Disclaimer: I think we all know by now who I own and who I don't own. So don't make me go through this again.

Author's Note: The first chapter received a better reception than I had expected. You really are an evil bunch, aren't you? I mean, Otto's dead in this fic! Dead! And yet, you all seem to be enjoying it. Sadists. Not that I'm much better, mind. Y'know, it's odd to think that, at this time of night in Moonlight Becomes You, O'Connell would have been dead by now. Strange to think about, huh? Also, the accursed collars don't function here the same way they do in MBY, otherwise this story wouldn't work. So call me lazy for not working my way around the problem… And Musique de la Nuit will be updated soon; I just got a bit sidetracked reading Harry Potter and the Half-Blood Prince.

Death Becomes You

Two – Rebirth

When she'd uttered the final words of the spell, Lynnea was positive that she'd failed. She'd done a slapdash job, even forgoing the usual animal sacrifice. Most corpses required a little 'boost' to re-animate them, a boost provided by death. The older the corpse, the greater the sacrifice required. Lynnea had hoped that since Dr. Octavius hadn't even been dead a day, she could skip the sacrifice. But when the ritual command failed to move him, Lynnea gave a despondent moan and leaned against the gurney, exhausted by the wasted effort. Damn, I shouldn't have done this! But there was no other way…

And then the screaming started. Lynnea nearly jumped out of her skin; corpse puppets usually always made some sort of vocalization upon waking, but not… not like this. Not this gut-wrenching scream that went on and on… And then it cut off abruptly as the body shuddered, muscles breaking free of rigor mortis to twitch uncontrollably as the body struggled to obey her first command, to rise. Lynnea stood before the mangled face, watching the remaining eye open, widen, then focus on her as it sensed the bond between them. Clumsily, the body pushed itself into a sitting position with all the grace of a newborn – and she'd forgotten to take into account that the still-unsteady puppet was encumbered by what had to have been over a hundred pounds of inanimate machinery. It tried to get to its feet, but lowered its legs down on one side of the gurney, while the actuators dangled down on the other side. It tried to take a step towards her, was brought up short by the caught actuators, then stumbled, making an odd animal-like cry as the move jerked at its spine.

Lynnea shoved the gurney out of the way, sagging against the table as the effort sapped what remained of her strength. I can't collapse now; I need to get it out of here! It's in no shape to fight for me yet. All corpse puppets were worthless upon waking, and this one seemed even more so. It looks like I'll have to do a better job of setting commands tomorrow, once I get him out of here. "Follow me," she said firmly. Like an obedient dog, it shambled after her, dragging the useless actuators. For the first time, she began to wonder if they would actually work without his mind to command them… No time to worry about that now, she told herself, though she slapped herself mentally for not thinking of it sooner. Without functioning actuators, he had no use to her – except as a bargaining chip. Maybe she could exchange him for her life… Despite her normal indifference towards the fate of her puppets, the thought made her ill. He'd been kind to her…

One more thing she didn't have time to think about. She needed to get out of there, fast. She hastily shoved her materials back into her bag and slung it over her shoulder. Then she eyed the puppet critically. There'd been no time for the doctors to change him into a hospital gown; they'd put him straight into surgery without doing more than removing his ratty – and blood-stained – coat, so she didn't have to worry about dressing him. The coat had been stashed under the gurney, probably as 'police evidence.' She could throw that over the actuators to conceal them. The wound, on the other hand… He was missing one eye and part of his face, and now that he was animate, the wound oozed. It made her nauseous just to look at him; blood-letting was one thing. This was something more like one would find in a zombie flick. She'd never be able to get him out without attracting some attention. A quick search of the autopsy room yielded a roll of gauze and, fighting back the urge to hurl, she ordered him to duck down, then began to bind the wound.

She was able to hold off until she was done, then had to stumble over to the nearest hazardous waste container and promptly lost her dinner. The puppet followed, its one eye blank, unblinking. She pulled out the coat, wincing when she saw how much blood it had soaked up. Nothing she could do about that now… Lynnea threw it over his shoulders, helping his arms into the sleeves. It was fortunate she had a daughter and knew how to handle dressing others, or she would have lost patience. Done, she took a step back and critically surveyed her work. "You'll do," she sighed. The puppet just watched her with its unnerving stare; she was starting to see why it was a rule not to raise someone you had a personal attachment to. After seeing that same face filled with keen intelligence and what she'd assumed was rare humor, this emptiness was almost painful to witness. She swallowed back an apology for doing this to him; after all, it would fall on deaf ears. "Come," she said instead. Remember, he's not the man he was. She forced herself to think of the puppet as 'it' instead of 'he,' to further distance herself from her memories of the man he'd been. Maybe that would help.

Lynnea paused by the doorway, listening. There wasn't anyone, yet, but it wouldn't be long before someone came to relieve the officer set to watch the doctor's body, or perhaps the morgue attendant would awaken and alert the staff. A thought occurred to her: The policeman. Hmm… She headed for the morgue, glancing about uneasily as the corpse puppet plodded along behind her, the dragging actuators making an overly loud scraping sound in the quiet halls.

The morgue was as she'd left it, but the cop was had returned to consciousness. He saw her and opened his mouth, but before he could yell whatever threats he'd been trained to use in situations where he was the one in cuffs, he caught sight of the silent Octavius, and his face drained of all color. Lynnea gave the man a nasty grin as she fished out the handcuff keys she'd swiped when she'd liberated the man's gun and nightstick. She knelt before him, but the man seemed totally oblivious. "Tell you what," she said, and he finally turned towards her, eyes rolling in fear. "You give me your uniform, and I won't let my partner here rip you to shreds."

The cop made a squeaking noise that she took as a yes, and Lynnea uncuffed him. He barely noticed as he stripped off his uniform, his eyes never leaving the corpse puppet. Forget being put on the duties no one else wants – I don't think this guy's going to stay a cop much longer. She wouldn't be surprised if he resigned this very night – assuming he wasn't put off the force for his failure of duty.

Before putting on the uniform, Lynnea pulled out the nightstick. "Sorry to have to do this to you again," she said unapologetically, "but I can't have you alerting anyone. I'm sure you understand." Once again, the man was caught entirely by surprise as she brought the nightstick down on his skull.

She quickly shucked off the janitorial uniform and donned the policeman's, then took the handcuffs and attached them to the puppet's wrist, and then her own. The puppet didn't even react, though its slower pace meant it was dragging at the cuff.

They went down the hall to the elevator leading to the upper floor, and Lynnea took a deep breath. This was where everything could go wrong; the police may have been confident no one could penetrate the hospital's sub-level and so left only one guard, but they wouldn't leave the upper floor unguarded. Then there would be the press… and O'Connell's men…

Lynnea wondered how the hell she managed to get herself into these situations.

The elevator dinged and the door opened, and Lynnea dragged the puppet in with her. The ride up to the first level was too short for her liking, and when the door opened again, she nearly hit the button for the top floor, just to give her more time to prepare herself and formulate a plan. Winging it was going to get her in serious trouble one of these days…

She kept her hand on the hilt of her gun as she stepped out, waiting for the police to descend upon her in a swarm for daring to harm one of their own. "Keep your head down," she muttered under her breath. The corpse puppet obeyed, its head drooped almost to the level of his chest. Lynnea corrected its position to something that looked a bit more alive, then proceeded.

Her plan was to get back to the general public area of the hospital, then take the elevator there to the parking lot situated beneath the hospital. Hopefully, there'd be fewer guards there, and they'd be more concerned with people going in than coming out. Especially if she could swipe a squad car… Unfortunately, hotwiring wasn't one of her specialties. Well, she'd cross that bridge when she came to it.

She managed to make it down one corridor drawing little more than a glance. The doctors seemed to be avoiding anyone in a doctor's uniform, and if her prisoner seemed a little… lifeless, they attributed it to the head wound that was obvious beneath the blood-soaked gauze. It seemed few of the staff had actually seen Octavius, because no one seemed to recognize the quiet form hulking behind her. Considering his reputation, I'd stay the hell out of his way, too. But there have to have been a couple of doctors who at least took a curious peek at the famous monster.

The charade held up until she had to pass the hospital's main lobby. Three policemen were talking to two men in business suits – she heard the word 'OsCorp' mentioned – near the hall's entrance, and the one closest looked up when she neared. He recognized Octavius instantly, and she saw his jaw go slack in shock. The cop opposite him saw his reaction, turned, and managed to maintain his composure better than his fellow. Dammit. "Hey!" the cop cried, pushing the two stunned business men aside and running towards them. The third was a step behind, while the first finally snapped out of his stupor and came after, drawing his gun.

Lynnea gathered herself for a sprint, but as she took the first stride, she was brought up short by the unmoving corpse puppet, who was watching the proceedings with the same blankness with which it had regarded everything else. It was, without a doubt, the dimmest corpse puppet she'd ever animated. "Run!" she commanded, and finally it moved, but it was slowed by the weight pulling at its back. The police pursuit was slowed by their shock, but she wouldn't have that advantage for long. She hauled it in the direction of the elevator, then bypassed it because it was several floors above and would take time to arrive at her floor. The stairs were a little further, and a sign marked it as a fire exit; upon opening, an alarm would sound. That might be a good thing, she realized. She hit the door running, and sirens began to blare.

Humans were rational creatures, for the most part, but there was something about loud, persistent noisesthat drove all sense from the mind and turned a crowd into a panicked, stampeding mob, little more intelligent than cattle. While the police behind her kept their focus, the people in the waiting room, many of them already on edge because of the very obvious police presence and the fact that there was a super-villain somewhere inside, began to panic.

It might slow the police, but not for long. Lynnea descended the stairs as rapidly as she could with the slow-moving puppet at her back. When the handcuff chain suddenly went taut and Lynnea almost stumbled when she was brought up short, she finally lost her patience. It wouldn't do her any good to fall and break her neck. She dug the handcuff key out of her pocket and opened the one around her wrist, leaving it dangling from the corpse puppet. Then she started running again, her every movement shadowed by the re-animated corpse.

The stairs stopped at the parking garage's upper level, and Lynnea paused before the door. She couldn't see much through the narrow windows except for the crowded lot. Unfortunately, she didn't see anybody going to their cars; there wouldn't be any 'commandeering' of vehicles. A pity, really; now that she had the police uniform, she wanted to abuse the power that came with it.

She also didn't see any police, but that didn't mean they weren't out there. Their fellows on the floor above had probably radioed ahead, giving them plenty of time to hide so they could ambush the crazy woman and the supposedly dead super-villain. Unfortunately, she didn't see another way out; if she went up, she'd be trapped inside the hospital with no escape. If the doctor's actuators had been active, it would have been a different story.

Lynnea considered her options. She could send the puppet out to plow its way through, but it would take a lot of damage. Unlike the zombies of Hollywood films, corpse puppets felt pain – in fact, any wound taken after their raising was felt more acutely than if the puppet had been alive. It was part of what made them such devastating tools for blackmail. And if one of the cops got off a lucky shot and took out what was left of the brain… the puppet was already showing signs of brain damage; she didn't think it could take much more.

There was another way, one that put her in the line of fire, but if she could pull the deception off even for a few minutes, it might buy her enough time. She pulled off the uniform shirt, leaving her own blood-stained top, then pulled off the police belt that hung loosely from her slim waist. She couldn't lose the pants; she just hoped that the police wouldn't look closely enough to realize they were part of a uniform. Taking the gun she'd nabbed from the cop, she ejected the clip and emptied the chambered bullet, not wanting any accidents. She then turned to the puppet, taking one of its limp arms and pressing the gun in its hand, curling the fingers around the grip. The other arm, she flung over her shoulder. Trembling, she pressed herself against his chest. "Hold the gun to my forehead, and don't let go of me," she said.

There was a moment's hesitation, and then the puppet held the gun awkwardly against her cheek. She repositioned it against her temple, saying, "Right there." At least she didn't have to feign panic; she was going out against police unarmed. She was petrified. When this is over, I plan to curl up into a fetal position and babble incoherently for a few hours. But until then, I need to hold it together. Right. Easier said than done.

"Let's go," she said. They advanced slowly, with the puppet stepping painfully on her heels with every step. Her heart pounded at twice its normal rate at being in such close proximity to the man, even though he was dead and was unable to do anything to harm her. She yanked down the door handle, then kicked it open with more force than she'd intended – the door slammed against the wall with a dull booming sound. This seemed to be a signal for the dozen or so police stationed around the parking lot to come out of hiding, guns drawn.

Lynnea screamed. "Don't shoot!" she pleaded. "He'll kill me! Oh, God, please, don't let him kill me!" She guided the puppet by touch; it wouldn't do to ruin things by giving it verbal orders that the police could hear. That would make things awkward, to say the least.

"Hold your fire!" one of the police cried. Then, when he saw her wound, he asked, "Are you all right, miss?"

"He'll kill me! Oh, God, oh, God, oh, God…" she shrieked hysterically. "Let us through or he'll hurt me again!" She hoped her cries would distract them from the fact that her 'captor' made no demands.

The cop that seemed to be in charge gestured for his fellows to pull back, giving them a clear path to the entrance. They plodded forward, with Lynnea forcing out choked sobs to maintain the charade.

She might have gotten away with it, too, were it not for the sound of the parking lot doors opening again, the thud of feet as the cops were joined by their fellows from the upper floors, and a condemning cry of, "She's working with him!" The exit was too far; Lynnea threw herself sideways, between two parked cars, ordering the puppet to follow. It mimicked her move, making it out of the way seconds before a salvo of bullets tore at the air where they'd been. Lynnea began to inch her way between the parked cars on her belly, trying to ignore the pain it caused to her shoulder. She couldn't stop the tears that sprang to her eyes, however. We can't escape this way, she thought frantically. She'd have to use the puppet as distraction, after all. She angled to look back at the following puppet…

Except that it was no longer following her. It had stopped between a midnight-blue SUV and a slightly battered Chevy Impala, the single empty eye wide. Lynnea began to creep back towards it, but what she saw stopped her cold. With a manner far too deliberate for a corpse puppet, one gloved hand was lifted to the level of the bandages, fingers brushing against the blood-soaked gauze. The hand pulled black, and even from a distance, Lynnea could see the blood drip from the trembling fingertips. "Wha…" Lynnea thought she'd imagined the soft sound, because except for the scream of rebirth and the occasional moan, corpse puppets did not speak. But the puppet's mouth continued to work and what emerged where not inarticulate sounds, but words. "What… happened… to… me…?"

That frightened gaze found hers, and she just stared. All thoughts of escape fled her mind as she watched the impossible happen. The eye that had been blank and empty was filled with something she had never seen in a corpse puppet before: Awareness. All the intelligence she'd seen in the scientist's eyes before his death was there, behind the pain and confusion that dominated his expression. My God… Corpse puppets were just empty, soulless shells; there was little left of the people they had once been except for a few residual memories. But that look in his eye… It was as if she could see his soul shining through.

Lynnea felt the gorge rise in her throat as she realized the truth. Somehow, when she'd raised him, she'd done the impossible: she'd recaptured his soul, trapped it in a prison of dead flesh, and enslaved it to her will. What have I done?

XXX

He somehow found himself an observer in his own body. He could feel the flesh that clothed him, but it didn't respond to his tentative commands. He could see all that was going on around him, but had no control over his actions. Something was wrong… but he couldn't say what. Everything that had transgressed in the past few hours had receded to a haze, like a dream that was fading upon waking. All that lingered was that sense of wrongness… What happened to me?

He felt he should know, but his memories hung in tattered ribbons around him, and he could make no sense of what he saw in them. If he could just regain control of himself, it would all come back to him. But how? It was as if he watched through a barrier of shifting between translucence and opacity, his vision of what happened outside this prison partially obscured. If he concentrated, he could 'touch' the barrier, feel its springy toughness under imaginary finger tips. If he concentrated harder, he could 'push' against the barrier, feeling it warp under the pressure, only to spring back into place once he moved back from it. He had to break through… this barrier was what kept him from reconnecting with his body. Steeling his will, he began to push against the barrier, which yielded to the force but didn't give.

I can't be here… I don't belong here! He began to panic now; he could feel the madness creeping along the edge of his consciousness. If he stayed here too much longer, it would consume him, and he'd be lost together. Let me out! He pounded against the barrier, but still it refused to give. How could something that seemed so fragile be so strong? Let me out! Desperation lent him strength he hadn't known he'd possessed; the barrier shattered under his onslaught, and he was suddenly overwhelmed by sensation; not just clarity of sight, but sound, touch… and pain, worse than anything he'd felt since… since the accident. The accident… I remember it. Freedom had helped his memories arrange themselves into some semblance of order – there were still gaps, but they were returning. What mattered was that he was in control again. He was Dr. Otto Octavius again, not some passenger in his own mind.

He was on his hands and knees, his eyes squeezed tightly shut. He could feel the concrete beneath his knees, could hear the angry shouts and the pounding of footsteps around him. But he ignored it all as he tested his body, becoming aware that there was still something wrong with it. He opened his eyes… or tried to, anyway. His left eye didn't seem to be responding to his commands. He raised his hand, brushing the gauze that was wrapped tightly around his head, feeling broken edges of bone beneath… and a horrible hole where one shouldn't have been. He pulled his hand away, examining the blood gleaming wetly on his finger tips. Oh, God… He was wounded, and badly. But… why didn't it hurt as much as it should? "Wha…" he tried. His lips didn't seem to want to form the words. "What… happened… to… me…?" He hadn't realized he wasn't alone until a soft gasp answered his question. He looked up, the movement seeming to cause a sickening lurch inside his skull, and met the wide eyes of the dark-haired girl, the sight of whom caused a rush of hatred. "You," he hissed. I remember her. I… I wanted to kill her… Something tugged at his memory, something that tried to connect her to his current condition – whatever that may be. Something that would destroy him…

Before either could say anything more, the commotion finally began to sink in. "He went this way!" someone cried, and Otto had the feeling that he was the one they referred to. The girl – Lynnea, his brain supplied – gave him a scared look. "I'll explain later. Right now, we need to get out of here."

He didn't need any further explanation; he could hear the sounds of a large number of people taking position around him. This was familiar territory, and he welcomed the distraction from the confused jumble of thoughts that, once properly assembled, threatened to push him over the edge of sanity… Are you there? he called desperately. He had a hole in his head… he had a fucking hole in his head… there was no guarantee his link to the actuators even still existed.

Father? Father! The mechanical voice that answered was tinged with astonishment and disbelief. It was also strangely more… distant than he was used to. This is not possible, the functioning actuator stated matter-of-factly. Your body performs no vital-

Otto cut it off. Is there any reason I can't pull off the collars inhibiting the other three?

We are out of range of O'Connell's remote; therefore, removing them will set off no alarms. There are no traps within the mechanisms themselves. Removal is possible.

I can only get us out of here if the actuators can free themselves of O'Connell's inhibiting device, he realized. Otto gave the command to the actuator, which immediately began to tug at the collar fastened snugly about its twin. He felt an exclamation as the upper left actuator was freed, then the two worked in concert to free the remaining two actuators.

Power cell at 47 percent, the voices reported in harmony. Estimated maximum time of function, seven minutes, fourteen seconds, fifty-three milliseconds.

Power cell? he repeated, as the actuators pushed their way out of the holes in his coat. Draw necessary power from biochemical functions, he commanded. Why had they shifted to running on battery? The power cell didn't contain enough power to run all four actuators for a prolonged period of time. If he used just one actuator sparingly, the battery had enough power to run for several hours. But for all four to take their power from the cell to perform the vigorous activities necessary for saving their lives, the battery's life was severely shortened.

We cannot. There are no biochemical processes to siphon power from.

What! That was impossible! The body created excess energy just by carrying out normal biological functions. As long as the body functioned, then they should have been able to draw the necessary power from him! Estimated maximum time of function, six minutes, thirty-seven seconds, fifty-eight milliseconds. Again, there was a peculiar twinge at the edge of his consciousness. Fifteen armed men are approaching, the actuators warned. May we take care of them?

Otto hesitated, finding himself suddenly tongue-tied. It was a simple order; why couldn't he give it? Not knowing why, he turned to Lynnea. Her eyes widened as though in understanding, and she said, "Do whatever it takes to get us out of here, Doctor."

It was as if her words freed him of his inhibitions. Three of the actuators began to tear into the SUV, pulling free the doors and huge chunks of the frame, flinging them at the police who were visible. Most dodged, but from the yelps he heard, more than a few had been hit. While they were still under cover to hide from this unexpected barrage of auto parts, Otto grabbed Lynnea in one actuator and began to run for the entrance. Estimated maximum time of function, three minutes, fifty-two seconds, thirteen milliseconds, the actuators warned. There was a squad car obstructing the entrance, leaving a small space between the car's roof and the cement roof of the parking lot. Otto tore off the door of a yellow Volkswagon Bug as he passed, hurling it through the narrow gap to scatter the police who had taken up position behind the car before ducking and squeezing through the exit. He heard the scrape of metal on cement as the actuators barely cleared the gap, followed by the sound of bullets tearing chunks from the cement and the squad car itself.

Clear of the hospital, he found himself asking, "Where to now?"

Lynnea's face was paler than normal; travel by actuator was a rocky ride, especially when one was being carried. "Away from here! Anywhere!"

Up would be best, Otto decided. On the rooftops, the police couldn't follow. Spider-Man could… but he didn't think the bug was going to bother him. What had transpired that made him so certain that the vigilante wouldn't pursue? It was part of that 'grey area' in his mind that made up his recent memories… the memories his mind didn't want to remember…

Power cell at 11 percent. Estimated maximum time of function, one minute, forty-seven seconds, twenty-eight milliseconds. Otto wasted no time crossing the feet and setting the actuators to scaling the first building they came to. There was an urgency to their movements he'd never seen before, as they tried to put as much distance between their host and the police in the limited time they had left.

They reached the rooftop with one minute left. They crossed over to the roof of the next building with twenty-seven seconds left. He made atop a third building when the actuators said, Power cell at 1 percent. Shutting down in five seconds… four… three… two… They didn't make it to one.

The actuators fell to the rooftop with a loud clatter, unceremoniously dumping Lynnea on the ground beside him. She didn't get up, just sat for several long moments shaking. Finally, she recovered enough to say, "Whoa… I can't believe I got away with that." She started laughing hysterically.

Otto stared off into the distance, trying to collect his thoughts. What was happening to him? What was it about this girl that was bothering him? Otto stepped away from her, towards the low parapet that ran around the roof's edge. Over head, the moon was barely visible through the light pollution. He closed his eye, letting the light wash over him. It seemed to soothe his pain, calmed his rage. Bathing under the delicate beams seemed to… revitalize him, somehow.

It also seemed very familiar to him, this obsession with the moonlight. He hadn't done it, but he'd seen someone who had. Someone close to him. Someone who'd ignored him in favor of standing beneath the moon's cold eye… Rosie… As if that were the final key, the memories came to him. His capture by O'Connell, his visits with an oblivious wife… his encounter with the arachnid, telling him that she wasn't his Rosie, that she was dead… that the woman splayed out on the ground behind him was the one who'd delivered his wife into O'Connell's hands…

He'd wanted to kill her because she had desecrated his wife's grave, stolen her body, and transformed it into a tool to be used against him. He turned his back on the moonlight, glaring down at the oblivious young woman below him. "I remember you now," he said coldly. Her eyes shot open. "My wife," he seethed. "You did something to my wife's body, you made her a slave to O'Connell so he could manipulate me."

"I…" she began.

"How could you do something so monstrous?" he spat. He took a step towards her, then another. The actuators may have inexplicably ceased functioning, but he still had his bare hands. He could take her throat between his fingers and squeeze… "I could kill you for what you did," he hissed.

"But you won't," Lynnea said sadly. Angrily, Otto's arm shot out, intending to snag her collar and pull her close, to make her understand what she had done, but the young woman just said, "Stop."

And, to his astonishment, he did. His hand didn't move any closer towards the woman, nor could he withdraw it. "Why… why can't I…" He stared at the offending limb with a sense of betrayal. Why wouldn't it obey?

Lynnea's gaze was downcast. "Because you have to obey my commands," she whispered. "You're… you're not who you used to be. This morning, when you escaped O'Connell's, you were shot. You died, Doctor. I raised you, like I raised your wife. You're not human anymore. You're just a dead body with a semblance of life, brought back to serve me. You're just… a puppet."

To Be Continued…