FATR: First, I will give a brief recap, and reading it is optional.

Thus far: Ana told Otto she would bring Rosie back to him if he collects all five stones and does this spell for her. She has also been using him as a source of energy in return for information about her and her people, the Nasarians. Ana's been trying to kill her sister Emma for millennia, but Emma won't stay dead and she's mentally incapable of fighting Ana back. Enter Leonis Del Armand, the water demon who wants to help Emma destroy Ana. Stephanie is a maid in Fisk's house. Steph made friends with the supervillains and was ostracized by her peers for it. Tired of being in the middle, she turned to Ana for help. I hope this recap has been helpful.

I don't own anything except Ana, Stephanie, and Emma. Leo was created by my pal Bill, and any other major characters are property of Marvel. I don't own shit, and you'll get squat if you sue, so don't try. Enjoy the chip chip...

X)O(X

Otto slunk down the stairs the next morning, actuators thunking heavily on the stairs. He didn't care that each step left tears in the carpet and prints in the elegant marble. Ana hadn't shown herself yet, but when she did... When she did, Fisk's anger at anything Otto had or hadn't done wouldn't measure up in the remotest sense. It was like comparing a tsunami to a sun shower. Otto just... stopped caring... about everything... Everything except himself and Ana and Rosie, at any rate.

"Morning, doc!" Max beamed brightly as Otto entered the kitchen. It had been a good night, or so Max felt. After all, the bug and the freak in the lab coat had let them all get off essentially scot-free. They'd escaped with quite a haul, really. Fisk would take half of it, but Max wouldn't let that get him down. Otto, however, looked terrible. More terrible than usual, Max corrected himself. What on earth was wrong with him? Life was too short to be depressed. Sure, the job hadn't gone perfectly, not by a long shot, but none of them had died or anything. Max frowned. It was an expression that looked strangely foreign on his face. "What's with you, Mr. Mopey McMoperson?" Otto simply jerked open one of the cupboards with an actuator. He wasn't nearly as careful and controlled as usual. In fact he almost ripped the door clean off. "Dude, seriously, what is your malfunction? I mean, little Spideykins got the thrashing of his life last night. Doesn't that..." Max trailed off as Otto glared at him. He couldn't see the scientist's eyes, but he could feel the glare burning through him.

"Not today, Maxwell." Otto jerked a mug down with his human hand and went to get coffee. Sleep had been mighty elusive last night. The doctor had been terrified of waking up to find Ana looming over him with a knife or something worse. It had been forever since the scientist had worried about monsters in the dark, especially because the light hurt his eyes, but now... He sighed. Was there really any point in eating? Or drinking, for that matter? Well, there might be a need for drinking, but not unless it involved something heavily laced with alcohol.

Max was taken back by the use of his full name. His euphoric demeanor evaporated and his eyebrows knitted together with concern. "You wanna talk?"

"No," Otto snarled. Then he sighed, keeping his back to Max. "The arachnid and his friend escaped."

Is that what this is about? Since when was he so hellbent on destroying Spider-Man? I mean, I know he hates him and all, but this much? "So did we," Max pointed out. "There'll be other fights." He watched Otto wilt, almost literally. His shoulders drooped, his head hung, and all of his tentacles, even the top two, dropped below waist level. If Otto was so depressed he had succeeded in depressing his tentacles, then the matter must've been more pressing than a simple hatred for the wall-crawler. He turned and trudged across the room, collapsing into a chair next to Max.

Otto slid the untouched newspaper to him from the center of the table. "I wish that were true," he sighed heavily, wondering if he would live that long. The newspaper wasn't being read, he just wanted to look busy so no one would talk to him. It worked, to an extent. Out of the corner of his eye, he saw Max start to speak and then change his mind. Just then, Quinton strolled in chattering loudly with Mac, and Otto was pleased to be forgotten, if only for the time being.

"So what're you going to do about it?" Quinton was asking.

"Do about i'?" Mac stared like Quinton had lost his mind. "Wha' is there tah do? I don' even know who she is."

"Who?" Max asked, looking from one super-villain to the other.

Mac was about to answer when Stephanie breezed into the kitchen. Her blue satin robe swirled around her feet as she swept past them and made a beeline for the cupboards. She was starving like she couldn't believe, like she didn't even know was possible. Despite her hunger, there was an ear-to-ear grin splitting her face. "Morning, boys," she sang gleefully. She flung open the cupboard in manically joyful parody of Otto's earlier action. "I see last night wasn't a total disaster." She chose a new box of frosted cherry poptarts and practically skipped back to the table. Stephanie turned the chair on the other side of Max backwards and sat down, straddling the back of it.

"We totally kicked the web-head's ass," Max grinned proudly.

Stephanie tore into the first silver packet and took a bite out of both pastries at once. "Yeah?" She asked around a mouthful of food, studying the red sprinkles on the pink frosting. She swallowed and asked absently, "You kill him?" She moved her eyes to Max as she took another big bite.

"Nah, not this time," Max shrugged. "But we gave him a hell of a lot to think about."

"You should of seen it, Steph," Quinton bragged from behind the open refrigerator door. "I caught him from behind and dropped him with a right hook. It was..."

"Totally sweet?" Max asked.

"Fuck, yeah."

"I clipped 'im with m' tail and slid 'im 'cross the roof," Mac jumped in, joining them at the table.

"Across the roof?" Max laughed. "Dude, that was five, maybe six feet, tops."

"Fuck yah an' yah momma," Mac grumbled and took a bite out of his bagel.

"Hey, my mother was a good woman," Max protested, pretending to be more offended than he felt.

"Yeah," Quinton laughed. "In bed."

Otto set his jaw, forcing himself to tolerate the childish banter. He wanted to lash out at someone, anyone, really. His pets weren't exactly being a restraining factor in that department, either. "Juvenile delinquents, the lot of you," he muttered into his cup just before taking a sip.

"What'd you take from the museum?" Stephanie asked, ripping into the second silver pouch.

"Not much," Quinton shrugged. "Some gold coins and stuff. There was this diamond the size of..." He trailed off. "How'd you know where we went?"

"I read about it this morning."

Max cocked his head. "You weren't here when I got up."

"I know. Master Fisk called me back up stairs to take care of some stuff."

Otto raised an eyebrow. "What manner of 'stuff' would that be?"

Stephanie scowled at the eight-limbed scientist. "Someone puked in the rec room, okay? Fuck it, goddam third degree..." She stuffed the rest of the poptarts into her mouth and ripped into the third package.

Quinton suddenly smirked and elbowed Mac in the ribs. "Hey, tell her what else happened last night."

"Screw off," Mac laughed.

Stephanie smiled at the arachnid next to her. His ears were pink. Was he blushing? He looked like he was about to blush. "What happened?"

"Mac's got a giiirlfriend," Quinton teased in a singsong voice.

"No, I don'," Mac snapped. He turned to Stephanie to explain. "I go' knocked off the buildin an' this chick with wings caught me."

Stephanie smirked and started on the fourth packet of poptarts. "A girl, huh? Was she cute?"

"Didn' getta good look a' 'er," Mac admitted. His cheeks felt hot and he hoped he wasn't blushing.

"She wasn't bad," Quinton shrugged. "I'd do her."

Max shook his head. "You're a slutty blond, Quin, you'd do anybody."

"You're getting on my last nerve, sparky." But Quinton was smiling.

"So, Mac..." Stephanie grinned teasingly. "What about it? Would you pursue her?"

"I don' know anythin about 'er. I wouldn' even know where tah start lookin for 'er."

"But if you did, you would, wouldn't you?" Max laughed.

Mac had to laugh too. "But I don', so i' don' matter."

Otto watched Stephanie pluck the last packet of poptarts out of the box and rip into it. Her and the others started laughing about something but that didn't matter. He scanned the article about the robbery then let his eyes flick back up to Stephanie. His pets knew when people lied, and Stephanie was lying about reading the paper. He would've known that, anyway, because it was untouched when he picked it up. But why was she lying? "Stephanie." His voice was harsh and commanding. It actually made her jump.

Stephanie's heart leaped into her throat at the tone of Otto's voice. She turned a wary eye to him. "Yes?" Her voice wasn't much less confrontational than his, only hers was defensive where his was offensive.

"Who wrote the article?"

"What?" Stephanie blinked. "It's right there in front of you, why are you asking me?"

"Just answer the question."

"I..." Stephanie floundered. "I don't know. It's not like I have a fucking photographic memory or something."

That was a fair defense, Otto had to admit. He sucked on his teeth while he thought. There had to be something he could catch her with, some small detail that she'd be able to remember but wouldn't know just by reading about it. "Which one of us didn't try to save Mac when he fell?"

Stephanie just stared at him. "Have you finally gone over the edge, Otto? Because you're talking like a fucking psychopath."

The others went silent and stared at the unfolding scene. They knew she wasn't afraid of any of them, but she had never spoken to any of them like that.

Of course, she was on the defensive, so he couldn't ask her something that obviously wouldn't be in the article. He knew she wasn't a complete idiot. That may have caught Mac or Max, but not her. There was one more trap he could try. It was another simple one, but the simplicity of its nature would likely be its greatest strength. "Perhaps I have, and perhaps I am. Just humor me with an answer to this last little inquiry, hm?" When she didn't protest, he continued. "Of what is the photograph for the article?"

Stephanie shook her head. "You really have lost it..."

"Answer specifically."

"If I do, will you quit pestering me?"

"My word is my bond."

Stephanie growled but thought about it anyway. "It's a bird's eye picture of the hole in the roof."

Otto tossed the paper down for her to see. "It's an interior picture of smashed display cases."

Stephanie glared at him and reached for another pouch of poptarts. "So?" She snapped.

Otto's eyes moved to the box. "You're out of poptarts."

Stephanie blinked and stared into the empty box. She hadn't realized she'd eaten all of them. Her eyes met the obsidian circles across from her. There was her own reflection, and something in her eyes made her look like a trapped animal.

"What's going on?" Max asked. He was receiving uncomfortable vibes from both of them.

Otto contemplated the girl. She was wearing a pajama set, a blue pajama set, with the robe open over it. "You cold?"

"Christ's testicles, just leave me alone, you eight-limbed freak!" Stephanie jumped up to find some more food. She couldn't believe it. She'd eaten an entire box of poptarts and she was still starving. Would it ever go away?

"You're irritable." Otto raised an eyebrow. "Long night, hm?"

Stephanie was irritable, but she resisted the urge to snap, 'No duh.' She didn't want to encourage him with a response. Just what did he know, anyway? Or what did he think he knew? She heard a strange clicking sound behind her and knew instantly it was one of his pets, possibly two. Before she could react, she felt a cold breeze whip down her back and the robe was gone. She cried out and jerked around, but it was too late. Her wings folded tighter behind her as she tried to sink backwards through the wall. If only she could. That would've been cool on its own, but she couldn't stand the weight of all those eyes on her. Max had a twitching grin on his face, like he wanted to laugh, knew it would be inappropriate, but was still thinking about laughing anyway. Mac looked pleasantly surprised, even though he seemed to be trying his damnedest to hide it. Quinton just looked shocked, and suddenly became very interested in the table top when she looked at him. Otto, though, his expression was the worst. She could deal with Quinton's embarrassment (hell, she would've laughed right along with Max) and she was used to Mac's clumsy flirting, but Otto... He didn't look mad, exactly, but he didn't look very happy, either. The silence seemed to last for hours, even though she knew that was impossible.

Max just couldn't keep it in any longer. It was impossible, and screw it all if it was inappropriate. He laughed out loud. He didn't just laughed, he cackled, wildly and insanely. Even he wasn't clear on just what it was he was laughing about, but he attributed at least some of it to Mac and Quinton's earlier, oblivious chatter. His laughter cut through the silence like a knife. The awkwardness only made him laugh harder. He just couldn't help it.

Max's laughter seemed to come from far away and underwater as Stephanie continued to stare into Otto's eyes. The other two were glaring at Max, now, but Otto wouldn't break eye contact. Even his actuators were watching her now. "I..." She trailed off, wondering if she really could explain. Then she scowled, wondering if she really did owe anyone an explanation at all. Well, Otto might deserve an explanation, but she didn't want to lower herself by justifying her actions to him. She deserved these powers, didn't she? A voice whispered in her head that maybe Otto could figure out how to deal with this insatiable hunger. He might even know about it all ready, and have a plan all worked out. She snarled and pushed the voice away. Finally, her eyes broke away from Otto and glared daggers at Max. "Oh, shut up, you half-witted twit!"

Max stopped and blinked at her. First she'd called Otto a psychopath and now she was calling Max names? It wasn't like her. "But... you... it... how... how?"

Otto pushed himself up from the table and made his way to the kitchen door. For the time, his depression and self-pity were forgotten, forced to the background. "We are going downstairs, Stephanie." When she didn't move he stopped and looked over his shoulder. "Now."

"No." Stephanie crossed her arms like a stubborn child. Otto gave her the same not-quite-angry-but-still-not-happy look.

"I'm not angry. You need to follow me, for your own well-being."

"Are you threatening me?"

Otto struggled to maintain his patience. "I'd never threaten you. You're in over your head, my dear, though you have yet to realize it, and I'm hoping to help."

"I can deal with this myself! I'm not just some... some delicate little half-brained creature that you need to protect!"

Where on earth had that come from? Otto growled and whipped around. This morning was bad enough without this development. "Apparently you are because anyone with half a brain would possess enough common sense to not meddle with her DNA! Especially if she hasn't the faintest notion of just what it is she's tampering with!"

Stephanie realized that was all too true, at least the last bit of it. She had no idea what she'd injected into herself. Picture girl had told her to do it, and she had done it. Was it really something so dangerous as to make Otto react like this? The cocky, on top of the world feeling she'd woken up with gave way to a twinge of fear, but that only made her even more angry. She was sick of Otto being right all the time. "What makes you so sure I didn't know exactly what I was doing?"

"Because if you had known, you wouldn't have done it."

There was something cold in his voice that terrified her. What had that stuff been? Who exactly had that other girl been? What had she done to herself? What if... "I'm not going and that's the final word!"

"Is it, now?"

Otto's voice was dangerously calm but she didn't care. Her wings whirred to life behind her, lifting her into the air. "Yes, it is. You think you can handle that, Dr. Smartass?"

"No." His tentacles flew at her. He'd drag her down there by force if that's what it would take to talk sense into her. They definitely couldn't talk in front of the others. Her powers hadn't been with her long enough for her to use them to their full extent, at least he hoped not. Apparently she didn't know how to use them just yet, because she merely dodged three of his tentacles and threw a green energy orb at the forth one. It recoiled, hissing in his head. The other three came at her again, but she ducked and twirled away again. From the looks of it, she didn't really know how to fight, either. Her movements weren't clumsy, exactly. It was like watching a dance. Perhaps that was because she was using something an awful lot like ballet. He admired her creativity, using her knowledge of dance to fight, but him and the others were seasoned fighters. They knew all of the tricks.

Now, Otto didn't know if she'd take a crack at him (his human self) with her powers or not. She was in such an unstable state, he didn't want to risk it. Instead, he herded her into a corner and boxed her in with his tentacles. She tried to fire on his pets again, but it was very apparent that she was low on power. His top left actuator continued right through the blast and latched over her chest. Stephanie struggled and kicked but it didn't do much good.

"Put me down, you bastard!"

"That language is entirely uncalled for." He turned his back on his silent teammates without giving them so much as a backwards glance. With Stephanie struggling and beating on the actuator that held her captive, he strode across the immense entry hall. The upper left was complaining about its burden but Otto blocked it out. He had to think, which ticked him off because, for once, he wanted to do anything but think. Stephanie couldn't possibly have done this alone. There was just no way she could've gotten into his lab. He highly doubted Fisk was involved. Mac breaking into the lab was impossible, and it was improbable that Quinton had been involved. Just the expressions of those two when they found out... No. It wasn't either of them. Max might have short-circuited the door for her. As he drew near the door, his pets scanned it and returned that there seemed to be no damage. Otto frowned. Max wouldn't have had any motive for mutating Stephanie, anyway, at least not that he could see. Besides that, Max had always been relatively respectful of Otto's privacy. He wracked his brain, but the only other accomplice could have been... But why on earth would Ana do this? He shook his head. This was a mess. Everything, lately, it seemed, had been a mess.

The door clanged shut behind them and Otto flicked on some lights. Stephanie glared at his back, finished thrashing for the time being. "Will you put me down, now? This isn't exactly comfortable." When those dark circles fell on her again, she knew this was far from over. "Listen, I'm sorry about the name calling, okay? I've been feeling like shit lately, and you talking like I didn't know what I was doing pissed m—"

"You didn't know what you were doing," Otto corrected. "I was aware of your little fantasy. I would have informed you of my discovery if I had deemed the procedure to be safe."

Stephanie eyed him suspiciously. "Oh, really? Somehow I doubt that."

He ignored her biting tone. "Believe what you like. That's beside the point anyway. Do you know what you injected yourself with?"

Stephanie sulked in silence for a while, deploring the idea of admitting he was right. He'd have to put her down eventually, right? "Not exactly..." She muttered, refusing to look at him.

"Do you realize what fate met the last person I injected with it?"

Stephanie felt that twinge of fear again, but this time she couldn't hide it. She was too worn out to be angry. "No..." She hesitated. "What... what happened?"

"She died," Otto responded flatly. "An excruciating death. I won't further frighten you with specifics. Now, do you promise to cooperate?"

Stephanie closed her eyes and sighed heavily. Maybe he wasn't trying to scare her, but he was definitely trying to make her uncomfortable. Making her doubtful about what she'd done would make her turn to him for help. That last thing was what he wanted. "Yes. What do you want me to do?"

Otto pulled two chairs over with this tentacles and set her down next to one of them. She turned it backwards and situated herself much the same way she had been seated in the kitchen. Otto took up a position across from her with his elbows on his knees and his wrists crossed in front of him. The scene was a less ominous parody of his interrogation of Jessica. "Do not feel threatened. I'm not trying to condescend you in any way. There are things about this," he gestured at her wings with a tentacle, "I've yet to figure out myself, and I'll freely admit it. I merely shrink from discussing such..." He stopped himself from saying 'personal.' "Matters in front of the three stooges."

Stephanie sighed and ran her fingers through her hair. "Look, I really am sorry about my earlier reaction. I don't know what came over me. I've been having all these... strange... I guess kind of paranoid thoughts ever since I talked to that girl..." Though he tried to hide it, she thought she noticed a flinch when she mentioned the girl. That didn't make her feel any better.

Otto tried to keep his voice steady and calm. "Did you catch her name?"

"I don't remember... She had black hair... What's going on? She said she was a friend of yours..."

So it had been Ana. What was she up to? "Tell me exactly what she told you."

"I..." Stephanie floundered. "I don't really remember... She said she'd heard my thoughts and could give me what I wanted."

"What was the catch?" Otto asked.

"Catch? No... No, she told me it was all about me and what I wanted."

Otto gave her a pained smile. "Yeah, she told me that, before she started making me pay for everything..." He cleared his throat and shifted into a position he hoped appeared more confident than his previous one. Thinking about what Ana could and would do to him only depressed him, and he couldn't be depressed now. Stephanie looked scared, and he felt his appearing just as if not more nervous wouldn't help. "So, you informed me you haven't been feeling well, lately. How so?"

Stephanie snorted laughter. "Well, doc, I'm starving and nothing seems to fill me up."

Otto smiled back. "That would explain the poptarts." He stood and moved to the desk where all of his notes and research were still spread out. "Any other discomfort? Did the transformation hurt? How much-"

"Hey, hey, slow down." Stephanie buzzed out of the chair and hovered off to his left, watching him curiously. "No, nothing else, really. The wings kind of get in the way, but that's something I'll just have to get used to, I guess. Sleeping'll be a bitch, though..." She took in the machine fused to his back. "I've got a whole new respect for you, now."

Otto shrugged. "Sleeping is low on my list of priorities, anyway, and you should be able to withdraw your wings."

Stephanie shook her head. "Don't you think I tried?"

"All skills are honed via practice and study. You couldn't dance the first time you put on ballet shoes, could you?" He glanced over his shoulder with a raised eyebrow.

Stephanie saw his point and sighed. That was true, but she'd had dancing instructors. Who was going to teach her this? Well, Mac and Max probably figured out their powers on their own. If they could do it, so could she, though, as with dancing, there would probably be a few nasty spills along the way. "All right. So what about the hunger?"

Otto hesitated, reluctant to discuss this with her. It was like a father trying to have the birds and the bees talk with his daughter. "Well... How can I put this... You have a number of other abilities you haven't tapped yet, if the transformation is as complete as I suspect." He paused as he sifted through the things Ana had told him. He was glad for the distraction from his promised fate, even if it was only a small one. "Certain abilities require greater experience to use, and certain abilities require more energy than others. Are you following?" Stephanie folded her arms and nodded at him so he continued. "That energy isn't infinite. In simple terms, you're like a rechargeable battery."

"Like Max?" Stephanie asked.

The doctor chuckled. "Yes, only the kind of energy you'll probably be requiring isn't as simple to procure..." Otto trailed off, grateful he wasn't looking at her.

"Otto?" Stephanie tried to move where she could see his face, but he avoided her eyes. "What are you hiding from me?"

"You... Keep in mind this is speculation at this point, as I don't know what exactly was passed on and what changed when the bond occurred. You... You're new abilities are sustained by negative energy: pain energy, death energy, sexual energy... You understand."

Stephanie blinked at him. "Excuse me? What was that last one?"

"Not sexual energy, per se, but more like emotionless lust," Otto clarified.

"So... You're saying I have to go out and fuck someone?"

Otto shrugged, flipping absently through his notes. "As I understand it, death energy is the most potent of the three. Then again, it may not be as dark as all that. I'll have to run some tests, first."

Stephanie shrugged and grinned. "I could just go torture Scott and Jason to death then see what happens." Otto's head jerked up and sent her a puzzled look. "It's... It's a long story."

Otto's eyes returned to his journals, seeming to dismiss her comment. However, this change in her character was disconcerting. He'd known her to be so friendly and easy going in the past, but this morning she'd been defensive and callous. She herself had admitted to having strange and paranoid thoughts lately. Even though her last comment had been spoken with an air of playfulness, it seemed uncharacteristically violent. There was also something new and dark in her voice. It made her sound almost like...

"You've got some serious explaining to do, Octavius!" The malevolent voice echoed through the lab like thunder, vibrating the very souls of its occupants.

Ana. Otto forgot about everything around him, even Stephanie, as he turned to face the demonic woman behind him. She hovered near the ceiling, immense leathery wings beating furiously. Energy crackled in her fingertips and death glowed in her eyes. She didn't look angry, and she didn't look pissed. Ana was some terrible and nameless thing that went far beyond pissed. He'd been fearing this moment ever since the gem had slipped through his fingers. Here she was, ready to rip him to pieces with all the fury of Hell. The doctor's human mind was spiraling quickly into the same despairing pit it had occupied most of the night and morning. Fear may have allowed Ana to drop him right there if it weren't for his pets . They blossomed around him, ready to defend their creator. Otto was glad, for the first time in a long time, to have those voices whispering in his head. They calmed and encouraged him. He'd survive this, and if not? Well, he wasn't going down without a fight.

X)O(X

FATR: This feels like it's missing something. Any suggestions? Thoughts? Comments? You've read, now go light up my life with your review! Thank you so much!

Phoenix Sheriden: Well, for one thing it would've been nice of me to let Otto keep the stone. For another thing, if I let Otto keep it, I wouldn't be able to write the first scene of the next chapter /evil laugh/

Moonjava: Cool, because I can't wait to write more /grin/

talkstoangels: No, no, my dear. Kudos on you for not giving up on me. This one was a little more timely, I think, and hopefully the next one will be, as well.

LadyKayoss: Your loyalty makes me feel all warm and fuzzy inside, as did your Otto Christmas story, but that's beside the point. Hm... I don't think I'd want bug powers, either. I'd want something like telekinesis.

Penguin Peace!