Billy was in the middle of building a new ray-gun when he heard the click, followed by the faint squeal of hinges as someone came inside. The sound was heard as if from a distance, a rippling echo that faded until he wasn't really sure he'd heard it in the first place. All of his focus was on the plans spread out across the table. He could see the finished product in his mind's eye, knew that the beam would be twice as strong if he placed the power conduit just so, a fragile balance of understanding and instinct.

He could feel it in his fingers, a surety that grew stronger with every breath. This gun would not fail him as countless others had. Gone was the uncertainty, the faint trembling and awkward touch of naked fingers replaced by unflinching plastic. He was Dr. Horrible now, and Dr. Horrible knew better than to place the power converter so close to the coolant pack. Dr. Horrible did a lot of things better than Billy ever could. He wasn't sure how he felt about that.

"Billy."

Billy startled at the sound of his name. He looked up to see Moist standing in the door to his lab. His hands stilled, wires caught between gloved fingers as he stared. "Moist."

It had been a while, long enough that seeing the other man at the door to his lab left him feeling uneasy, almost angry. He'd never felt protective of his work space until he joined the League. One visit from Snake Bite was all it had taken, and Billy's jaw clenched as he remembered the way she'd glanced around at his equipment, dark eyes calculating.

Not that he had anyone to really protect it from. He didn't have to worry about Snake Bite coming around again, he'd made sure of that, and no one else from the League came here if they wanted to see him. That was what their headquarters was for after all. Beyond the League, Moist had been his only contact with the outside world, until one day Billy had realized that it had been weeks since he'd seen his friend.

As if sensing Billy's unspoken hostility Moist didn't cross the threshold, one hand smoothing down the front of his shirt in what would have been a nervous gesture with anyone else. Considering Moist's palms hadn't been dry since he hit puberty Billy didn't read much into it. Not that he needed to. Moist's discomfort couldn't have been more obvious.

Billy cleared his throat when Moist continued to rock back and forth on his feet, clearly uncertain of what exactly he wanted to say. "It's been a while."

"Yeah, yeah it has," Moist readily agreed. "How've you been?"

"I've been doing pretty good." Billy nodded without really knowing why. "I've been pretty busy, you know, with the League and all."

"So I've heard."

Where before the Evil League of Evil may have cropped up in news castings once or twice every few weeks, now there was a five minute segment every morning discussing the most recent crime the League was responsible for, or at least rumored to be involved in since not everything they did was publicized to the world. Such as the job Dr. Horrible had pulled last week with the fertilizing company. It would take them weeks before they realized what was causing the symptoms.

Billy swallowed back the guilt as he remembered Snake Bite smiling as he explained what it was he planned to do. She tended to favor anything that had to do with poisons, but anything that made her happy tended to leave a bad taste in his mouth.

"So where've you been?" Billy asked after a few seconds of empty silence.

Moist's shoulders shifted in a slight shrug. "I've been around, you know. I did a few jobs with Bait and Switch, which was…interesting." Billy didn't blame Moist for having to think it over for a second. Bait and Switch weren't easy to describe.

"Oh. That sounds…fun." A few jobs didn't explain why Moist hadn't been by in weeks.

Moist fidgeted some more, his hands twisting together. The loud sound of wet flesh sliding together made Billy uncomfortable, and in the end made it easy to let Dr. Horrible take over. Things were always so much easier when he let Dr. Horrible decide what to do.

At one point Billy had pushed his goggles up onto his forehead, feeling stifled by the tunnel vision that made Dr. Horrible so effective. When he reached up to pull them back into place he felt the tension in his shoulders slide away, the breath ease between his lips as he relaxed back into his chair. Seeing Moist through the tinted glass made it easier to ignore the nerves twisting in his gut. "Have you been avoiding me, Moist?"

It was Moist's turn to start this time. His mouth opened and closed before he settled on a response. "Yes, I suppose I have."

"Why?" The question came easy from Dr. Horrible, while Billy felt the punch of betrayal.

"You're part of the League now," Moist said. "You're part of the big leagues so to speak." Moist tried to grin but it fell flat and after a second he let it slip away. "Things are different now."

Billy was accustomed to fear. Every where he went people flinched back from him or gave him a wide berth. The cops didn't bother him if they could look the other way. Without Captain Hammer to back them they didn't stand a chance and they knew it. Normally he was darkly satisfied when he saw the fear he invoked. Seeing the way Moist's body curved inward, his feet angled for the door, it took Billy a couple seconds to realize that Moist was afraid.

"You are frightened of me." Billy ignored Moist's flinch, the lowered goggles and heavy red coat a reminder that he was Dr. Horrible right now, not Billy. Behind the heavy bulk of his goggles his thoughts ticked over, pieces shifting and falling together as he remembered past conversations, small hints that he had been too blind to see. "You never wanted me to join the Evil League of Evil."

"I didn't think it was a good idea."

Half-hearted encouragement when it came to his League application, following or preceding questions about Penny. Moist's suggestions for murder had seemed over the top at the time, killing a child who would be president or smothering an old woman. Something Billy would never have done on his own. Another matter entirely for Dr. Horrible. Looking at the expression on Moist's face, Billy could see that Moist understood the difference.

"You never said anything." Not outright anyway. He didn't think it would have made much of a difference. Too much to prove and believing the only way to make anything change was to shatter the world to pieces so he could put everything back together, only better than before.

"I didn't think you would listen." Moist's shoulders slowly dropped, tension leaking away once he was sure he wasn't about to be set upon by a super villain. "I'd been around the League members a time or two, the Henchman's Guild usually had me working for Tie Die, and what I saw didn't seem like you." He cleared his throat. "I mean, you want to change the world, to make it a better place. That's not exactly what the League is about, you know?"

"You make it sound like I should have become a hero instead." Billy couldn't quite conceal the biting scorn. Too hard fists and mocking words that rang with stupidity were all he could attribute to the only so called hero he knew. Captain Hammer had been many things, but he'd never come close to approaching anything near heroic, or even decent when Billy thought about it.

Moist shook his head. "Nah, man. Sometimes things do need to break before they can get any better, and no hero could do that." Moist hesitated before continuing. "I don't think the League can do it either."

Billy couldn't exactly disagree. During their weekly meetings they discussed various strike points that would cause the most destruction, how they would hit them. Sometimes they talked about what other villains had done and how their plans could be improved. Dr. Horrible rarely spoke up during those meetings, hiding behind his goggles and crossed arms. To the League it was all about the chaos; how, where, when. Never a why or how to use the ensuing chaos.

"I need the League." Billy swallowed hard, wondered when his mouth had gone so dry. "I can't do this by myself, and I need things to change. I have to use my position to make a difference otherwise – "he stopped, couldn't say her name out loud. "I just can't let it all be for nothing."

Moist started forward as if he meant to reach out, only habit made him stay a step back, used to people being uncomfortable with his always damp skin. "You're one of the League now. If anyone can make a difference, I think it's you." He hesitated, as if not sure of his next words. "Just don't let them change you."

Billy didn't try to smile, knew there was no way to soften the blow that was coming. "I think it's a little too late to worry about that." He laid a gloved hand on the partially finished gun. Little things he'd already noticed; his steadily growing proficiency at building weapons, how much easier it was to disconnect while wearing the goggles and coat. Small things that didn't add up to much by themselves, but every avalanche started small before it ripped away the face of a mountain.

Penny's death had broken something, the fragile hope in the world that had somehow managed to survive until now. Snuffed out now it left him hollow, his dreams for the world mere echoes that yet lingered in the empty void. Only time would tell if they'd left a strong enough impression to remind him to put everything back together once he'd smashed it all to pieces.