Disclaimer: I don't own the Spider-Man characters. Marvel does. No profit is being made from their use/torture. O'Connell is mine. It gives me great pleasure to know I own someone so evil that everyone wants him dead…

Author's Note: Sorry for the delay; Easter pretty much ruined my plans. I was away from my computer all weekend and couldn't write anything. And that wasn't the worst thing that happened during the weekend… It's left me a bit scatter-brained, and my writing is suffering for it. But here it is… It starts badly, but I kinda hit my stride near the end. I am now five chapters away from the conclusion of this fic! This particular chapter is going to have leaps forward in time, because not a whole lot is going to happen over the next couple of hours, and if I were to write each minute in excruciating detail, I think you'd all get bored. It's going to be the only chapter that does this, don't worry. Also, I have no clue how the actuators go together! I don't know how the segments are fixed, how the arms can extend and retract… I'm guessing here.

Moonlight Becomes You

Fifteen – Pushed to the Limit

November 6

The papers scattered haphazardly over what had once been Norman Osborn's desk had once had a single theme: Spider-Man. But ever since that Halloween night, that night when OsCorp was brought to its knees and revenge was snatched from Harry's grasp, Harry had found another focus for his anger. Otto Octavius… The scientist was notably absent from the recent papers; even the Bugle didn't have any rumors about him. He ruined OsCorp… First Spider-Man kills my father, and now Doctor Octopus has destroyed my company! The board members had called an emergency meeting – without Harry. There could be only one thing they could be discussing. His future with the company.

Something prickled against the nape of his neck, and his hackles rose. "They both need to die." His father could barely restrain the anger in his voice. "You've humiliated this family. You aren't worthy of the name Osborn."

Harry's heart sank. "The only way for you to redeem yourself is to kill them both."

"They'll die," he said, though he didn't sound convincing. It was impossible to remain confident in the face of his father's anger. "When I find them, I'll kill them."

"You know where Spider-Man is," Norman said coldly. "It would be a simple matter to wait in his apartment-"

Harry wondered where he found the courage to interrupt his father. "I know where Peter is, yes, but no one's seen Otto. If anyone can find him, it would be Spider-Man. If I follow Spider-Man, I may find Otto." It sounded like a weak excuse to Harry's ears, and he waited for his father's scorn.

"You're right," Norman said after a moment. "Octavius has somehow managed to keep even the Bugle from finding out about him; someone with your intelligence would have no chance."

Harry flinched, but he couldn't deny his father's statement. Thus far, he hadn't proven himself to be a very good Green Goblin. His father was right to doubt him. "I'll follow the spider and find the octopus," Harry vowed. "I'll make certain that neither of them survive."

XXX

November 7

The pain made sleep impossible; only a heavy dose of painkillers made it possible for Otto to sleep at night. As they wore off, and the pain returned, Otto was dragged slowly back into consciousness. It wasn't yet dawn, but he didn't think he'd be able to get back to sleep. He dragged himself out of bed, wincing when the actuators hit the floor. He didn't know how much longer his spine could take having so much weight pulling at it. It was his penance, he supposed, for harming Rosie. He'd bear up under it uncomplainingly, because nothing could be worse than what Rosie was going through.

He stumbled into the bathroom, finding the container of painkillers and popping a couple more. A quarter of the pills were already gone; at this rate, he was going to need a refill soon, and it was possible he would develop an addiction to them if he continued taking so many of them. As if he needed another problem.

Otto went into the kitchen, selected a butter knife from the drawer, then went back into the bathroom and sat on the edge of the tub, regarding the lifeless actuators thoughtfully. There wasn't a camera in the bathroom, whether it was because O'Connell respected his privacy (doubtful) or because the lens would fog when he took a hot shower, Otto didn't care. It wasn't Otto's first choice of a makeshift laboratory, but it would suffice.

He freed the upper left actuator from the belt tying the three together, cradling its closed head in its hands. He wished he had a way to tell it what he was going to do; he couldn't imagine waking up after a forced slumber to find his sight and hearing had been stolen from him.

My twin will understand, Father, the upper right told him. I will explain as soon as my siblings reawaken. Do not worry; we would not act as foolishly as a human would in the same situation.

That didn't make Otto feel any less guilty. They truly were his children; he'd poured his heart and soul into them, giving him all the attention he would have given a flesh-and-blood child. He hadn't felt that way at first, seeing them as the monstrous things that had ruined his life, but over time, he'd begun to view them differently. It was why he hadn't even considered breaking off the pincers of the upper right when it had been pinned; it just hadn't occurred to him to willfully destroy his creation.

Gritting his teeth, Otto felt around the base of the upper left's pincers, finding the catch that would release the lock that held the pincers shut when they were deactivated. He'd built the lock to protect the delicate inner circuitry when the actuator wasn't in use, but he'd wanted to be able to open them to work on them whenever needed. The catch clicked, and the pincers separated in his hand. Otto forced them fully open and examined the innards, wondering what he should take and what he should leave. He didn't want to remove too much; he had no idea when O'Connell was going to require his services again, and he wanted the actuator to seem fully functional.

Leave the camera, the upper right said. That man would notice the absence of its light. Give me the sensors.

Otto thought it over. Yes, it made sense; with the sensors, the actuator would have enough feedback to compensate for a lack of vision. He'd also pass on the delicate instrumentation, such as the inner pincers. He'd need the actuator to be able to grab and hold, and to strike. Delicate functions could wait. And it would need to regain movement, especially the fine control of its pincers so they could grip and support his weight. That would be harder; he decided to worry about that later, once he had the exoskeleton in place. He'd already decided to ask O'Connell if he could begin reconstruction of the actuator today. Using the butter knife as a screwdriver, Otto carefully began to unscrew the first of the components he needed.

XXX

O'Connell's anger seemed to have run its course; or, perhaps, he was trying to lull Otto into a false sense of security. Either way, he grudgingly agreed to let Otto work on the actuator, and had even offered to let Otto see Rosie, now that she had 'calmed down.' Otto dreaded the meeting. He'd seen the look of fear she'd directed towards him when the knife's blade had sliced downward, as if a part of her recognized him as the one responsible for her pain.

Otto yanked the welding goggles back down over his eyes, then adjusted the position of the broken actuator on the metal table in front of him. Welding one-handed – with that hand damaged – was a challenge. He'd already put five of them into place, including the thicker central segments. He wished he had better tools to work with, because the methods he was using were crude. But the welds would hold, and the actuator would support his weight when completed.

He took another segment from the steel case, examining it carefully for any flaws. Like the other five, it was well made, sturdy. The only differences between it and the original segment were the alloy of the metal and the matte black color. He fit it to the three flexible 'spines' that ran the length of the actuator, which he'd had to repair first. The segments were fixed to the spines, and it was these flexible pieces that expanded and contracted. These were the parts he was most nervous about; he'd tried to make the point where he'd joined the broken ends with the new pieces as strong as possible, but they would always be weak points. He'd need to replace them completely for the actuator to become a hundred percent functional. He didn't know how he was going to fit in the cannibalized components, with O'Connell's men watching him like a hawk while he was in the lab, and if he were to try to sneak tools into his room, O'Connell would know he was up to something.

Seventh segment. The act of putting the metal pieces into place and attaching them had become automatic, enabling Otto to lose himself in his thoughts. He'd worked out a rough plan for escape, but he didn't know how he was going to take Rosie with him. One partially functioning actuator would barely be enough to get him out; how would he take her with him? His wounds made carrying her in his arms out of the question. What if they gave out while he was trying to climb down the building and he dropped her? He had to find a way, and soon. He was starting to get a feeling of impending doom.

Earlier that morning, the tailor, Faraday, had accompanied O'Connell, carrying several garment bags. The tailor had apologized profusely that he couldn't get more done, and then O'Connell steered him out before the chatty tailor could say more. Otto had been originally promised more clothing, to come at a later date. Was Faraday just giving him what he'd finished for now, or had the job for some reason been cut short? He slid the eighth segment in place. O'Connell isn't planning to keep me around much longer. He'd known that O'Connell wouldn't keep him imprisoned forever, and it would too dangerous to just let him free. He'd just… he'd just thought he'd have more time.

He paused in his work to pull up his tinted goggles and rub his eyes again, and work the kinks out of his right hand. At least the stitches seemed to be holding up this time, but there was a peculiar feeling centered around the slice in his palm that hadn't been there before. It was just one more pain amongst many, but something about it felt different… Otto put it out of his mind and went back to his work.

XXX

He'd done it. The tailor had taken Otto's comments seriously, and had actually done it. Otto hadn't had time to sort through the clothing Faraday had brought, since O'Connell had been impatient to escort him to the lab so he could get back to his own work. Now, though, Otto had half an hour before O'Connell returned to give him some time with Rosie, and he'd opened the garment bags to see what they held within. He honestly hadn't expected to find the Armani suit.

It was pristine white, with a black shirt and a white tie sharing the hanger. It was rather striking, though Otto was even more impressed with the back. Clever flaps of cloth and hooks would allow the suit jacket to fit around his actuators without him having to struggle to fit them through small holes. He couldn't help but think that it would look rather striking on him, once his wounds healed and he wouldn't have the bulky bandages fitted beneath.

Too bad he wasn't planning to ever wear it. It was a 'gift' from O'Connell, meant to pacify him, and Otto wanted nothing more from O'Connell. Nothing that wasn't useful, anyway, Otto amended, with a glance at the sleek black form of the damaged actuator draped over his shoulder, deceptively lifeless. The pincers were welded into place, though they hung limply, uselessly, reminding Otto of an unhinged jaw. Until the mechanisms for movement were wired into place, the pincers couldn't close or open on command. But the actuator's sinuous body could move, Otto discovered after testing it in the bathroom. Its movements were jerky as it blindly whipped around him, but the actuator worked, and his quick weld job would hold.

Otto replaced the suit in its protective cover, then turned his back on the rest of the bags. Shirts made up the rest of the garments, since they were what Otto most needed. The coat that Faraday had promised wasn't in any of the bags, so he mustn't have gotten around to it. No loss; Otto was fond of his ratty trenchcoat and its inner leather duster. Still, as he gathered up the garment bags to shove in his closet, he felt wistful. It would be nice to have a shirt that actually fits, he thought mournfully. And the tailor did put a lot of work into them. Otto stuffed them in the back of the closet, out of sight.

He sat on the edge of the bed, undoing the belt binding the three actuators and adding the fourth to the bundle. He didn't want O'Connell to examine the actuator too closely; the director would notice the 'shortcuts' Otto had made and would become suspicious. Because Otto lacked the time and all the pieces that he needed, he'd welded parts that would otherwise have waited until the delicate inner circuitry was fully in place. Repairing the actuator later would be a bitch, but Otto wasn't going to worry about the consequences now.

He was seated on the couch by the time O'Connell and his entourage of guards entered, trying not to betray his nervousness. Otto hadn't felt his nauseous about being with Rosie since he'd first met her and was worried he'd say or do something stupid that would make her lose interest. He knew he'd spend the entire time staring at her maimed hand, knowing that it was his fault. Otto wrapped his fingers around the wedding ring on its chain, stroking the metal warmed by its contact with his skin, and glanced up at the director. O'Connell stared down at him, arms folded across his chest. Otto noticed with some surprise that he had a cigarette in his lips; he'd never shown any sign of the habit before. Odd, the things that you notice when you're nervous.

Otto stood, picking up his tattered coat and draping it around himself awkwardly. It wasn't worth it to wrestle the immobilized actuators through the holes, and the cloth further concealed the semi-repaired actuator, anyway. His feet felt leaden as he trailed after O'Connell, and he felt like a beaten dog on a leash. Or a choke chain, anyway. His shoulders were slumped, which increased the pull on his tortured spine, but he didn't notice. What could he possibly say or do to make this up to Rosie? In her vulnerable state, where she didn't even recognize him as the man she loved, he didn't think she could forgive him. From the amused looks the guards shared amongst themselves, Otto wondered if they were thinking the same thing. Only O'Connell's face remained impassive.

Though his face was downcast, Otto watched out of the corner of his eye as O'Connell opened Rosie's suite. Unlike his own room, hers didn't seem to be locked. Or at least, not locked in any unconventional way that couldn't be easily broken through…

The suite was dark; only the moonlight shining through the open patio doors provided any visibility. Otto shivered as a cold breeze hit him, the first sign that fall was halfway over and winter was around the corner. Rosie was standing at the railing again, head back, letting the silver light bathe her face. Otto took a hesitant step forward, causing the actuators to scrape against the tile. Rosie, showing surprising attentiveness, turned towards him. He couldn't see her face, backed as it was by the moon's glow, but he could hear her gasp of fear. Her left hand, wrapped in a bandage and seeming small without the two missing digits, went to her mouth as if to stifle any further sound. She began to back away from him, and now he could see the moonlight reflected off her dark, empty eyes.

"See how she blames you. Somehow, she knows that your actions are responsible for her pain." O'Connell said from behind him. There was an odd tone to his voice; amusement, perhaps? "Despite her condition, she understands her place here. A lesson you'd do well to learn," he added dangerously.

"I have," Otto said hollowly. He tried to approach Rosie, but she shied away – towards O'Connell. The pain in his spine was nothing to the tightening in his chest. His heart felt as if it would break. O'Connell smiled grimly at Otto's acceptance of his fate, but then he met Otto's eyes, and the expression faded. I will break free, Otto thought fiercely. And when I do, I promise you, I will kill you. "I'll do whatever you ask of me," was all Otto said.

He thought O'Connell would leave then, but instead, the director settled himself at the table where Rosie's remaining nurse was sitting. Rosie turned to watch him go, then turned back to Otto with wide, frightened eyes. It was the liveliest Otto had ever seen her on one of his visits; he wondered why fear seemed to be the only thing that animated her beautiful features. "I'm sorry," he began, voice hoarse with emotion. "Rosie, I… I won't let him hurt you again." He hesitated. "No… Rosie, I won't hurt you again. This is my fault… all my fault."

She gazed at him distrustfully, backing away from him until she was at the railing again. It was only when she seemed to feel she'd put enough distance between them that she seemed to relax back into her near catatonic state, with only occasional glances his way to show she was still wary of him.

Head sunk so low his chin was resting against his chest, Otto turned to ask O'Connell if he could leave. The director had made his point almost as effectively as he had the night he'd cut off Rosie's fingers. He never got the chance to speak, however; O'Connell was folding his cellphone and stuffing it into his pocket as he got to his feet. He turned to Otto, and this time the grin on his face made Otto shudder. "Here's your chance to prove how well you've learned your lesson," he said, pulling something else from his pocket that looked like a remote control. "Rosie, come," he commanded, and the woman obediently trotted across the patio to her captor and mutilator. "Spider-Man was spotted climbing the side of my building," O'Connell continued. "I can't have the wall crawler poking his nose where he doesn't belong. Take care of him." He pressed the button on the remote.

And then something inside Otto came alive, sweeping through his body and dulling his pain while the gaping void in his mind was abruptly filled by the presence of the three actuators. Otto didn't think; he whirled to face O'Connell, the three actuators snapping the belt and pushing through the holes in his coat to flare around him. The fourth showed admirable restraint as it continued to play dead, though he thought he heard it explain to the upper left why its sensors no longer worked.

O'Connell had been prepared for Otto's reaction. He had one arm draped around Rosie's shoulder, holding her close in front of him. The other held a pistol one of the guards must have given him. He looked as if he wouldn't hesitate to use it. Otto turned away, his eyes scanning the dark sky as he walked to the railing. "Come out, come out wherever you are," Otto chanted softly to himself.

Inside, he felt sick. He'd hoped to escape before Peter located him. He didn't want to hurt the young man, the closest thing he had to a friend. How could he kill the youth that had saved him from his greatest mistake? How could he not kill him, and let Rosie die?

O'Connell and his men had withdrawn into Rosie's suite; the sound of the doors closing drew Otto's attention and he turned away from the balcony's edge for a split second. When he turned back, Spider-Man was there, balanced on the narrow railing with an ease a gymnast would envy. "Finally! Dr. Octavius, we need to talk-" the youth began. Two of the actuators lashed out, hitting the railing where he'd been only a split second before. Spider-Man had executed a seemingly impossible back flip and had ended up perched on the wall nearest Otto, staring down at the scientist. "Wait! I'm not here to-"

"But I am," Otto growled, the actuators moving with blurring speed, which Spider-Man again dodged. His actions were entirely defensive, and Otto wished he could listen to what the younger man had to say. But he knew O'Connell would be watching through the door, with that gun pressed to Rosie's temple. Waiting for Otto to fail again.

He couldn't fail. He couldn't let Rosie down again. Even if it meant hurting Peter.

Spider-Man looked down from his new perch atop the carved stone ledge on the roof's top, his body tensed to spring. "I know you don't want to do this," he said. "O'Connell-"

Striking directly at the wall crawler wasn't working, so Otto tried a different tactic: the three actuators slammed into the stone face below the carved stone ledge, bringing down part of the wall. Otto hoped O'Connell wasn't going to hold him responsible for any damage to the building… Spider-Man slipped as his perch fell out under him, and the actuators grabbed him out of the air as he tumbled downward. The upper left and lower right actuators wrapped around Spider-Man's wrists, while the lower left crushed his ankles tightly together. Otto nearly staggered under the weight; without one actuator planted on the ground, his lifting abilities were diminished. He leaned against the wall to steady himself.

The actuators' grip on Spider-Man's wrists tightened, and Otto heard bones grind against each other. "I'm sorry," Otto whispered. "He'll kill my wife if I don't do this."

"Dr. Octavius," Spider-Man said, his voice strained, "your wife is dead. That's not Rosie he has in there."

Just like that, Otto's hesitance towards harming Spider-Man was gone. "How dare you…" Otto hissed through clenched teeth. "Don't you think I know my own wife? Do you think I'd be doing this if that wasn't her in there with a gun to her head?"

"That woman you attacked… Lynnea… she isn't a nurse! O'Connell hired her because…" Spider-Man faltered, and swallowed audibly. "She reanimates the dead!"

"Pitiful," Otto said coldly. "To use such a weak lie-"

"It's true!" Spider-Man shouted. "Your wife's something called a corpse puppet, an empty shell used to manipulate their loved ones! I didn't believe it either, but-"

"You son of a bitch," Otto snarled, unable to think clearly any longer. His Rosie? Dead? A zombie? It was ridiculous! It went against everything Otto believed in.

But there is something off about her, a tiny voice inside Otto whispered. Otto ignored it. Do it, he ordered the actuators.

The pincers wrapped around Spider-Man's wrists tightened, and there was the sound of something breaking. Otto grinned humorlessly, until he realized the wet snaps weren't from some sort of device around the vigilante's wrists, but from the shattering of bone. Spider-Man screamed as his wrists were crushed, and Otto felt the blood drain from his face. "I… I thought you wore some device that made the webs… I didn't think… I didn't realize they were organic…" Despite his earlier determination to kill Spider-Man, the youth's screams had shaken him from his bloodlust.

"Do you think…" Spider-Man gasped out, "that I would… make up… something so… unbelievable? Find… find a way to… see her during the day… you'll see the truth."

No… it can't be the truth… But there is something wrong with Rosie… But she isn't dead! But why would Peter say something like this? Why…? He was so confused. And he no longer felt like killing Peter. "Doctor," the youth was continuing. "You need… to leave… O'Connell's going… to dissect you… want secrets you… can't give him…"

Otto felt a chill. Unlike everything else Spider-Man had said, this was all too easy to believe. He'd known O'Connell was going to kill him, but he didn't want to be dissected like some lab animal. "Hit me in the left shoulder," Otto whispered.

For a moment, he wondered if Spider-Man had lost consciousness. But then the vigilante managed, "What?"

"Left shoulder," Otto said. He didn't say more; he ordered the lower left actuator to release Spider-Man's ankles, which were as yet undamaged. At his command, the eighteen inch metal spike ejected from the actuator's coils with a rasp of metal on metal, and the blade began to cut an arc through the air towards his trapped foe.

Only, Spider-Man wasn't quite so trapped any more. The moment his feet were free, he twisted his body in a way that shouldn't have been possible for a human and slammed his foot into the damaged muscle of Otto's left shoulder. The scream that escaped him wasn't feigned, and he doubled over in pain. The actuators released Spider-Man's wrists at the confusing signals Otto was sending, and the blade of the lower left rammed into the balcony's stone floor, the force of its lunge driving the tip down several inches and the serrated edges made removing it difficult.

By the time Otto recovered and yanked the blade free, Spider-Man had managed to make it to the railing and throw himself over. Otto went to the railing, peering downward, trying to seem as if he was preparing to give chase rather than looking to see if the youth had survived the fall. Otto didn't know what crushing his wrists would do to the wall crawler…

And then the actuators went dead in his mind as the cuffs were reactivated, and they fell around him heavily. Otto gritted his teeth at the return of the unshielded pain, but he managed to stay conscious this time. He turned to see O'Connell striding towards him and hissed, "He's wounded – let me go after him to finish him off!"

"I think you've done enough for now," O'Connell said, satisfied. "You'll have another shot at him." His lack of concern mystified Otto, until he realized that there wasn't much Spider-Man could do to harm his company. If the vigilante told the papers, who'd believe him? They'd just twist his words around and blame everything on him.

Your wife is dead, Peter had said. It couldn't be true, Otto told himself as he was led out of the suite. I don't believe in that sort of thing. But as he passed Rosie and glimpsed those empty eyes, he couldn't help but wonder…

To Be Continued…

Uck, I'm so bad at action scenes. And yes, he will wear the Armani suit eventually, all right?