A/T: Angels here, welcome to the first chapter of the Digimon What If series. Here the story focuses on the idea of what if Arukenimon came up with a slightly different plan to get rid of the Digidestined? The story is set after the emergence of Paildramon and before the first appearance of Mummimon.

Enjoy!

Ever since the Digimon Emperor's domain had fallen, Ken Ichijouji had shed his persona of the Emperor, he and Wormmon had joined the other members of the Digidestined in bringing down the remaining control spires and rebuilding the Digital World. For a while it had been good. The six of them made steady progress in bringing down each and every control spire that they came across, and had defeated numerous enemies that had tried to bring them down. No one knew why some Digimon would want to see the Digidestined defeated while trying to help fix the Digital World. It didn't make sense.

Of course, that was before they met Arukenimon.

An arachnid Digimon that could take the form of a human, she had been the one that sent the Digimon to attack. Created from the fallen spires with her spirit needles Arukenimon had an almost unlimited army, as long as she had enough control spires at her disposal. From there she struck out and a constant running battle ensued between the two sides. Despite the set backs, the Digidestined still continued their mission, though while they made plans, so to did Arukenimon.

-X-

"Run!" Yolei shrieked the word before she, Kari and T.K ran forward through the thick forests. Trees were being collapsed all around them. They were racing against a tidal wave of falling timber and guttural shouts coming from behind. What had started off as a routine trip into the Digital World had developed into something far worse. The three of them had come to clear some of the control spires that had been left in the area since the fall of the Digimon Emperor. It was the weekend and while the Digidestined would normally would have gone together as a group of six, Davis, Cody and Ken had to sit the trip out due to other matters. Davis having soccer practice in preparation towards their big game. Cody practising Kendo and Ken was spending time with his family to commemorate the loss of his older brother.

While some of the older Digidestined had been against it, it was T.K and Kari who both spoke in favour for going to the Digital World and doing as much as possible. They had agreed to work in a fairly small portion of the Digital World and keep themselves out of danger. They knew about the threat that Arukenimon had posed since she appeared in the desert and summoned a Okuwamon created out of control spires to try and destroy them. The three of them would run as soon as things went topsy turvy and Arukenimon appeared.

Of course that had been the original plan. What happened was an entirely different story.

Ogremon were waiting for the Digidestined when they had arrived. However these weren't normal Digimon. Like Okuwamon, Minotaromon, Thundermon and Golemon before them, they had been created with the same control spires that the three Digidestined had turned up to bring down. As things developed, the three realised that things were going downhill for them with every minute that passed.

More than thirty Ogremon had been created and despite how many were brought down by the combined efforts of the three armour Digimon, there were too many to effectively fight them. Energy attacks ripped through the trees denying them cover, bone clubs were swung to keep each member of the Digidestined ducking.

The three of them had ran as far as possible, though the land was becoming steep. The forest was located on the edge of a cliff and below was a sharp drop of more than fifty feet into a raging torrent of water. Hunkered down behind a thick tree that had fallen before the attacks started, the three of them were starting to try and catch their breathes and figure out a way to get back to the portal home. They needed to move quick, but in their current state they were unable to move too far. They had little energy left, especially the Digimon.

Looking towards his partner Patamon, T.K growled slightly before turning and glancing over the log towards the forest. The sounds of the Ogremon were ever present. They were shouting to one another. They sounded frustrated, T.K guessed before he turned back and slumped against the tree. "Hey girls, if I ever speak in favour of coming to the Digital World in reduced strength, feel free to slap me." T.K took a few deep breaths. They all flinched when the sound of another tree came down. They were getting closer and closer. "I'm sorry."

"Don't be T.K." Said Kari while she held Gatomon in her arms. The white cat Digimon was out cold after taking a hit from one of the Ogremon's attacks. Its club had hit her square in the chest and knocked her to the ground. Kari had been carrying her ever since, and that had been at least a mile running. "No one could have known this would have happened." She added, her soft voice portraying no negative emotion, but her eyes were ever frightful. She was scared. They were all scared.

Gatomon was the strongest of the three Digimon, and yet she was still out cold. Even if she was alert, they all doubted she would have had the energy to get back on her feet and fight once again. Patamon and Hawkmon had been weakened due to being knocked out of the air as Pegasusmon and Halsemon respectively. Hawkmon had been unfortunate that he had knocked his head against a tree when he fell from the sky.

Yolei was on her knees, looking over the shoulder. Despite everything that had happened she had managed to remain calm... at least it looked like she remained calm. "I think if we run now we can get to the portal and head home. The Ogremon seem to be focussed on coming this way, they've left the way open."

"It could be a trap though." T.K looked in the same direction, though tried to keep his head down just in case an Ogremon spotted where they were hiding. "But I don't think we have much choice."

"Especially when the only other directions to go are to run towards the cliff edge and fall into the water or to move towards the Ogremon and see if they'll let us surrender." Patamon said in a weak voice, though T.K was still heartened to see that his partner was all right.

"Agreed." T.K said with a nod before looking to the other girls. "Ready?" Kari and Yolei gathered their partner Digimon together and held them close. They all prepared themselves. It would be a mad dash from the fallen tree through the forest towards the portal.

With a final nod of their heads, the girls signalled that they were ready. T.K looked up over the tree. The Ogremon were coming ever closer towards them. Without another thought, T.K leapt over with Patamon held close and Kari and Yolei did the same running behind.

The small group ran the route they came. They hadn't noticed it when they arrived but the portal appeared to have been located in the most deepest, darkest part of the entire forest. It had been creepy to walk through, and they weren't running for their lives at that point. Now they were. The Ogremon saw that they were trying to escape, and with a bellowing shout that could have been interpreted as a war cry they started to charge.

The only thing that stopped them was the commanding presence of the Digimon that had created them.

-X-

The forest had become thick, the branches spreading out around them, caging them and trapping them within the confines of the forest itself. The path was the only accessible route to the portal home. The group ran, holding onto their Digimon partners for dear life and only briefly looking over their shoulders. The Ogremon had gone quiet, they weren't following as the three Digidestined had originally thought. Perhaps they had given up the chase? Though none of them thought that would happen. Arukenimon's plans had been foiled numerous times and the group had worked to destroy the control spires, depriving Arukenimon of her materials to create henchmen. Everyone knew that the arachnid Digimon wasn't known for being the forgiving type when it came to people disrupting her plans.

T.K stopped for a moment, letting Kari and Yolei move out in front. The two of them stopped, panting and trying to catch their breaths once again. Constantly on the move, they were tired and each of them could feel fatigue catching up with them.

"What's the matter T.K?" Kari asked, walking over and placing a hand on the blonde haired boy's shoulder. "We're not too far from the portal."

"Something isn't right." T.K commented, turning to Kari and Yolei. "Why aren't we being chased by the Ogremon? Minutes ago they wanted to destroy us, and now... well what on Earth are they doing?" T.K was anxious, he was nervous.

Yolei who had put Hawkmon down, the Digimon able to walk on his own, was panting and looking down at the ground. Hands clenching her knees, she looked up at T.K and shook her head. "Why should that matter? I want to get out of here before they decide to come after us!" Yolei shook her head, before starting to make her way along the path. Kari let out a small sigh before looking to T.K. As much as she agreed with T.K, the idea of getting home without being harmed was far more appealing.

"She's right T.K, we should make the most of this opportunity while we still have the chance." Kari reasoned before she started to follow on behind.

T.K had to agree with them. The chance to get away was too good to pass up. "Okay, let's..." T. K's words were cut short. Something had slapped against his leg, wrapped around it and before either T.K or Kari knew what was happening, it was tugged sharply. "Kari get out of here!" T.K ordered as he fell down into the dirt and dragged back. Kari couldn't do anything except for watch in horror as her friend was dragged through the dirt. As it happened, T.K was slowly encased in what looked like spider's webbing and trapped, his muffled shouts were lost to the darkness of the forest.

Unsure of what to do, Kari slowly took a few steps forward. Patamon had fallen from T. K's arms and even the small Digimon was wrapped in webbing and dragged backwards. Kari stood shaking, her eyes fixed on the space between the bushes that T.K was dragged through. It started to make sense. A twisted, horrible sense. T.K had been right. The Ogremon had stopped chasing them for a reason. And this was it.

Before Kari could act further, there was a loud scream. It was unmistakable in the fact that it was Yolei. Turning on her heel and running back through the forest, Kari made her way closer to the portal. She stopped though. She must have taken a wrong turn... she could not remember a fork in the pathway that had taken them to their destination earlier on. The fork had not been there. "What..." There was another scream. Kari decided to test her luck and sprinted down the path on the right. She still kept hold of Gatomon. The Digimon was still out cold and hadn't once awoken despite the screams and the shouts. "Please be all right." Kari pleaded, the words said for her own benefit and hers alone. Running as fast as she could, the foreboding sense that she had taken a wrong turn had come back. It was a dreadful feeling at the pit of her stomach.

The pathway she had taken arrived at a large clearing, dead grass ringed by trees that stretched half a mile into the distance. The trees themselves grew taller than anything, they blotted out the sky above and only let thin shafts of light through. That wasn't the worse part though.

In the centre, dangling and wrapped in a cocoon of spider's webbing were four shapes. Two were distinctly human. Lavender hair was trapped between the threads and part of a white hat could be seen poking out. It was Yolei and T.K. To each side of them was their respective partner Digimon. Wings poked out. It was horrible to see, and Kari knew who was causing it. She just wished Gatomon was up on her feet. The two humans mumbled and their words were muffled. Watching them filled Kari with dread. They appeared to be something out of a monster movie. The idea that they were dangling, still living and about to be eaten by a giant spider. Her heart was thumping, a mixture of fear and exhaustion with the former slowly overshadowing the latter. It wouldn't help to panic though, Kari decided as she looked on at the forms of her friends. She gingerly set Gatomon on the ground, before she ran forward.

The cocoons were hanging from the trees, the webbing thick enough to see. What Kari didn't notice however was the thinner, almost invisible threads of web that criss-crossed in front of the four bound bodies. Kari was instantly trapped in them. The threads stickier than anything and they held her in place. She struggled but found she couldn't move. No matter what she did, how much she tried Kari was trapped like a fly. As the web was ever present, that meant the Digimon who created the web would be near by.

"Well that was easier than I expected." The smug voice of Arukenimon could be heard walking up towards the trapped girl. Although Kari could not move her head to see the Digimon, she knew deep down that she was close. "And here I thought you were the more rational thinker of the group. Well, you and the blonde of course." Arukenimon was in her Digimon form. The giant red and purple stripped abdomen, her pale skin, long gangly arms and an almost manic expression on her face. There was a reason why she was considered the most frightening Digimon in the lands.

Kari tried to free herself, but she found herself growing tired by the moment. Her strength was failing her, she was exhausted and try as she might the webbing was too strong to break. Kari was trapped, at the mercy of Arukenimon.

"I was hoping for the six of you in one go, but you three will do to begin with."

"What do you want with us?" Asked Kari, still trying, and failing to break free of the webbing.

"That is for me to know, and you to find out." Those were the last words Kari heard, they were the last any of them heard. Arukenimon sprayed the six of them with a gas from her mouth, it instantly knocked them out.

-X-

The sounds of spiders scuttling across webs, nimbly jumping from thread to thread echoed in the chambers. Yolei awoke to find herself bound from the neck down, her helmet no longer on her head and her glasses missing as well. There was an odd feeling that ran through her body, something she couldn't explain. This wind that brushed across her face was not the same as that of the forest nor was it the clammy, enveloping darkness that surrounded the portal back to the human world.

It confused the girl, her head was swimming. It was then she noticed that to the left and to the right of her she was surrounded by thick white string. It looked like the same string Wormmon used for his sticky net attacks and...

"Oh great." Yolei muttered as she realised that she was surrounded by spider threads. Looking at her body, she had been cocooned in spider thread. It was at that point she screamed out loudly. Her scream echoed through the darkness. She tried wriggling free of her bonds but that proved futile, she was wrapped up tightly as if she were a giant present on Christmas morning waiting to be opened. "Get me out of here!" she shouted again, though no one responded. It was when she looked around again to her left that she noticed two other bound figures. They were completely wrapped up from head to toe. Both still as statues and just as silent. There was a strange glow coming from both of them. A mixture of red and purple that emanated off of the webbing.

"It's good to see you are awake. I wanted someone to witness the grand unveiling." Arukenimon appeared, once again in her spider form and walking with ease across the web. There was a large grin on her face and she instantly looked down upon Yolei, causing the Digidestined to once again squirm in her bindings.

"What... what you are you talking about? Where is T.K and Kari?" Yolei demanded, but was answered with Arukenimon pointing in the direction of the two cocoons to her left. She still had the grin on her face.

"If you watch carefully, you shall see your friends as they are reborn into forms more suited to my plans."

"What about our Digimon?"

"Oh that's the best bit. They have been broken down into data, and I've combined them with the webbing that surrounds you! Now watch!" Arukenimon reached up and grabbed a handful of her hair, removing it without a sound. Each piece straightened out and stood on end, Yolei had seen what was coming and gulped as Arukenimon thrust them towards the two cocoons. "Spirit needle!" When the needles struck, there must have been at least fifty in each. They slowly slipped through into the webbing and disappeared. Yolei was about to question when she saw, but what happened next stopped any more questions.

The lights that engulfed the cocoons intensified and looked like bright flares, though each took on different colours. Around one cocoon the red and purple turned to red and black, the other cocoon turned to black and yellow. It appeared as if the light invigorated them as movement followed. The two within were no longer still but animated. As the light engulfed them the energy flowed into the bodies. What Yolei couldn't see was the fact that the two within were being transformed in mind and body. The data from their partner Digimon, and the essence of the spirit needles, T.K and Kari were not only being corrupted, but transformed.

The first to tear itself free from its enlarged cocoon was a taller, more lithe figure. A clawed hand ripped through the web as if it were paper and then a second claw followed. Stick thin legs made of a black chitin emerged and then a yellow and black striped body. It had the form of a hornet, only the size of an adult human. A large stinger emerged behind attached to the thorax. The chest resembled that of a woman with an armoured carapace shaped to resemble the chest area. The head looked like a helm that encased the entire shape, only leaving the face visible. The last thing to emerge were a set of four transparent wings that burst out from a cloud of data in a kaleidoscopic display of colours. As the being slowly came to, she opened her eyes. They were bright blue, the only remaining sign that the Digimon had once been T.K.

"Ah Vespamon, how do you feel?" Arukenimon stepped towards the newly created Digimon as it tested the wings, creating a loud buzzing sound while floating off the web.

"I feel fantastic Arukenimon, my mistress." She responded with a deep bow.

"Wonderful, truly wonderful. And now all that remains is for your sister to emerge." Arukenimon gestured to the second cocoon.

Like with Vespamon's, the cocoon had swollen in size since the spirit needles aided in the transformation. Multiple holes were pierced through the webbing. Through each one six legs slowly emerged. They resembled that of a spider's legs. Jet black and made from the same chitinous material as Vespamon's own legs. After that was a large abdomen, red markings decorated the back that resembled that of a Black Widow spider. The chest emerged, the skin that could be seen was pale and starved of light. The body was lithe and well endowed with black material wrapped around the chest and bust, covering parts of the chest and back, as well as the shoulders in what appeared to be armour. Her arms ended in human like hands, though each finger had a bladed claw. The skin was decorated with similar red markings as the abdomen that ran up from the wrists up towards the shoulders. Raven black hair flowed down the back and piercing red eyes looked out and observed the caves. The Digimon's mouth spread out in a grin, pleased to be free from its confinements.

"Mistress Arukenimon, how may I be of service?" The voice that spoke was different. Kari's voice was easily recognisable but there was a second voice, as if another person was present and controlling Kari's body.

"Widowmon my dear child, all I ask is that you serve me faithfully. Now and forever." Arukenimon answered, and Widowmon swept her arms out wide in a bow as a response.

Yolei was shocked into silence. Her mouth open, agape at what she had just witnessed. Two of her closest friends transformed in such a way, turned into evil Digimon and under the thrall of Arukenimon. It was like a nightmare. If Yolei could, she would have tried pinching herself just to make sure it was a dream, hoping that she would wake up and find that she and Hawkmon were back in the real world, out of danger.

The constant buzzing of Vespamon's wings, and the touches on the webbing beneath her body proved otherwise though and she started to shake, something picked up on by both Arukenimon and Widowmon.

"She is afraid." Widowmon stated, climbing over the webbing and looking down on Yolei. The girl squirmed as her former friend-turned-Digimon came ever closer to her. There was a malice in Widowmon's voice that was more frightening knowing that it was mixed with Kari's original voice. "But you should not be. Trust me, being encased in such a way... at first it is disorientating but as time goes on you'll enjoy it more, you'll find it rather comfortable. With the power of Mistress Arukenimon's spirit needles, it becomes pure bliss. The greatest feeling you could ever encounter." Widowmon explained as with a gentle touch that belied her frame and sharpened claws, she cupped Yolei's chin and leant down, kissing her gently on the lips. "Trust me, you will enjoy what happens next."

Before Yolei could respond, Arukenimon engulfed Yolei in a second layer of webbing. This one was thicker, and covered the girl from head to toe that would start the process to transform and corrupt Yolei into one of Arukenimon's monster girls.

"It is done, Mistress." Vespamon walked along the webbing to join the others, looking as the web did its work. "What are your orders?"

"For now we wait. Once your sister has completed her transformation, we shall move into the human world and set up our base. Then, we will find the rest of your former friends and then... well they won't know what hit them."

-x-X-x-

It had been three days since T.K, Kari and Yolei, along with their partners, went missing in the Digital World. No matter how much the others had tried they couldn't find the group. Not a trace of them had been found. It was almost as if they had vanished into thin air.

The truth, however, was completely different though.

Using her knowledge of the portals and gateways between the human and digital world, Arukenimon had transported herself, and her three newest allies in the fight against the Digital World to a remote cabin located in the mountains just outside of Tokyo. Yolei, who had been the last to go through the transformation had emerged as Niveamon, a lavender snake Digimon that had the lower tail of a snake and the upper body of a human female. Her form was more slender than before, her arms remained the same as a humans apart from two distinct additions. On the bottom part of her wrists sit two holes. From within bone-like knives can extend and retract when fighting. Niveamon's chest was covered in wraps that hid her breasts. The skin was a pale mix of pink and purple, her eyes hidden behind a visor that resembled the scales on a snake. She had no hair, for it was covered by a cape, a representation of the animal that the Digimon shared her name with. The Cape Cobra.

While in the real world Niveamon, Vespamon and Widowmon are able to take human form much like Arukenimon could. To avoid the possibility that they might be recognised, Widowmon and Niveamon took on new forms to conceal their former identities.

Niveamon was the oldest of the three of them in her human form, much as she was before the transformation. She kept her lavender hair from before, though it was much shorter and only reached her shoulders. Her skin had a healthy tan to it, as if she had come from sunnier climates. She had piercing green eyes, and unlike before, she was dressed in more fashionable attire. Knee length leather boots, a denim skirt and a white long sleeved blouse and purple vest to match. She wore a snake pendant around her neck, the source of her Digimon powers.

Widowmon was a girl who looked to be fourteen years old. With porcelain white skin, flowing raven hair and brown eyes she was dressed like numerous teens in Tokyo, wearing a long black and red dress in the Gothic Lolita fashion that went down to her knees, flared with petticoats and with ribbons on the skirt. Long fingerless gloves covered her arms, going past her elbows and she wore thick leather boots with multiple buckles shaped as spiders on the front of each boot.

Vespamon's human form appeared to be younger than Widowmon by a year. Long blonde hair had been styled into a French braid and her skin wasn't as pale as Widowmon's skin, but nor was it tanned like Niveamon's skin. Like Widowmon though, she dressed like numerous teenage girls in Japan. She was dressed in a yellow Lolita dress with long sleeves. The design was similar to Widowmon's dress but with black accents along the skirt's edging and the collar of the dress. Her skirt was the same length, though she had black and yellow striped stockings and a pair of black leather Mary-Jane shoes. Around her wrist, hidden underneath the sleeve of her dress, was a bracelet, a single charm sat on it in the shape of a hornet.

To the city of Tokyo, the three were sisters who were close. Ignorance was bliss, for the people of the world had no idea that they, along with Arukenimon were merely biding their time, waiting for the moment to strike.