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

Author's Note: All right; I know that I've been saying that this would be the final chapter, but unfortunately, the chapter was running too long for me to be comfortable with, and certain bits were taking too long to write. So here's the first half, with the next chapter and an epilogue to come in a few days at most – I only have one crucial scene to write, so I'd be surprised if I wasn't done by Thursday. There are a lot of action sequences here, and I hope they're clear enough for you to follow them. Again, sorry for this not being the end just yet.

Moonlight Becomes You

Twenty-One – Explosive Situations

November 8

Otto awkwardly rolled to his hands and knees, pushing himself out from under Spider-Man and getting ready to use this unexpected diversion to his advantage. He didn't know why the Green Goblin had chosen here and now to continue his vendetta against Spider-Man, but at least it would get the arachnid off his back while he disposed of O'Connell. There was a twinge at his conscience; he was leaving Spider-Man to fight crippled – his fault, no less - and alone. But if he stayed to help the vigilante, O'Connell could use the delay to kill Lynnea and make his escape. So he blocked out the nagging voice in his head telling him to stay and began slowly to creep on his hands and knees along the rubble-strewn floor to where memory told him the door was located.

"Where do you think you're going, Fat Boy?" the Goblin's voice came from somewhere in the darkness. Fat Boy? Otto seethed, in spite of himself. Where does he get off saying… "You're next on my list!"

Otto stiffened as soft metallic clink, clink, clink sounded from somewhere off to his left, and he tried to place the familiar sound. Oh, hell! A split second later, the actuators were in motion, moving him away from the pumpkin bomb skittering across the tiled floor.

There was a flash of white light as it detonated, and Otto cried out in pain. He'd removed his sunglasses to better see in the blackness, and the light seared his retinas as though someone had jammed a knife into his eye sockets. Rubble rained down from the ceiling, though the cocoon formed by the actuators protected him from the largest pieces. Beneath him, the floor sagged alarmingly, a testament to the strength of the bomb if it could tear through the sturdy cement-and-steel construction of the floor. Otto drew in a deep breath, nearly choking on the dust that hung thick in the air. He couldn't even hear his groan over the ringing in his ears. Holy shit! That was far more powerful than any of the bombs I stole from Harry!

Father! Father, are you all right? Otto opened his eyes, but couldn't see anything except strobing blobs of light against darkness. It would fade – he hoped – but not soon enough. The actuators' heat vision was shot – the pumpkin bomb's blast had left enough ambient heat to transform everything into a pulsing blob of light – but the night vision still worked. Silently, he thanked the actuators for their insistence that he modify them during his crime spree to make them more useful to him beyond what they'd been designed for. Otherwise, he'd never have seen the chunks of mortar break free from the cracked ceiling to fall towards him. The actuators knocked the worst of it away, but a sudden yank at his spine warned him they were pulling him out of the way of something too big for them to handle. He briefly glimpsed a twisted support beam through one actuator before he felt the impact off to his side, felt the weakened floor hold the weight… and then felt it give way, and suddenly the beam, floor, and Otto went plunging downwards to the floor beneath.

XXX

Lynnea's night vision was sharper than most people's; whether it was a manifestation of her powers or just a side effect of working so often in the dark, she didn't know, but it gave her an advantage over the guards she could hear fumbling around in the darkness. She craned her neck around and could just see them as black-on-black splotches – three of them. She had the feeling that the missing person was O'Connell.

A hand brushed against Lynnea's thigh, and she yanked her leg out of reach before whoever had grabbed for her could get a secure grip. Her lunge had landed her in the ignominious position of being sprawled out on her belly across O'Connell's desk, with what felt like a stapler digging into her ribs, and she was in no position to fight back if one of O'Connell's men got a hold of her. She groped around, grabbing what felt like a paperweight, and flung it in the general direction from which the hand had come. She was rewarded with a grunt of pain, and took the momentary reprieve to worm her way across the desk until she could roll off the edge, biting back a cry as her injured arm hit O'Connell's very solid chair. Her quarry had to be keeping close to the floor, just out of sight… He wasn't behind the desk, but she wasn't going to be alone back here much longer: she could hear the sound of footsteps, partially muffled by the plush carpet, coming her way, drawn by the sound of her crashing into the chair.

Her hand went to her knife, but she hesitated. Attacking someone she could barely see at close quarters was risky; she'd be unable to defend herself from unseen blows, and her likelihood of hitting a vital area was greatly diminished. And if the knife caught in bone or muscle and he fell backward, there was no guarantee that she'd be able to find the knife in the dark before the others came after her.

So she decided to take a chance and use what Dr. Octavius had given her. She twisted her bag around so she could rummage through the contents, and her fingers closed around a smooth plastic loop. The scientist had retrieved the control collars from where he'd stashed them in a dumpster and, after locating and removing the homing device, had rigged a secure cap to keep them from accidentally pulling apart at the seams. Once the cap was removed, the connection of the two wires was tight enough that they wouldn't immediately pull apart, but loose enough that that an impact would knock it apart. Such as the impact caused by being tossed into an oncoming guard… Lynnea popped the cap and flung it at the dark shape approaching her.

The effect was startling. Even though several feet separated her from her target, the electricity in the air made every hair on her body stand on end. The guard wasn't so lucky; their was a pulse of bright light, and Lynnea thought she could actually see the man's skeleton, like in those old cartoons… but this wasn't quite so humorous. The man screamed, a high, shrill sound that shouldn't have come from a human being, which ended abruptly. The smell of charred flesh filled the air, and, despite being accustomed to death, Lynnea's stomach churned. She'd actually touched the damn things when there hadn't been any safety precautions… She was going to kill Octavius for knowingly putting her in danger…

Seeing their comrade die gave the others pause; she almost laughed. Maybe they thought she'd used her powers on him. Good; let them think she was deadly. They'd be wary of coming too close to her. And then she heard the sound of the office door opening; the other two guards were still in sight, which meant that the person who had just left the office was… "O'Connell," she hissed. She got to her feet, ready to charge after him while the guards were still too shocked to react, but then the ground lurched under her feet, and she pitched forward with a yelp. Before she could do more than wonder what the hell had rocked the entire building, the remaining guards, alerted to her position by her yelp, pinned her to the floor.

XXX

Spider-Man's precognitive abilities had warned him to take cover before the powerful pumpkin bomb went off; even so, he barely made it out of the blast radius before the world erupted into a nightmare of light and sound. He rolled under a steel desk, where he was protected from the worst of the falling debris, but it didn't help his nerves any. Harry… how… how could you do this? As if sensing his thoughts, the Goblin said after a moment, "Well, that was unexpected. I'd say this was a successful field test of OsCorp's new explosives." The glee in his voice was obvious, even over the ringing in Spider-Man's ears. There was no remorse that he may have killed innocents in the blast. Oh, Harry… what have you done?

The crunch of rubble beneath boots warned Spider-Man that the Goblin was on the move, and the vigilante remained still, hoping not to attract attention. The blast had left him shocky and disoriented, his hearing was taking its time recovering, and the throbbing in his wrists had intensified. He hated to admit it, but he was in no shape to take on the Green Goblin – but he seriously doubted the Goblin would put aside their vendetta for a day when he was feeling better. It was very inconsiderate of super-villains not to give their foes sick days.

The steps drew nearer, and Spider-Man wondered if the Goblin could see him. He clearly had some sort of night-vision; after all, he'd been able to see Dr. Octavius well enough to throw a bomb at him – though he might have been helped by the actuators' lights. Dr. Octavius… Was the scientist all right? Had the actuators been able to warn him of his danger fast enough? Spider-Man didn't dare look – not that he could have seen much, anyway. But he strained his ears for any sign that the scientist still lived.

"Come out, come out, wherever you are," the Goblin said in a singsong voice. He was uncomfortably near, and Spider-Man tensed. Then, in a smaller voice, he muttered, "Dammit; I don't see the octopus anywhere – the blast might have vaporized him. No, Peter's too stubborn to die; I know he's hiding around here somewhere, like a coward." Who is he talking to? Spider-Man wondered. Norman hadn't talked to himself as if expecting an answer – at least, he hadn't within Spider-Man's hearing.

Spider-Man ran through his options. Much as he hated to think it, fleeing was his best option. He was the one the Goblin was after; if he left, so would the Goblin. Right? His gut told him something different – Harry had said he was after Octavius, as well. Bereft of his main target, Harry might turn his attention to the scientist, assuming he still lived. So I fight, he thought dully. He was at a severe disadvantage with his injury, and his inability to see in this darkness. First, I try to even the odds. Take out his night vision. And then… maybe he'll trip over some rubble, fall, and knock himself unconscious. Right. And how was he going to neutralize his night vision? He tried his web shooters, but all he got was a weak splut soundand a small gobbet of webbing; better, but still not good enough. He groped around, trying to find something to use as a weapon. His fingers encountered a rod of metal, one of the struts that had been imbedded in the concrete of the ceiling. He wrapped his fingers around it, ignoring the pain the motion sent through his wrist. He just hoped he'd be able to swing it forcefully enough…

The Goblin had fallen silent, though the occasional crack of stone being crushed beneath his weight betrayed his location. Closer, Harry… Just a little closer… His spider-senses flared to life, giving him a glimpse of the Goblin standing above him, seconds from discovering his concealed foe. Spider-Man's grip on the metal strut tightened, and he bunched his muscles for a mighty upward swing, aiming for the glowing yellow eye-pieces of the mask that were just visible in the darkness.

He never got the chance to make the swing; he'd begun lifting the strut, clenching his teeth in pain, when it was unexpectedly torn from his fingers. One end of the metal was still deeply embedded in a large chunk of cement, and the weight had pulled the rod from his fingers. He cried out as the weight jerked at his wrists before he dropped it, and the Goblin moved in to attack before Spider-Man could recover. A foot slammed into his ribs, driving the breath from his lungs. He rolled with the force of the kick, slightly softening the blow, and leapt to his feet on the other side of the table that had concealed him. His breathing was ragged, and there was a stabbing pain in his wrists, but he shut it out. He couldn't afford to think of pain at a time like this.

"There you are," the Goblin drawled. "Why, Peter, if I didn't know any better, I'd think you were trying to avoid me. And here I thought we were friends!" Spider-Man didn't respond. Really, what could he say? "What, no snappy comeback? Where's this quick wit of yours that you're supposed to be famous for? Or is that as much as a lie as your courage seems to be?" The vague silhouette with its glowing eyes moved, and something bounced on the table's warped surface. Spider-Man sprang sideways, just avoiding the pumpkin bomb. It wasn't so easily avoided, however; his senses screamed at him to stay in motion, to avoid the whirling blades released by the bomb. One of them sliced his thigh with surgical precision, but the cut was shallow.

Spider-Man tracked the blades by the whirring sound they produced, and when the boomeranged back towards him, he ducked beneath them, then followed them towards the Goblin, who hadn't expected his weapons to return to him. He dodged out of their way and into Spider-Man's kick, which caught him in the chest. He heard the Goblin's oomph, but the padded armor protected him from the worst of the damage. The Goblin reciprocated by lashing out with his fist, impacting Spider-Man's shoulder with enough force to send him spinning.

He instinctively took aim at the eyes, the only really visible target, and tried to fire off a ball of webbing; the result was a small gobbet that splatted against the Goblin's mask. High laughter greeted this attack. "Is this the best you can do?" he crowed. Spider-Man replied with a forward lunge, head-butting the Goblin's chest and sending them both sprawling backwards. He landed atop the Goblin and brought his right elbow down, trying to break the mask's lenses. But his foe jerked his head to the side, and Spider-Man's elbow hit the floor, and this time he couldn't hold back the scream when it felt as if the force of impact had sent his radius and ulna upward into the cracked bones of his wrists. His hand spasmed, and his fingers no longer obeyed his control. The Goblin was quick to use this to his advantage and had drawn up his legs and kicked, sending Spider-Man flying forward. The floor creaked under his weight, and he realized he'd landed perilously close to what felt like a gaping hole in the floor, probably from where the bomb had gone off.

"Pathetic," the Goblin said. "I can't believe that you got the better of my father," he said derisively. "Really, it's no wonder you couldn't save Mrs. Octavius." Spider-Man bristled. It's not my fault! he wanted to yell. But he had his doubts; if he'd moved faster, if he'd dodged the blow from the actuator, if he'd just been able to stop the machine, Rosie Octavius would be alive and Otto Octavius wouldn't be a tentacled madman. It was, he admitted to himself, part of the reason he was here. He wanted to save Octavius, having failed him before. I won't fail him again…

The Green Goblin stood over him, leering down at him. "Pathetic," he repeated scornfully. Spider-Man struggled to sit up, but the Goblin's boot came down on his chest, pinning the vigilante to the floor. The super-villain reached downward, towards something that hung at his belt… and in that momentary lapse of attention, Spider-Man made his move. His left hand had come to rest on a large chunk of the ceiling, and he had just enough strength to hurl it at the Goblin's face. It didn't hit with enough force to hurt, but surprised him enough to shift his weight off Spider-Man's chest and he rolled out from under his foot and into a crouched position. He shot to his feet, and before the Goblin could react, he landed a forceful kick to the Goblin's knee, causing the other to crumple. He followed through with a spin-kick, catching the Goblin across the mask's bulging eyes.

There was a bright spark and a shriek, and he saw the Goblin double over. But the damage couldn't have been as bad as it had looked; he could dimly see his former friend rip the mask free, and heard when he tossed it aside. That should put us on more even footing. Even with his injuries, he might still have a chance to neutralize Harry; the other's clumsy efforts to block his attacks and his random punches proved that, while he had the speed and strength of the original Green Goblin, he didn't know how to fight. A few more well-placed blows, and maybe he could persuade Harry to listen to sense…

There was the sound of footsteps echoing from somewhere behind him; their battle had brought them next to the stairs. O'Connell's men, either coming to investigate the disturbance on this floor, or fleeing the chaos while the still had the chance. Spider-Man hoped it was the latter. The last thing he needed was a bunch of guards barging in unprepared for a battle between two super-powered foes in a dangerously unstable environment.

Whether arriving guards or fleeing innocents, they never even had a chance. The Goblin had recovered, and he'd heard their movement, too. "Found you!" he crowed. There was a dull thunk as something landed in a pile of rubble, and another devastating explosion seemed to bring the world down around Spider-Man.

As he struggled to wriggle free of the debris that had landed atop him without making a sound, Spider-Man felt the gorge rise in his throat. Harry had just callously killed whoever had been in the stairwell without a second thought. He'd become as dangerous as his father, perhaps even more so. His heart sank as he realized that there was only one way to end this.

With one of them dead.

XXX

O'Connell navigated his receptionist's small office by touch, finding the door leading to the hallway with little difficulty. Navigating that hall, on the other hand, wasn't so easy. The executive offices were thankfully empty – he tended to be the last to leave – so he didn't have to deal with a mob of businessmen and women panicked to the point of having the intelligence of stampeding cattle.

Not that he was far from that condition himself; that crazy bitch had come back, obviously with less-than-friendly intentions, and she'd brought a friend with her. He had no doubt that she and Octavius were working together, though why she would ally herself with the scientist was a mystery. He had to get away, before either Lynnea or Octavius found him. The elevators were obviously out, so that left the stairs. He almost groaned; while he wasn't in poor shape, the thought of tackling that many stairs was daunting. And the fact that he didn't know where Octavius was didn't help his nerves any – he could end up with Lynnea on the stairs above and Octavius waiting for him below.

When the floor unexpectedly lurched beneath his feet, O'Connell stumbled to a halt, stunned. That hadn't felt like anything Octavius was capable of; it felt more like… an explosion? Shit… Buildings were constructed to withstand a lot of normal use, but a bomb going off inside could cause massive damage. It seemed Octavius intended to bring down the building around them. Now the question was, could O'Connell make it to the ground floor before Octavius succeeded?

The stairs were located next to the two elevators, and O'Connell pulled open the door and slipped inside. He immediately encountered another problem: the windowless stairwell was pitch black, and descending the stairs at anything faster than a slow exploratory walk was dangerous. He went as fast as he dared, his heart pounding. He couldn't let either Lynnea or Octavius find him…

He'd managed several flights – he didn't know how many, in this darkness – when he felt the second explosion. It was much nearer, and the force knocked him off his feet, and he tumbled down the stairs, coming to a halt on the landing. He groaned, gingerly testing his limbs. Nothing seemed to be broken, though he was going to have some spectacular bruises, and he was going to hurt in the morning – assuming he survived until morning. He got to his feet, ready to continue, when he heard the pounding of footsteps heading his way. He tensed, and then he caught sight of them in the glow of their flashlights.

"Mr. O'Connell! You can't go out this way," the one in the lead said. "The stairs are gone." His voice was grim. "There's no way down."

"Was anyone hurt?" he asked.

"A handful of our men were on the stairs when it blew. Dr. Mason was with them," the guard added after a moment.

O'Connell's jaw tightened. Dr. Mason had been his most competent scientist; her loss was a blow to Quest. Like him, she had a tendency to stay long after everyone else had left, and it was she he'd trusted to put Octavius' theories to use. "Dammit," he hissed. "We need to get to the roof. Radio for my helicopter, tell the pilot it's urgent. We'll need to find a way to light up the landing pad," he continued, then stopped when he saw the frightened looks on the faces of some of the guards. "It's me that Octavius wants," he told them. "Just stay out of his way once I'm gone, and he won't hunt you down. He's surprisingly reluctant to take lives – what happened on the stairs must have been an accident." As he spoke, he wondered why Octavius had done it – this wasn't his style. What was going on here? He didn't share his concern with the guards, however; no use further panicking them. Let them believe they would be safe once he was gone.

He felt more secure going back up; not even feisty Lynnea could handle a dozen guards. It was Octavius he was worried about. He decided that, since they were heading to the rooftop anyway, he should make a little stop. Maybe Octavius knew his wife wasn't truly the woman he'd married – but he'd likely still hesitate if O'Connell threatened to harm her.

XXX

Get up! You must get up! The voices in his head seemed unnaturally loud echoing through his pounding skull, and Otto groaned. He wanted to bury his face in his arm and escape back into unconsciousness, away from the dull aches that threatened to blossom into excruciating pain, but the insistent nudging of the actuators made it impossible. What happened? he wondered dully. He opened his eyes, but saw only darkness. Well, at least the bright spots are gone. The blobs of light in the darkness would have been distracting. The ringing in his ears had faded, too, to an irritating background hum.

We fell, the actuators said. We are on the floor beneath the one we started on.

We failed to keep you from harm, the upper right said, sounding faintly guilty.

Before moving, Otto took stock of his body. There was pain, yes, but he didn't seem to have any major new injuries, just a new layer of bumps and bruises and a few new cuts. The worst of the pain was centered in his damaged shoulder. Nothing he couldn't ignore. Otto got to his feet slowly, in case there was some broken bone waiting to announce itself, but everything seemed in order. Where are the bug and the Goblin? Otto asked.

Still above us. They seem intent upon finishing each other off before coming after us. Through their audio pickup, he could hear the sounds of a heated battle above. Otto shoved his guilt aside; Peter shouldn't have followed him. It wasn't Otto's fault the vigilante had put himself in a position where the odds were piled against him. And he'd been up against worse; Peter was tough. He'd pull through. And if I tell myself that often enough, maybe I'll believe it.

Let's go, he said. The dark void that should have been filled by his own visual input was suddenly overlayed by three green 'screens' as the actuators let him see through their eyes. He gave their surroundings a cursory look – another lab, its layout only slightly different than the one above – then found what he'd been looking for. When he'd broken into the building, he'd chosen to enter through the wall nearest the stairway and elevators, knowing he'd have to use one of them to get to the top floor. The elevators were nearest, and he chose that to make his ascent. With the power out, the building's inhabitants would be evacuating via the stairs. Hopefully, O'Connell wouldn't be one of those men… if Lynnea had done her job, then he was a hostage in his office. If not…

He didn't want to think about that alternative.

The actuators forced the elevator doors open, but he hesitated before letting them carry him into the shaft. Where's the car? he asked. If it was stopped above him, he'd have to find a way around it. Well, he'd cross that bridge when he came to it. We do not see it. It is either too far up, or too far below.

Carefully, the actuators pulled him into the shaft, bracing themselves against the walls and beginning the arduous vertical climb. The smooth metal sides of the shaft were harder for their pincers to grip, so the going was slower than he would have liked. On the bright side, he could see the colored blots of the actuators' lights; his vision was returning.

Otto's fingers encountered the door to the floor he'd fallen from, and he spared a moment to wonder if Peter was all right. He couldn't hear anything through the thick steel, and the actuators weren't in any hurry to offer their services. Clearly, they thought that if he heard Peter dying, he'd try to help. He wasn't certain that they were wrong about that.

They continued, passing another door and were halfway up to the next when the second explosion hit. The damaged upper actuators were knocked free and the sudden change in center of gravity made the lower actuators slip, and for one breathless moment, Otto was in freefall down the shaft. Then there was a sharp tug at his spine as the actuators grabbed hold. Otto's heart was pounding so hard it felt as if it would leap out of its chest. If this night gets any more exciting, I won't have to worry about O'Connell's men killing me. My heart will give out before that could happen! Metal shrapnel rained down on him, and this time, the actuators couldn't protect him.

There was an odd, whirring sound, coming from somewhere… in the shaft? Otto frowned. What is that? Through one of the actuators, he glanced around, and then he saw the massive cables lining the side of the shaft. They were moving upwards… But that wasn't right; the power was still out. And they wouldn't move upwards at such a rapid rate unless…

Unless the car was coming down in an uncontrolled freefall. A low rumbling filled the shaft, coming from somewhere above, coming closer by the second. The explosion had torn the cables holding it secure, and now it was falling towards him.

Find a door! Get us out of here! For a moment, the actuators didn't move, and Otto wondered if they'd been paralyzed by panic. But then they dropped a few feet, and began to tear frantically at the wall. The roaring grew louder and Otto yelled at the actuators to go faster. We're trying, Father! The explosion has warped the door! With two actuators damaged and weak, and one keeping Otto attached to the wall, it seemed to take an eternity. With a groan, the door opened, and the actuators tugged him through the tight opening. His ratty coat caught on the metal and tore, and he thought he lost some skin on his shoulder as well. The car plunged past him, ruffling his hair in the wind of its passing.

Now, Otto decided, would be a good time to fall to the floor twitching.

Where are we? He glanced around, noting with a sick feeling that they'd been lucky to get through the damaged door at all; a good portion of the wall had collapsed, taking out the stairwell and, Otto saw with a gulp, the second elevator shaft. If he'd been in that one instead… Worse, the number above the elevator door was 24; he was only one floor up from the one he'd broken into. They'd lost most of their progress up the shaft! He wasn't going to risk another climb up the elevators, so he examined the stairs. The steps in the immediate vicinity had been ripped free from the wall, but further up, they looked intact. With the actuators, he should be able to make the climb.

And then he heard a yell from somewhere below him… Peter!

Father, we are here for O'Connell! Spider-Man does not need our help! He does not deserve it! The four voices were in complete unison over this. Otto bit his lip. You're right, he said, strengthening his resolve. If we delay any further, O'Connell will make his escape.

Below, it had become ominously silent.

To Be Continued…