Disclaimer: Spider-Man characters property of Marvel. Phantom themes are property of LeRoux. 'Music of the Night' is by Andrew Lloyd Weber.

Author's Note: This is my favorite chapter… I love a good thunder storm, and the visual of Otto in the first section is one that was haunting me for awhile. And I also love the song 'Music of the Night.' Thanks to my grandmother, I was exposed to it at a young age, and even then I was struck by its haunting beauty, though I hadn't heard the lyrics – I'd heard it from a music box. Now that I've actually read the lyrics, I realize that the song has a seriously dark tone which makes me love it even more…

Edit now has a 'no song in fics' policy, even if the authors credit the songwriters. So, against my will, I'm removing the lyrics to 'Music of the Night' from this chapter. It loses some of its impact as a result, and I'm Not Happy. But people have been kicked off for less… Go to my deviantArt account to read this story as it's meant to be read.

Musique de la Nuit

Three – Rain

The steady rhythm of rain on the glass soothed Otto's nerves. He sighed softly and leaned against the glass pane of the window, feeling the impact of each drop through the glass. Thunder rumbled, somehow audible over the noise of the city. There was lighting; he could feel the electrical current in the air, even though he couldn't see it. The storm brought to mind memories of countless other thunderstorms spent with all the lights turned off, the phone unplugged, all thoughts of his Life's Work shunted aside as he sat on this very window seat with Rosie, reveling in the fury of the storm.

Rosie… He still couldn't believe that she lived. He kept expecting to wake up and find it was all some cruel dream. But the actuators insisted he was not in the throes of an REM cycle. She was real, she was alive. Otto's first impulse had been to rush after her and sweep her into his arms and never let her go.

Then cold, cruel logic had reasserted itself. Yes, he could go after her – but it would require leaving his sanctuary. He was forced to admit to himself that he'd developed agoraphobia; two blocks for food had almost been too much for him. Just the thought of crossing the city made him feel weak in the knees. He'd been trembling, frightened, the entire walk to the grocery store, and what had once been a ten minute walk on a busy day had taken him half an hour. Traveling via actuator wasn't an option; he wanted Doctor Octopus to stay dead. If word got out that he was alive, even the slightest rumor, the police would organize a city-wide hunt for him. And the thought of trusting himself to the actuators, without being able to see where he was going, terrified him. If he began to rely too heavily on them, it would give them the opportunity to reassert control over him. While they remained quiescent for the moment, Otto was all too aware that that could quickly change.

The actuators stirred at his thought, but remained silent. While Otto didn't think they would resort to outright rebellion, he wouldn't put it past them to try to subvert his thoughts, to make him more open to their way of thinking. But they had saved his life, and were still showing a surprising tenderness when it came to his well being that Otto wasn't sure was entirely because of their need for self-preservation.

Otto had tried to blame his agoraphobia and his paranoia of the motives of the actuators for his reluctance to see Rosie once he'd had a chance to absorb the situation, but in truth, his fear had nothing to do with it. The deformed fingers of his right hand traced the flesh of his face, feeling the alternating ridges and unnaturally smooth areas of a face so scarred as to be unrecognizable. Only his dark, useless eyes and the hair that was still thick over his scalp – except for a melted area along his right temple back to his ear – were all that was left. His clothing had protected some of his body from the worst of the effects, but his arms and chest were permanently marred, and Otto was no longer certain he could perform as a man. His hands were among his worst injuries; the tips of three of the fingers on his left hand were gone, and on his right he was missing the pinky finger. He was hideous; looking at himself through the actuators made even him nauseous. What if he went to Rosie, and she took one look at him and recoiled in horror?

And even if she could look past his misshapen exterior, what would she think of what she found within him? He had killed the doctors who had tried to help him. He had nearly destroyed the city in his madness. And his hubris had almost gotten her killed. Even if she accepted his molten shell, what would sweet, loving Rosie think of the monster he'd become?

The thought of her rejection was almost enough to make him regret what he'd decided. From her conversation with the girl, who he'd eventually recognized as Rosie's niece Evelyn, Rosie had no idea what had happened to him. She'd thought he'd died in the same accident he'd thought she had died in. She was unaware of what he'd become, and part of Otto wanted her to never find out. Let her think that he had died in the accident, that he hadn't been consumed by madness. Let her see him only as her beloved husband, who had been a victim of his dream.

But he knew Rosie. He knew she'd never give up until she found out what had happened to him. When she wanted something, she was tenacious, and wouldn't stop until she discovered what she wanted to know. She'd find out that her husband hadn't died, that he'd become a monster… and then, maybe, she could get on with her life. Perhaps, knowing what he had done would make it easier for her to put him out of her thoughts and forget him.

Yes… As much as it hurt, Otto wanted Rosie to move on. Knowing that she was alive, somewhere, unencumbered by her connection to him, would be enough to keep Otto going. Knowing that he wasn't responsible for her death… he should be happy about that, shouldn't he? It was one less weight on his shoulders, one less chain to bind him. He'd make certain she knew about his life as a super-villain, and free her from her pain over his death.

Thunder rumbled, shaking the house and rattling the panes of glass. The downpour intensified, and Otto pushed the window open, letting the rain fall onto his face and run down the valleys of his scars. It was Rosie who had shown him the beauty in something so natural as the rain, and Otto couldn't help but wonder if she was out there, somewhere, watching the storm and thinking of him.

XXX

Rain lashed against the window, and a crack of thunder made the room vibrate under Rosie's feet. Lightning forked across the sky, painting the room in a mosaic of washed-out color before everything went dark again. She stood in front of the wide window for several minutes just watching the storm, seemingly hypnotized by the shapes the lightning took against the sky and the patterns of rivulets of water on the window. But her thoughts weren't on the storm's majesty; she was preoccupied with her failed attempts at finding the truth about Otto.

Her visit the previous night to what she had once called home had solidified her resolve to find out what had happened, but thus far, she'd had little success. Rosie had called the Midtown hospital and inquired about her husband. The receptionist had been polite and helpful – until Rosie had said her husband was Otto Octavius. There had been a pause as the receptionist looked up the name on file, and then the woman had curtly told her that those files were restricted and she couldn't reveal the contents without proper authorization. She'd hung up before Rosie could ask just how she could get that authorization.

She'd gone down to the public library with Eve and sorted through the obituaries from various papers from three months ago, a process that had taken several hours. She'd found her own obituary, much to her shock, but nothing on Otto. It had felt strange reading about her death, seeing forty-odd years of life summed up in two simple paragraphs. There'd been emphasis on her early life, while her marriage to Otto had been glossed over. There was reference to the 'tragic accident,' but nothing about Otto's fate.

Why had everyone thought she was dead? Why hadn't Michael corrected them? Did he want everyone to think she was dead? That wasn't like Michael; he'd never use her for insurance fraud. Surely there was a reason!

And she'd found nothing. It was as if Otto had ceased to exist. Tomorrow, she planned to go back and search the later obituaries, in case he had clung to life in the hospital before finally dying. She also considered calling Curt Connors, who had been Otto's best friend. If anyone knew, it would be him. She was putting it off, knowing that talking to him about Otto would be painful for them both. Tomorrow, maybe…

Rosie sighed and flopped across her bed. For the first time in months, she was truly, completely alone. Eve had gone to spend the night with a friend, though she'd been reluctant to leave her aunt, and the hired help had long since departed. The penthouse felt so empty, now. So lonely. Maybe she should have asked Eve to stay, after all.

Rosie reached towards her nightstand, examining the clutter by touch until her fingers encountered cool porcelain. Carefully, she picked up the heavy music box and set it on the mattress before her. She ran her fingers along the base, finding and turning the metal key to start the music. She closed her eyes as the music began, memory filling in the tune's lyrics.

The tune was from The Phantom of the Opera, the only Broadway musical Rosie had ever managed to drag her husband to. After months of prodding, she had finally persuaded him for her birthday to take a night off from his work and experience the magic of a Broadway performance. Waiting to take their seats, Otto had constantly glanced around at the well-dressed theatre patrons, muttering under his breath that he felt like a fish out of water. He had looked awkward, in the lightly-used, slightly rumpled tuxedo he usually reserved for whatever functions OsCorp wanted him to attend.

He'd stayed quiet during the entire show, giving her no sign of how he felt about it. She knew he'd probably been bored to tears; theatre hadn't been his thing. Otto wasn't uncultured swine, but he'd rather have been attending a physics lecture than appreciating the arts.

When they'd left the theatre, he'd been strangely quiet during the taxi ride home. When Rosie had questioned him, he'd surprised her. Hesitantly, Otto had admitted that he'd felt empathy for the Phantom, because he was the Phantom. He'd been the outcast, constantly tormented for being the pudgy, glasses-wearing geek, then teased when an early growth spurt made him much taller than the rest of his class. Worse, his brilliance had alienated fellow classmates. Otto had worked hard to make himself invisible through high school, speaking to others only when he had to, and probably would have done so throughout college. And then… he'd met her. Beautiful, smart, funny… and dating the handsome jock that any father would be proud to have his daughter marry. She should never have paid him any heed, Otto had said.

She was his Christine, he'd told her, the woman he'd loved the moment he set eyes on her. A woman he didn't think he would ever be worthy of. And yet, impossibly, she had returned that love.

He'd bought her the music box the next day, shyly admitting that he'd spent the entire day searching dozens of shops for something like it. It was porcelain, with a circular white base topped with two figures, that of the masked Phantom and Christine. "Think of me whenever you play it," he'd told her, then had given her an embarrassed grin.

The base was cracked, with a jagged edge where a piece had fallen off. It had happened during the transfer of her property to Michael's penthouse, and she'd burst into tears when she'd seen the break. Worse, the fragile internal mechanism was damaged, and one of the notes was off key as a result. Michael had offered to replace it, but it wouldn't be the same.

Nothing would ever be the same…

"Think of me whenever you play it." The music cut off, leaving only the rumble of thunder to echo through the empty penthouse, drowning out the sound of her weeping.

To Be Continued…