Disclaimer: All Spider-Man characters are property of Marvel. O'Connell is mine.

Author's Note: Sorry this chapter took awhile to come out. Not only did I not plot too far ahead after chapter thirteen, but I had a seven-page term paper due last Monday, and that took all my time during week. Now that that's done, I should be able to go back to a more consistent update schedule. Hopefully. I think this fic is going to end up being about twenty chapters long, so I'm sort of close to being done! Yay! And after this chapter, things will start to look up for Otto. Except for the fact that his wife will still be dead.

Moonlight Becomes You

Fourteen – Breaking Down

November 5

Lost… he felt so lost… Otto didn't know how long he'd sat on the floor, actuators spilled across the tile around him. Everything from the time after the knife came down with a sickening crack was a complete blank. He was numb, not feeling any of the crippling pain that wracked his body, not feeling much of anything beyond the dull ache in his heart. Rosie… Oh, God, Rosie! Otto buried his face in his hands. He'd failed her, and now she was hurt and frightened and alone… It was his fault, all his fault.

His palm was warm, wet, and Otto drew it away from his face. He half expected to see tears streak the skin, even though he didn't feel as if he'd wept. But it wasn't tears; his right hand was covered with blood. He blinked slowly, staring at it with puzzlement. He couldn't remember what he'd done to rip the wound on his palm back open. He glanced around, noticing bloody smears on the floor around him. Only then did he realize that his hand was swollen, with one of his fingers slightly askew – he'd beaten his hands against the floor until they bled. The left wasn't so bad; his wounded arm must have given out during his insensate beating.

It wasn't all his blood, he realized after a moment. Rosie's wedding ring was lying on the floor in front of him, and a glance at the table showed a handprint where he'd snatched it out of the pool of blood. Rosie's blood… Otto's hand shook as he picked up the thin gold band. It was the only ring left; his had been torn from his finger when the fusion device had magnetized. He closed his swollen fingers around it, and his hand began to shake.

…Father…

The voice was so soft, so hesitant, that Otto thought he was imagining it. But when the plaintive voice repeated that single word, Otto glanced downwards. The actuators were still rendered lifeless by the cuffs around their pincers… except for the broken upper right, which unexpectedly shifted against his back. Apparently, O'Connell hadn't seen the need to immobilize something that had appeared to be broken and lifeless. Why had it come to life now? He'd thought it had been shut down. No matter; Otto just couldn't make himself care.

…alone… It sounded as lost and confused as Otto felt. …why?

Otto didn't have the strength of will to explain. He just slumped further, and the actuator shifted closer, as though seeking comfort Otto couldn't offer. Otto wanted to push it away; it was just a machine, it didn't understand pain! It couldn't feel anything like the despair Otto felt. Why should he comfort it? Just a machine…

…Father? It wrapped around his torso, the broken end curling against his chest. Otto tried to ignore it, but its confusion battered against his defenses, breaking through his walls. What… what is wrong?

The others are blocked, Otto thought angrily. They can't speak or move. Leave me alone.

No… Now there was frustration in its voice. You… Something's wrong… The broken end brushed his face, the protruding wires scratching his cheek roughly.

It was concerned about him? O'Connell hurt my Rosie, and it's my fault. Unbidden, his mind replayed the memories of O'Connell first taking out the actuators, then bringing in Rosie and hurting her… Her screams still echoed in his mind. And now I can't escape. Rosie's hurt, and I'm totally helpless. Otto drew his knees up to his chin. Leave me alone. Leave me alone! He batted the actuator away, and it curved away slowly, reluctantly, then settled between two of its siblings, reminding him strangely of a young animal nuzzling up to its dead parent.

Otto opened his fingers and stared dully at the ring. We… we will hurt him… the actuator said softly. He will pay…

XXX

November 6

O'Connell glanced at the monitors mounted on the security room's wall, then turned back to the guard who'd had night duty. He took a drag from his cigarette before asking, "Well? What did he do?"

"Absolutely nothing," the guard said, sounding almost disappointed. The door to the guard room opened, and O'Connell watched Mondale enter out of the corner of his eye. "He spent the entire night sitting on the floor sulking. He had a fit after you left, beating his hands on the floor and screaming, but after that, nothing." The guard rubbed his eyes. "And here I was hoping to see the famous Doctor Octopus in action."

"Consider yourself lucky you didn't," Mondale said. O'Connell frowned at the other man.

"You can go," O'Connell told the security guard. The man nodded and stood up, stumbling off in the general direction of the break room with its coffee machine. "What do you think?" O'Connell asked Mondale, gesturing to the camera that showed Dr. Octavius sitting on the floor where he'd been left, staring ahead sightlessly.

"He looks… broken," Mondale said. "You pushed him too far."

O'Connell shook his head. "No. He looks bad now, but next time I order him to do something, he'll do it. All the while, he'll be thinking of ways to escape, and to kill me, and that rage will help him overcome this."

"This can only end when one of you is dead," Mondale said.

"I know. That's why I'm taking every precaution to make sure that this ends with him under a doctor's knife. If he weren't still useful to me alive, I'd do it now while he doesn't have the will to resist. He won't be the last man standing."

"You don't seem too confident about that," Mondale said delicately.

O'Connell snapped, "Why do you say that?"

"You're smoking. You only smoke when something's really worrying you," Mondale pointed out.

O'Connell glanced down at the offending cigarette. "I suppose you're right. Who wouldn't be a little nervous?" He smiled hollowly. "But there's no turning back now. Dr. Octavius is going to make Quest millions, and I won't let cowardice prevent me from getting all the use out of him that I can before disposing of him." His gaze returned to the monitors, and he studied Octavius's listless form. Broken… It was an apt description. But O'Connell knew it wouldn't be long before his emotional turmoil gave way to rage – and despite the doctor's reluctance to kill, O'Connell had no doubt Octavius wouldn't hesitate to murder him in cold blood. He suppressed a shiver at the thought of those magnificent actuators tearing through him, ending his life slowly and painfully, mercilessly.

Two weeks. O'Connell was going to give Octavius two weeks to complete his work at Quest Aerospace… and then he had to die.

XXX

Otto finally managed to crawl into the bathroom. The weight of the actuators seemed to be chaining him to the floor; he couldn't find the strength to get to his feet. The upper right stayed lying with its brethren, either because it had shut down again, or it had been stung by his earlier anger and was being careful not to draw attention to itself.

Only when Otto reached the bathroom did he try to stand, using the sink's porcelain rim to support him as he pulled himself up. The actuators threatened to pull him back down, and he wrapped his fingers tightly around the edge, ignoring the protestations of his swollen fingers, or the bite of the metal in his palm of the ring he still carried. Once he no longer felt as if he would fall over, Otto set the ring on the sink's ledge, then carefully began to wash away the blood from his face and hands. The wounds on his right hand were painful, but nothing he couldn't live with. He wrapped the hand in gauze, then opened the medicine cabinet and extracted a bottle he'd been ignoring.

His doctor at the clinic had given him painkillers, strong ones. Otto hadn't wanted to use them, not wanting to be on drugs when he made his escape. And since the actuators had dulled the worst of the pain, he hadn't felt that he needed them. Now, though… The pain was excruciating, and it shocked him to realize that most of this pain came from the initial accident several months ago. Deep down, he'd known that having over a hundred pounds of metal fused to the spine would hurt; he just hadn't been aware of just how painful it really was. Otto clumsily opened the bottle and swallowed two of the pills dry.

He just stood there for several minutes, leaning on the sink and staring sightlessly down into the basin. How could I let this happen? If I had just done what O'Connell wanted… killed the girl… A tremor rocked his body. I've killed before. It should have been easy. I should have just snapped her neck and been done with it. It would have been quick, painless. Merciful. Nothing compared to what happened in the hospital room. I knew Rosie's life was at stake; why, why, why did I hesitate?

A memory of Rosie sprang into his mind; that first night he'd seen her, when she'd seen him, seen the actuators. That look of horror on her face was burned into his retinas. If she'd feared him then, how would she react if she knew he'd killed for her? Perhaps it wouldn't really impact this strange, listless being that Rosie had become, but when her memories returned, and she was his Rosie again, how would she have reacted? His Rosie was gentle, loving… if he'd been forced to kill for her, something would break inside of her. And the horror on her face would have been joined by fear, and perhaps even loathing. Even if she said she understood he'd been forced to, there was no changing what he would have done. I will not harm an innocent life for Rosie… I can't… It was a lose-lose situation; obey O'Connell's orders and perhaps lose Rosie forever, or disobey, and watch her die again, truly die.

Otto didn't think he could survive watching her die again…

What do I do? he thought despairingly. Escape was no longer a viable option, not without the actuators functioning. Now he was as weak as a normal human – no, worse; a normal human wasn't carrying over a hundred pounds of metal on their spine. He'd be helpless when O'Connell's guards came after him. If he couldn't even save himself, there was no way he could get Rosie to safety…

He doubted he could even free the actuators, not without O'Connell knowing. The director had probably wired in a bomb to go off the moment the cuffs were removed or deactivated, or at least had an alarm installed so that he'd know Otto had disabled them. Even that would be enough to ruin his escape; Otto wouldn't be able to survive a hundred gunmen, even with the actuators at one hundred percent.

I don't know what to do anymore! For the first time since he'd found out Rosie was alive, Otto began to wonder if he should just take his own life. It would be easy now, without the actuators to stop him. O'Connell wouldn't be able to use him, and without him, there'd be no reason to hurt Rosie. It would be so easy, just to take one of the butcher knives, perhaps the same one that had mutilated Rosie, and just end it all right now…

No, Father… Please…

So it seemed the upper right hadn't shut down, after all. Don't… don't do that… it said haltingly. We… we still function. We… we will help you!

Otto cocked his head as the actuator slid over his shoulder. Its use of 'we' threw him; could the actuators still be active and working to break free, after all? No, that wasn't possible; if there had been any sign of life, he would have felt it in his mind. There was nothing going on in those gaping wounds where the other three actuators had lived in his mind. 'I,' he corrected half-heartedly.

What?

'I.' You are one entity now; you must refer to yourself as 'I,' not 'we.' He wondered if he should slit his wrists in the tub, as he had scene in so many shows and movies, or if he should just do it in the middle of the floor, bleeding out and hopefully staining O'Connell's carpet. It wasn't much in the way of revenge, but at least it was something within his current capabilities.

Don't… We… I... I don't want you to cease functioning. I… I don't want to be alone… There was something heart-wrenching about its plea. It had been part of a hive mind since its activation; to suddenly be severed from the others must have been very confusing for it. He didn't have the heart to tell it that after he died, it wouldn't be alone for very long. While the actuators could store energy for emergency usage, they drew the bulk of their power from the biochemical electricity of his own body. Once he died, the upper right actuator could survive for several hours longer without him, then it would shut down completely. Perhaps it wouldn't even take hours, since the damage to the actuator meant it was expending more energy than normal.

Shut up! he ordered furiously.

If you die… that man will take us.

Otto's grip on the porcelain tightened, his knuckles white with the effort.

If you die, that man will have no reason to leave your wife alive.

Otto closed his eyes. The actuator was right, dammit. O'Connell wouldn't need her anymore, and he O'Connell lacked the compassion to take care of Rosie once she was no longer needed. Hell, Otto didn't think O'Connell would even dare turn her loose on the streets to fend for herself. No, he'd dispose of her. He'd kill her. Which brought him back to where he'd started – he had to find a way for the two of them to escape, without the assistance of the actuators.

I… I will help you…

Otto laughed bitterly. How? You're damaged. So am I, for that matter. You're blind, deaf, crippled… I've got about three functioning limbs out of eight. I'm less than any normal human.

Unless… The parts to repair the actuator were still in their steel case in the living room. There was nothing he could do now, but could he persuade O'Connell to let him begin repairs? He was on thin ice with the director, but perhaps he'd have no objection with him welding the exoskeleton in place – especially if he thought the actuator was dead. Picking up on the thought, the actuator curled back among the others. I will not move, Father. Neither O'Connell nor the cameras will see that I function. Its voice was becoming stronger, less halting, as it adjusted to its situation. Otto wished he could adapt that easily.

What use, though, would fixing the exoskeleton be? Without the internal electronics, the pincers would be useless, and while O'Connell might permit him to do what basically amounted to adding more deadweight to his spine, he wouldn't be stupid enough to let Otto have a functioning actuator.

But he did have parts to repair it – in the upper left actuator. He couldn't free the actuators, but could he cannibalize the upper left for parts to use in its free twin? One actuator wasn't much, but it would give him an advantage. Maybe it would be enough, when combined with the stolen pumpkin bombs, to win his way free…

XXX

Otto was cleaned, bandaged, his left arm back in its stabilizing sling, and had changed his clothes by the time they came for him. He had threaded a string through the cleaned wedding band so he could wear it around his neck until he could return it, and was holding it tightly in his wounded hand when he heard the door open. He was sitting on his bed, and he didn't see the need to go and greet his visitors. O'Connell wasn't playing the friendly host anymore, so Otto saw no need to be the gracious guest. So he sat, with the inanimate actuators arrayed on the bed behind him and his arms folded across his chest.

O'Connell entered the bedroom, standing in the doorway and staring down at Otto. Two guards stood behind him, seemingly the only ones accompanying him. Otto had to fight back the desire to lunge forward and wrap his hands around O'Connell's throat… It would be satisfying, but Otto wouldn't survive long enough to kill the man. O'Connell's gaze was drawn to Otto's freshly bandaged right hand, and his eyes narrowed. But he didn't comment on it. Instead, he said, "Spider-Man has been spotted spying on the Quest building."

So Peter found me; I wonder what he's after? All Otto said aloud was, "I am a super-villain. It doesn't surprise me that he's looking for me, after what I did at OsCorp and Osborn's mansion." His voice was dull.

"Oh? You and he aren't… friends? One or two papers reported that you helped him during the encounter at pier 56."

Otto just snorted. "And the rest of them just use words like 'freak' and 'monster,'" he said bitterly. "I'm the one they call monster… If only they knew what kind of monster can hide behind a so-called normal face."

O'Connell ignored this. "So if I were to tell you to take care of him, you'd have no difficulty?"

Otto smiled thinly. "Oh, the wall crawler isn't easy to 'take care of,' but I don't imagine I have much choice. Not that I'd be able to, with your little restraints." He gestured towards the limp actuators.

"When the time comes, you'll be able to use them. Now, get up. You're working in the lab today… not that I have much confidence in your typing abilities." His eyes lingered on Otto's hands.

Otto obeyed, though he didn't bother to hide his unwillingness. The actuators slid off the bed and hit the floor with a dull clang, and Otto wondered if they were going to make him drag them all the way to the lab. He'd manually locked them into full retraction using the lever built into each arm, since dragging thirteen feet's worth of actuator would have been awkward, and had lashed them together using a belt. It still wasn't comfortably, hauling them around like that, and Otto was glad for the painkillers or every jolt through his damaged spine would have been agony.

Otto trailed O'Connell out of the suite, actuators scraping the floor behind him. The two guards kept watch the entire time. So, it looked as if he had fewer guards, but they weren't going to be any less vigilant. Not that he blamed them, since a part of him wanted to take a knife and do to O'Connell what he had done to Rosie, but that would provide only brief satisfaction and likely have dire consequences. He didn't bother to conceal the smoldering expression on his face, however, and he could tell the look was making the guards nervous, though it provoked no reaction from O'Connell.

They made it to the lab without incident, though one of the guards did stumble over the bundled actuators when getting out of the elevator. O'Connell was silent the entire time, only turning to speak to Otto when the reached the door to the makeshift lab. "This door will be locked, with guards posted on the outside. There are cameras inside, and you are going to be monitored. If you do anything, anything suspicious…" O'Connell let the threat hang.

Otto had already decided not to ask yet if he could repair the actuator. It was too soon after… after his failure, and O'Connell would immediately suspect Otto was up to something. No, he'd give it a few days before asking. "What is it you want me to do?" he asked listlessly.

"When my scientists went through your notes, they found several small files of theories and ideas you had recorded and set aside to work on later, when you completed your work on fusion. Some of these are very interesting, and we'd like you to expand upon them." O'Connell jerked his head towards the door, motioning Otto inside.

"I haven't researched most of those theories," Otto said hoarsely. It was the plain truth; he'd been too busy with his life's work. But would O'Connell see this as another refusal to obey? Otto clenched his fists, trying to control the trembling.

O'Connell saw his fear and smiled, pleased. "Do what you can," he said. "If you need something researched, make a list of what you need. I have scientists who can supply that research for you." O'Connell turned and left, and Otto could hear the door lock behind him. Once O'Connell was out of sight, Otto relaxed slightly. He'd never felt such a mix of fear and anger in his life, and the warring emotions had left him exhausted.

But, as much as he would have liked to slump over the tabletop and catch up on the sleep he'd missed the previous night, he didn't dare do anything to incur O'Connell's wrath. Until the actuator was repaired and he made his escape, he had to obey.

At least this wasn't too bad. While there wasn't much he could accomplish without properly researching the theories, it would keep his mind off Rosie and O'Connell for the time being. His bandaged fingers lightly caressed the smooth gold ring for a moment, then he went to work.

The CD sitting on the tabletop wasn't the one he'd made at OsCorp, but it was likely to be a copy. There were several other CDs in a pile on the other side of the computer for him to save his work on. Otto took a seat on his stool, grimacing as he realized the constant downward pull on his spine was going to leave him in agony by the time this was over. The painkiller he'd taken earlier had numbed the worst of the pain, but it would wear off soon enough.

Otto booted up the computer and inserted the CD. His right hand was clumsy with mouse, however, and instead of clicking on one off the files he was trying for, he accidentally opened the file for the fusion containment field.

He thought about closing the file, even deleting it completely. This was the experiment that had ruined his life, after all, and he didn't want anyone else repeating his mistakes. But he'd spent years on this, decades. Even with the hard copy safely hidden with Susan Riley, Otto couldn't destroy something he'd poured his heart and soul into. Otto began to skim over the notes, pausing at each significant discovery. He hadn't realized how many memories were tied in to his research; he'd come up with this part the night of his fifteenth anniversary, scribbling the calculations on a napkin at the fancy restaurant where he'd taken his wife – a cloth napkin, with embroidering; the restaurant had not been happy. The decision to use tritium as the target had come to him during a lecture he'd been giving, when a question from a student had sparked the idea, completely derailing his thoughts and making finishing the lecture impossible.

And then there was the idea of using harmonic frequencies. That idea had come from… Wait a minute…

Otto blinked. He'd been scrolling through the section on the harmonics, but something had caught his eye. There were several instances where the ideal harmonic frequency was listed, a precisely calculated number calculated to the tenth decimal place. The number was the same everywhere, as it should be, except in one place. Otto had initially made the calculation months before typing out this section, and the number of his original calculation was listed much earlier. He scrolled back up, finding the number, then scrolled back down again.

There was one digit different between his first calculation, and the one listed later. Where there was a 'one' in the early calculation, there was a 'seven' in all of the others. That shouldn't have been possible; Otto had copied the number precisely and plugged it in the later section!

Hadn't he?

Otto realized he wasn't breathing, and quickly drew a shaking breath. The change of digits might seem a minor mistake, but in an experiment that required precise calculations, even something so minuscule could have major repercussions – such as, say, a change in the harmonic containment field that would affect the fusion reaction itself.

Can you recalculate the equations for the harmonics? Otto asked the upper right actuator, which, despite seeming to be 'dead,' had been paying close attention to Otto's actions. I need to know which number is correct!

The actuator was slow to respond. I have done the calculation, it said after several moments. The correct number is the first, with the 'one.'

How could this have happened? Otto had checked, double-checked, triple-checked everything! He would have caught something like this!

Unless it had happened after he'd checked it. Otto wasn't a computer programmer; the actuators and the containment fields had been programmed by professionals. The actuator programmers had worked closely with Otto, since the smart arms were designed to interact with his body. But the programming for the containment field had been done by someone in OsCorp.

O'Connell had said he'd had a spy in OsCorp, someone who'd probably been there for quite awhile. Someone who'd have no trouble accessing the files and changing a 'one' to a 'seven,' perhaps missing a spot in the section of notes that Otto hadn't sent to OsCorp. And O'Connell had implied that sabotage was company policy.

Had Otto's misery all been the result of a typo… or had this been what O'Connell was referring to when he'd hinted that he'd been involved in sabotage before?

To Be Continued…

I'm not sure I like the last bit, now that I've written it, but I've been plotting it for awhile, and it's too late to change it now. Ah, well, I'm sure it'll just go a long way towards making you all love O'Connell even more than you do now, huh?