Disclaimer: Spider-Man characters are property of Marvel. Phantom of the Opera themes belong to LeRoux.

Author's Notes: With this chapter, I set things into motion. Finally. I may go back and rewrite the end of chapter six, which has problems that bug me. Hopefully, this one won't be plagued with the same troubles. It's also got a new POV for this chapter; unplanned, but it solves some plot problems I was having. Good ol' Curt… As a result, this chapter ended up being longer than expected. It's like twice the length of all the others! So much for uniformity.

Huh. I just noticed that in this chapter, and in MBY chapter fifteen, Otto seems to be scarfing down a lot of painkillers… Great, why do I keep making Otto a pill popper?

Musique de la Nuit

Seven – Curt

The sun shone brightly, promising a scorching day, summer's last gasp before autumn finally overtook the city. Inside Otto's lab, however, it was perpetual twilight in the rooms he frequented. His silhouette was distinctive, and the numerous floor-to-ceiling windows on the lab's ground floor provided a blurry but adequate view of the lab's interior. So he'd closed the drapes over every window in the upper level, and for the most part avoided the lower during the day. When he did venture downstairs, it was with the actuators pulled tightly to his backside. His habits were changing, however; he found he was becoming nocturnal. Daylight revealed too much; Otto preferred the concealing cloak of night.

But the stabbing pain in his skull woke him earlier than he'd intended, and he sat in the gloomy living room rubbing his temples. He'd slept restlessly, his slumber plagued by images of Rosie. His desire to see her again was growing, rather than fading as he had hoped. How, though? Perhaps he could call her, lure her out somewhere. He was certain she wouldn't recognize his voice; his vocal cords had been damaged along with the rest of his body, and he couldn't raise his voice beyond the throaty growl he'd adapted during his short criminal career. It was a tone Rosie had never heard him use before. Maybe he could call her, saying he had some info about her husband, tell her to meet him somewhere where she was in the open, but close enough to some place Otto could conceal himself. He could watch her as she waited for an informant that never showed.

That was assuming Rosie was free to do as she pleased. Michael, he recalled, was protective of his younger sister. And Rosie wasn't the type who could be lured out by a stranger, not without at least someone to go with her. And then… Rosie might not care anymore. She might be so disgusted by what she'd read about him in the papers that she didn't want to know anymore. Maybe she wanted to put the past behind her, pretend that he had never existed so she could lead a normal life. If so, he shouldn't interfere. He just wished he had some way of knowing… To know, he'd have to watch her. To stalk her.

Dammit, if only he had a way of examining Michael's penthouse and the surrounding area! He'd never paid much attention before when he'd visited with Rosie, and his memory of the area was shoddy at best. He needed to do a reconnaissance of the area. But how? Even if he dared use the actuators, going out at night would reveal little. And if he went out by day, with the actuators hidden, he'd still attract attention. Anyone wandering a wealthy district dressed in black leather and wearing a mask would be considered suspicious.

No, there was a way… but the mere thought of it made Otto's agoraphobia well up, and he felt like he was going to suffocate under its crushing force. He could go there, in broad daylight… with no mask at all. Clad in his deteriorating green trenchcoat, with his hideous face revealed to the world, he'd look like one of the homeless that populated the city. Pedestrians would go out of the way to avoid him, as if he wasn't there at all. Oh, his face would draw more stares than the average bum, but he'd be unrecognizable as Dr. Otto Octavius. He could take the camera out of his mask, carry it in his hand, get to know the lay of the land.

His knees began to quake at the thought of being immersed in a crowd, exposed, completely vulnerable. There'd be whispers, audible to his sensitive hearing. And stares; invisible to him, maybe, but he'd feel them, feel those disgusted gazes burning into him.

He heaved himself to his feet, gritting his teeth at the pain in his overworked muscles. The strenuous trip the previous night before had been more than he'd done in months. He lamented how out of shape he'd gotten during his convalescence; another change in his body he didn't want Rosie to witness. Otto stretched, taking care not to jostle his throbbing head. Would he even be able to go out?

Then he shook his head in disgust. He was trying to find excuses not to go out; he'd survived worse pain. This was nothing compared to the agonizing recovery from his burns. Was he really that frightened? Yes, he was forced to admit. No excuses, he told himself. He'd go out and find a way to see his Rosie.

Fear was just another obstacle between him and his goals. He couldn't let it stop him. "Nothing will stand in my way! Nothing!" The words came back to mock him, and for the first time, he wished he were that man again. Anything would be better than this mockery of a life.

XXX

An hour before Rosie's dinner with Curt and his family, she stood before her dresser mirror, touching up her make up. She normally wore little to no make up at all, but the past few days had caused bags to form under her eyes, and her skin was a shade too pale. She was able to conceal the worst of it, but she still looked like something inside was eating away at her. She sighed and gave up, heading into her room to finish getting ready.

She was brushing her hair, the long strands still damp from her recent shower, when she heard voices drift through her open door, from somewhere within the penthouse itself. Familiar voices. Michael had come home early.

Her grip on the brush's handle tightened, and her hands shook with rage. She pulled the bristles forcefully through her hair, yanking it through a snag and ignoring the pain. She wasn't ready to face her brother yet. She didn't know how she could look him in the eye and not hate him for what he'd done. He'd lied to her, something he'd never done before. How could she ever trust him again? Rosie glanced down at the Bugle articles, trapped beneath the cracked music box. How dare he keep something like this from her? She listened to the voices, hoping that jet lag would send Michael and his wife into their room for the night, so she wouldn't have to see him until she was ready.

No such luck. Michael had seen the open door as an invitation to enter his sister's room, and she could sense him standing behind her. Slowly, deliberately, Rosie set the brush on the dresser's surface, refusing to turn and look her brother in the eye. "Hello, Rosie," her brother said, his tone uncertain as he picked up on her tension. "Is everything all right? Was-"

With speed that shocked even her, Rosie whirled, hand out, her palm striking Michael in the jaw. Before he could react, Rosie snarled, "You lied to me."

He didn't insult her by pretending not to know what she was talking about. Instead, his shoulders slumped, and he suddenly seemed to find the floor under his feet very interesting. "It was for your own good," Michael began. It was the answer of an older brother protecting his little sister, and it wasn't something Rosie wanted to hear. She snarled in frustration and shoved past him. She did not want to speak to him right now. She just wanted to go and have dinner with Curt and Martha, friends who would be honest with her.

Michael tried to grab her arm as she passed, but she jerked out of the way. "Did you think I wouldn't find this out? Did you think that I would thank you for keeping me away from husband?" she hissed. "I'm not a child, Michael, I don't need you deciding what's best for me!" She turned her back on him and strode through the penthouse, past a startled Lucy and Eve, and was out the door and in the elevator before Michael recovered enough to come after her.

She managed to make it to the ground floor, and was standing at the curb trying to flag down a taxi by the time Michael caught up with her. "Rosie! Wait!" he pleaded. "I'm sorry," he said, his voice sincere. "Rosie, I… I didn't want to keep this from you. I liked Otto; I respected him. But… Rosie, that man who killed all those doctors, who robbed a bank and nearly crashed a train… that wasn't your husband. He wasn't in his right mind. What if you went to him, and he killed you? I couldn't let that happen. I shouldn't have kept this from you this long, but I wasn't trying to hurt you."

"Maybe he wouldn't have killed me. Maybe, if he'd known I was alive, if I'd been able to just speak to him, I would have been able to get through to him. Maybe I could have stopped all this!" The thought had been tormenting her since she'd learned the truth. Could she have broken through to the real Otto?

Michael's gaze was downcast. "I know," he said quietly. "But what if he didn't even recognize you? He could have seen you as an obstacle and killed you. I couldn't take that chance, Rosie. I'm sorry it hurt you, but I did what I thought was for the best."

She knew in her heart that Michael had only been trying to protect her, but she wasn't ready to acknowledge that yet. "Just leave me alone," she said, as a taxi finally noticed her frantic arm movements and pulled up to the curb. Michael grabbed for her arm again, successfully this time.

"Where are you going?" he asked. Clearly, he still didn't trust her to leave without supervision, as if he still thought she were planning to duck into some empty alley and slit her wrists.

She was tempted not to answer and let him spend the night fretting. But she didn't give in to the cruel impulse; she wasn't going to hurt someone by withholding the truth. "I'm having dinner with Curt Connors and his family. They haven't lied to me," she said coldly. She wanted to say more, but the cabdriver was giving her impatient glances. She yanked open the door and slid inside. "Don't wait up for me," she said, slamming the door shut behind her.

XXX

The ever-present noises that made up the city's daytime atmosphere seemed overwhelming, and Otto fought the urge to cover his ears. It seemed as if he could hear every conversation within a block of him, distinguish every different tread of feet, even tell the difference between vehicles by the sound of their motors. Adding in his massive headache, only slightly dulled by the headache medicine he carried in one tattered pocket, and it was almost enough to drive Otto back to his lab and curl up under his blankets.

Figure in the reactions of the people who saw him, and Otto wanted never to leave his couch again. While most people avoided him as though he were the victim of a plague, others bullied the blind, homeless wreck, knowing he was a victim who couldn't complain. He'd been shoved, spat on, tripped… It had taken all his willpower to keep from unleashing the actuators and teaching these bullies a lesson they'd never forget. It was humiliating, taking their punishment without defending himself.

But it had been worth it, in the end. No one challenged his presence, as long as he didn't get in the way of the well-to-do people who populated the streets, and no one noticed the camera he clutched in his left hand, the wire running up under his sleeve and down to the harness. He'd been able to wander around, taking occasional breaks by ducking into a convenient alley and disconnecting the camera link to his brain to relieve the stress. It was during one of these breaks that he found something of use: One of the buildings overshadowing Michael's penthouse had a fire escape located on the side out of sight from the streets. If he climbed the fire escape, it would minimize the impact sounds of the actuators. He could climb to the top, position one of the actuators to watch, have the camera zoom… Rosie loved gardens. He could imagine her spending most her time on the rooftop garden. If he could catch her up there…

And then he heard it: a voice, loud, angry, and achingly familiar. He couldn't hear it well enough to make out the words, but there was no mistaking it. Rosie was nearby. I need to hear what she's saying, he told the actuators. Increase sound pickup.

The flood of sound made him gasp with pain, but it was enough for him to make out the words, even over the conversations of dozens of other people. It sounded as if she was speaking to her brother, and that she was furious. He'd missed most of the conversation, which was abruptly cut off, but he'd heard one name: Curt Connors. Otto wondered if he should pay his old friend a visit and, if he did, what kind of welcome he'd receive.

XXX

Curt jolted upright, his heart pounding. His gaze darted around the room as he sought the source of the sound that had awoken him. But the apartment was silent except for the rumble of thunder, heralding the approach of another storm. Even a decade after his return from the Gulf War as a wounded soldier, he still slept lightly and started into full wakefulness at any unfamiliar sound. It was a reflex that had kept many a soldier alive, but had proved to be a pain now that he led a civilian life. Now that he was wide awake, it would take awhile before he could get back to sleep.

Sighing, Curt disentangled himself from his blankets, careful not to disturb his sleeping wife. Since he was awake, he figured he might as well grade some homework. He grabbed his robe from his closet and headed towards the small living room, where he could work without waking his wife or son.

Something rattled the window. Curt paused, turning towards the offending window. Had a vibration of thunder shaken the glass? If so… why hadn't he heard any thunder just then? Curt cautiously advanced towards the window, peering out into the gloom. The window led out to the fire escape, making it the ideal entrance for any burglar who was determined enough to find a way to haul down the ladder from the lowest landing. But there didn't seem to be anyone outside his window, and Curt slid the pane upward to get a better look. Because it was an emergency exit, the window lacked a screen, and he was able to lean out. A quick glance showed nothing above, and below-

The breath was squeezed from his lungs as something wrapped around his torso, and he was yanked upward with bone-jarring force. He couldn't even find the breath to scream… He was dumped unceremoniously on the cold stone roof, and he lay for a moment gasping for air. As soon as he was able, he rolled on to his hand and knees, searching for whatever had grabbed him. What he saw froze the blood in his veins and stilled his hard-won breath.

It was crouched on the cornice of the building, a dark, humanoid silhouette against the dark velvet night sky. Darkness flared outward around it like wings. Its face was pale and featureless, except for one glowing red eye, and it seemed to have a long, skeletal tail that was folding back under its cloak… But then he caught the faint gleam of metal come off those vertebral bumpsand Curt saw the being in a less fantastic light. That blank face was a mask, and its 'wings' were the ends of a trenchcoat, whipped back by the strong wind that was prelude to the coming storm. And that tail… was one of four identical metal appendages concealed under the coat.

The truth sank slowly in, only slightly less frightening than his initial impression of some horrifying creature of hell. "Otto?" His voice was the barest of whispers. Despite what he knew of his friend, and the added knowledge of what Rosie had told him over dinner, Curt couldn't suppress the fear of his friend's sinister countenance. He'd seen the demolished surgery; he knew what those machines of Otto's could do when provoked… "Is that you?"

"Hello, Curt." The voice that answered was barely recognizable. He'd never heard his friend use that low, throaty growl, even when he was angry. "I'm sorry if I frightened you." He didn't sound contrite; indeed, that harsh voice showed no emotion at all. Curt didn't know what to think. This seemed to be his week for dead friends coming back to life. If he came home tomorrow and found the dog he had as a child waiting for him at his door, he was going to check himself into a mental institute.

Curt swallowed. "What do you want, Otto?" he asked, fear giving his voice a tremor. Somehow, he didn't think this was a casual visit.

"I'm not going to hurt you," Otto said. There may have been a slight softening to his voice, but Curt couldn't be sure. The fugitive scientist shifted position so he was sitting on the rooftop ledge, coat and actuators dangling over the side. The red glow in his mask faded, leaving two dark, empty eyeholes. "I know they were a little rough, but… Curt… I'd never intentionally hurt you." No mistaking it this time; there was some emotion in his voice, garbled, nearly unidentifiable. Was it sadness? "I just… I want to know about Rosie. I know she visited you today."

Curt felt a thrill of fear. Had Otto been spying on him? "You know Rosie is alive?" he asked. "I only just found out a few days ago. She came to ask me about you. She wanted truth untainted by the press. It seems her brother has been keeping her in the dark." The words came out rapidly, almost blending together, in his haste to appease his friend. Otto wasn't the man he remembered; he'd have to tread carefully lest he set the scientist off. God, he hated feeling this wary around someone who had been his best friend!

Otto nodded, did nothing to reveal what he was feeling. Curt wished he could see Otto's face, to know what was going on in that keen mind. Why was he wearing that mask? "How is she? She looked okay, from a distance…" Otto trailed off.

No, Otto hadn't been spying on Curt – he'd been watching Rosie. Curt wondered how long this had been going on, and why Otto hadn't approached his wife. "She's healing," Curt said. "Like I said, I only found out she was alive a few days ago, but from what she's told me, she was really bad. She almost died, and she has some nasty scars around her throat. It's a wonder that she can speak, really. And she didn't come out and say this directly, but she hinted that she almost committed suicide."

"Oh, Rosie," Otto whispered, his voice nearly lost in the roaring wind. His head slumped down, the first obvious sign of emotion. Only then did Curt finally accept that Otto wasn't here to harm him, that he was still, deep down, the same Otto Octavius who loved his wife deeply, even more than he loved science, even more than he loved life itself. He'd told Curt once that she was his reason for living, and Curt suddenly wondered if she was why Otto was still alive now…

"Finding out you're alive will go a long way towards healing her," Curt began.

"No!" The ferocity in his voice stunned Curt. "She can't know… I don't want her to see me like this! She's better off thinking that I'm dead."

"But…" Curt began. "Otto, she knows everything. She even knows that you willingly destroyed the second fusion device."

Otto was silent for a long moment. "How…?" he began. Then, "No, that's not important. Rosie may know the truth about what happened, but I'm a monster. She'd never accept me now." This time, there was definitely anguish in his voice.

The wind picked up further, and Curt pulled his robe more tightly around him. He could smell the clean scent of rain in the air, amidst the polluted odors of the city. "You're not a monster, Otto," Curt said. He tried to put as much conviction in his voice as he could, but even he could hear the doubt in his tone.

"No?" Otto held up one gloved hand and began to peel the leather from his skin. He held up his exposed hand towards Curt, who couldn't suppress a gasp. There were only four fingers on the hand, with a small bump where the pinkie had been. The flesh across his hand was taught, puckered, and in some places, melted like candle wax. "I was immersed in boiling water," he said quietly. "My entire body is a mass of scar tissue. I… I look in the mirror, and what looks back is unfamiliar. A freak. A monster. I disgust me, Curt… And if Rosie were to look at me with that same disgust and horror… I couldn't take that, Curt. It would kill me." He pulled the glove back on, hiding the maimed digits.

"And yet… I need to see her," Otto continued. "I need your help, Curt. I don't want her to see me, or even know that I'm alive, but I have to see her!" His voice was desperate. "You're my only friend… please, help me to find a way to see her!"

It nearly broke Curt's heart to see his friend so alone, so desperate that he'd do anything to just to glimpse Rosie. "I'll see what I can do," Curt said. "I can't help you now, but if something comes up…"

"That's all I ask," Otto said. A crack of thunder, louder than any previous, made both of them jump. "I shouldn't keep you out any longer," he said, and one of the actuators slipped out of his coat, a long metal 'tongue' sliding from its throat to wrap around Curt. "Contact me at my old number," he said, as Curt stifled a cry at the actuator's cold touch. "And promise me you won't tell Rosie I'm alive."

"I promise," Curt said, as Otto went over the side of the building, the actuators clinging to the fire escape. "But, Otto," he tried to say as the actuator deposited him by his window. A fat drop of rain splashed against his face, signaling the start of an intense downpour. "Otto!" he tried again. The fugitive scientist had already descended several storeys, and probably couldn't hear him over the pounding rain. "Rosie would love you no matter how you look," Curt finished softly.

To Be Continued…