Disclaimer: Spider-Man characters are property of Marvel. Lynnea, Susan, and O'Connell are mine. Yay.

Author's Note: Well, I'm back. Sorry this is later than I'd hoped; inspiration wasn't coming. Nearly done with this! I'm close… so close… And then, after this, I get to start my new fic NOSCE TE IPSUM. Hooray for challenging myself… I think I try to do too much. This is yet another chapter where not much happens and it seems to be filler. And I get to show off my complete lack of skill in all things electronic. You'd think the daughter of an electrician would pick something up after so many years… Anyway, I apologize. The story picks up after this, as I near the conclusion. Unfortunately, that conclusion could be further than I thought; this might end up a couple chapters longer than I'd expected.

Moonlight Becomes You

Eighteen – Desperate Measures

November 8

Spider-Man just gaped, open-mouthed, at his vulnerable foe for several long moments. He'd known, of course, that Octavius would try to escape, especially after what Spider-Man had told him, but he hadn't expected the scientist to break free so soon. Or to be here, of all places. This would be the ol' Parker luck again, Spider-Man thought numbly. Man, will I ever get a break?

Susan clearly hadn't expected to see him here, either. But, much to his surprise, rather than being afraid of Octavius, she seemed to be afraid for him. She shifted, putting herself between Spider-Man and Octavius, glancing between the two of them with wide eyes. A sinuous black shape, reacting to the movement, uncoiled from the sleeping scientist's backside and rose into the air, swaying like a charmed snake. The three pincers opened, and it gave an odd warbling squeak. Beneath it, Octavius shuddered and then woke. He pushed the cat away, and it mrred unhappily. Octavius stared blearily at the two onlookers for several moments, and then it seemed to register that Spider-Man was standing over him. The black actuator coiled into a striking position over his shoulder; the others remained motionless.

"Stop!" Susan said desperately. "Please… not here! Not with both of you injured!"

At her words, Spider-Man became aware of the ashen tone of his foe's skin, the sunken eyes, the arm in a sling against his chest… That's why he wanted me to hit his left shoulder the other night; he wanted me to strike a wound so he wouldn't have to pretend being hurt. He remembered his encounter with the scientist on Halloween; just how badly had he been injured?

Lynnea had appeared from wherever she'd been hiding in the maze of boxes and was watching the exchange with interest. "Fifty bucks says the octopus wins," she said to no one in particular. Thanks for the vote of confidence, Spider-Man thought acidly, but then, with his wrists damaged, the odds for his success didn't look too good.

"I don't want to fight," Octavius said wearily. The actuator gave a squeal and turned to look at its host, then flopped down on the cot. Octavius flashed a weak grin. "It's never going to let me hear the end of this," he said, referring to the actuator. "What are you doing here, arachnid?"

Spider-Man gritted his teeth as he held up his ruined wrists. "Looking for help," he said stiffly. "I can't exactly go to the hospital. I was desperate."

Susan relaxed visibly as it became clear there wouldn't be a confrontation. Yet. Spider-Man was not happy about what Octavius had done to him, and, while he wasn't the vengeful type, a part of him wanted the scientist to pay. With his wrists broken, he couldn't perform his duties as Spider-Man, leaving the city virtually unprotected. Oh, the police would do what they could – but his short vacation from his crime-fighting several months ago had shown him just how much the city needed the costumed crime-fighter.

Octavius couldn't meet his eyes. The concrete floor beneath his scuffed boots suddenly seemed very interesting. "I'm sorry," he said, almost too softly to be audible. Susan's lips thinned as realization dawned. Spider-Man wondered how she'd gotten involved in this; she was clearly unhappy with Octavius, though unsurprised.

"This is neutral territory," Susan said quietly. "I'd appreciate it if you keep your enmity outside the mission. The people here don't deserve to get caught up in a battle between the two of you." Spider-Man nodded, then waited for Octavius to respond. There was no telling what the doctor would do, or be coerced into doing. But the scientist just nodded slowly, still refusing to meet anyone's eyes. "Good. I'm going to see what I can do about your wrists," she said to Spider-Man, then turned to Octavius. "Is there anything you need?"

"Tools," he said immediately. He pulled one of the grey-and-yellow actuators into his lap and ran his fingers along a smooth metal band set behind the pincers. "I need to remove these. And… food," he added reluctantly. "I didn't want to ask…" he trailed off.

"Lynnea, could you grab him a bowl of soup? And we have tools in the closet since we do our own repairs; nothing really advanced, but it's all I can offer you." Susan directed Spider-Man to sit on the cot beside Octavius, then went off to fetch the tools while Lynnea trailed after to retrieve the soup. Bat took the opportunity to curl up in the small gap between the two of them.

"Did you see-" Spider-Man began.

"I saw," Octavius said heavily. "It's like she died all over again." He closed his eyes and massaged his forehead. "That's two times I've lost her." The pain in his voice was clear, and Spider-Man momentarily forgot what Octavius had done to him. His wrists would heal, but the doctor's anguish at losing his wife would stay with him forever.

"I'm sorry," he said. "I didn't want it to be true. I didn't believe it, myself, at first. You know, the whole raising the dead thing. But MJ and I did some research on it and there are a lot of stories-" Spider-Man trailed off as the scientist seemed to sink further and further into himself. Good work, Parker, he scolded himself. He just lost his wife – again – and here you are rubbing it in! "Sorry," he repeated weakly.

"Just leave me alone," Octavius whispered. His fingers were clenched around the inanimate actuator's pincers tight enough to turn his knuckles white. There was a tremor in his voice, and Spider-Man angled his head so he could examine the scientist through his lenses. The lighting in the store room was dim, and Octavius had removed his sunglasses. The lost look in those wide brown eyes was heartbreaking. But there was something else there besides sadness: Rage, a smoldering fury unlike anything Spider-Man had seen in the doctor even when they'd faced off as foes.

He couldn't quite suppress a shiver. Octavius was a man with nothing to lose – which would make him very dangerous. Steven O'Connell was a dead man and, as much as he deserved it, Spider-Man couldn't let Octavius kill him and make the biggest mistake of his life.

XXX

It barely registered when Susan set a battered toolbox on the cot next to him and led Spider-Man away; Otto didn't snap out of his stupor until Lynnea came with a bowl of lukewarm soup and held it before his face, wafting the smell his way. His stomach rumbled, reminding him that he hadn't had a proper meal since his barely-touched dinner the previous night. Otto took the offered bowl and slowly consumed the contents without really tasting it. Sensing his need to be alone with his thoughts, Lynnea scooped her cat into her arms and left him.

It was the first time he'd been able to really think things through without other concerns demanding his attention since Rosie had collapsed into his arms that morning. He set aside the empty soup bowl and stared down at the motionless actuator in his lap without really seeing it. He'd lost her again… A sob rose in his throat. It wasn't fair! Why did this keep happening to him? The accident had destroyed his life, taking from him everything he'd held dear and leaving him a ruin of a man. The one good thing to happen to him had turned out to be a cruel lie. Once again, his world was falling apart around him.

This time, however, he had someone to blame for his pain. O'Connell.

We will make him pay, Father, the functioning actuator said. But first, you must free the other units. Without being asked, the pincer nosed open the toolbox and pulled out a screwdriver, then nudged Otto's hand until he opened it and accepted the tool. There isn't much to work with here, but we should be able to do it. Was it just his imagination, or did the mental voice sound uncertain?

Otto stared down at the screwdriver as if he'd never seen its like before. The actuator warbled, its equivalent of an exasperated sigh, then snapped its pincers shut with a loud clack, making Otto jump. He blinked rapidly, then regarded the impatient machine with surprise. You must not lose focus, Father. That man used you and plans to make money off your designs, and he would have killed you to get us. You wish for revenge, remember?

I remember, he said quietly. I haven't lost sight of that. It's just… No, you wouldn't understand.

The actuator didn't probe into the matter further, as another human would; it knew its limitations when it came to human emotion. Instead, it made a show of examining the collar fastened around the lower left pincer. There are no explosives, it said after a moment. There is a high probability that we can free the others if we are very careful. But you must focus! it admonished.

Focus… right. Thoughts of revenge would have to be reserved for later. Without four functioning actuators, he'd have no chance of getting his revenge. The cuff contains a chip that interrupts the signals from your brain and the AI of the individual units, the actuator informed him. Removal of the chip will free the others with no permanent damage.

This seems far too simple, Otto said. He waited for the ax to fall, and wasn't disappointed.

The cuff does not contain explosives, but it is wired to emit an electric pulse that will potentially cause serious damage to you and will has a 99.9 percent probability of scrambling the programming of the actuator if you break the circuit of the wires in the collar.

So I have to remove the cuff without breaking the circuit. Show it to me. The actuator's sensors were able to produce an image of the cuff's inner workings, which it projected into Otto's brain. He closed his eyes so as not to be distracted, and carefully studied the schematic. The image wasn't complete, due to the lack of certain sensors, but it was enough. He could see the wire that triggered the electric shock; it completely encircled the actuator, and had been activated as soon as the two endpoints had come into contact with each other when the collar had been closed.

Otto had two options: Finding out the frequency of the remote control that disabled the cuffs and rigging up something to emit that frequency, or remove the cuffs without breaking the circuit. Unfortunately, he couldn't just slip it down the pincer; it was too snug, and would get caught on the hinges of the pincers. If he could just slightly loosen each cuff, he could slip it off… but how could he do that without breaking the circuit?

Nothing is ever easy, is it? He had an idea, but he didn't know how he could pull it off. He couldn't use his left arm, and his right hand was still bandaged, the fingers barely able to move. The upper right actuator wouldn't be much help, either, without the delicate internal instruments it had had before its destruction. He needed a steady pair of hands. Or at least one steady hand. Peter was out, Otto realized with a wave of guilt. He wouldn't be able to do much for a long time. Susan would probably be willing, but Otto didn't want to put the woman at risk if the electric pulse went off. She'd already done so much for him already. That left… Lynnea. She was injured, but at least she had use of one arm. Would she help him? He knew he was desperate to even consider her. But, if she died, it would be no big loss… even if the image of that wide-eyed child would haunt him if Lynnea died.

It would be just one more demon to deal with.

"Lynnea?" he called softly, his voice echoing through the storeroom. After about a minute, the young woman slipped through a gap between two stacks of boxes and stood regarding Otto suspiciously. He noted that she stayed out of attack range of the lone actuator.

"Yeah?" she asked, eyes narrowing. She'd been reading; she held a book in her right hand, fingers marking the page. Despite the shoulder damage, her grip seemed steady, compared to his own shaky grip, anyway.

"How's your shoulder?" he asked.

She frowned. "It hurts like hell, but the bullet didn't hit anything vital, and the doctors said it's a clean wound that should heal without any permanent damage if I'm careful." She absently touched the spot beneath her collar bone where the bullet had passed through. She wrinkled her nose. "I suppose I have you to thank for that." Her frown deepened. "What's with your concern all of a sudden?"

"I need an extra pair of hands." Otto's mouth quirked at the irony of the situation. Who'd have thought there'd be a situation where eight limbs weren't enough? "I need to disable these devices on the actuators, but it requires steadier hands than mine." He considered for a moment. "Is there anything electronic in any of these boxes?"

"I saw an old Nintendo back there. I haven't really dug around, though."

"That'll work. Bring it here."

Looking as if she resented his commands, Lynnea spun on one heel and vanished into the maze of boxes. She emerged with the grey plastic box that had once been the height of technology, but was now obsolete. "Haven't seen one of these things in years," Lynnea mused as she set it on the cot next to Otto. "I wonder if it still works?"

Otto cracked the plastic casing, making Lynnea wince. "Not anymore," Otto said. He examined the innards, noting with satisfaction that it contained several wires. He plucked out several, laying them atop the discarded casing.

"What are you going to do?" Lynnea sounded fascinated in spite of herself.

"If I cut off the cuff, I'll set off a trap that will destroy the actuator and electrocute me. I've been electrocuted before; it's not something that I care to repeat," Otto said wryly. "I have to avoid severing the circuit."

"And how do you plan to do that?"

"I'm going to use these wires to lengthen the circuit enough so I can slide the cuff off."

Lynnea cocked her head, thinking it over. "But won't you have to cut the wires in the cuff to splice in these? Won't that, uh, break the circuit?"

Otto positioned the actuator in his lap so she could see the seam where the two ends of the cuff had been joined together. "There's an area where the two ends of the wires meet where one of these," he held up a short twist of wire scavenged from the Nintendo, "can be spliced in. I'll be able to separate this junction but the circuit will still be complete and I'll be able to remove the cuff."

"That sounds… simple." Lynnea bit her lip. "Why do I get the feeling that you wouldn't need me if it were that easy?"

Otto smiled grimly. "You're going to have to do the actual work. And if you fail… well, you wouldn't be able to move quick enough to get out of the way of the electrical discharge."

Lynnea just gaped at him. "You ask an awful lot for someone who isn't paying me!" she snarled. "Why should I do this for you?"

"Because I'm going to kill O'Connell," Otto said simply. "You may have barely escaped him, but do you really think he'll just let you get away? He may not know where you are now, but I'm betting he knows about Lenore, doesn't he?" From the tightening of Lynnea's jaw, he knew he'd guessed correctly. "Do you think he'd hesitate to use her to get at you?"

"No," she said softly. "I've already called the clinic to see if anyone has asked about Lenore, or if they've seen anyone strange in the clinic. So far, there hasn't been anything suspicious, but you're right. O'Connell's not the type to leave any loose ends."

"I can prevent that," Otto said softly. "Just help me do this."

"All right… but you can't leave O'Connell alive. If that bastard escapes to harm my daughter, electrocution will seem pleasant compared to what I can do to you."

Coming from the young woman, the threat should have been amusing. But this was a girl who could raise the dead, and possibly had other unnatural talents she hadn't revealed. She'd also shown a distinct lack of morals. Otto resolved to never underestimate this unassuming young woman. In her own way, she was more frightening than O'Connell.

XXX

"That's the best that I can do," Susan said, stepping back. "I'm no surgeon, so I can't tell you if it did any good."

The past hour had been hell for Spider-Man; Susan hadn't just bound his arms as Mary Jane had, she'd tried to push each wrist bone into place so they no longer pushed against his skin. Without x-rays, it was guesswork, and Susan had only done it at Spider-Man's urgings. He was prepared to take the risk that she'd made things worse instead of better. The oozing web shooters, she had no clue what to do with.

And it had hurt. As Susan slowly bound his wrists, using smooth lengths of wood to support the wrists and limit movement, Spider-Man tried not to scream. He was accustomed to physical pain by now, had thought he had felt the worst. But nothing, nothing compared to this. He moaned and leaned back against the wall. Susan had gone to raid the cabinets for some aspirin to dull the pain, leaving him alone in the break room. The other volunteers had left Susan alone while she cared for his wounds, but occasionally, curious faces peeked around the door frame to get a close-up look at Spider-Man. At least they left him alone, respecting his need for privacy.

Susan came back with a small white container, twisting off the lid as she approached. Spider-Man was grateful; child-proof caps were impossible to open even with two functioning wrists. Hesitantly, he rolled back his mask to just under his nose, wincing as each movement of his fingers jarred his wrists. Hurt or not, his paranoia wouldn't let Susan touch the mask. He took the proffered pills and popped them in his mouth, washing them down with the bottle of water Susan offered him.

"Shall I call a cab for you?" Susan asked. "Or do you have a Spider-Mobile parked out there?" Her lips quirked in a wry grin.

Spider-Man returned her grin as he imagined driving around in a 'Spider-Mobile.' It would probably be red and blue, with a web motif… He wouldn't be caught dead in a vehicle like that. And it would certainly ruin the element of surprise; there was no way he'd be able to sneak up on a mugger in a car like that. "I think I can manage," he said. "Just give me a few minutes." The aspirin was taking affect, and he leaned back, savoring the dimming of the pain. Maybe he'd be able to get some sleep tonight; he certainly hadn't been able to the previous night, when the slightest movement had sent pain shooting through his arms. Yes, he'd have no trouble sleeping right now, no trouble at all…

When Susan came back in to the break room five minutes later, Spider-Man was snoring. She pulled the mask back down over his jaw, then quietly left the room, warning the other volunteers to stay away.

XXX

Sweat burned her eyes, and Lynnea leaned back to rub her arm across her face. Just one more, and these damned things will be completely free. The upper left actuator was the last, and Lynnea had to fight the urge to just yank the collar off and be done with it. The process of removing the control collars was more difficult than Octavius had said it would be, and Lynnea wanted to scream in frustration. For one thing, it was more difficult than they'd originally expected to not break the circuit. The two ends, joined when the cuff was locked in place, weren't connected to each other; rather, the knobbed heads were just touching. Meaning that as soon as the collar's outer layer was peeled away, there was little holding the two ends in contact and all it would take to break the circuit was the slightest slip, leaving her fried to a crisp because there was no chance she'd be able to back away… And then, the new wires couldn't be spliced in, after all. Lynnea had to hold the insulated wires in place while Octavius pulled the touching heads apart and carefully slid the widened loop down the pincer. As an added bonus, the machines expressed their displeasure at being trapped for so long by thrashing around as soon as the chip was no longer in contact with their casing. Lynnea was frankly stunned that she wasn't dead yet.

She was about to go back to work, when she noticed that Octavius wasn't even paying attention to what she was doing. Bastard, she thought wearily. Here she was doing the hard part, and he wasn't even watching!

His eyes were on Bat, who was crouched down in Classic Kitty Pre-Attack Posture. Wide, unblinking green eyes were focused on the lower right actuator, which was sweeping restlessly across the cot's surface. Whiskers twitched, the cat's only movement. Then, without warning, the cat sprang, wrapping his paws around the actuator just behind the pincer head and struggling to wrestle the machine to the ground.

Lynnea expected her feline's antics would earn him instant death, and started to lunge forward to drag her companion to safety, but the scientist's chuckle stopped her. "Brave, isn't he?" Octavius asked, turning to regard Lynnea.

"Or stupid; I haven't decided which, yet. Can we get this over with, Doctor?" She couldn't understand why he was letting himself get distracted; he'd been the one so gung ho to free his machines!

"Right," Octavius said. He tore his gaze away from the cat, who was now lying on his back with the actuator still clutched in his front paws and was kicking savagely at the metal segments with his rear feet. Impossibly, the inexpressive piece of machinery seemed to be amused by her cat's ferocity, and the other two actuators were watching the battle with interest. Better that than them watching her, Lynnea decided. Those unblinking lights seemed to bore into her, making her squirm. Except for the black actuator; the dark place where the light should have been reminded her eerily of an empty eye socket, yet it could still watch her. She shook off the feeling and turned her attention back to the job at hand. Carefully, Lynnea touched the exposed wire tips of the U-shaped wire salvaged from the Nintendo to the bare patch behind each knob of the contact points, and Octavius slowly parted the connectors. "Just a moment," he said. The two actuators not involved in the cat vs. tentacle battle arced around and gripped the immobile actuator with vise-like grips. "This one knows I've been taking parts from it, but it might react badly when it's freed and realizes just how many parts I've used," Octavius explained.

Great… Because I really, really wanted another challenge. No wonder he was saving this one for last. She supposed she could understand why the actuator would react strongly; if she'd woken from a coma to find her organs had been harvested, she'd be pissed, too.

Lynnea blinked. At what point, she wondered, had she started to think of the machines as having emotions and personalities? No matter. She just wanted to get this done… As soon as she announced she had a tight hold on the wires, Octavius widened the collar as far as it could without yanking the wire from her grip and began to slide it down the pincer's scorched length.

The actuator shuddered under her hands, and she and Octavius froze. She could feel the power of the machine under her hands, could almost feel it tense in anticipation for a strike. She hadn't gotten this feeling from the other actuators, and she turned toward Octavius worriedly. But he wasn't paying attention again; his eyes were squeezed tightly shut, and he was muttering under his breath. "It doesn't seem to hear me," Octavius whispered. "I removed a couple of wires last night… I was tired when I did it… I might have severed something I shouldn't have." Octavius changed his grip so he could concentrate on holding the collar steady.

"You mean you lobotomized it?" Lynnea asked, and the scientist's eyes snapped open. Beneath her hands, the actuator twitched again. The lower right actuator, free from Bat's grip now that the cat was watching the removal process with fascination, joined the other two actuators in holding the trapped unit by grabbing it right behind the pincer head.

"We can't just slide the collar off; it won't hold still long enough for that. The others are going to yank the actuator backwards, so we're going to have to hold the collar steady." Another, more violent jerk almost made Lynnea lose her grip on the wires, and she quickly adjusted her grip.

"Whatever, just hurry," she said through gritted teeth.

"Hold on," Octavius said. Like he needed to tell her… His one-handed grip joined her own, so at least if she died, he'd join her. "All right," he said. "Do it." The three actuators pulled the fourth, which thrashed in their grip. But it was faster than the gradual sliding off of the collar, and it looked as if they'd pull this off without a hitch.

And then the collar snagged on the last joint of one of the pincer's claws when the head unexpectedly blossomed open. There was a jerk on the collar, causing her fingers to slip. The wire was pulled away, breaking the circuit.

To Be Continued…

Ugh. The removal of the collars on the actuators just isn't that clear, is it? I know what I'm talking about, and it sounds good in my head, but I just can't seem to make it sound right on paper.