Disclaimer: All Spider-Man characters are property of Marvel. No profit is being made from their use.

Author's Note: I did it! I managed to keep it to three chapters. It's not an ending that's worth the wait, I know, but it's difficult to pick up a story after Real Life has kept you away from it for so long. Inspiration wanes, and it becomes harder to remember what you were going to do with a fic. But this is basically what I'd intended from the start. Thanks all for reading and commenting. The masses have spoken: You've made it clear that you enjoy seeing a darker version of Otto, and while this fic may be over with, I'll see what I can do about writing another story using a similar version. Eventually. I've just had no free time lately, it seems. Thank goodness summer vacation is finally here.

Thorns of the Dark Rose

Three – Seeds of Destruction

Otto watched the red-tinted water drain away down the sink without really seeing it. Something's wrong… He'd miscalculated. Again. One of the actuators slithered forward, nosing open the cardboard box serving as a medicine cabinet and fishing out a roll of gauze. Otto held out his right hand, wincing when he saw the wounds revealed now that the blood had been cleansed away. The flesh had been torn along his palms and fingertips, and angry red welts dotted the skin between the lacerations. The actuators deftly wrapped the gauze around his hand, individually binding each finger so he'd have some mobility. That done, Otto held out his left hand, which wasn't in any better condition. On this arm, the wounds extended up past his wrist to his elbow. Once they finished with that, they turned to the scratches that streaked his chest.

He'd only been holding her, as he had so often before in their previous lives. They'd been in bed, and she'd lain pressed against him, and he'd had his arms wrapped around her. He'd been content, sleeping with her so close, and then there'd been pain, excruciating pain. The actuators had had to pull him away the moment they sensed his agony, because he'd been too stunned to react. Rosie's green eyes had been wide as she stared down at the thorns that had sprouted from her shoulders and spines. There'd been shock in her eyes, too; this had been as unexpected to her as it was to him. He'd thought the first thorn had been an anomaly, and Rosie had permitted him to file the unwanted growth off.

Clearly, it hadn't been an anomaly. The actuators pulled back, inspecting their work despite the fact that they'd bandaged him with the machine precision with which they performed any task. Otto pushed the nearest away and stepped away from the sink basin he'd rigged on the water pipe running through the tunnel. Leaning against the wall for support, he stumbled toward the kitchen, digging around until he found a bottle of brandy he'd snatched, intending to eventually share it with his wife. He took a seat at the table, then held the bottle to the actuators, who opened it for him, and then took a swig from it. And then another, and another, until the pain began to dim. It didn't fade completely, but the haze falling over his mind made it bearable. He rested his chin on one bandaged hand and stared broodingly off into space. Something has to be done. Obviously, this was going to continue, and if the growth went on unchecked, the results could harm not just him, but Rosie, too.

But what could he do? He wasn't going to just scrap this clone and try again. This wasn't a failed project, this was his Rosie. Any other person, he wouldn't think twice about disposing of. But not his Rosie. He'd just have to repair her, somehow. Tomorrow, he'd take a sample from her, explore her DNA with the assistance of the actuators, try to find where he'd gone wrong. If it was just a matter of shutting off the gene responsible for the thorns, then it wouldn't be too difficult – when compared to his other options, at any rate.

Somehow, he doubted it would be that easy. Otto took a swig of his drink, stared at his bandaged hands, and scowled. Nothing in his life ever was.

XXX

Rosie watched him through hooded eyes as Otto's upper right actuator drew her blood. She didn't even flinch away from the sight, when once upon a time, whenever she'd donated blood, she'd always squeezed her eyes closed and turned her face away from the needle. Now, though… He couldn't help but think her gaze was one of rapt fascination, though she was doing her best to conceal it from him. The actuator pulled away, and another moved in to swab the wound with disinfectant. He had to rely entirely on their dexterity; his own hands were too unsteady, too painful, swollen, to do all but the simplest tasks.

"As soon as I prep this, I'll take care of the growths," he said, eying the sharp, curved thorns that ran along her spine, with smaller protrusions speckling her shoulders. Rosie said nothing, merely dipping her chin in a shallow nod. Her petal-like hair rustled around her shoulders, the silken fall of it concealing the thorns. She pulled her emerald robe back up her arm, over the offending growths. Otto turned his back on her to monitor the actuators as they prepared the blood sample for DNA extraction. The procedure would take time; it would give him an excuse to think without the distraction of Rosie.

He imagined he could feel her gaze boring into him as he worked, though a surreptitious glance backwards revealed her to be reading, her entire attention seemingly focused on the book. Otto frowned at his paranoia; his life on the run had made him wary of his own wife! It wasn't as if these alterations to her body where her fault.

The actuators completed the procedure with little guidance from him, leaving him to brood over this new problem. What have I done to her? he thought numbly. This wasn't a way to live… What if he couldn't stabilize the plant DNA? What if she continued to evolve, until she was more plant than woman? Otto didn't think he could lose Rosie again. The first time had driven him to the edge. The second time might send him tumbling over that precipice into the abyss. Though some might argue I'm there already. He shoved the bleak thoughts aside. He shouldn't be thinking about himself; not when Rosie needed his help.

He glanced obliquely back at his wife; she had taken her seat in the middle of the UV lights and was leaning back, eyes closed. Otto studied her more closely; was it his imagination, or was there a verdant hue to her skin that it hadn't held before? He took a step toward her, and her jade eyes snapped open. Yes… her skin tone was definitely greener than it had been before. "Otto?" Rosie asked, frowning under his scrutiny. "Is everything all right?"

No, Otto almost responded. Instead, he said, "It's going to take awhile before I have the test results. For now, though, let me take care of those thorns." He dug around in the drawers beneath his lab table and pulled out the shears he'd used previously on his wife's hands. The upper right actuator took the handle in its pincers, working the blades experimentally before setting to work with more dexterity than any human could manage.

It was like pruning a rosebush – except that roses didn't weep a sickly red fluid from any cuts made to their flesh. Roses didn't wince with barely concealed pain when their thorns were cut away, or bite back a cry when particularly large growths were removed. Otto hated doing this to her. But she bore it in stoic silence, with only a hiss of indrawn breath when the process became too painful. "This will be the last time," Otto murmured softly. "I promise you, I won't hurt you any more." It didn't even occur to him to think about the damage to himself, or what his damaged hands meant to his experimentshis concern was only for his wife. "I'll find out what's wrong, and I'll fix this. I promise."

When he'd finished, Rosie stared down at the pile of fleshy plants parts at her feet, oozing vegetation that had once been part of her. He thought he saw something flit across her features, an emotion concealed too quickly for him to identify.

"Are you all right?" he asked. She just blinked and rubbed one of the weeping sores, her face impassive. "Rosie? Honey?" She wasn't as outspoken as she'd been in her previous life, and Otto had a difficult time reading her emotions. He had assumed that she didn't mind the removal 'surgery' he had to put her through, but her silence worried him. Did she just not care? Did she not feel the pain? Or was she hiding something?

Or maybe Otto had just become paranoid. She couldn't want to live like this… could she? Otto wished she would speak to him, really speak to him, and not just give him bland, evasive answers. But really, what could he expect? He'd created her memories from his own, and she was trapped in these subterranean tunnels – she had no way to form new memories to share with him beyond what she'd read that day? She was like a child, in a way; she didn't have enough experiences for proper development. It was no wonder she showed so little emotion; she didn't know how to react. It wasn't as if he'd given her his more traumatic memories, after all. He'd only tried to give her his happy ones, or what was left with his happy ones. After the accident, it had become harder and harder to remember the happy times in his life; they'd become faint, distorted, frayed at the edges… More like a half-remembered show seen on TV than something that had happened to him. It was no wonder she seemed so… flawed. Otto sighed. First, he'd fix her physical problem, then he'd worry about her mental state.

Otto stretched his bandaged hand towards her, and Rosie stood unsteadily, her normal grace marred by pain. Otto reached for her when it looked as if she'd topple forward, but again she shied away from his touch. She regarded him with wide eyes, trembling like a sapling in a strong wind. Her body tensed, and then she whirled and fled from the room, past the shattered brick wall that separated his lair from the old subway tracks, and vanished down the dark tunnels. Otto was poised to pursue, but stopped himself. She needed time alone; he was the cause of her pain, and he could only make things worse. Given time to herself, she might find it in her heart to forgive him and come back. Or she might choose instead to wither away in darkness rather than return to him.

It was her decision, and he had to respect that, much as it pained him. Otto forced himself to turn away from the exit, otherwise, he knew he'd stand there and wait for her return, no matter how long it took. Instead, he went to his library of books scavenged from his shattered laboratory and sat upon the battered leather easy chair. He tilted his head back and stared up at the arching stone ceiling. The actuators arrayed themselves around him, one of them keeping an electronic eye towards the entrance, another pulling the old afghan draped over the seat and arranging it over his legs, while a third reached out and grabbed the book of poetry Rosie had left sitting on the coffee table, a collection by Edgar Allen Poe. Otto accepted it from the actuator and began to read.

XXX

Otto didn't remember falling asleep; it was only when the actuators gently nudged him into wakefulness that he realized he'd drifted off. Otto opened his eyes to see Rosie staring down at him. He blinked; was it the dim lighting, or had the greenish shade to her skin again deepened? Her crimson lips parted, and she whispered, "I'm sorry I ran off."

Otto pushed the afghan off his lap and got to his feet, taking a hesitant step towards her. She didn't flinch away this time, and Otto dared to approach her. "You don't have to apologize," he told her. "This was my fault… all my fault. Rosie," he said, his voice thick. "I'm so, so sorry I had to do this to you." His voice broke with the force of his emotion. "I'm just trying to help you." Rosie lifted her head, the petal-like hair whispering as it slid away from her green-hued face. A gamut of emotions flitted across her face: fear, accusation, despair, pain.

And then she lunged forward, wrapping her arms around his broad body, and burying her face in his chest. He worried at first that she was going to cry, but she seemed only to crave physical contact. Otto put his arms around her, holding her close, savoring the feel of the smooth skin of her cheek against his bare chest. Rosie ran her hands along the tight, burn-scarred skin along his spine, following the spinal brace downward.

Her fingers stroked the scarred flesh that lined the top edge of the wide metal support belt. Otto shivered slightly at the touch as it traced the scar tissue closest to where the actuators rode. Her fingertips probed the edge of the support belt, working their way between the thickened flesh and the metal. Before Otto could react to the peculiar sensation, pain blossomed from the points of contact. Rosie jerked her fingers free at his gasp of pain, and stared at her bloody fingertips. Otto took her hands in his and examined them carefully, his face darkening as he saw the thickened flesh with its woody texture. Her fingers weren't something he was willing to just prune away.

Ignoring his own new injuries, which felt no deeper than the other shallow punctures he'd received from Rosie's fingers, he took Rosie's wrists delicately in his damaged hands and said, "We need to do something about this now," he said urgently. "If this continues, you'll be the one who's injured!"

She just nodded, her eyes wide. Otto was so preoccupied with examining this new manifestation of plant characteristics that he failed to notice the satisfied expression that touched her features before she schooled her face back into neutrality.

XXX

The results didn't look good, Otto was finally forced to concede after running his tests a second, and then a third time. He didn't see a way to put a stop to the changes to Rosie's body. Dammit! He slammed his fist against the table, causing it to wobble and send a beaker to shatter on the floor. What now? He couldn't start afresh; it wouldn't be fair to Rosie. Still, maybe I could copy her memory and download it into a new body, like I did with my memories. The idea had promise; he could keep this Rosie, and she wouldn't have to deal with her malfunctioning body any more. The more he thought about it, the more he realized it was the only option.

A soft sound behind him made him turn around, to meet Rosie's gaze. She stood in the arching stone doorway, in the shadows. "I heard something break," she said.

Otto glanced down at the broken beaker, which rested in a puddle of oozing green fluid. "It was nothing important," he said. The actuators curved over his shoulder defensively, a reaction he couldn't understand. What were they picking up that he couldn't? He sent them a mental command to stand down, but they continued their uneasy gyrations.

"I've had an idea," he said, and explained what he'd just come up with. He saw Rosie cock her head thoughtfully, and then she took a step forward, into the dim light. Otto took an involuntary step back, into the table, when he saw what had been revealed. There hadn't been any more clipping sessions after Rosie's last traumatic experience, and Otto had let the growths run wild, anticipating a cure that would eradicate the need for cutting. Now, Rosie's body wasn't just adorned with thorns, but curling strands of vines grew along her arms and legs, and were tangled in her petal-like hair. Her skin had darkened further, making the vivid red of her lips and hair stand out. She crossed the makeshift lab until she was close enough to touch him.

"I can't let you do that," Rosie said calmly. "I like this body." Her bewitching green eyes narrowed in concentration. The actuators, sensing danger, reacted without any guidance from Otto and darted forward.

Pain lanced through the wounds in his back, and Otto yelped as blood began to drip down the back of his thighs. The actuators gave an electronic scream that was echoed in Otto's skull and halted their attack. The pain intensified, and Otto staggered against the table and sending it crashing, biting his lip to keep from crying out. What was wrong? Show me, Otto demanded, shutting his eyes as his brain was abruptly flooded by four images of the skin on his back erupting from the half-healed tissue where Rosie had punctured him, and four blood-slick green tendrils emerging to twine around the base of the actuators. He heard them warble with surprise and dismay as the tendrils tightened their grip and sunk their tips into the inner cavities of the actuators. With the tendrils already pushing their way along their metal length, the actuators couldn't completely bend back in on themselves to remove the invasive plants, and Otto wouldn't be able to reach around to rip them free. Assuming they could be removed in time; they were growing at a phenomenal rate.

The electronic squeals of the actuators sounded horribly like screaming as the vines continued to worm their way through the inner workings, with filamentous offshoots twisting pushing out through the gaps in the segments. Otto covered his ears as he doubled over, biting his lip to keep from crying out his own accompaniment as the internal damage the actuators were suffering carried to him through their mental link in the form of searing agony. The actuators writhed about spasmodically, one of them hitting Otto's arm with bone-breaking force. Otto didn't even feel the bone snap.

Then the plants reached the 'brains' of the actuators, set behind the pincers. The vegetation swelled, popping the metal casing around the intricate circuitry, revealing seemingly delicate foliage intermingled with wires, tangling with them, tearing them loose from connections and severing their link to their host. One by one, the four images in his brain were lost in a burst of static before fading to black, and Otto heard one last harmonic scream of anguish in his mind, a desperate appeal to their Father to save them… and then they were gone from his mind. The actuators fell around him in a heap, their scarred metal segments nearly obscured now by the growth.

Rosie watched it all through slitted eyes. She hadn't moved as she'd watched him writhing in agony. A faint smile curved her lips.

"What have you done?" Otto gasped out. He attempted to climb to his feet, but the heavy weight of the actuators pulled him back down, and his broken arm was of no use. Rosie knelt beside him, forest green eyes gazing into earthy brown. Her hand extended and tenderly stroked his jaw, and the rough texture of her fingers almost made him pull away from her touch.

"I've made you like me," she said, her voice a velvety purr. "Now you understand my pain." She straightened, turning on her heel and striding towards the living area she'd staked out for her own. She didn't even look back to see if her husband was all right.

Otto stared after her, wanting to call out to her to help him. Watching her receding form, he realized he'd asked the wrong question. What have I done? he wondered. What have I created?

He'd given her his memories to make her complete, but clearly, she'd gotten something more from him.

His madness.

XXX

Otto had finally regained his feet by crawling painstakingly towards one of the crumbling brick walls and using that to pull himself up. The weight of the actuators threatened to send him tumbling again; he hadn't realized how truly heavy they were until they were no longer capable of carrying their own weight. He didn't even know if they were repairable; he'd examined the fragile circuits and found the microchips that served as their brains to be ruined in all four actuators. Even assuming he could remove the vines that seemed to have taken root in his flesh from the mangled frames of his children and keep them from re-growing along the same path, there was a good chance they couldn't be salvaged.

Their loss was a blow that threatened to send him crumbling into a heap and refusing to move. He'd lost so much; he didn't want to consider what life would be like without his actuators. Otto loved only two things in his wretched existence: his actuators, the children who had remained faithful to him when the rest of the world had turned against him; and his wife, the one human being he'd known would love him despite what he'd become. And now... the actuators were gone, and as for his wife…

That construct, that creature wasn't his wife. His wife had been gentle, loving; she would never hurt anyone. But this new Rosie… not only had she hurt him, she'd enjoyed it. "I've made you like me," she'd said. And I've made you like me, he thought with a growing horror. His Rosie was supposed to be his rock, his anchor, the one who would help him keep his fragile hold on sanity. Instead, he'd created another version of himself, one that wore his wife's skin.

One that also, apparently, had terrible powers. The vines taking root in his body had been planted there by her, and had grown at her behest. Otto had no qualms about unleashing a monstrous being on the city, but he didn't want that monstrous being to have his wife's face. He wouldn't sully Rosie's memory by having it associated with this creature.

With strength of will alone, Otto stumbled over to the cabinet where he'd stored something he'd hoped he'd never have to use. He had a mistake to correct, and he'd do it at all costs…

XXX

She was in the main room, once again under the lights. The vines wavered in the air around her, like cruel mockeries of his ruined actuators. He couldn't help but wonder why, if she craved the light, she remained down here with him, so far away from the sun. The unexpected answer came to him immediately. She's still here because she wants to be with me, even after what she's done to me. That's the one good thing she would have received from my memories: love. In some twisted way, she loves me. She seemed to sense the content of his thoughts, because she smiled and stood, beckoning. The vines twisted and stretched around her, extending towards Otto.

Otto knew he couldn't run; pain had weakened him, and the actuators' deadweight may as well have kept him chained in place. But he had no desire to run. This was his Rosie, after all, and he'd made his vows to her.

He knew he wouldn't be able to live with his wife.

But he could die with her.

Otto opened his arms and welcomed her fierce embrace.

Vines began to twine themselves around his legs, wrapping them from foot to knee to hip, and proceeding up his abdomen. The vines pulled him forward, towards Rosie, until they were face to face. Her rough-edged fingers stroked his cheek, tracing his jaw and coming to rest in the hollow of his throat. Her red, red lips parted, and she leaned forward. Her kiss was petal-soft, with the sharp bite of thorn beneath. Otto closed his eyes and returned the kiss with equal passion. I love you, Rosie, he thought. Even after all of this, I still love you. I always will. While her attention was still focused on the kiss, Otto's clenched fist opened, and the syringe concealed within the loose bandages dropped into his fingers. Before Rosie noticed what was happening, Otto jammed the needle between her ribs and pressed the plunger.

With a cry, Rosie shoved him away, and the vines around his body tightened, making breathing difficult. "What did you do?" she snarled.

Otto held up the empty syringe. "Herbicide," he said simply. He'd kept it on hand during the cloning procedure, in case he needed to euthanize the growing clone before it reached maturity.

Her eyes widened, and her gaze dropped to the oozing pinprick in her side. The flesh around it was already blackening, and the necrosis was slowly spreading. Rosie gave a scream and clawed at the wound, but the herbicide had already entered her bloodstream and was being pumped throughout her body.

The vines continued their climb up Otto's torso, pinning one arm to his ribs. The other, which had been outflung, beat at the encroaching plants to no avail. In the center of the mass of foliage, Rosie was screaming as the herbicide ate away at her, but she didn't release him from her constricting grip. The vines were now tight enough around his chest that he could no longer draw in breath, and he knew he was turning blue. But he had to hold on, to make sure this monster he'd created died along with him. His vision turned red, and then began to go black at the edges. He held on to consciousness long enough to see Rosie's body falling to pieces, limp, leaf-like flesh peeling away from woody bone. The vines continued to obey her last commands, however, blanketing him completely, except for one hand, which had somehow clawed its way free.

The hand spasmed a few times, and then went very, very still. The vines continued their slow, inexorable crawl, closing over the limp hand, completely entombing Otto within their thorny embrace. The herbicide crept through their systems and the vines withered, died… and all became silent in still in the subterranean depths.

The End

So… are they dead? I don't know, honestly. Maybe they are… or maybe, one day, I'll write a sequel of some sort about them; I just don't know yet. I'm so busy, it's hard to do anything, at the moment. Lack of inspiration isn't much help, either. I hope you enjoyed this fic; I had a lot of fun writing a darker Doc Ock, and, judging from the reader response, you all enjoy reading about a darker version. I'll definitely have to try something with a similar Otto in the future. And I know Rosie got a little Poison Ivy-ish at the end here, and I apologize. It was… difficult to resist. And I know, I underused the actuators in this story, but I wanted the focus to be on Otto and Rosie, and the actuators would have complicated things (it'd be the strangest love triangle ever…)