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

Author's Note: Just one more chapter after this. I'm almost done! Thanks, all, for sticking with me for so long. Sorry there was a slight delay; I wanted to get this up Tuesday, really I did, but I ended up spending a lot of time working on "Musique de la Nuit," because I was writing one of the most important chapters in the fic and I wanted to get it just right. Also, I find that it takes me longer to do the final chapters of a fic; I have this tendency to want to rush the ending of fics, and I have to restrain myself from hurrying or I'd write an inferior chapter. And even then, I'm not good at conclusions. Sigh. Just to warn you, this one skips around quite a bit near the end, so all the players can have their time in the sun, as it were.

Moonlight Becomes You

Twenty – Octopus, Spider, and Goblin

November 8

There was no power to the lab, and the shattered windows hadn't been repaired. Glass shards still glinted in piles on the floor; someone had made a cursory effort to sweep it out of the way, but hadn't done anything beyond that. Yellow police tape hung in tattered streamers in the window's warped framework, rippling in the chilly breeze that invaded the cold stone space. It wasn't home anymore, Otto thought. Not without Rosie. Glass crunched underfoot as he searched the lab for anything that hadn't been taken by either OsCorp or Quest; tools, parts, anything he could use to repair the actuators. But it had been stripped clean, leaving nothing larger than a few nuts and bolts.

Otto didn't even want to see what was left in the section of the building that had been the home he shared with Rosie. Her presence still lingered, and walking through those cold, empty rooms, knowing she'd never walk there with him, was more than he could currently bear. So instead, he took a seat on the chilled stone floor under the shadow of the warped crescent that was all that remained of his life-changing experiment, staring off into space as he mentally formulated a plan for breaking back in to Quest Aerospace.

He'd wait until night had fully fallen; O'Connell had kept late hours during Otto's brief association with the man, and he didn't think the director had changed his habits. It gave him a few hours, max. He'd originally wanted to get his hands on the blueprints for the building and learn the shifts of the security guards, but he had no time for that now. Thanks to his woeful mishandling of the First Ave shootout, news of Doctor Octopus's return would be all over the papers tomorrow, and was probably being broadcast over all the news even now. The police would be on the lookout for him, and it wouldn't be long before they thought to check the lab. He'd be gone long before then. At least he didn't have to worry about O'Connell's men finding him; he'd dumped the three collars in a dumpster, wrapped in rubber. He figured they would be safe until a garbage truck came, and if they discharged in the truck, they'd be insulated by the trash.

Lynnea entered the open space of the lab, holding a couple of cans that she'd presumably salvaged from the kitchen. "Do you want any of this?" she asked. Otto just nodded without looking to see what it was. She turned back, and Otto returned to his planning.

Really, there wasn't much he could plan. The Quest building was well guarded, and cameras were focused on the building's sides – and, knowing that Otto could climb those sides, O'Connell had probably doubled the surveillance. He couldn't enter from the top. Entering from the ground floor wouldn't work again; this time, he wouldn't be there at O'Connell's invitation. He had a tentative idea, but he'd need a distraction…

"Here you go. It's lucky your gas line wasn't disconnected, or I'd have had to cook this with a lighter," Lynnea said, setting a bowl in front of him. She frowned at the look that he gave her. "What is it? What are you looking at?"

Otto smiled grimly. "A distraction."

Lynnea took a step backwards. "Why am I thinking I'm not going to like this?"

"I want you to turn yourself in to O'Connell."

Her dark eyes narrowed, and her jaw tightened. "What the hell makes you think I'd do something that stupid? He'd kill me on sight!"

"Not if you had information he wanted. Say… the location of a certain scientist. He might be willing to keep you alive long enough to get that location. And by then, I'll have broken in."

Lynnea shook her head emphatically. "And in the mean time, he might decide to kill me rather than listen to me, and I'd have no chance at escape. Wouldn't it be safer just to have me call O'Connell and set up a meeting in a neutral area with a just a few guards and just take him out there?"

He'd already thought about that. "Assuming O'Connell would fall for such an obvious trap, yes, it would be easier. But I need to get into the Quest building itself for other reasons. They have my plans, my theories, and they're going to make money off of them. Even with O'Connell dead, Quest would still have those plans in their possession." He gave her a beseeching look. "You're the reason I'm in this mess. Don't you feel the least bit guilty about that?" She looked unmoved by his appeal; so much for tugging at her moral fibers. "Any money that either of us find, you can keep."

That got to her, as he'd thought it would. The loss of half her payment from O'Connell had been a serious blow, and the potential to get that money back, and then some, was enough to convince her to at least think it over. Otto pressed onward. "Besides, don't you have… abilities that could keep you safe?"

Lynnea set her bowl aside. "Do you mean, could I just wave a magical wand and make O'Connell's men burst into flame?" she scoffed. "If I could, my life would be so much simpler. But I'm a necromancer; my talents lie with the dead. And while I know a thing or two that can be used on someone living, it involves time-consuming rituals. I can't imagine O'Connell being polite enough to wait for me to finish a spell before he kills me. All I have to protect me are skills I learned in a self defense class that I've been honing ever since."

Otto found he was relieved by this. He still had trouble wrapping his head around the concept of someone with the power to raise the dead; knowing any more would push him past the limits of his credulity. Perhaps past the limits of his sanity… In his college days, he'd read stories by H. P. Lovecraft and, while he couldn't recall most of the stories themselves, there had been a recurring theme of characters going mad as the supernatural world was revealed to them. He didn't need madness on top of his other problems. "I'll do everything I can to protect you," Otto said, "if you do this."

Dark eyes stared up at him, their gaze unreadable. "I'll think about it," was all she said.

It was the best he could hope for. "I'm leaving in an hour. Make your decision by then."

XXX

Spider-Man made his painstaking way across the city, to the Quest building. He was careful not to use his hands, making the journey by hopping from rooftop to rooftop. He didn't know when Dr. Octavius was going to make his move, but Spider-Man wanted to be there when the scientist showed up. A voice at the back of his mind told him that, if he just told the police that Doctor Octopus was going to attack Quest, their presence would deter the doctor.

On the other hand, if Dr. Octavius didn't care what happened to himself, as Spider-Man suspected, then nothing would stop the man. But I've been able to talk sense into him before; if I can do it again, I can save him. He came to a stop a block from the Quest building, remembering the surveillance cameras he'd seen when he'd buzzed the building searching for Dr. Octavius. Who knew how O'Connell would react to his presence? So he crouched atop the gargoyle adorning the building that gave him the best view of Quest, and waited.

XXX

Otto unwound the bandage around his right hand, slowly flexing his fingers and testing the strength of the healed flesh on his palms. When it didn't immediately pull open, Otto increased flexion, testing his limits. The fingers he'd broken during his fit after Rosie's mutilation ached abominably, but seemed to be holding together well. Despite all he'd been through, he seemed to be slowly healing. There was one peculiarity, however; the skin around the palm wound was slightly discolored. It wasn't gangrene, and it wasn't necrosis; it didn't hurt any more than it should have, so Otto put it out of his mind.

He was more worried about his shoulder. He pulled off his coat and shirt, then began to unbind the wound. He was surprised the bandage had held so well; the wound was in the muscle right below the ball-and-socket joint, making it difficult to dress. Once the wound was exposed, Otto probed it gently with his damaged fingers, idly wondering if the pain he felt was from his fingers or from his shoulders. He examined it in the bathroom mirror, wincing at the damage. The blade itself had sliced cleanly, but its jagged edge had lodged in his muscle and his escape from Osborn's penthouse followed by his own clumsy efforts to remove the blade had caused further tissue damage. And then he'd been forced to cauterize it… He'd been bleeding too much, so he'd salvaged a hot chunk of metal from the wreckage of the van and shoved it into the wound, searing the blood vessels and creating a nasty second-degree burn in the process. Scar tissue had already begun forming around the wound, but it would still be several weeks before he'd have full use of the arm.

It didn't matter. Otto didn't think he'd live that long. He wondered if Lynnea had noticed that he hadn't made any plans for leaving the Quest building. He wanted only to get in and kill O'Connell; it didn't matter what happened to him afterwards. He did, however, intend to give Lynnea enough time to leave with Rosie's body so she could lay his wife to rest – assuming the re-animator agreed to help him.

Otto stretched his arm, wincing as pain shot through the limb. He didn't want to face O'Connell and his men showing any sign of weakness. No sling. No bandages except for a light binding of gauze around his shoulder. Still, a little pharmacological assistance would have been appreciated. He rifled through the contents of the medicine cabinet, but found nothing stronger than a mild headache reliever. He thought longingly of the bottle of painkillers he'd left in his suite in O'Connell's building; being able to dull the pain would have made this easier. Well, it did him no good thinking about it. He pulled his shirt and coat back on and went back into the lab's open area.

Lynnea was seated on the floor, her cat in her lap and her voodoo doll leaning against her thigh. She was holding the framed picture of her daughter and was gazing down at it, eyes slightly unfocused. At the sound of his approach, she looked up, quickly putting the picture away. "I just called the clinic to speak to Lenore. One of the nurses I spoke to said that someone had called to ask about her," she said, before he could say anything. "Someone the nurse didn't know. I'll do it. I don't like it, but I'll do it. I need to make certain that bastard is dead, and I won't believe that's happened until I've seen it for myself. Not that I'm doubting your ability to crush him in to a pulp," and she seemed to be addressing the actuators when she said this, "but I just need to know for sure that my daughter will be safe from him." She stood up, brushing Bat off her lap. "I'm ready whenever you are."

Otto looked her up and down. She'd changed from the casual dark clothing she'd normally worn in his presence to an outfit that was tight, black, and revealing, accessorized with a bone choker and a long black coat. The red streaks in her hair had faded somewhat, but scarlet strands were still visible beneath the iridescent black feathers she'd braided in. Otto raised an eyebrow.

Lynnea gave him a sheepish grin. "It's a bit much, I know. But when I actually dress like a normal person, no one takes me seriously." She gave him a wicked grin. "And it tends to make people who know what I do hesitate around me. When I look like some kind of hooker from hell, people are more likely to believe that I can cast spells and do some serious damage. Go figure."

Otto decided to ignore her rambling. "We leave in ten minutes," Otto said. "We have to make a stop on the way, however… I have an idea to help keep you safe."

XXX

It was all going down tonight. Harry knew this with great certainty, and his father agreed with him. OsCorp's spy in Quest had reported there'd been a disturbance that morning; while O'Connell had covered up the incident, rumors had circulated, enough for the spy to deduce that something had made its escape from Quest. Harry had been furious, at first, thinking he'd missed his opportunity to take down both his biggest competitor and the man who had twice brought his company to ruin. His father, however, had ordered Harry to think rationally. Taking a chance that the scientist would take shelter in his lab, Harry had gotten there first and planted a bug within the lab. The day had gone by with no luck, and Harry had begun to formulate alternative strategies for striking at Quest, Dr. Octavius, and Peter. And then, at dusk, the listening device had picked up a conversation between Otto and some unknown female. He was going after Quest tonight – and where the Octopus went, the insect was sure to follow.

And Harry intended to take them all out.

He'd already laid the groundwork for his assault on Quest the previous night; fortunately, his intrusion hadn't been detected. Harry smiled as he removed the headphones he'd used to monitor the doctor's conversation, and swaggered over to the mirror and its hidden passageway. He had plenty of time to get to Quest before the fun began, but he didn't want to miss a moment of this. A high-pitched cackle slipped from his lips, quite unlike his own normal laughter. He was still laughing madly as he flew across the city towards Quest.

XXX

Lynnea halted before the double doors leading into Quest's ground floor foyer, swallowing back her fear. Despite her earlier display of confidence, she was terrified. O'Connell wasn't a man to be trifled with; the threat he posed to her and her daughter was very serious. It had occurred to her that perhaps she could buy her life by telling O'Connell what Dr. Octavius had planned, but there was nothing to stop the director from killing her after she told him. She was better off trusting her fate to Octavius, much as it galled her to trust anyone.

Funny. She was trusting her life to a man who had tried to kill her half of the times she had come in to contact with him. O'Connell had only tried to have her killed once. There was a wry twist to her lips as she pushed one of the glass double doors open, striding with false bravado across the marble floor towards the receptionist's desk. Her steps echoed in the empty space, and she suddenly felt very vulnerable and alone.

She stopped before the desk, clearing her throat to get the attention of the woman seated behind the desk, reading. The woman looked up, saw Lynnea's outfit, and gave her a condescending expression. Lynnea wondered what had happened to the male receptionist who'd been so interested in her cleavage – small though it may be – that he would have given her any information she'd asked for. "I need to see Mr. O'Connell," Lynnea said with false pleasantness. She hated having to ask, but after business hours, the elevators leading to the floors with the executive offices no longer took visitors up.

"I'm sorry," the woman said, sounding anything but, "Mr. O'Connell is about to leave for the day and is not seeing any more visitors. If you make an appointment, he may be able to fit you into his schedule two weeks from now."

Lynnea leaned over the desktop and grinned down at the receptionist. "Oh, he'll want to see me. Tell Mr. O'Connell that Lynnea is here with important information concerning this morning's disturbance. If you wait until, oh, two weeks from now to tell him, you'll probably lose your job. Maybe even more." She flashed a sinister grin. "Mr. O'Connell isn't the most understanding of employers, is he?" she mused.

The woman wasn't impressed by this but, apparently realizing she wasn't going to get rid of Lynnea any other way, she picked up her phone and put in a call up to O'Connell's office. She repeated Lynnea's message, and after several moments during which Lynnea fidgeted, the woman finally set the phone back on the cradle and turned to Lynnea, giving the girl a vaguely surprised look. "Mr. O'Connell will see you," she said. She punched a few buttons on the console beside her and said, "You can take the elevator straight up to his office." She helpfully pointed, but Lynnea was already on her way.

As the elevator doors closed, cutting her off from the rest of the building, she breathed a sigh of relief. So far, so good… The plan had been for her to meet with O'Connell in his office, if possible, and, once the scientist's actions drew the attention of the security forces, she was supposed to take O'Connell hostage. It would keep him from making his escape while Octavius smashed his way up to the top floor. It also put her close to the upper floor and the corpse puppet, making the scientist's intent clear even if he hadn't told her: if he didn't get out of this alive, she was still to flee with the woman and perform the rites to put Rosie back into her grave. The fun part of her job was to keep O'Connell from having her killed before then. If she could just keep him distracted long enough for Octavius to get up there, everything would be okay. Right. It was a good thing she had an ace up her sleeve; maybe she'd get out of this alive.

The elevator dinged far sooner than she would have liked, and the door slid open. "Here goes nothing," she muttered. She slowly traversed the short distance between the elevator and O'Connell's office, noticing that so far, at least, there weren't any heavily armed men shadowing her. With luck, the only one in the office would be O'Connell, though she highly doubted it.

She took a deep breath before knocking on the door. It opened before she could draw her fist away, and Lynnea was ushered in by one of the well-dressed men whose bearing immediately marked him as one of O'Connell's covert 'job men.' Lynnea gave him a weak grin, wishing he wasn't at her back as she entered the posh office. O'Connell was seated behind his desk, two guards flanking him. "Welcome back," he said, a slow smile spreading over his features, and Lynnea shuddered. It was the look a predator gave its prey before striking…

XXX

The wind had picked up, tugging at the strands of Otto's unkempt hair as he clung to the side of the building nearest Quest, counting the floors. His intention was to enter midway up the building; the lab where he'd been forced to work had been on the twenty-third floor, and he planned to enter through there and trash the place. Hopefully, whatever guards weren't watching the ground or top floors had been called to O'Connell's office for Lynnea's visit. Otto hoped there weren't many of them; he really didn't want her harmed. Hopefully, what he'd rigged up for her would help when things went chaotic. Why did I involve her? She's seemed confident that she could handle herself, but he was having second thoughts. It was far too late now…

Do not worry, Father; there are only three others in the office with her. While the three harmonic actuators had been scanning the twenty-third floor for heat signatures, the upper right had picked up on his concern for Lynnea and checked the office.

All clear, the other three said. Otto tensed, and the actuators pushed off the building, launching him across the gap between buildings. Before he impacted with the class, the actuators snapped forward, and the window that had been his target shattered. Jagged pieces of glass rained downward, the worst of the shards blocked by the shielding actuators. Otto landed on his feet, knees bent and one hand outward to keep from pitching over. He straightened, shook slivers of glass from his coat, then scanned the empty lab around him. But before he could take a step, a voice behind him cried, "Dr. Octavius! Don't do this!"

Otto groaned inwardly. Spider-Man had found him.

XXX

Harry Osborn watched Octavius' entrance through amber-lensed eyes. "And so it begins," he said softly. He held up his left arm, exposing a line of buttons set within the material of the glove. "Do it, son," his father's voice whispered in his ear.

Innocent people would die if he did this. Dare he take that final step? Once he did, he could never return to being the man he was, never again be an honest member of society. He'd been traveling that path ever since he'd lost his father, without really being aware of it. Now, he felt as if he stood at the edge of a precipice, and once he went over the edge, he'd be lost forever.

"Coward," his father's voice hissed. "You're weak. Your morals are holding you back from fulfilling your potential. You are an Osborn! You are better than the rest of society! These aren't lives; they're just obstacles to be overcome! Do it. Prove to me that you are worthy of being an Osborn!"

Harry wavered for just a moment, as the carefree youth he'd once been battled with the embittered young man he'd become. All this pain, all this suffering… I could end it now. I'm not weak, Father! Watch me. A soft chuckle began, starting as Harry's low chuckle, then rising up to a high, maniacal laugh. Feeling no remorse, the Green Goblin pressed the button of the remote detonator attached to his wrist.

Somewhere across the city, the bomb set in the power plant that the Goblin had visited the night before picked up the signal, and there was an explosion that took out half the city block, including more than a dozen innocent bystanders.

All around him, the city began to go dark.

XXX

"I didn't expect to see you again," O'Connell said mildly. Both his hand rested on the desktop, as if to show her that he meant her no harm. She wouldn't have believed that even if there hadn't been three armed men in the room.

"Neither did I," she responded with the same false brevity. She turned the chair in front of his desk around, sitting astride it and folding her arms across the head rest. "But you and I both know you're not the kind to just let me go free, not after you tried to have me killed."

O'Connell sat back in his chair, folding his arms behind his head. "So you decided to save me the trouble of threatening your child by coming to me willingly?" he asked, flashing a nasty grin. Lynnea tried not to let his attitude get to her. He knew why she was here, but he seemed to be getting some perverse pleasure out of toying with her.

"I want to make a trade. My life, in exchange for Dr. Octavius. I know where he's hiding, and I'll share this information with you, if you give your word that you'll leave me and my daughter alone."

"And how do I know this isn't false information?" he asked. "Why would you know where Dr. Octavius is?"

"Because I was at the homeless mission when your men tracked him down and botched the attempt to capture him. He let me tag along with him when he left, thinking that your men would come back and threaten me. He's really a big softie. Pathetic, really." Lynnea tried to sound disgusted by the villain's compassionate nature. "I slipped away when he fell asleep; he's pretty wiped out from the escape and the fight with your men. Should be pretty easy to sneak up on him and capture him if you move now."

O'Connell leaned forward. "Where is he?" he asked.

"I'm not saying anything until you give me your word that you'll leave me and my daughter alone."

O'Connell's sideways glance was the only warning Lynnea had before the man who'd been standing behind her pressed something cold and metal against her temple – the muzzle of his gun. Okay, Dr. Octavius… now would be a good time for you to make your move! Her fingers inched closer to the shoulder bag she'd brought inside with her, wondering if she'd have time to reach inside before the man pulled the trigger. "Now," O'Connell said, "you're going to tell me where Dr. Octavius is, or I'll let William here blow your brains out – and your dear little Lenore will be next."

C'mon, Doctor… it's been long enough. Make with the destruction, already! She was ready to move the moment the alarm went off; lunging across the desk and putting a knife to O'Connell's throat would require only seconds… assuming the scientist ever set off any alarms. Dammit; where are you?

The lights suddenly cut out, leaving them in total blackness. Even the normal light pollution that should have been pouring through the window was absent; Lynnea wouldn't have thought it was possible for the city to be so dark. Sweet… I don't know what you did, Doc, but this is perfect! The man holding the gun had let it drop in his surprise, and Lynnea lashed out with her left hand towards where she remembered last seeing his head, and was rewarded with a grunt of pain. Before he could react – assuming he was conscious – Lynnea sprang across the desk, towards O'Connell.

Except that he must have been moving faster than she had, because he was no longer in his seat.

XXX

Otto blinked in the sudden darkness, wondering what had just happened. Had the arachnid webbed his glasses? No, he realized, and slid off his sunglasses. His hyperdilated pupils adjusted rapidly to the darkness, and he realized he wasn't blinded. But everything had gone dark; not just Quest, but most of the surrounding city blocks must have, as well, for there to be such a total lack of light. What the hell?

"What did you do, Doc?" Spider-Man asked. He hadn't moved from his perch beside the shattered window.

"This wasn't my doing," Otto said. "I wish I'd thought of it, though; it's brilliant." With the actuators' heat vision and night vision, he'd have an advantage over any of O'Connell's guards.

Otto saw Spider-Man stand in front of the hole, partially obscuring what little light did leak through. "It's a complete blackout," Spider-Man said, dismayed.

"Yes… I imagine there are several criminals planning to take advantage of this. You should go out and stop them," Otto said. Why had Spider-Man chosen to come after him? He was doing the world a favor, ridding it of this blight on society. "Leave me be." He had to hurry; there was no telling what trouble Lynnea was getting in to. He thought the girl would be smart enough to take advantage of this unexpected blackout, but he still worried. He didn't imagine O'Connell would make an easy hostage…

"I can't let you do this." Somehow, Spider-Man had positioned himself in front of Otto without him noticing; a little thing like darkness wasn't going to slow the arachnid's reflexes. "You're making a big mistake. Doctor, I know you're not the villain everyone thinks-" Spider-Man suddenly froze, then, with a scream of "Get down!" he hurled himself at Otto. Unprepared for the arachnid's lunge, he was caught off balance and thrown to his side with a groan before the actuators could respond. They coiled, preparing to strike back, but Otto held them back. Over the sound of their metallic clacking, he could hear another noise: the sound of blades slicing through the air. A high-pitched laugh echoed through the vacated room, and a familiar silhouette blocked the gaping hole, shutting out the light.

"I heard you were having a little party," the goblin said in his shrill, nasal voice, "and since you didn't invite me, I thought I'd crash it."

To Be Continued…