Disclaimer: O'Connell and Lynnea are mine, as are the Random Quest Employees. Everyone cool, though, belongs to Marvel, and no profit is being made from their use. And suing would be a bad idea.

Author's Note: I'm rather shocked so many people were surprised Rosie was a mindless zombie. I thought that, if anything, I was being too obvious. But maybe that's because, as the author, I already know most of what's supposed to happen? Well, whatever the reason, I'm glad you haven't all sent me hate mail for doing this to Otto and Rosie. And I'm also rather surprised no one said they despised Lynnea after the last chapter. I mean, when you think about it, what she does is pretty despicable, though I assure you that she has her reasons.

Moonlight Becomes You

Thirteen – Failure

November 5

The metal case took two men to carry; Otto lifted it with one actuator. The two muscle-bound guards looked disgruntled to be shown up by an out of shape scientist, and Otto had to hide a grin. Despite the fact that he didn't want to be this way, there was a certain satisfaction to be found in finally being the strong one. And a little display of the actuators' strength served as a reminder that he was not to be taken lightly.

"I hope you find them satisfactory," O'Connell was saying as Otto undid the catches and popped the lid. "We used a different alloy. They're just as strong as the old ones, but they're lighter." Inside the case, nestled in slots in the Styrofoam padding, were about twenty bell-shaped segments, most of them the same size but with four of them slightly wider. There was also a closed tear-drop shape as long as his forearm and wrapped in plastic. Otto worked one of the segments free and tested its weight in his hand, then held it to the upper left actuator to examine.

The case only contained the metal exoskeleton that would be used to repair the upper right actuator; the sophisticated internal electronics would take more time to build. Otto lifted the pincer head carefully – the separate pieces were only loosely connected just to show that they fit; it couldn't be completely reassembled until after repairs were complete. Everything seemed to be in order, and the upper left couldn't find any flaws in the metal. There was only one thing about it… "Why is the metal black?"

"Like I said, it's a different alloy, and apparently something about the forging process changes the color. I'm sorry; I had no idea you felt so strongly about color coordination." O'Connell snorted. "The electronics are going to take longer. We're assembling them ourselves, since I don't want anyone else to see the plans we're building from, but your designs are like nothing we've seen before. Don't be surprised if I come in with a frantic scientist in tow who can't figure something out."

"Wouldn't it be easier to just let me build, instead of trusting these people not to get something wrong?" Otto asked. He had a nightmarish image of the actuator malfunctioning just when he needed it most. And besides… he had no intention of waiting around that long for working actuator parts.

"And let you work with hi-tech equipment, doing something we don't understand well enough to supervise to make sure you aren't building a bomb or something?" O'Connell smiled faintly. "I'm under no illusions about your loyalty to Quest. No, I think you serve us best either working with computers or doing the dirty work."

Otto's hand started to tremble, and he carefully replaced the pincer head. Dirty work… What was he going to do when O'Connell asked him to kill again? He doubted his attack on Lynnea had been a fluke – it had more likely been a test, to see if he could kill anyone if O'Connell asked. How long before Otto was sent after someone like Harry Osborn, to finish what Otto had started with OsCorp? What if Otto was forced to systematically ruin every major competitor of Quest in the country? Millions of dollars would be lost, not to mention thousands of jobs. And he doubted O'Connell would hold back; from his casualness, Otto had received the impression that O'Connell had been involved in sabotage before.

There was a buzzing sound, the noise of a cell phone set on vibrate rather than ring. O'Connell turned from Otto and walked to the other end of the small suite. Otto ignored the director as he continued to examine the pieces of his new actuator. He'd have to take these when he left. There had been spare parts in his lab, but they'd likely been seized when OsCorp had raided his home. Forging new parts himself would be nearly impossible. Just what I need; something else to complicate my escape.

O'Connell came back, and there was a peculiar expression on his face. Something… flat, dead. He gave Otto a thin smile and said, "If you'll excuse me, there's something I need to attend to."

Otto nodded distractedly, totally missing the dangerous glower O'Connell shot him before shutting the door behind him.

XXX

"You're certain?" O'Connell demanded as soon as he saw the man he'd set to watch Lynnea's suite. The man, dressed in his nondescript stakeout clothing, looked out of place in O'Connell's luxurious office, though he'd had no difficulty making himself comfortable.

"She was being carried out by Spider-Man, so it was hard to see, but it looked like her." The man handed O'Connell a couple of photos, slightly blurred with the motion of the vigilante but O'Connell could see the young woman he carried well enough. Digital cameras these days were remarkable, O'Connell thought mildly. Well worth their cost…

"I thought you said she had no pulse. And that when she was shot, she didn't react."

The man shrugged. "I don't understand it, myself. But she's alive, and I'd be willing to bet Octavius knows it."

Yes… For someone who was surprisingly reluctant to kill, even after all that society had done to him, Otto had been very insistent on finishing the job himself. O'Connell had found that suspicious, which was why he'd set the watch. O'Connell flicked on his intercom. "Have Dr. Mason come to my office," he said shortly, then closed the line. "It was only a matter of time before he pulled something like this," O'Connell said, mostly to himself. "Do you know where the girl is?"

"I tried to follow, but Spider-Man doesn't take normal routes, and he isn't bothered by rush hour traffic." Now the man sounded chagrined, as if he should have been able to follow. "She could be anywhere right now, even out of the state."

"Hmm." Inconvenient, but at least Lynnea was out of his hair. And it wasn't as though she could go running to the authorities… Question is, what, if anything, had she told Spider-Man? And would Spider-Man act on it? The wall-crawler couldn't go around telling stories about Quest and expect to be believed, but it would be bad press all the same. That would be a problem. He'd have to call his media contacts to watch and have them do damage control in case someone talked. And hadn't Spider-Man been seen at OsCorp the night of the robbery? Perhaps someone could hint to Jameson that he and the Green Goblin were working together to take down the city's major corporations.

"You did what you could," O'Connell said. "With Spider-Man, normal methods don't apply. You did well, thank you." The man took that as a dismissal and stood up, shaking hands with his boss before leaving.

While he waited for Dr. Mason to arrive, he considered his problem. What was he going to do with Octavius? He couldn't let the scientist get away with this…

The office door opened, and a pretty middle-aged blond woman entered. Her hair was slightly unkempt and her lab coat was rumpled, and O'Connell smiled in approval. Clearly, she'd taken him seriously when he'd told her to work through the night if she had to. "Did you do it?" he asked her.

"They're finished," she told him. "We have no way to field test them, of course, but they'll do the job."

"You'd stake your life on it?" O'Connell asked. Dr. Mason wasn't put off by the question; she knew that if her project didn't work, it could come to a matter of life and death.

"They'll work," she said confidently, but with no arrogance.

"I'll be taking them tonight," O'Connell said. "You may go." The woman nodded and left, anxious to get back to her lab. Really, she'd probably never leave if she didn't have to; she'd delved into Otto's theories with the enthusiasm of a child with a shiny new toy.

Well, if Otto continued to disobey, she'd have much, much more than the theories and blueprints. O'Connell wasn't ready to lose such a valuable tool yet, which was why he was going to have to do something drastic to bring the doctor to heel.

XXX

After a quick check to make certain his mask was stuffed in his jacket pocket, Peter left the alley mouth where he'd changed and jogged the short distance to the library. Mary Jane was waiting for him on the steps, and she smiled when he appeared and fell into step beside him. "I was wondering if you'd show," she said. "Since you're late, does that mean you had some luck?"

"Some, yeah," Peter said, though he hadn't yet decided if that luck was good or bad. He glanced around, looking for somewhere to sit that was private. Spotting an empty corner, he escorted MJ to the table and chairs set up for the library patrons. "The woman I helped last night did go back to her hotel suite; I don't think she would have, but she had a cat and wasn't willing to leave him behind.

"She took a bullet to the shoulder and still made it back under her own power?" MJ whistled. "I'm impressed."

"So am I, though I think she was strongly motivated by the fact that someone is trying to kill her, and she needs to get out of the city before they do." He wondered if she'd stay put at the mission, where he'd left her, or if she'd actually try to leave. She seemed to realize she was safer there than at a bus station or airport, but if she was truly frightened, she could do something stupid. "She wouldn't tell me much, but it seems Dr. Octavius does work for O'Connell and Quest Aerospace." Here, Peter hesitated. He still didn't believe Lynnea's story, but he had to admit that Dr. Octavius was behaving as someone with a loved one held hostage.

"By force or choice?"

"Lynnea – the woman – told me something rather peculiar," Peter said carefully. "I'm not sure what to think. She claims that she re-animates the dead for money, and that she raised Mrs. Octavius so O'Connell would have leverage."

"A zombie?" MJ snorted in disbelief.

"She called it a 'corpse puppet,' but they're essentially the same thing." Peter smiled weakly. "She seems to really believe it – and that woman does look like Mrs. Octavius. I want to see her again to be sure – but even if she isn't, and this is just some look alike, it's still enough to manipulate Dr. Octavius if he doesn't know." Here, Peter's face hardened. "It's cruel to do this to him, MJ! And do you know what they want to do with him when they're done? They're going to cut him apart, to see how his bond with the actuators works! They'll cut him to pieces, and he won't do a thing as long as he thinks they have his wife!" A couple of library patrons glanced over at their table, and Peter flushed when he realized how loud he'd gotten. But he couldn't let them hurt Dr. Octavius.

MJ's face was white. "They… they'd do that? What would they gain?" Then her expression changed and she somehow managed to go even paler. "Peter, could they come up with some kind of mind control?"

That brought the rapid flow of Peter's thoughts up short. "What?"

"You told me that Dr. Octavius did everything he did after the accident because the tentacles' AI drove him to, right? Even though it's not something he'd do normally? Could they make a device that emulates that?"

The ramifications of such a device made Peter feel suddenly weak. A mind control chip? Could Quest actually be considering something like that? And another thought struck him: There were always conspiracy theorists who claimed the government had mind control devices, and here Quest had a contract with the military! "I… I don't know… I mean, I suppose it's possible… I don't know if they'd go that far…" But the possibility was there, and if the army didn't use it, someone would. "I need to get Octavius out of there before that happens," Peter said. He remembered what Lynnea had told him: To have Otto see his wife in the daylight, and he'd know the truth. Even if this 'corpse puppet' thing was nonsense, getting Dr. Octavius to see her would go a long way towards convincing him that O'Connell didn't have his wife.

"Poor Dr. Octavius," MJ said softly. "Peter, what if it is his wife, though? I mean… what if Lynnea wasn't lying?"

"Why, have you heard of something like this before outside of a horror movie? Though, if this was a horror movie, this is where you would conveniently me you've heard tales of corpse puppets before from some occult book you read for no apparent reason and also know that the only way to stop one is by a silver bullet or something," Peter said, attempting to lighten up the mood. If he let himself think too much about this, he'd probably frighten himself.

"I wish… It would be convenient to be the girl who has all the answers instead of the screaming damsel in distress," MJ said. "Though I should point out, silver bullets are for werewolves, not zombies. So unless Doc Ock goes furry every full moon, then you don't have to waste your time trying to find a silver bullet."

"There, see? You do know things!"

"Only because I've been sent about fifty low-budget horror movie scripts," MJ said. "Directors seem to figure that the actress who's been saved by Spider-Man so many times would be a good candidate to be a screaming, helpless victim in a monster movie. Just how I want my movie career to begin." She sighed.

"You're welcome for saving your life all those times," Peter said dryly.

"Still," MJ said, and her face was serious again. "A number of them were zombie films, and a lot of them seem to have similar elements. And everyone's heard tales of voodoo priests and zombies. I know Hollywood changes things, but could there be some basis in fact?"

"That's what I'm going to be looking up today," Peter said. "I was hoping that, by talking to Lynnea, all my questions would be answered and we could skip the library and go out to dinner. Instead, she left me with more questions. Time to raid the occult section, to see if there could be any truth to this. And I'm going to have to swing by the Quest building tonight to see what I can." He ran a hand through his hair in frustration. "At this rate, we're never going to go out to that romantic dinner I promised you."

"That's all right… I've learned that depending on you for food is better than any diet," MJ joked. But the smile she wore was strained, and she threw herself into her research with as much determination as Peter.

XXX

Showering wasn't much fun when you had to keep your arm completely immobile, but Otto managed it without soaking the bandage too much. He didn't spend much time in front of the mirror; the pale, gaunt face with its hollow cheeks and sunken eyes that stared back worried him. Despite O'Connell's care, he looked worse than he had before arriving, not better. The only improvement that he could see was that he was clean. Otto hastily combed his hair, wondering if he should just cut it off now that it was long enough to curl and tangle, then went to dress.

He was just doing up the buttons of yet another mangled shirt when the actuators informed him that several people had just entered the suite. Otto gave up on the buttons and went to see what O'Connell wanted.

He knew it wasn't good when he saw the expression on O'Connell's face. He was flanked by twice the normal complement of guards, including Warren. O'Connell's mouth was a thin line, and his jaw was clenched. But it was his eyes that chilled Otto; a stormy grey that held a promise of violence. Something had enraged O'Connell, and this control of his anger was far more frightening than a loss of temper. He knows! Otto realized. Otto would have to make a move, now, before things got-

"Do it." O'Connell's voice was devoid of emotion. A man standing beside O'Connell held up a black box of some sort and pointed it at Otto. And suddenly his world twisted upside down as, for a split second, the actuators screamed in his mind and then went completely dead. Otto didn't realize he'd blacked out until he felt the floor under his face, tasted blood from the impact, and realized he'd fallen. Worse, there was a crushing weight on the small of his back, and an intense agony like nothing he'd ever felt before centered in his spine.

Worst of all was the silence in his mind. The actuators were gone from his mind. Otto looked up at O'Connell, too hurt to even attempt to stand. O'Connell gestured to the black box. "EMP," he said roughly. "I'm sure I don't have to tell you that it's hell on electronics. The fact that it knocked you out was an unexpected bonus."

Frantically, Otto searched the depths of his mind for some sign, any sign, that the actuators were still with him. But for the first time in months, he was completely alone in his head. It wasn't the welcome feeling he would have expected.

O'Connell knelt down and pulled one of the still actuators towards him. Otto wondered just how long he'd been out; the actuator had been fitted with a dark ring that fit just behind the base of the pincers, an area filled with several of the more sensitive electronics. He bet the others were fitted with similar cuffs. "Don't worry, the EMP is only a temporary thing. However, I had Dr. Mason whip these up, just in case. They scramble the circuits in the actuators, shutting them down completely. If I shut down the cuffs, they'll come back to life, but I can't trust enough to let you walk around with them free anymore." O'Connell pushed the actuator away and got to his feet. Otto got his good hand and his knees under him and tried to get up, but now that they weren't carrying their own weight, the actuators were heavy. And now that they couldn't block his pain receptors, the agony was excruciating. It took all he had to struggle to a sitting position.

"You should have killed the girl, Dr. Octavius," O'Connell said. "Believe me, if you knew here, you'd see her life isn't worth this. In fact, you'd probably want to kill her. Did you know she's got a criminal record? Attacked a guy with a knife several years ago, took his eyes out among other things, and I believe he's still in and out of the hospital for it. She ended up getting off on a technicality, though she's spent time in a mental hospital."

Otto flinched, but then he thought of the voodoo doll, which had had several needles centered in its eyes. It figured O'Connell would consider rape a 'technicality.' "And now," O'Connell said with feigned sadness, "I'm going to have to show you what it means to fail me. Hold him," he told Warren, then turned to another guard, saying something that Otto didn't catch. Otto gasped as Warren yanked him roughly to his feet, digging the point of his gun painfully into the base of his neck. The actuators pulled at his spine, and it felt as if it was going to be ripped out of his back.

O'Connell had begun rummaging through the kitchen doors when two more guards arrived. Standing between them, showing no curiosity in what was going on around her, was Rosie. Otto suddenly forgot his pain as he realized what was about to happen… "Don't hurt her," Otto pleaded, his voice cracking.

O'Connell looked up. "I'm not the one hurting her; you are. Your refusal to carry out a simple task has made this necessary." He withdrew a large knife from the drawer, then gestured for Rosie to be brought over to the table. Otto tried to break free from Warren's viselike grip without success; another guard came over and roughly grabbed Otto's wounded arm, forcing a yelp from the scientist.

The director took Rosie's left hand and spread it out on the table. She watched expressionlessly, until O'Connell waved the knife in front of her face. Then, for the first time since she'd reacted to Otto's actuators, Rosie showed some sign of life. Her eyes widened, and with understanding came fear. She tried to pull back, but she couldn't break from O'Connell's hold. "Hold her," O'Connell told the guard next to him. The guard obeyed, freeing O'Connell.

He's bluffing he's bluffing he has to be bluffing! Otto's heart hammered against his ribs and he found he couldn't breathe. This can't be happening…

O'Connell raised the knife. Their gazes met, and the director's eyes seemed to bore into Otto. Then the world slowed around Otto as O'Connell looked down, and the knife began to slowly, slowly fall… Otto heard himself scream "No!" as he tried to break free from the guards' grip, but they were prepared for him to fight, and the guard on the left twisted his wounded arm and brought Otto up short. He could only watch helplessly as the knife descended with agonizing slowness… And then there was a sickening crunch, and the sound of screaming…

Rosie yanked her hand back, screaming all the while as O'Connell ordered his guards to get her fixed up. He seemed unmoved by the stares of the guards around him, who clearly hadn't expected their boss to do his own dirty work. Otto didn't see any of this; he couldn't tear his eyes away from the two thin, pale shapes lying on the table in a pool of blood – Rosie's pinkie and ring finger, severed just below the wedding band that still decorated the digit.

Something snapped inside Otto, and he found the strength to ignore his pain. "You monster!" he screamed, lunging forward so unexpectedly that both guards lost their grips on him. Otto reached out with his right hand, intending to crush the life from O'Connell, when something – probably the butt of one of the guards' guns - cracked against the back brace, and his whole body seemed to go momentarily numb. Otto cried out as he toppled face forward at O'Connell's feet.

O'Connell knelt down, so his face was slightly above Otto's. "I told you I'm a dangerous man, Doctor," he hissed. "Fail me again, and your precious Rosie may not survive another encounter." He stood, picked up the severed fingers in a handkerchief, and didn't even glance back at Otto as he led the guards out of the room.

Otto made it up to a sitting position, but his shaking limbs couldn't handle anymore. He could only sit, trembling, his eyes on the pool of blood and the wedding ring that had fallen from Rosie's finger.

To Be Continued…