Disclaimer: All publicly recognizable characters, settings, etc. are the property of their respective owners. The original characters and plot are the property of the author. Any similarities with the real world are purely coincidental. The author is in no way associated with the owners, creators, or producers of any media franchise. No copyright infringement is intended.

Act I

Dr. Horrible (Wishes and Goals)



(They had been the same person, once. Even after he found his calling, that little voice of malevolence that drove him forward, there had never been any need to differentiate between the two. After all, the mask of Dr. Horrible was merely a disguise.)


Billy awoke feeling as though he had been crushed by weights.

He groaned, his body aching, and shifted slightly in the bed that felt much larger than it should. It was softer than he remembered, too: the lump of bricks called a bed that he slept on every night was not nearly this comfortable, not nearly this clean.

At last, he cracked his eyes open and, seeing barely through his loosened goggles the lab equipment that literally overflowed from all corners of the room – beakers and wires and cases upon cases of circuitry – he believed that nothing was wrong. Maybe he just felt small this morning. The bed sheets that remained untwisted by use reminded him of his long night of work previously; maybe today just wouldn't be his day, and is body could already feel it somehow.

Finally deciding to wake up, his hand groped his way up to his goggles which, even though the shape felt wrong and the material seemed more sooth than before, he pushed up to his forehead where they rested comfortably. The room was bright – sunlight shone through a single crack between the blinds over his window, hitting the exact spot where his eyes were in a thin line. Of course.

Flailing about, he finally managed to right himself and stand up, though he had to lean against the bed-knob at first. In his half-awakened state, his suit felt constricting; at that moment, he wished that he had changed in to his pajamas the night before. Eyes almost closed, a strange combination of his sleepiness and the habit he had of squinting his eyes, everything spun disorientingly around him as he moved. It took a good minute to make it to the wall attached to the bathroom door.

Oh, wait. He opened his eyes just a bit; the bathroom door was on the other side of the room. Talk about an off morning.

He couldn't remember having ever felt so exhausted from just staying up late to work on an experiment. Even the Trans-Matter Ray, with all of the kinks its first prototype had had, didn't result in such exhaustion. Thus, when he at last got to the bathroom and pulled himself in to the septically sterile space, his sleeplessly delirious mind could only make a single word out of his jumbled reactions to the world around him: toothbrush.

Order. Cleanliness. His world needed at least that much, despite what he wanted to believe: Billy needed the status quo, even if his mission as Dr. Horrible was to destroy it.

And thus Billy watched as his status quo was suddenly shattered.

The first thing he noticed, when he looked in the bathroom mirror, was not his bright red coat. Sure, it made him look far more evil than its white counterpart had, and the black gloves matched in a morbid sort of fashion. Nor was it the sleeker, more refined goggles that still sat half over his eyes, as if trying their best obstruct his vision for at least one second more. It wasn't even that all of his malevolence seemed to have been sucked out of him – the impulse to do evil, that little, musical voice that urged him on to change the world – was only a dormant force in his thoughts, taking a back seat to fright.

Rather, it was that Billy seemed to have aged in his sleep.

It was nothing drastic. The wrinkles in his forehead, which were ever visible when he squinted, were only a little more refined. Permanent creases surrounded his eyes in the shape of his goggles' frame, evidence that he had been wearing them for far too long. He himself hadn't changed that much, but the fact that he had changed at all threw a wave of foreign fear through his body. This was screwed up, even for him.

Exhaustion was replaced by confusion, and Billy staggered backwards. It was obvious that he had ingested too much Sodium Nitrate or something the night before, and was now on some sort of hallucinogenic trip. Deep breaths – one, two, in, out. He'd go back to sleep and wake up in a few hours with nothing more than a crazy headache, which was nothing new or groundbreaking at all.

That was the plan, but as Billy backed in to the room which he could now tell was distinctly different from his own, he bumped with surprising weight in to someone. He turned around to see Moist (on second thought, it had to have been Moist in the first place: only he could leave such a noticeably wet clump on the back of Billy's clothes simply by touching them), cowering under his gaze.

"M-Moist?" stuttered Billy, both relieved to see something familiar and tapped with unease by his expression.

"Doc! Er...Doctor. Sir..." Billy watched as Moist struggled through his words. "You were totally passed out last night, so I was just bringing you some coffee..." Moist held up the white mug which Billy assumed contained said coffee, and imagined that Moist chose a cup with a handle specifically so that he wouldn't lose his grip on it on accident.

"Umm... Thanks," replied billy, taking the slightly wet cup and wiping it on his lab coat. The wetness didn't show on the red as much as did on his normally white attire.

The two of them stood there for what seemed like forever. Both of them were staring the other down: Billy was looking at Moist expectantly, as if he could explain everything, and Moist was staring right in to Billy's eyes.

"Your goggles are off," he finally said.

Billy's hand (the one not holding the coffee, lest he spill warm liquid down the front of his shirt) unconsciously reached for his goggles, which were indeed not covering his eyes, and he fixed them so that they were no longer slipping down. "Yeah," he said.

"..." Moist looked at Billy as though he had grown a second head. Hell, Billy felt like he had grown a second head, with the way Moist was staring at him. "You haven't taken those things off your eyes for two years now. At least, not that I've seen; you swore you'd never take them off, remember? It was all a part of your 'supervillain identity.'"

"...What?" Billy was certain that he had, in fact, taken his goggles off at least once in the last two years. "But I just talked to you last night. We were talking about my ELE application!" Billy waved his hands around a bit, causing some of the coffee to splatter to the floor. He had been so caught in the moment that he had forgotten about the coffee entirely.

"...I think we need to talk, man."


Moist was strangely somber, which made Billy feel like an idiot. He really didn't know what was going on.

"You don't remember anything, do you?" Moist had asked around the time that Billy's mouth was hanging open in awe at the beach-side mansion that he apparently lived in. It wasn't a very subtle secret base, for sure, but he had always figured that you didn't need your secret lab to be so secret when you got higher up on the sliding scales of villainy. Billy had worked on most of his inventions in his own basement, after all.

The two of them sat at a surprisingly small table, positioned next to the floor-to-ceiling windows in a manner than allowed all of the sunlight from the post-noon sun to shine down on them.

"I really have no clue what you're talking about, Moist," replied Billy in a voice that made him sound timid and frightened. No, Billy, no! You're a visionary, not a frightened child! You're Dr. Horrible! Get a grip on yourself and focus! But he was still so shaken up that his words sounded totally helpless. Two years of his life were apparently gone: he was either in the future and had never experienced them, or he had forgotten them entirely, both of which were not options that he wanted to entertain. In fact, both them sounded absolutely ridiculous and shouldn't have passed through his mind at all. Or maybe he had switched lives with someone, a comic book plot gone horribly awry? (These kinds of things did seem to happen often in bouts of superhero fantasy...)

But he needed a way to explain what had happened. The world around him had completely changed over night, and Moist's mentioning of a two-year difference was probably more than a coincidence... He liked to believe that, as an evil scientist, he had to account for all possibilities when trying to explain a situation, even one as unusual as this. That , of course, was merely his own justification for entertaining theories of the impossible. Everything that was happening was completely impossible.

Moist had continued to give him the "are-you-crazy-and-need-some-medication?" look for quite a long period of time, but Billy's eyes and Billy's words rang with truth. Something he had not seen in a long time, apparently: when Moist decided that his boss was completely serious, his eyes and personality lit up like he was meeting a long lost friend.

"Wow... Just... Wow, Doc! It's been so long since we even had a conversation that I just..."

"Why? What happened?" Billy's voice had finally evened out to a normal pitch.

"Lots of things changed," replied Moist. He suddenly looked the two years older that he actually was. "You changed. It wasn't about changing the world any more..."

Billy's mind wandered; this didn't feel like a joke or a dream or a bold delusion any more. The world was too vivid, his movements too precise, and his mind too focused to be anything but reality. Billy looked down at the crimson costume he had awoken in, blood red shade and matching black gloves the perfect image of the evil scientist he had always wanted to be. It was exactly what he imagined his costume to be when his ambitions hit it off in the future. Or was it the present, now?

He felt strange, sitting in one place while he wore those clothes. He was starting to feel like himself again, now that the shock of everything had worn thin, and his thoughts were straying yet again... Billy clenched his fists just a little, the material of his gloves tightening but making no noise, his body feeling the need to move, and Billy half-blinked; had the Freeze Ray ever been completed? Where was Captain Hammer? Did -

"I mean, ever since you got in to the E.L.E..."

Billy's thoughts crashed to a screeching halt. Whatever he had been thinking of before was lost, rendered insignificant. "The E.L.E.? The Evil League of Evil? They accepted my application?!" He had almost literally jumped up, his hands slamming against the table with enough force to cause Moist to jump in his seat.

"W-well, sort of..."

"'Sort of?'"

"Yeah... They took a look at your app, and you got in after they evaluated you, so -"

"Evaluated?" Billy's eyes glowed with excitement. He wanted to know. What fantastic scheme had he come up with? A deeper part of him bubbled with anticipation and pleasure. How had me made a difference? Inspired fear? Changed the world?

Moist was once again choosing his words carefully. "...Not supposed to talk about that..." he muttered, which thankfully went unheard. He didn't know. And Moist was worried, above all other things, that this strangely changed, strangely amnesiac version of his old boss and best friend would vanish if he said something wrong.

"You showed up Captain Hammer something good," Moist finally said. "hit him where it hurt. You're one of Bad Horse's favorites, now."

Billy's mind swirled with exhilaration, to the point that his body couldn't keep up with it. He slouched back in to his seat, fixing his goggles again, and laughed. It wasn't quite joyful, nor was it quite evil, but rather it seemed as if it were warring between the two, unsure of its own significance.

"Heh... So I really did it? The League...wow." Billy let out anticlimactically. But inside of him, happiness swirled inexplicably, almost tangible and almost bearing it own will, brimming with accomplishment. Two years, he could see now, would amount to so much. He'd get, or had gotten, everything he'd ever wanted.

"So...what do you wanna do now, Doc?" asked Moist suddenly. Billy, looked up, his goggles still stubbornly trying to slip down over his eyes, which they now half covered. Moist seemed to have been digging straight in to Billy's thoughts – he felt restless, confident.

"Let's," continued Moist, "plan a bank heist or something. Like old times. I'll try to keep hold on the bags this time."

Despite the fact that Billy didn't remember that particular instance, he agreed. The two of them stood up, and, as Moist went off to do...Moist things, Billy looked around at the evil lair's – his evil lair's – impressive interior one more time. He had done it. Somehow, in the future or in some series of events he no longer remembered, he had done it. Captain Hammer was defeated. He was in the ranks of the League. The League. Everyone could finally see it. It was finally Dr. Horrible's turn to show the world. She could -

He stopped. She.

That was the reason, he remembered with a shock that felt foreignly like self-sickness. How could he had forgotten? Had he been so amazed by what the future held that he had completely cast aside why he had donned those goggles in the first place? He pushed them up so that both of his eyes were completely uncovered; why had he forgotten?

But you have everything you ever wanted, said something melodious in the back of his mind, from the same place where his greatest inspirations and darkest plans came from. So it shouldn't matter. Billy, deciding that he was already in no position to question his mental sanity regardless, promptly told his inner self to stuff it. He turned to Moist, who was returning with an armful of empty bags that, upon inspection, appeared to be made of a particularly grip-friendly material. He idly imagined that he had those bags just so that he wouldn't drop them in a most crucial instant, and then mentally shook himself for being so easily distracted.

"Here," said Moist to deaf ears. "I'm assuming you don't remember what you said to me last month about not being allowed to be seen with you on evil business, so..."

There were more important things to worry about, things that should have been foremost in his thoughts.



"...Where's Penny?"


(In the end, Dr. Horrible had gotten what he wanted: fame, power, change. Consequently, Billy lost everything.)