AN: This story is based off the movie, which i think is highly under-rated. If you look closely, the film does contain considerable merit under the surface viewing. Anyway, this is my fleshed out version of the back story because why not.

"I did it!" he yelled with pride, raising the vial into the air, "Silken Floss, I have finally finished it!"

She responded in a flat affect, "finished what, sir?"

"Why, my formula for im-mor-tal-li-ty. Floss, how can you be such a bore, this is a big moment for me," his eyes were full of exaggerated excitement.

She rolled her eyes, "Are you sure it will work?"

"Of course it will work… Probably," his expression changed from faux outrage to speculative.

"Probably, sir?"

"… maybe."

"Maybe?" Silken Floss readjusted her glasses. "Sir, perhaps a human trial would be prudent. All these beagles have you chasing your tail."

"Perhaps you're right, don't want to jump into anything too soon. But where will we find the perfect subject?" The Octopus began pacing the room, scratching his head.

"Well, sir, what are the parameters of the experiment? What conditions will precede a successful product?" She leaned against the lab table and examined her impeccable nails. The Octopus was so juvenile. Sometimes she wondered what she was doing down here, in the sewers, with a madman. But she knew better. She did run a tight ship. Their endeavors together were highly lucrative. She was not restricted by accepted moral constructions. While their work was highly illegal, she was finally free to practice her trade away from the prying eyes of the man. She liked to stick it to the man.

"The compound must be maintained at a constant precise temperature during the transformation process. Unfortunately the prime temperature is not 98.6 degrees. Went through a lot of dogs before figuring that one out. Also, the subject must be completely and totally still, still like no living being can be." He drifted off into thought.

She looked up him and followed his movements across the room, "So, a dead body. It's obvious isn't it, sir?"

"Huh? How's that?" He looked slightly perturbed by her interruption.

"County General. The morgue."

"Yes, of course." His face lit up again. "Sneak into the basement and shoot up some poor schmuck. Perfect!" he pressed his fingers together in a sinister manner. "It will take some time to synthesize enough serum for a whole person, but tomorrow night, we will make history!" His laughter filled the dim lab, echoing off into the pipeline city buried under the asphalt.

_tomorrow night_

Silken Floss turned the truck into the receiving bay of the hospital. "Sir, please try to blend in, if we go in there hot, guns blazing, security will be all over us. Our best bet is stealth." The Octopus jumped down and slammed the passenger door. "You always ruin the fun of everything we do. Hey slime balls, get out of the truck and stand guard." Two of the clones waddled out onto the street, the third fell on its face. Octopus sighed, "Floss, grab my bag from the back. You're with me. Let's move out."

As they crossed the main lobby, several security guards looked them over, especially Silken Floss. They both were dressed as doctors, but Floss looked absolutely sinful in her short skirt (above the hem of her lab coat), blond hair in a bun, thick glasses, and dark makeup. They flashed their fake IDs at the woman behind the triage desk and she buzzed them into the heart of the hospital.

They followed the signs to the basement. Whenever the Octopus began strutting again, Floss had to poke him to get him to behave as normally as possible. "Sir, you keep drawing attention to us, and right now, that is not advisable." "Oh, Floss. We are almost there anyway, what's it matter. The morgue was in a remote part of the basement, with only a freight elevator near by. Octopus peaked through the door window. No one was around, but they had to be careful. He pushed open the door, squeaking loudly, and they quickly entered.

There was no one around, not even anyone dead. Silken Floss opened the door to the cooler while the Octopus picked a lab table and began unpacking his supplies. "Wow, is that ripe! Ugh, I can't believe how much this smells. Should I grab someone out of here?" The Octopus looked around again, hoping to find a body already out. "No, they are too cold and we don't have time to wait for one to warm up. I wish there was one already out. It can't be body temperature, but it can't be chilled too much either." He began to fret. Floss closed the cooler and walked back towards the Octopus while rubbing her nose, trying to get the smell of decaying human flesh out of it. "I guess we will just have to wait for someone to come in."

They heard footsteps from the adjacent room. They both jumped in surprise and scrambled, silently, for someplace to hid. Floss jumped into the coat closet and the Octopus pulled a curtain around an unoccupied work table. A medical examiner emerged and sighed, "I can't believe I have to work tonight. This is punishment, ongoing, that's what it is. I mess up one time, loose one body, and I get stuck with the night shifts from now until the second coming." A page came through on the intercom, "attention medical examiner's office, prepare for incoming body." The doctor moved to the door and pressed the intercom button. "Thank you, Rita," he said, dripping with sarcasm, Again through the intercom, "Hey, it's not my fault you fucked up, cut me a little slack. The EMTs are coming down the elevator now, try to lay off the flak, this case is a bad one." "What do you mean, who is it?"

Rita's voice lowered, "a cop."

The EMTs wheeled in the gurney carrying a black body bag. The examiner looked at the sullen faces of the technicians, "Please, bring him over here, I'll enter his information into the computer. You look pretty shaken up, are you alright?" The EMT got red in the face, "It's just these punk ass kids, fucking cop killers. I hate them all! These gang-bangers don't get it. Cops put their lives on the line everyday. Ugh! I can't stand it, I'm out of here." They transferred the body onto a lab table, gathered their equipment and left.

Silken Floss heard the bag unzip and the examiner turn on a tape recorder, beginning his report. She also heard the man gasp, "Oh, Colt! Denny, Denny, Denny! How did you let this happen, you fool. What am I supposed to tell Ellen? No, no, no. Jesus fucking Christ. Fuck, I need some air." The Octopus heard him rustle around, pulling out drawers and searching through equipment, coming very close to pulling back the curtain. "Where is it? I stashed some here for just this sort of situation. Oh man, I'm falling apart. My best friend gets wheeled into my office and I can't find my grass. Shit!" A few seconds later, "oh good, here… No one's around, I'm out of here." His footsteps quickly crossed the room and dimmed as the door swung closed.

After a quiet moment they both emerged from their hiding spots. The Octopus strutted towards the fallen officer, "Well, let's get to work." Silken Floss prepared the body while the Octopus gathered the compound and syringe. She was feeling sentimental, "It's too bad about this cop." "Yea well, one man's loss is another man's gain. Besides if this works, he'll be kicking again in no time… well, until we have to kill him."

They worked quickly and efficiently together, injecting the serum in several key parts of the body. When they had finished, the Octopus stared in frustration, "Come on, work already!" Silken Floss readjusted her glasses, "Perhaps it just takes sometime. Unfortunately we should leave. That guy can only spend so much time smoking, he's probably on his way back now. We don't have time to wait around hoping it will work." The Octopus looked angrily at the unmoving body. After a fruitless staring contest, he conceded, "yea, you're right. Let's go." His head hung low as they skulked out of the hospital, back down to his lair.