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

Author's Note: At last… the moment that we've all been waiting for… Sort of. Heh heh heh… The masquerade is one of the firs scenes I planned out, once I determined that I was indeed going to do a Phantom-esque story, and I had a lot of fun envisioning Otto's costume. I've been wanting to do this chapter for a looooong time. And yet, it still didn't come out right. Hmm… I may end up redoing it someday; I hope nobody minds.

Musique de la Nuit

Eleven – Death

Death had come to the masquerade.

This incarnation of human mortality leered down from his impressive height at the crowd through round, blank eyes set in a fleshless face, half-concealed by the shadows cast by the voluminous hood. An enveloping cloak of tattered black cloth concealed the shape of his body, but afforded glimpses of an elegant black vest embroidered with silver patterns beneath. Most striking were the wings that arched back and away from his body, skeletal limbs spanning almost a dozen feet and strung with tattered membranes that didn't quite cover the bony white ridges thrusting up through gaps in the membrane. He stood aloof from the crowd, ignoring all attempts at conversation. He scanned the party-goers as though searching for someone, and to Rosie, his gaze seemed to linger on her the longest.

"Who is that?" Rosie had quite forgotten she'd been speaking to her cousin Rebecca, and she reluctantly pulled her gaze from Death to turn to the woman.

"I don't know," Rosie said. She still didn't know all of Michael's friends, though for all she knew, it could be one of her own peers behind the death's head visage. There was nothing to give his identity away; his face was completely covered, with reflective black lenses covering his eyes, the cloak threw off his body's proportions, and he must have been wearing stilts, for he must have stood over seven feet tall. Michael's friend or her own, Rosie didn't care. She wanted to know who this man was, but the crowd around him was too thick for her to easily gain his attention.

She spent several more minutes making light conversation with her cousin, all the while watching the mysterious Death out of the corner of her eye. He'd deflected all attempts to engage his attention, and yet, she still couldn't help but feel he was looking at her. And then their gazes met across the room, and she realized that he was looking at her. Who was he? Why was he interested in her? Was he someone Michael had invited to take her mind off Otto? Her lips thinned with anger. It would be just like her brother to try to set her up with someone so she could 'move on with her life.' She should ignore him, to show her brother that she didn't want him to interfere with her life. He'd done enough for her!

And yet… There was something intriguing about a mystery man. What harm would there be in one dance? Maybe it would satisfy her brother. Once dance would commit her to nothing. She started to walk away, oblivious of her cousin's presence. Only when Rebecca had put a hand on her arm to stop her did Rosie realize her cousin was still there. "Rosie, where are you going?"

Rosie turned back, a smile curving her lips. "I'm going to dance with Death."

XXX

Every instinct was screaming at him to run, to escape the oppressive atmosphere of the crowd around him. Even his mask, the wall he'd constructed to shield himself from the world, was no longer offering the psychological comfort it had when he was just roaming the streets. He wanted out, out, out! Otto clenched his fists, fighting the impulse to smash his way out of there. No one had any reason to believe he was Dr. Octavius, mad scientist and disfigured wreck of a man. He was just one of the masked multitude, whose aloofness possibly marked him as one of Michael's rich business associates.

Every query as to his identity threatened to chip away at what little composure he had, and he finally extracted himself from the crowd to stand at the fringes, discouraging any attempts at friendliness by keeping his gaze on the dancers, who had staked out a large area in front of the dais holding the musicians. The dizzying swirl of colors as they gyrated across the floor was hypnotic. Only one thing diverted his attention away from the dancers' graceful motions: Rosie. She wore a floor-length silvery-white gown, with small faux-feathered white wings. A silver mask, trimmed with more false feathers and topped with a halo, didn't hide the beauty of her delicate features. An angel… It was appropriate; he'd come to view her as something untouchable, ethereal. Unattainable.

Not something he could touch in full view of all these people. Otto wouldn't have come at all, except that Curt had put a lot of effort into helping him come. Curt had assisted Rosie with the invitations, thus enabling him to send an invite to Otto under a false name. He'd also helped Otto with the elaborate clothing he wore under his cloak, so as to better fit in with the crowd. And Otto had seen him head off Michael when his brother-in-law had started to come towards him, engaging him in a conversation despite the fact that the two barely knew each other and had practically nothing in common.

So he hung back, part of the crowd yet apart from it. He tried to stay near the door, knowing that sooner or later, Michael or someone else would come to the conclusion that Otto wasn't supposed to be there, and he'd have to make a hasty exit. He wanted the way to that exit to be clear. Perhaps if he'd chosen a less conspicuous costume… He'd wanted something that would completely conceal him, but also draw Rosie's attention.

He'd succeeded in the latter, anyway; he could see Rosie's gaze repeatedly stray from the woman she spoke to and come to rest on him. Even with the mask covering half her face, he could see her curiosity.

And, after about twenty agonizing minutes of debating whether he should wait or just leave now, Rosie acted on that curiosity. The crowd parted for her as though she were royalty as she made a beeline towards him. Otto tensed, wondering if he could pull this off without giving himself away. Could he prevent himself from sweeping her into his arms and taking her away from here?

And then she stood before him, a vision of loveliness. Everything else faded from his borrowed vision; suddenly, there was only her. Through the camera's lens, the white of her costume glowed brightly, as though she truly were an angel descended from Heaven. He longed to reach down to her, but held himself back. He stared down at her, his masked face giving the impression of impassivity. He hoped she couldn't sense what he really felt, the longing, the desire… Be careful, he warned himself. She knows that this isn't a dream…

"Hi there," she called up to him, flashing him an engaging grin. "I love your costume."

Otto stayed silent so long that the grin faded from her features, and he immediately felt contrite. He finally said gruffly, "Thanks." The low growl of his voice was barely recognizable even to his own ears, so he hoped that she wouldn't find it familiar. If she did, she showed no reaction.

There was a moment of uncomfortable silence, a silence that it pained Otto not to fill. He wanted so badly just to talk to her… Ignoring her was killing him. But if he spoke more than he had to, Rosie would recognize him. Rosie finally broke the silence, as he'd expected her to. She'd always been the peace keeper. "You don't want to be here, do you?"

A tricky question. No, Otto didn't want to be in his brother-in-law's luxurious home surrounded by snooty businessmen and former friends who'd rejected their colleague after his traumatic accident… but he did want to be with Rosie. "I don't like parties." His voice didn't lift from its monotone.

"Maybe you just haven't gone to any with the right people," Rosie said. He recognized the light in her eyes; she saw him as a challenge. Otto grinned beneath the mask. He knew his aloofness would draw his wife to him; she'd always enjoyed drawing people out of their shells. Because of her, he'd been able to enjoy social functions that would otherwise have been torture. He credited her for helping him find the courage to speak to Norman Osborn and secure funding. I truly am nothing without her.

"Perhaps," was all Otto said. Then, realizing he was in danger of losing her interest if he continued to be unresponsive, he suggested, "Dance?"

She looked shocked, but covered it with a grin. "All right. Can you dance on those stilts?"

Otto commanded the bottom actuators to lower him until his feet touched the ground. He adjusted the length of his cloak by bunching it on his shoulders, above the two protruding actuator/wings. "Ready?" Otto asked, offering his hands. Rosie twined the fingers of her right hand in his left, but before she could do the same with his right, he drew it away so that her fingertips touched his palm. He didn't want her to feel how maimed it was… She looked puzzled at his reluctance to let her touch, but then she shrugged.

"Lead on," she said.

The crowd parted for them, partially out of respect for their host's sister, and partly to get out of the way of Otto's wingspan. He saw Curt at the edge of the crowd give him a wide grin beneath his iridescent-scaled mask. It strangely reminded of the look Curt would flash him on those few occasions Otto had managed to bring home a girl back in college. What the hell had Curt been thinking when he set this up?

The musicians struck up a lively tune, one that fortunately wasn't too fast for a man burdened with over a hundred pounds of metal fused to his spine. It had been awhile since he'd danced; his encounter with Rosie on the rooftop had been slower, clumsier, as he'd tried to get his out-of-practice body back into the rhythm of the movement. Knowing that a moment like this was a possibility, he'd spent the last few days brushing up on his skills and trying to seem graceful even with the pull of the actuators on his spine. As they flowed across the floor, their movements perfectly matched, Otto reflected that it was worth it. Even his fear was waning; the crowd seemed to vanish from his perception. All that existed in the universe was him, her, and the music that flowed around them both. The floor around them had emptied, and Otto was vaguely aware of the ring of spectators. He supposed he shouldn't have been surprised at the attention he was getting; Rosie had been the focus of this party, her welcome back into the land of the living. He was dancing with the guest of honor.

He wanted the moment to last, but it came to its inevitable conclusion. The music ended, and Otto released her hands. One dance; it was all he'd let himself have with her. If he spent too much time with her, someone would get suspicious. He reluctantly forced himself to turn from her so someone else could claim a dance with her. He didn't think he could bring himself to say good bye. He took a step towards the exit, uncomfortably aware that seemingly every guest filled the room between him and the doorway. It would take some time to edge towards the door…

And then everything went wrong.

Rosie reached for him for an unknown reason, her fingers reflexively closed around his right hand before he could react and crushing the empty pinky finger of the glove. Otto whirled to face her. Her eyes widened, and Otto cringed. Was a missing finger really so repulsive to her? No, he realized with horror as she stared up at him with dawning realization. She was remembering another dance with a man with a missing finger… "It's you," she whispered.

XXX

Rosie felt that familiar, four-digit hand go rigid under her fingers. She saw him glance around, and knew he was ready to flee. But flight wouldn't be easy for him; there was a large crowd between them and the door. He's my mystery man! she realized, stunned. He's real! But who is he? Is he the Phantom of New York? Why is he here? Why did he come to my rooftop that night? All these questions begged to be asked, but they all became jumbled in her throat. Her dream had been made reality, but he seemed no more real now than he had when she'd thought he was a dream. "Who… who are you?" she finally choked out. She deserved an answer; the Bugle called this man a thief. He'd come to the rooftop, where she'd been asleep, vulnerable, and led her to believe he was a figment of her mind. He'd left her a rose, similar to the one that had come with the Bugle article about her husband's fate. And now he'd come here, ignoring all others to dance with her. She felt a thrill of fear; was he some sort of sick stalker? She cast her gaze about for her brother, but didn't see him.

That blank-eyed face seemed to stare down at her, and he yanked his hand away. He began to back away, not towards the door, as she'd expected, but towards the penthouse's private entrance to the rooftop garden. She couldn't let him get away; if he was some obsessed stalker, he'd be back. Should she follow him, or call for help?

She followed, ignoring the voice in the back of her mind that told her she was being stupid. Once he got her alone, he could do anything to her. But he could have done anything to me the other night, and I would have let him, thinking it was all part of the dream. She had the strange feeling that he meant her no harm… He'd had plenty of opportunity to hurt her before this; if he'd intended to hurt her, he would have done so before now. So after a moment of hesitation, she followed in his wake, pushing past guests already flustered by her mysterious visitor's passage. She muttered apologies as she passed, drawing strange looks from the anonymous guests.

What can he do in the gardens? she wondered as she ascended the narrow stairwell. Her wings scraped the walls, tearing feathers loose to drift around slowly in her wake. How had he fit his much larger wingspan in the passageway?

The night air was crisp, the wind slightly cool. After the oppressive party atmosphere, it was refreshing, and she released a breath she hadn't known she was holding. She stepped forward, scanning the garden for her mystery man. There was no sign of him under the pools of light cast by the rooftop lamps, meaning he was concealed in the darker shadows beyond the light's reach. Her eyes struggled to pierce the darkness, but what she sought was black-on-black. She might never have found him, except for the soft click-click-click sound, the familiarity of which tugged at the edge of her memories. Silently but for the soft crunch of the dry grass underfoot, she oriented on the sound and headed towards it.

Out of the harsh glare of the rooftop lamps, her eyes adjusted, and she could see the silhouette next to the railing ahead of her. She watched for several moments, trying to figure out what he was doing. One of those massive wings was curled around his shoulder, and he was doing something to the cloth that wrapped the end. He was… freeing it? Puzzling, but it occupied all of his attention and it was keeping him on the roof. Taking a deep breath, she took a step forward.

His head jerked up, and the wing pulled back from his hands, seemingly of its own volition. Before she could voice her queries, the man clumsily vaulted to the rail top, clinging to it with surprising agility. With a final glance in her direction, he plunged over the side.

"Wait!" Rosie screamed, rushing to the railing. Below her, the dark shape fell, wings outspread, wind tearing at the tattered membranes shrouding the skeletal frame. Did he truly think he could fly? She watched in horror as her visitor fell to certain death.

And then, just before he fell too far for her to see, the wings went into motion, their ends blossoming into claws which curling around the man's body to grab at the building's stone face, slowing, then stopping his fall. Two long, sinuous shapes detached themselves from the depth of his cloak to join the first two. As the figure dropped below her line of sight, moving down the side like a massive spider, her heart skipped a beat.

She knew those sinuous shapes, that serpent's nest of metal that rode the man's backside. She knew them as few others did, because she'd been there for their creation, their activation. The actuators! Had someone stolen her husband's creations to use for his own crime spree? Or… Her breath came faster, and she had to clamp down on the hope that suddenly welled within her, because she knew she'd inevitably be disappointed. She couldn't, couldn't let herself believe that the man she'd seen was…

Despite her resolve, the name slipped from her lips in a whisper. "Otto…"

To Be Continued…

I'm so, so sorry to leave you all hanging here.

Well, no, not really…