Disclaimer: I don't own the Spider-Man characters that appear within this fic; all belong to Marvel. Lynnea and O'Connell are mine, however.

Author's Note: Sorry for the wait; I was on a vacation, and I've also been racking my brains thinking of a direction to take this in that isn't like anything in Moonlight Becomes You. I think I've thought of something to make this very different. Yay! Unfortunately, this durned fic is going to turn out longer than I thought. Why does that always happen to me? This chapter is short, and slow, and didn't turn out how I'd hoped, for which I apologize. It's tougher to write without Otto around! Think of it as an interlude. Yeah. Also, you'll find that I've given more depth to my original characters in this fic than they had in MBY; I'm not sure why that is, but I hope that you enjoy it.

Death Becomes You

Four – Nightmare

Lynnea released a breath she hadn't known she'd been holding as the doctor's body went slack, empty. With everything else that had gone wrong with his raising, Lynnea had been worried that there would be problems with his diurnal dormancy. She could still here his plaintive, "I don't want to die!" echoing in her ears. She leaned over to check him, just to make certain… His skin was ashen, flaccid now that his body was no longer caught in the grips of rigor mortis. His face was slack, empty. Gone was the brilliant personality that had given this empty shell life. But not forever… I have to do something to free him once I'm done with him.

She straightened, stretching. Her body still ached slightly from the previous night's exertions, and she felt a bone-deep weariness that would be slow to fade, but it was nothing she couldn't ignore. She went to the window, rubbing the soot-encrusted glass so she could view the city outside. By day, this section of the city seemed a little run down, and the people on the streets below were shabbily dressed. Her own clothing was a little worse for wear after sleeping in the fire-scarred hotel; she wouldn't stand out strolling down the streets. Better, if any of O'Connell's men ventured down this street, they'd be obvious in their clothing. She could safely stay here until nightfall, if it weren't for the fact that her cell phone didn't seem to be getting a signal. Damn; she needed to call Lenore, and she needed to reach one of her instructors to learn if it was possible to undo what she had done to Octavius. It wasn't a conversation she was looking forward to… And there was the added bonus that the police would be looking for her after her spectacular hospital breakout the previous night. The police had gotten a good enough look at her to identify her.

After checking again on Octavius, just to make certain, Lynnea tried to clean herself up in the bathroom, but gave up when the scummy water just made her soot-smeared hands even dirtier. She helped herself to a gulp of stale water that she'd found stored in a two-liter soda bottle; Octavius had salvaged several bottles, filled them with water, and stashed them in the corner of the burnt out room. There was food, too, dented cans that could have come from anywhere. She decided not to touch them, preferring to buy food that didn't house a bacterial culture…

Lynnea slung her bag over her shoulder and proceeded to retrace Octaivus's steps from the previous night. She didn't want to leave the safety offered by the condemned building, but she needed to pick up the rest of her stuff from the First Ave Mission. Bat was probably having a fit by now, and making himself a total pest to the volunteers. She pitied the volunteers… She put the thought out of her mind; it was going to take all her concentration to remember the way out. The building looked different in the daylight filtering through the flame-damaged walls, and she was looking at everything from a different angle. It was amazing how being slung over someone's shoulder like a sack of potatoes affected one's perspective.

She was fine until she reached the beam that spanned the hole in the floor. Intellectually, she knew that it had supported both her weight and the scientist's, but she suddenly found it hard to believe that that four-inch-wide beam bridging a three-storey drop could hold her. And, unfortunately, the beam was in the center of the hole; in the crossing, she wouldn't be able to reach out and brace herself against the wall if she lost her balance. I need to get out of here. I need to speak to my daughter. I need to get to my things. Hands outstretched, she took the first step. The beam bowed under her weight, and she nearly toppled sideways. I need to take gymnastics… Most little girls learned to walk balance beams as children. She had learned to raise the dead. She'd thought those girls had been pathetic, but now they were getting the last laugh. Which was the more useful skill, now?

To her surprise, she managed not to die getting across, though she did get a scare when she reached the halfway point and her foot slipped. She was just glad she didn't wear high heels, or she'd never have managed it. It was the worst she faced; though the steps were a little perilous, she made it down to the first floor and out the boarded up door without any further difficulties. She'd made her exit as surreptitious as possible, not wanting to alert any other of the city's homeless that the building was safe for their habitation. It wouldn't due to come back to find Dr. Octavius's corpse had been robbed…

She flagged down a taxi, ignoring the look the driver gave her upon seeing her blood-stained, black-streaked shirt. She directed him to take her to the First Ave Mission, then leaned her head back on the leather seat and closed her eyes. The ride seemed to take forever, but at last the taxi pulled up in front of the familiar battered façade of the Mission. She passed through the scarred wooden door and went inside, bypassing the benches and tables, sparsely populated at this time of day, and making a beeline for the back room and her things. She didn't want to have to explain to her so-called 'protectors' why she'd left the sanctuary so abruptly the previous day without a word of explanation.

Fortunately, most of the volunteers paid Lynnea no heed. Her aloof attitude had discouraged any attempts at being friendly, and the girl behind the soup counter only gave her a cursory glance before going back to reading the copy of the Daily Bugle she held. The front page was dominated by the story of Dr. Octavius's 'return from the dead' and his 'vengeful rampage.' From the girl's disinterest, Lynnea gathered that she hadn't been identified by the Bugle. At least something went right last night, she thought glumly.

Her things were still, for the most part, packed in the large duffle bag she'd left shoved under the storeroom's cot. Bat was curled on the flat pillow, its white case covered with a layer shed fur and the stuffing he'd torn free in his boredom. At her entrance, he glared at her reproachfully, then took his time getting to his feet, the process further slowed by his graceful stretches. That done, he sat at the edge of the cot, tail wrapped around his paws, and watched as Lynnea gathered the rest of her possessions and stuffed them in the duffle. Then he strutted over to his cat carrier, waiting with a resigned expression for his confinement to his own personal kitty hell.

On her way out, she snatched the Daily Bugle from where the volunteer had discarded it on the counter, ignoring the girl's icy look as she passed.

What should I do next? Lynnea wondered. She wasn't anxious to get back to the still form in that fire-scarred husk of a building, where she'd be alone with her thoughts… her guilt… No, she needed to find somewhere that she could make her calls without worrying about being overheard, somewhere she could plot her next course of action. Guilty feelings or not, she was going to use Octavius to kill O'Connell.

XXX

Steven O'Connell, director of Quest Aerospace, placed the palms of his hand on his desk to keep from clenching his fingers into fists. "Now," he said slowly, deliberately, "tell me again: What happened at the hospital last night?"

This whole thing was a nightmare, O'Connell thought broodingly. First, his prized possession had made his escape, then he'd died outside of Quest's perimeter, thus making it impossible to cover up the 'attack' on Quest and retrieve the scientist's body before anyone was the wiser. And now… his attempt to steal Dr. Octavius's corpse – or, at least, the actuators, should they be removed – had been unexpectedly foiled. The man seated before O'Connell shifted uneasily under his boss's glare. "Before we could retrieve the package, it… it walked away." His features were clouded with confusion. "The staff said that he was dead, but there are witnesses who saw him leaving with that girl he was supposed to kill." Here, the man's voice was tinged with derision; he hadn't been one of those sent to kill Lynnea.

Lynnea… That was the only clue he needed to put together what had happened at the hospital. She'd revived him, as she had his wife Rosie, and just waltzed out of the hospital with no one the wiser. His lips peeled back in a snarl; there could only be one reason she'd raised the doctor. To get revenge on me… Fantastic… it was bad enough to dread the day that unstoppable monster broke loose and came after me; now he's an unkillable, unstoppable monster. And it was no use keeping Rosie hostage; the brainless puppet wouldn't give a damn what O'Connell did to the shell of his wife. So much for his insurance.

Time to apply for a new policy, O'Connell thought, smiling thinly. Fortunately, he never made plans without contingencies… He turned his attention back to the man seated before him, giving him an unpleasant smile that made the man before him squirm. "I'm displeased at your failure, but, in light of the unexpected circumstances, it couldn't be helped. Fortunately, the situation can be salvaged. Contact Caruthers; tell him it's time to put Plan B into action." The man nodded and stood up; O'Connell paid him no heed as the man exited the executive office.

O'Connell leaned back in his leather chair, kneading his forehead as if he could just massage away the throbbing in his temples. With his free hand, he flipped open the laptop on his desk, booted it, and accessed the security mainframe, finding the hidden file that was impossible to locate if one didn't know where to look. Tracing a call placed from a cell phone was difficult, but he knew the frequency of Lynnea's phone, and if she placed a call anywhere from within the city, Quest had equipment sophisticated enough to trace it to her location at the time. He'd order his men to follow her, not kill her. Not yet. She was currently Dr. Octavius's controller, and while the man's mind was gone, his body and the actuators were intact. While it occurred to him that he could just have his men snatch Octavius's body while sunlight rendered him immobile, the scientist would awaken still under Lynnea's control, and attempt to carry out his likely directive: to kill O'Connell. True, O'Connell could just behead the corpse before it awakened, and have the actuators, but it would be a waste. If he could just persuade Lynnea to transfer control of Octavius to O'Connell, then all wouldn't be lost. He'd still have a devastating tool to use against his enemies – one that wouldn't suddenly develop a conscience and refuse to kill. One that couldn't be killed by stray gunfire; even if the puppet would feel the pain ten-fold, it would still obey orders, still do whatever damage O'Connell demanded of it.

Lynnea hadn't called anyone yet, and he folded his arms behind his head, staring broodingly off into space for several long moments, seeing nothing. This isn't the revenge I promised you; that was taken away from me. He'd vowed to make Octavius suffer; using the man for his own purposes had just been a bonus. I pushed him too far, and I lost him before my revenge was complete. O'Connell's lips curled into a snarl. But even if I can't physically hurt Octavius any longer, I can find other ways to destroy him… This, I promise you.

XXX

Lynnea sat on a bench in Central Park, slowly unwrapping on of the hot dogs she'd bought from a vendor. She broke off a piece and shoved it through the bars of Bat's cat carrier before taking a bite herself. She stared out at the brave New Yorkers who had left their familiar paved streets to venture out into nature, if this sad, enclosed expanse of grass and trees dwarfed by the towering skyscrapers could be called 'nature.' It was pathetic, but if she kept her eyes at the level of the trees and didn't breathe through her nose, she could pretend that she wasn't in this accursed city on the run from a madman and his goons.

She finished the first hot dog and started on the second, taking her time, delaying the next task on her agenda. She'd just tried to call Lenore before tackling her hot dogs, but had been told the girl was sleeping. The nurse had offered to wake her, but Lynnea knew her daughter would be exhausted by the long day of treatments, and wanted her to rest up. All that was left to do now, before returning to Dr. Octavius' resting place, was to call Stephanie. If anyone could solve Lynnea's problem, it was Stephanie, her first instructor in the dark arts. If she couldn't find the answers, she had connections to people who could.

But asking for help would be an admission of her guilt. Lynnea had broken too many rules raising Dr. Octavius; there would be consequences, dire ones. The other re-animators cut her some slack because of the desperate situation with her daughter's medical bills, and, though they were too polite to say it outright, they expected Lynnea to have some crossed wires due to all that had happened to her. She'd be offended, but it was true – her life had been turned upside down, and she'd been left irreparably altered.

Stephanie was also one of the few people that Lynnea trusted completely. Short, plump, and very, very blond, the friendly woman looked as if she'd be more at home in a daycare center than in the occult bookstore she ran. It had made her the ideal mentor for a young woman recovering from a traumatic experience that left her unwilling to trust anyone. But behind that friendly, matronly exterior lay power unmatched by any re-animator Lynnea had ever met. She was also an archivist of re-animator lore; there had to be some precedent that would help Lynnea with her quandary.

Finally, she couldn't put it off any longer, and placed the call that could end her career, and possibly even her life.

XXX

The darkness closed in, a near-tangible presence against illusory flesh, pressing against him, squeezing him, choking him. He felt as if he would die of it, except…

…except that he was already dead, wasn't he?

He remembered his death, remembered the bullet burying itself into his skull and leaving scorched and pulped flesh in its searing wake. And with that death had come a foul mockery of life, under the complete control of another. Sunlight had brought him a momentary reprieve from his shackles, but this… this nothingness was considerably worse. Was this what true death was like? This sensory deprivation that left his active mind with no outlet? He attempted to open a mouth he no longer possessed to cry out, to protest that this wasn't right, this couldn't happen to him, his flesh may lay rotting, but his soul was still conscious! What if he were doomed to spend eternity here, in this nothingness? Even with his brief nights of half-life as a reprieve, Otto knew he'd eventually go mad if this was all there was. Faintly, Otto could sense the vast gulf that yawned between him and his body, but the way back was closed to him.

Don't think about it, he told himself firmly. Think about something else. Think about… Rosie. Think about how, once this is over, you can be with her again. He tried to picture his wife's face, focusing his entire will on summoning an image of the woman he'd loved for so long.

Nothing came.

Frantically, he dug deeply into his memories, catching glimpses of that familiar figure, phantasmal images that dissipated before he could focus on them. Even those few moments spent with the puppet she'd become were blurred around the edges, and he couldn't see her. The more desperately he sought her, the more quickly his memories slipped away, or popped like soap bubbles, leaving him with nothing. Nothing, except remembrance of the hellish months without her in his life; the months where he'd been half a man, an outcast, a monster.

It was as if a large portion of his memories had been carved away. Had they been this incomplete the previous night, when his body had been animate, and he hadn't noticed? Or was he gradually losing himself? Was this why his wife's body had been an empty shell, because her memories had been eaten away, leaving nothing?

Would he, too, forget who he was, until he was nothing more than Lynnea's mindless puppet?

XXX

The call seemed to have sapped what little energy Lynnea had recovered from her night's sleep, and she sagged against the corner lamp post, one hand raised to listlessly flag down a taxi. Her call to Stephanie had gone about as well as could be expected

"Lynnea, what have you done?" the woman had demanded suspiciously, after Lynnea's first stumbling attempts to tell Stephanie a half-truth.

The truth had tumbled out, despite Lynnea's determination to hold back the details. Stephanie had remained silent as Lynnea told her tale, withholding her judgment until she'd heard the entire story. When Lynnea finished, the older woman had been silent – not a good sign, with the normally garrulous woman. Lynnea had waited, her rapid heartbeats sounding abnormally loud in her ears. Finally, Stephanie had heaved a sigh, and said in a tight voice, "I'll help," she said shortly. "And I won't tell anyone what you've done – not yet, anyway. That should give us time to mend this." Lynnea's thanks had been profuse, but Stephanie had brushed them off. "Be warned: if I can't find a way to repair your mistake, Lynnea, this Dr. Octavius of yours won't be the only ghost that can't find its way to the afterlife." Lynnea had shuddered; there was no jest in the other's voice. I've signed my death warrant, she thought dully, staring sightlessly at Bat's cat carrier.

A taxi pulled up, and Lynnea climbed in. The driver protested in a language Lynnea couldn't identify at having the cat in the car with her, but she spoke over his protests to give him directions. Unfortunately, her directions were a little confused and it took her longer to get to her destination than she'd wanted; New York was far bigger than any city she'd ever been in before, and only a quick memorization of street names enabled her to get anywhere at all. Fortunately, she made it to the street corner she'd selected on her way out without further incident, and the taxi driver left with more money than he deserved, leaving Lynnea to find her way from the street corner to the ruined hotel two blocks away.

Half a block from the hotel, Lynnea felt a prickling sensation on the back of her neck. She didn't slow, but she angled her head slightly, trying to glimpse whatever could have caused the feeling of being watched. Unfortunately, though pedestrian traffic was thin in this sector of the city, it was difficult to pick out anyone paying attention to her. It could be paranoia… or it could be something else entirely. Lynnea continued onward, past the street with the abandoned hotel, trying to seem as if she were just taking a casual stroll. She stopped just once, to relocate her ever-present knife to a position within her sling.

She aimlessly ambled around for almost an hour before she finally judged that she was safe enough, and, after half an hour, found her way back to the hotel. After a quick glance around, she slipped through the boarded up doorway and into the fire-gutted interior. She sighed with relief as the feeling of watching eyes faded completely, and wanted to sink to the floor until her heart ceased its hammering at her ribcage, but she only paused to let Bat free from his carrier – the cat would be better off crossing the beam on his own rather than trusting her own balance, and the carrier would be safe enough stashed on the stairwell.

She retraced her steps, Bat hot on her heels. When they reached the beam, he crossed without hesitation, then turned to watch his mistress cross. Lynnea decided she was too weary to even attempt to balance, and instead, scooted along on her rear. Bat twitched his tail at her undignified mode of travel, but at least she got across without incident.

Before reaching the door, she felt it; a backlash of power that made her stagger and fall to her knees. Bat mewed in alarm, rubbing his head against Lynnea's thigh as she struggled to fight back the sudden disorientation. She took a deep breath and closed her eyes, looking inward, confirming what she already knew: the backlash had been caused by the return of the spark of her own life used to animate a puppet – one of her puppets had just been destroyed. She climbed to her feet and stumbled towards the closed hotel suite door, her legs regaining their strength with every step. The door creaked open, and she slipped inside.

The doctor was just where she'd left him, splayed face-down on the mattress, the white gleam of bone very visible against the waves of dark brown hair. He was untouched since she'd last seen him, which meant it was another puppet that had had its strings severed – and she'd only had one other animated corpse puppet: Mrs. Octavius.

Bat froze when he saw Octavius, the twitch of his whiskers the only sign that he hadn't suddenly transformed into stone. Then he took a hesitant step forward, then another, sprang up on the mattress near the doctor's shattered head, then poked one paw tentatively at the slack face. Bat drew back, ears flat, and turned to face Lynnea. The look he gave her was eloquent in its disapproval, and she had the urge to apologize to her long-time friend. He mewled his disapproval, then turned his back on Lynnea, choosing to curl up beside the doctor's limp form.

Even my own cat hates me for what I've done. It shouldn't hurt, but it did. She sank down against the wall, leaning back against the hard wood and closing her eyes. There was nothing left for her to do but wait for Dr. Octavius to awaken.

XXX

The world around him was gradually growing lighter, but he was buried too deeply in his fragmentary memories to notice. He saw blood, violence, death… components he knew his life hadn't been made up of until recently. He glimpsed a wedding dress saturated in blood, four long, skeletal shapes squeezing a heart-wrenchingly familiar figure that hung from their coils like a broken rag doll, and…

This isn't right! These aren't my memories! he cried. Why are you tormenting me like this? Why won't you go away? Why can't you-

"Leave me alone!" Otto screamed, the unexpected sound of his own voice making him jump, and the large black shape that had been curled near him sprang away, hackles up, back arched, and tail fluffed up. Otto stared at the hissing black cat, who was slowly calming as he realized there was no threat, and eventually began to bathe himself as if he'd never even been frightened.

Lynnea was staring at him with startled eyes; it looked as if he'd woken her up with his cry. Well, he wasn't going to apologize – he had that much control, at least. The girl recovered quickly, and fortunately had the sense not to say something tactless like, "Good evening," or "Rise and shine." Instead, she said, "I contacted one of my peers; she's looking in to how I can put you to rest." She got to her feet and, pulling out a lighter, began to light the nearest candles.

"Looking in to it," Otto thought. Which is a polite way of saying, she has no idea whatsoever what to do with me, and I could be like this for a long time. Otto just grunted in acknowledgement as he pushed himself to his hands and knees. The mattress beneath had dark stains where his head had rested. Otto probed the wound, feeling the dust and fuzz that had crusted to the dried blood, and thought maybe it would be better, after all, if he left the wound bandaged.

"So you and I could be together for awhile," was all Otto said.

"Yes," Lynnea said. "Assuming she can find a way to undo what I've done." At least she felt no need to sugar-coat the truth. She'd tensed with her last words, and Otto suddenly wondered what would happen if there was no way to undo this – not just to him, but to Lynnea as well.

"Will I last that long?" Otto asked.

Lynnea frowned. "What do you mean? Corpse puppets don't decay – they do return to the state of decay they were in at reanimation during the day, but there's no further decimation of the body."

"I mean mentally." Otto wondered how much to tell her about his nightmarish 'sleep,' then decided to tell her the whole truth. He wondered if that was because he felt she needed to know all the facts, or if it was because he didn't want to hold anything back from his 'master.' "My memories seem to be fading – the happy ones, anyway. And I saw images that I know never happened, such as the actuators…" Otto faltered. "The actuators… killing my wife… squeezing the life out of her and leaving her broken…" Otto swallowed. "And worse… I can't even remember Rosie's face! I can't picture what she looks like anymore, even though I saw her just a few nights ago! What's happening to me?" Desperation made his voice rise in pitch.

"I… I don't know," Lynnea said, turning to face him. "I've never heard of anything like this happening to a corpse puppet – but I've never encountered a puppet raised as early as you." She licked her lips, for a moment absurdly reminding Otto of a serpent. "I'll-"

Bat suddenly looked up, ears pricked. He trotted over to the door and stared at the black-smeared wood. Lynnea clamped her mouth shut and turned to follow his gaze.

Irritated, Otto began, "What-" but Lynnea waved him silent. Finally, she asked, "Did you hear that?"

Otto shook his head. "Probably just a rat," he said.

"If so, then that was one big ass rat to make a sound that carries so well," she said dryly. "The sound was coming from one of the floors below us." She drew her knife. "We need to get out of here – it could be one of O'Connell's men. Or the police."

Otto had little choice in the matter, now that his master's intentions were clear. "Without the actuators, the only safe path out is the way we came in," he said. "The building's exterior is too smooth to climb down, and there is no fire escape we can conveniently use."

Lynnea gathered up her bag and, with Bat following behind, they carefully retraced their path out. Otto clambered across the beam without thought, though Lynnea was more hesitant. They made it safely down to the second floor, where Lynnea grabbed the abandoned cat carrier. Before advancing further, they paused to listen. Beyond the muffled sounds of the city outside, Otto didn't hear anything. Neither did the cat, apparently; the sleek black feline sauntered down the last flight of stairs to the ground floor with no hesitation. As he and Lynnea followed, Otto wondered at what point he'd lost enough of his sanity to trust a cat's judgment.

He was starting to think that the sound had been a figment of cat and owner's imagination when Lynnea gently touched his arm to get his attention and pointed.

A stream of moonlight – or perhaps it was just lamplight – slanted downwards from a broken window, coming to rest on a graceful, snowy white shape. This wasn't here last night… Otto's breath caught in his throat, and he took a stumbling step forward without realizing it. He heard Lynnea's sharply indrawn breath behind him, but she didn't halt him. Otto came within a foot of what remained of a leather easy chair, the leather toughened and cracked, the stuffing weeping from holes burnt into the cushions. A dark shape, vaguely recognizable as human but with something about it that screamed of wrongness, was seated on the chair, hands clasped before its chest.

A flame flared into existence behind him, and Lynnea stepped up beside him, holding a lighter before her. The glow caught the pale white hands, closed over a plush black lump, and edged up a slim torso hugged by a deep, wine red dress that ended in a v-shape beneath the throat. And above that throat was… nothing. Nothing except ragged flesh and rivulets of blood… Otto turned away, no longer able to look. Had he had anything in his stomach, he would have lost it then and there. The body's head may have been gone, but Otto knew who it was, had known the moment he'd seen those graceful hands, the left of which had been horribly maimed, even if he couldn't consciously remember her face. Rosie… The message was clear; his need for her had ended, and he had decapitated her as punishment. It had another meaning as well: O'Connell knew where they were.

Lynnea brushed past him, and began to pull at whatever it was that Rosie clutched in her hands. Otto wanted to snap at her to leave his wife be, but his throat closed and his jaw locked before he could dare speak ill of his 'master.' Then the anger faded as Lynnea extracted a battered stuffed dog from Rosie's grip, her hand shaking as she examined it in the flame's light.

She stared at the stuffed dog in her hand, and her face suddenly seemed very, very white. "It's Oni," she whispered, her voice cracking alarmingly. She held the stuffed animal to her chest and stared up at Otto with huge, dark eyes. "This is Lenore's," she said, her voice raising several octaves with every word until she was almost screaming. "He has my daughter!"

To Be Continued…

I have no idea how the police trace cell phone calls, but I've seen them do it on various crime dramas. And I assume that Quest has some of the best equipment out there, so it's probably very possible for them to track Lynnea. And yes, the actuators will be making a return soon, either next chapter, or the one following.