Disclaimer: All Spider-Man characters are property of Marvel, sadly. I wouldn't mind owning them… Lynnea, Susan, and O'Connell belong to me.

Author's Note: This chapter wasn't originally part of my plan, but it fits in, even though it means this fic is now going to be at least on chapter longer than I'd originally intended. I guess that's not so bad, right? For you, anyway… I'm the one stuck writing. Stupid chapter; why were you so frickin' hard! Why did you take two whole weeks – and a half - for me to write? Agh! I almost scrapped it, except that it turns out that I need it now; I've planned things around it.

Moonlight Becomes You

Nineteen – Loose Ends

November 8

When death wasn't immediately forthcoming, Lynnea slowly opened her eyes. Her face was whiter than normal and her voice, when she finally found it, was a croak. "Why… why aren't we dead?"

Otto looked down at the cuff he still held in his hand, so the girl wouldn't see the expression on his face. "Oh… I resealed the collar as soon as most of the actuator pulled through," he said casually. "You weren't in any danger." He showed her where the two ends had once again been latched together. "Really, you could have let go sooner."

The expression on her face made it worth it. "You… I… But… You bastard!" she shrieked. "I thought I was going to die!"

Otto chuckled softly as he directed the three actuators to bring the upper left towards him. "Now you know how I felt under O'Connell's care." He was still smiling, but his humor was gone. There was a long moment of silence as Otto pried open the actuator's pincers and examined the wiring inside. It didn't take him long to find the problem; he hadn't severed any wires, as he'd feared, but had instead pulled one loose. He reconnected the wire, and the actuator stilled under his hands. He released it, and the actuator began to test its movements. The pincers hung slightly ajar due to his cannibalization, making it look as if it had a broken jaw, but he now had two fully functional actuators and two that were half functional.

How are you doing? he asked.

We are functioning at 83 percent, three voices in perfect harmony told him.

I am functioning at 65 percent, the fourth voice told him.

Otto was taken aback. He'd expected that once all four actuators were active, they'd go back to their harmonious relationship. But the exclusion of the damaged upper right from their report was peculiar. He wondered if it was the start of a whole new problem for him.

Do not worry, Father. I will still act in accord with the other units, the upper right told him. But I have grown accustomed to acting independently. Otto just frowned. It was too early to decide whether this was a change for the better or worse.

"Is everything all right? You have this kind of empty-eyed, slack-jawed look on your face like you've just been lobotomized or something," Lynnea interrupted. "I was worried you were going to start drooling on the sheets."

Otto snapped back into focus. "The actuators were running a diagnostic and giving me a report," he said, his voice vaguely irritated. Lobotomized? Did he really look that bad when he was conversing with the actuators?

Lynnea shook her head wonderingly. "You really do hear voices in your head, don't you? You may be the only criminal who can get away with that excuse."

"It's not all it's cracked up to be," Otto said, turning his attention from the girl to the three cuffs setting beside him on the cot. He'd closed them as soon as they were free of the actuators, but there was still a chance someone could set them off. "I don't suppose you saw any rubber in all this junk, did you?"

Lynnea shook her head. "I didn't see anything, but I'll look. You could probably find anything in there; my mom would've been in heaven picking through all that crap. She was a yard sale junkie. Some of the things she brought home…" Lynnea broke off. She gave him a peculiar look, then got up to rummage around through the boxes. He heard occasional exclamations from somewhere in the depths of the maze of boxes, and after several moments she came out with a rolled doormat. "Why would people think the poor want Pokemon cards?" she wondered. She handed the mat to Otto. "Will this be of any use?"

The doormat was indeed rubber, and Otto rolled the cuffs into the mat. Hopefully, there would be enough insulation in case the cuffs accidentally went off before Otto disposed of them. He didn't know what he was going to do with them yet, but he wasn't going to just leave the dangerous devices here.

"So, now what?" Lynnea asked. She put her book back in her bag, then backed away from him. "Time to storm Quest Aerospace and beat O'Connell into a bloody pulp?" There was an eager look in her eyes that Otto didn't quite like, as if she relished the thought of seeing their erstwhile employer reduced to a gory smear on the floor. Granted, he felt the same way, but it was still unsettling to see the expression on the younger woman's face. He'd grown so accustomed to having her as his friendly nurse that, even after knowing that she was responsible for all that had happened, it was still difficult to accept there was something wrong with her. It was why she wasn't dead yet.

"No," Otto said mildly. "I'm exhausted, I need to try to repair some of the damage to my actuators, I don't have a plan of attack, and O'Connell's men are likely to still be in an uproar over my escape. I'm not going anywhere until tomorrow night at the earliest." He flopped down on his side, facing away from Lynnea. He wanted at least one good night's sleep before he went after O'Connell.

Assuming his thoughts would leave him alone long enough to get that sleep.

XXX

The three men stopped before the First Ave Mission's steps, eyes on the sign above the door. The one in the lead turned to the man to his left and murmured, "Are you sure this is the place?"

The second man consulted the small electronic device he held. "The signal is coming from straight ahead," he said. "You've got to admit; it's one hell of a hiding place." He slid the device back into the pocket of the long, bulky coat that concealed his Kevlar armor. The other two men were identically dressed.

The first man grunted in agreement, and his hand rested on the butt of his gun, concealed in one voluminous pocket. "Don't draw until we know he's here," he warned the other two. He knew they had itchy trigger fingers; after the dressing down O'Connell had given them for losing Dr. Octavius, they needed an outlet for their anger. The man smiled mirthlessly. At least they'd been given permission to finally do what Quest's security force had been wanting to do since they'd taken the doctor prisoner… His fingers stroked the cold metal of the silencer attached to the barrel of his handgun. They'd be doing the city a favor, ridding them of a pest. Their orders were to take him alive, if possible, but O'Connell had given them permission to kill if necessary, just as long as they brought the actuators back intact. The lead man was hoping that killing would be necessary.

Despite the late hour, the door wasn't locked, and the trio entered the mission. The first man wrinkled his nose at the stench of unwashed bodies and he surveyed the benches full of the dregs of humanity with disgust. At least there'd be no big loss if they had to dispose of witnesses. No one would care if a few homeless were killed.

"Excuse me, can I help you?" A weary-looking woman had spotted them and started to cross the room. The man forced his face to remain neutral; he didn't think she'd welcome someone disgusted by the atmosphere. He must have given something away, however, because the woman slowed as she drew closer, her pleasant smile fading. "Are you lost?" she asked.

"We're looking for someone," the first man said. "A… homeless man. Tall, middle-aged, brown hair, sunglasses, with a long, tattered coat?" For Octavius to be hiding here, or to at least have stopped here, the man figured that the scientist must have frequented the place, in the guise of one of the city's hundreds of homeless. And if he was a regular, then someone here had to recognize the description, and must know something about him. If he was gone, maybe someone here would be able to reveal Octavius' haunts.

The man knew he'd hit the jackpot when the woman started, then began to uneasily toy with a loose strand of her long red hair. "Hundreds of people come here for shelter; there must be dozens that fit that description." She was trying to remain calm, but her expressive face wasn't good at concealing emotions. She knew exactly who they were talking about and, judging from the way her eyes darted to the side as though looking for something, he was still here. "If you'd wait here, I could check for you…"

He grabbed the woman's arm, not roughly, but tightly enough to keep her from pulling away. "I know what the man looks like; it would probably be quicker if I searched myself."

"We don't like visitors poking around the mission; it makes our patrons nervous." The woman showed remarkable courage, despite the fact that the three of them now surrounded her.

"You may not realize this, but you're harboring a dangerous criminal," the first man said. He had the feeling that she did know this, and this was confirmed by the slight widening of the woman's eyes.

"It's in your best interests to tell us where he is," the third man said, voice empty of all emotion.

"We don't want to hurt anyone," the second man said in a wheedling tone. "Just hand him over to us, and we'll leave without a fuss. We won't even inform the authorities that you've been hiding Doctor Octopus." He'd intentionally spoken loudly enough to be heard by the crowd of homeless and volunteers. A soft murmuring broke out, and a few of the homeless made a beeline towards the entrance.

"Susan, what's he talking about? What's going on?" One of the male volunteers had come up to them, presumably to back up the woman, but now he was glancing between the redhead and the three men with confusion.

"I don't know what he's talking about," the woman, Susan, said, but there was a catch in her voice. "Who are you?" she asked them. "You can't just barge in here like this! I'll call the police!"

The male volunteer took the hint and began to walk away, but the second man stepped in front of him. "How do you think they'll react when they hear you've been hiding a criminal?" the first man challenged. He gave her a sickening grin. "Besides, do you think the police care about a dump like this? They'd rather pretend it didn't exist."

"Let me go," Susan hissed. She tried to jerk free of his grip, but his fingers tightened around her. He waited for her next yank, and when he abruptly let go, she crashed to the floor with a cry. Two men in shabby, stained clothing came forward to help the woman up, while several more of the homeless headed towards the door, leaving behind their half-full bowls. Apparently, no hit meal was worth being stuck in the middle of something like this.

"We're just going to look around," the first man said, his voice unapologetic. The woman looked so shocked at first that he thought she wasn't going to put up any protest. Until she threw back her head and screamed.

XXX

Father! Wake up!

Something is wrong. Cold metal nudged his face, and Otto winced when the pincer pressed against one of his wounds. Cruel, but an effective way to wake him up if the voices in his mind weren't enough.

What do you mean something's wrong? He was fully alert; life on the streets had taught him that the transition between sleep and full wakefulness was a very vulnerable time, even for him.

We heard a scream from the other room. Otto listened, but couldn't hear anything through the thick walls of the storeroom. At his command, the actuators increased audio pickup, and suddenly Otto could hear the commotion beyond the door. It didn't sound like one of the infrequent scuffles between two drunken homeless. He couldn't make out what was going on, but he was a frequent late-night visitor to the mission, and it was neverthis noisy this late at night. A scream? he asked, heart pounding.

There was only one reason trouble would come to the mission: Someone had come after Otto. The cuffs had tracking devices… Idiot! He was furious for himself for not thinking of it earlier. Of course O'Connell would want to keep track of Otto! And now everyone in the mission was in danger because he'd been a fool. Has anyone entered the storeroom yet?

No. They are still outside. But it will not be long before they find us. They rose in the air around him as pushed himself to his hands and knees. He had to get out of there; if he fled, there would be no reason for the intruders to harm any innocents, right? But escape was easier said than done; the only door led into the heart of the mission, the single window was a narrow slit that even someone who wasn't encumbered by actuators wouldn't be able to get through, and the walls were concrete, and he wouldn't be able to break through them before whoever O'Connell had sent located him.

And then there was Lynnea… Otto had no doubt about her fate if they found her here. She was a loose end, one they wouldn't hesitate to take care of. Despite what she had done, Otto couldn't leave her to die. He clambered to his feet, heading towards where he'd last heard her rummaging through the boxes. He found her collapsed atop a pile of ratty bedding and pillows, her cat curled at the small of her back. The feline looked up at his arrival and mrred a greeting. Remembering Lynnea's fear of contact, he used an actuator to nudge the girl's still form.

It was a wise precaution. Her first instinct upon waking seemed to be to fight; she rolled from his touch, a knife coming to her hand seemingly from nowhere. If the actuator hadn't grabbed her wrist, she might have tried to stab it before she realized what she was doing. She tried to pull away from its grip, but the strength of the pincers was vise-like. After a few moments, the sleepy look on her face faded and she dropped the knife. "Don't do that," she hissed.

"We've got trouble," Otto said, forestalling any further admonishment. "O'Connell's men found us."

Any remaining drowsiness vanished from Lynnea's face. "How many? Where are they?" she asked.

"I don't know, and they're still in the main room. The actuators picked up the sound of someone screaming," he said grimly. He hoped no one was hurt...

"Is there another way out?"

"No; I already considered that," he said. "And we can't hide; they know we're here, and O'Connell's men aren't the type to just do a half-assed search and leave. And even if they didn't find us, they're likely to hurt someone trying to learn our location. Our only option is to go out the front door."

She was smart enough not to contest the 'we.' After all, they'd already tried to kill her once, and if they found her here, they'd have no qualms about finishing the job. "Is that possible?"

"O'Connell can't have sent many men; the police may ignore a homeless shelter in general, but even they can't overlook a contingent of armed men marching on the building. I'm guessing they intended to catch me by surprise, and that there are only a handful of men. Well armed, but only a few."

Lynnea retrieved her knife from the pile of threadbare blankets. "So, what's the plan?"

"Stay here; you're wounded, and a knife is no good against several men who are probably carrying guns." Fortunately, she didn't protest, as he'd half-feared. At least she wasn't one of those girls who felt she had to prove herself, though he had the feeling that if she hadn't been wounded, she'd be a good person to have at his back. "I need to take these men out. They don't know the actuators are free, so I have an advantage. After that… I need to get the cuffs out of here. And you'll need to find a new place to hide until you can get out of the city." Otto gave the actuators the order to 'play dead,' and they went limp as though still restrained by the cuffs. "If something goes wrong, stay hidden, then get out of here as soon as you can" Though it was inaudible to there ears, the actuators had reported hearing more screams.

XXX

It wasn't the screams that woke Spider-Man, but, rather, the familiar prickling of the precognitive abilities he colorfully referred to as his 'Spider-sense.' He got a glimpse of three men, a woman lying at their feet, a crowd of shabbily dressed men and woman cringing away from the armed intruders. He jerked fully into consciousness, feeling a moment of disorientation as he tried to remember where he was. Knowing his location made it easier to act on his senses, to form a plan of action. I'm at the First Ave Mission, he remembered. A homeless shelter. Getting my wrists fixed. But why would there be trouble? Dr. Octavius! The scientist had insisted he wasn't here to hurt anyone, and Spider-Man was inclined to believe him. But trouble had clearly followed the villain, and Spider-Man wasn't up to a fight. While Susan's ministrations had helped, his wrists weren't going to be miraculously healed after a short nap.

He couldn't just stand by if there was trouble, however. He flexed his wrists experimentally, wincing at the pain that shot through his arms. No engaging anyone in fistfights, then. But he wasn't completely helpless. He stood up and went over to the break room's door, pressing his ear to the wood in an attempt to hear what was going on outside. There was quite a commotion, and Spider-Man heard a scream. He was fumbling with the door knob when pandemonium broke loose. And then he heard the first gunshot.

XXX

Otto entered the main room, his right hand upraised as if in surrender. The left was still in its sling; anything that made him look harmless and helpless would work to his advantage. The four actuators scraped on the cement floor underfoot, drawing looks. Out of the corner of his eye, he saw eyes widen and mouths drop open as they realized what was in their midst – even the city's homeless recognized a super-villain when they saw him. Several turned and ran, unhindered by the three armed men who stood in the center of the crowd. Good; they didn't have orders to kill all witnesses.

They had Susan at their feet; she was lying on her side, groaning. A thin line of blood ran down her temple and cheek. She looked otherwise unhurt, to Otto's relief. No one else looked injured, either, though a few of the volunteers looked like they were about to keel over in fright. The assembled homeless were made of sterner stuff and merely looked like they wanted to join the others in fleeing.

At his entrance, the men turned as one to face Otto, and he thought he saw disappointment on one of the men's faces, and was sickened. They'd come hoping to have to kill someone! "Doctor Octavius," one of them said with false pleasantness. "Our employer requests that you return to his services."

Otto was in no mood for games. "What have you done to these people?" he demanded harshly. "I heard screams."

The first man waved a hand at Susan. "She was trying to warn you. Foolish woman didn't expect that you'd actually come to help her." There was a gleam in his eye; he realized he'd found a potential hostage, and he wouldn't hesitate to take advantage of that.

"I didn't come to help," Otto said, his voice sinking into that low growl he'd grown used to using during his criminal career. "There's no other way out of here. I thought perhaps we could come to an agreement."

"You mean, you'll pay us twice what our employer is paying us?" the group's spokesman said mockingly. "I've heard that one before. This is the agreement: either you come with us willingly, or I put a bullet in your head and we take your corpse along with us. Either way, we still get paid. We're all reasonable men here, Doctor; if you choose to come willingly, no one gets hurt." Out of the corner of his eye, he saw the other two men pull weapons from their coats, and the first man plunged his hand into his own pocket.

"You're wrong," Otto said. "You may be 'reasonable men,'" and he used the term loosely, "but I'm a madman, remember? And I choose the third option." Now! he commanded, and the actuators responded instantly, changing from immobile deadweight to blurs of motion in the blink of an eye. The first man didn't even have time to react when one of the pincers struck his chest, the force of the impact sending him flying across the common room and into a knot of gawking homeless men and women. Spectators ducked out of the way, screaming. The second man was hit simultaneously, hurtling him towards one of the tables. His back hit the table's edge, and there was a sickening crack. This one wasn't going to be threatening Susan again… The third man, who'd been standing a little ways back, managed to dodge an actuator's swing enough that the blow only caught him in the shoulder and sent him sprawling. He recovered quickly, raising his gun and firing.

The shot went wide, missing Otto. He didn't get a chance to fire again; the lower right tentacle grabbed the gun in its pincers and crushed its barrel – and, in the process, several of the shooter's fingers. The man screamed and clutched his wounded hand, distracting him from the second blow of the actuator that rendered him unconscious.

The first man, meanwhile, had recovered from the attack and had crawled back towards the still-dazed Susan, drawing his gun and holding it to the woman's temple. "Stand down, Doctor, or I kill the woman."

Dammit! He'd thought he'd hidden his concern for Susan! Apparently not… Looking down at the woman's panicked face, Otto deeply regretted the words that came out of his mouth. "So kill her. I'm not going back." His voice was cold, emotionless, and yet he got the impression the man wasn't buying his indifference towards Susan's fate. The gunman's grip around Susan's neck tightened.

The gunman gave Otto a knowing grin and said, "Whatever you say." His fingers tightened around the trigger.

And then, out of nowhere, a red and blue blur crashed into the man feet first, knocking the gun from his hand and slamming the man's head against the floor. Spider-Man fell awkwardly onto his rump, and remained in the undignified position as he surveyed the scene around him. "Well, that wasn't as graceful as I'd hoped," he commented. "No one breathes a word of this, okay? I have a reputation to maintain."

Otto offered Susan his hand, which she accepted. As she steadied herself, Otto glanced around the room, and his attention was caught by a group of people surrounding a still form lying in a spreading pool of blood. No… The gunshot had missed him, but hit one of the spectators behind him. Otto moved closer, ignoring the way the gawkers jumped out of his way as though they were next on his hit list, and crouched next to the figure. His worn, soiled clothing and dirty features marked him as one of the homeless. There was a hole in his chest, in the vicinity of his heart, and there was far too much blood around him. Otto reached out to check his pulse, but someone batted his hand away. Susan leaned down, her slender fingers going to the man's throat. After a moment, she shook her head. "He's gone," she whispered.

"I'm sorry… this is my fault…" Otto tried.

"Get out of here," Susan said.

"I will; I'm going to make certain this is never going to happen again."

"It won't," Susan said, "because you're not coming back."

At first, he thought she was predicting his death. "What?"

"It was a mistake to let you come back once I learned who you were," Susan said. "Even when you mean well, people get hurt. Get out of here, Otto. Don't come back," she said dully.

"It was an accident," Spider-Man said from somewhere behind them. "He didn't-"

"Get out!" Susan screamed. "Just get out!"

Otto's shoulders slumped. "Just let me grab my things," he said, his voice empty. Even the actuators, sensing his emotions, drooped until they were almost dragging on the floor. "Don't worry; you won't see me again."

XXX

Spider-Man didn't know whether he was still welcome or not. The people remaining in the mission were eyeing him with the same wariness they viewed Dr. Octavius with. Silently, he checked the condition of the three men. The one he'd jumped, and the one that Octavius had knocked unconscious were still breathing. The man who'd impacted against the table, however, was dead; his spine was snapped, and he was bent in an angle the human body wasn't built for.

There was movement behind him, and he turned to face Susan. The woman had recovered admirably, but there was still a haunted look in her eyes. Spider-Man hated to bother her, but he had to know. "What are you going to do?"

"Rodney called the cops," she said. "We can't lie to them. We'll have to tell them that Dr. Octavius was here and that these men came after him." Her shoulders slumped. "We didn't know it was him, at first. We didn't know we were harboring a criminal. He was just one of the homeless… lost, alone… And when I did find out, he was wounded and helpless. I didn't think he meant to harm anyone… I know he didn't intend for this to happen, but he brought it upon us. I had to ban him, I had to!"

"I understand," Spider-Man said. "You did what you had to. No one's going to hold you responsible."

"I knew who he was, and I still let him come here. They may ask me to leave."

Spider-Man couldn't think of any way to comfort the woman. But she seemed to need nothing more than someone to listen, and he could do that, at least.

"Worse, I turned him out on the streets. When he came to us, he was really no better off than any of the other homeless that we assist. I swore never to turn away anyone who needed help, and now… How am I going to live with myself?"

"Dr. Octavius can take care of himself," Spider-Man said, though he wasn't certain that was true. To Spider-Man's eyes, the scientist looked haggard, wrecked, even, as though he no longer cared for himself. He looked as though he was barely clinging to life, and now, in one day, he'd lost his wife for a second time and been banned from what was probably the one place where people had been kind to him.

Wounded or not, Spider-Man was going to have to keep an eye on Octavius – now, the only thing the man had to live for was his revenge on O'Connell. He wouldn't put it past the doctor to make an assault on Quest that could only be described as suicidal.

XXX

Night was falling. Somewhere in the city, his wife was coming to 'life,' under the complete control of O'Connell. Otto trudged gloomily along, avoiding the pedestrians hurrying about their business. Lynnea tagged along behind him.

She'd seen the sense in leaving, and had packed during Otto's battle. Having nowhere else to go, she'd agreed to come along with Otto. He wasn't willing to lose her, not when she was the only one who could break the bond between O'Connell and Rosie. She was reluctant, but she grudgingly admitted that he could protect her better than she could protect herself with a wounded shoulder. Which was how he'd come to be walking down the street with Bat's cat carrier in his good hand, because Lynnea couldn't juggle both the carrier and her bag with her own wounded arm. She'd made a few comments about it, at first, about how the cat carrier was a good disguise for him because no one would expect Doctor Octopus to haul around a kitty, unless it was a secret weapon of some sort. She'd joked that it sounded like a movie, Doctor Octopus and the Kitty of Doom. Otto had just given her a look, and she'd clammed up.

She hadn't said anything since, until Otto brought them to a halt before the building he'd chosen as a temporary hideout. It was a place he'd never wanted to return to, but he didn't plan to stay long.

"Good choice," Lynnea said dryly as she examined the building's face. "They'll never think to look in a building with your name on it."

Otto ignored her. He went to the door, pulling away the yellow police tape that still hung in the way, and used an actuator to force the door open. The lab's atmosphere had that musty feel of a building long neglected, though he imagined he could still smell the floral scent of Rosie's perfume. The lab, with the warped remains of his first failed experiment was the first thing one saw upon entering, bringing back unwanted memories. He shouldn't have returned…

Lynnea whistled as she set down her bag, then trotted over to examine the twisted crescent barely visible in the gloom. The only light came filtered through the plastic flaps stapled over the shattered windows that had claimed Rosie's life. Lynnea circled ground zero of the reactor, then bent down to examine something.

Otto had come to a decision. "I'm going tonight."

Lynnea slowly stood, staring at him as if he wasn't quite sane. "You're what?" She brushed the dust off her knees.

"I'm going after O'Connell tonight."

"What about what you were saying earlier? What about having a plan, being rested, et cetera? You said so yourself that going in unprepared would be a death sentence. Are you going to just throw your life away just because you were banned from a homeless shelter?" He wondered why Lynnea cared.

"I'm exiled even from the outcasts of society," Otto said hollowly. "It doesn't matter anymore. This ends tonight."

To Be Continued…