Hmmm...only 8 reviews...Is my fic THAT bad? :( Hope this picks up some business.

"Who did this to him?" Casey asked.

"Some huge spider monster that attacked us at the theater." She said with a shudder. "If RJ hadn't stepped in..."

The memory was still so fresh and vivid in her mind, she had to sit down in one of the waiting room chairs. She wrapped her arms around herself and rocked back and forth in the hard, plastic seat. When the others looked at her, they saw that she hung her head down she was visibly shaking. Casey moved close to see her face and she looked as if she would start crying right there. Growing more concerned by the minute, Lily decided to break the tension and uncomfortable silence that seemed to fill the room.

"Gwen, what's wrong?"

Nothing. Gwen just kept rocking back and forth in the chair with her arms around her like a makeshift cocoon.

"Gwen, please, you can talk to us." Theo added.

Still nothing. Now the foursome was getting worried.

"Come on; say something. You're scaring us." Fran pleaded.

"I froze." Her voice was barely above a whisper as she spoke.

"What are you talking about? What do you mean 'you froze'?" Casey asked confused.

"Just what I said; I froze. Look, no offense to any of you, and I appreciate that you're trying to console me, but I really don't want to talk about it right now."

She was thankful they were there to comfort her, but so far all she felt was claustrophobic. She had to get out of there and at the moment, she didn't care where she went. Without saying a word, she stood up and started to walk away from the four teens and was about to go outside to clear her head when Theo shouted.

"Gwen, stop!"

"Theo, I said I didn't want to talk about it." She said annoyed.

"That's not why I wanted you to stop." He said running after her.

"Then why..."

She turned her head to face Theo and that's when she saw it...the reason he told her to stop. On her shoulder was a big, black spider crawling closer to her neck. Her eyes grew wide with increasing fear as she screamed. In her panic, she brushed the arachnid off of her shoulder and stumbled backwards into the admittance desk. Theo ran to the bug as it tried to scurry away and stomped on the black menace. It made a loud and sickening crunch under his shoe that made Lily and Fran cringe in disgust.

"I think I'm gonna puke!" Lily remarked with a hand over her mouth as she dry heaved.

"There, crisis averted." Theo said with a puffed out chest.

"I don't think so. Look."

Fran pointed to the desk where Gwen was. She had slid down the front of it to the floor and had curled herself into a tight ball with her hands covering her head. The shaking she was doing before had now turned into visible shivering. Casey looked at her compact form and could see her shoulders shaking as she cried. Keenan was walking in to give his friends and update when he saw his best friend on the floor in a familiar position.

"Oh, no! Gwen!"

He ran to his fallen comrade and knelt beside her. The four teens watched in mixed confusion and worry as Keenan tried to get Gwen to look at him.

"Gwen, it's me...Keenan. Come on, look at me."

Gwen slowly looked up but caught sight of the dead spider on the floor and it just made her go into a panic all over again.

"GET IT AWAY FROM ME!!" She screamed as she tried to scramble backwards.

"Get that spider out of here! NOW!" Keenan shouted.

Fran grabbed a paper towel, scooped up the dead spider and took it to an outdoor trashcan where it was disposed of. She ran back in to join her friends and to let Keenan know the coast was clear. When he was convinced, he held her in a tight hug, hoping it would help her open up.

"See, it's gone. It's okay." Keenan told his friend in a soothing voice.

"So THAT'S why she said she froze." Lily uttered in realization.

One by one, they all put the pieces together...what happened here and what she said happened at the movies.

"She's afraid of spiders." Casey added.

"'Afraid' is putting it mildly." Keenan said seriously.

"What do you mean?" Fran asked.

Keenan looked down at Gwen and with body language, asked if he could tell them her story. Gwen just nodded silently. Since she didn't want to talk, she gave her friend the go-ahead.

"What I mean is her arachnophobia started a LONG time ago. It was around the time when we first met as kids...

It was a hot, summer day and a young Gwen and Keenan were outside with a group kids playing hide-and-seek. The latest round was ending with Gwen chasing Keenan in an attempt to catch him before reaching a twisted oak tree that was their designated 'home base'.

"You can't catch me!" Little Keenan sang teasingly.

"Just watch me!" A young Gwen shouted as she picked up speed.

Keenan used every trick in his book to lose his friend, but the drawback of having a best friend...they KNOW all your moves. And Gwen used what she knew to catch her buddy just a foot shy of touching the mangled tree in the vacant lot behind their house.

"GOTCHA! Now YOU'RE 'it'! FINALLY!" She shouted with a giggle.

Keenan had to laugh. As long as he could remember, nobody could tag him.

"Fine, I'm 'it'. You guys hide!"

Keenan went to the tree and covered his eyes. He slowly and loudly started to count giving the signal for the other kids to find a suitable hiding place. Gwen wanted to find a place where nobody could find her so she found an old, abandoned shed behind the condemned house on their street. She snuck inside and closed the door behind her until it clicked. It was pitch black except for a shaft of light that poked through a crack in the wooden wall. She peeked through a knothole in the wooden door and saw her friend Keenan running and looking for the other kids.

"He's never gonna find me." She said smiling.

After a minute of waiting, and sweating in that cramped shed, she felt something crawling on her arm. She looked down and saw that her arm had tiny spiders crawling all over it. She tried brushing them off but the ended up on the floor of the shed where they had better access to her legs. She started jumping up and down as she screamed and flailed her arms wildly. In a last ditch effort, she reached for the doorknob only to have it come out of the socket. She was locked in...trapped with dozens of spiders crawling all over her. She pounded on the door as hard as she could, shouting at the top of her lungs hoping her friend would hear her.

"HELP! KEENAN, HELP ME! GET ME OUT!"

She kept pounding on the door, praying someone would come find her. Her hysterical screams continued until she heard a familiar voice.

"Gwen!?"

"Keenan? KEENAN, GET ME OUT! PLEASE!"

"Hang on! I'm gonna try the knob!"

Keenan slowly turned the knob and to Gwen's relief, it opened. She fell forward and rolled around on the ground to get the spiders off of her.

"GET' EM OFF ME! GET 'EM OFF!"

One of their friends grabbed a towel and used it to help knock the spiders off of her body. When they were finished, Keenan held his best friend as she cried into his shoulder.

"It's okay, Gwen. You're safe now. They won't hurt you again."

"And she's been deathly afraid of them ever since." Keenan finished with a heavy sigh.

"See? It WAS my fault! It was my stupid fear of spiders that got RJ hurt in the first place! If I'd have just moved out of the way when I had that little girl, RJ would never have needed to jump in front of me...he wouldn't be..."

"Stop blaming yourself. RJ did what he did because he wanted to protect you. It's just how he is. He doesn't blame you for what happened and neither do we." Casey hated seeing her beat herself up like this.

"It's not your fault, Gwen, you have to believe that." Lily added.

Theo brought over a kleenex and handed it to Gwen.

"Here."

Thank you." She said as she wiped her eyes.

"Are you going to be okay now?" Keenan asked his long-time best friend.

"I have to be. RJ needs me right now. Oh, speaking of...how is he?"

"Oh, right! I was coming in to tell you that we have him hooked up in Room 1."

"Okay."

She slowly stood up, took a deep, cleansing breath and wiped her face with her hands, getting rid of any stray tears.

"I'm gonna go splash some water on my face then check in on RJ."

"Tell us the second you find out something, please." Fran asked.

"I will, I promise."

She made her way to the bathroom where she cleaned up her face and put on her white lab coat before going to RJ's room. She stopped at the door and looked at him through the window. She saw him hooked up to a heart monitor with his fingertip in the clothespin-like device that checks his pulse and blood pressure. He looked sweaty and noticed him shivering slightly, a clear sign of chills.

"He looks so helpless." She thought to herself.

Seeing him like this nearly made her break down again, but she thought better of it.

"I have to be strong...for him."

She took another deep breath to calm herself and slowly opened the door.

"Hey." She said softly.

"Hey." He answered back quietly.

"Miss me?"

"Did you even need to ask?" He retorted with a smile.

Gwen had to smile, mostly at how brave he was being. She walked over with her stethoscope around her neck and her medic cart.

"How are you feeling? And before you say anything, it's a standard doctor question." She commented with a wink.

"To be honest, I feel kinda cold. Which is weird because I'm sweating bullets here."

Gwen took a sterile cloth and wiped his face clean of the sweat that was beading on his skin. Along the way, she brushed a few stray hairs from his forehead. Once dry, she gently placed her hand on his forehead and cheek. RJ wasn't kidding when he said he felt cold. When he felt her soft, warm skin touch his face, he closed his eyes and lost himself in it; he leaned his head into her hand when it touched his left cheek Gwen was expecting his five-o'clock shadow to feel like rough sandpaper. It did, but she didn't mind one bit. Her thumb slowly stroked his cheek making him let out a soft moan. As badly as she wanted to continue, she had a check-up to finish. Putting the stethoscope to her ears, she proceeded to check RJ's heartbeat. She looked at her watch and counted the beats for a solid minute before scribbling the number on her clipboard.

"It's a little fast." She moved the stethoscope to his left pectoral. "I'm gonna listen to your lungs now, so I need you to breathe deeply."

RJ did as told and took several deep breaths as she moved the stethoscope from spot to spot over his back.

"Sounds good."

"Did it turn you on?" He asked her wiggling his eyebrows and grinning.

"RJ!?"

She chuckled at his question and giggled when he wiggled his eyebrows at her. But she had to be honest with herself; hearing him breathe like that did stir something inside of her. She had to regain focus so she took her thermometer and poked inside a cardboard box to place the protective sleeve on the sensor.

"Let me check your temperature." She said to her patient. "Although, I think I'M the one with the fever, not you." She thought. "Open your mouth, I'm gonna put this under your tongue."

Again, RJ did as asked and allowed her to check his temperature until the thermometer let out a beep signaling the readout was ready.

"88 degrees?" She said in shock.

"Is that bad?"

"Well, considering that the human average temp is 98.6..." She didn't finish her sentence. She didn't want to worry him anymore than he already was.

"I want to take a blood sample so I can run some tests...just to be on the safe side."

"Will it tell you what's wrong with me?"

"That's what I'm hoping." She answered as she tied off his right arm to make a vein protrude.

After finding a good one, she took a sterile needle and drew some blood for testing. She was very impressed that he didn't flinch at all. She covered the puncture with a sterile bandage and looked into RJ's eyes.

"I'll take care of you, RJ. I promise. You saved me at the theater tonight, I owe you."

"You don't owe me anything, Gwen. I'd do anything to protect you." He was in pain, but he still managed to smile sweetly at her.

"What am I going to do with you?" She asked returning his smile.

"Anything you want, Gwen. Anything at all." He thought.

Gwen took RJ by the hand and held it in hers.

"I'll be right back. You hang on for me, okay?"

"I'll hang on...for you."

They held their gaze and their hands for what seemed like an eternity. Gwen didn't want to leave him alone and helpless and he didn't want her to go, but he knew she had a job to do so he reluctantly let go. Gwen kissed her right index finger and gently pressed it to his lips. She had always wondered about their texture and she got her answer when he gently kissed it.

"Oh...they are soft." She thought with a breathless sigh.

She flashed a soft smile to him before leaving the room to run the tests on his blood. When the door closed behind her, RJ laid back down on his bed and closed his eyes; he was already missing her warm, tender touch and longed to repeat the experience.

"So warm...so soft...I'd give anything to feel that again." He thought.

He was comfortable in his thoughts until they were interrupted with another fit of shivering and shaking, this round was more violent than the last. He bit back an agonized groan that threatened to escape his lips as he felt searing pain shoot throughout his body. Something was happening to him and he didn't know what. His right hand went straight to his chest as a sharp pain hit his heart. He sat up, wide eyed and was breathing heavily, sweat dripping from his body.

"What's happening to me!?" He thought fearfully.

In the lab, Gwen was running a full battery of tests on the blood she drew from RJ's arm a while ago. Keenan had been assisting her for the past hour and watched as she looked at a sample through the microscope.

"So, how does it look?" He asked.

"Keenan, I've never seen anything like this. It's as if the DNA itself is changing." She answered in amazement...and a touch of concern.

"What!? Are you serious?"

"As a heart attack. Look for yourself."

Keenan looked through the microscope and saw what Gwen did. The cellular structure was indeed changing, literally in front of his eyes.

"Okay, this is so past weird, Webster's hasn't invented a word for it yet." Keenan quipped.

"Tell me about it. And get this. His temperature is 88 degrees and the scary thing is...it seemed to be dropping. Keenan, he felt so cold when I touched him. Like ice."

"Since he was attacked by a spider monster, do you think we need any antivenom?

"That's what we're trying to find out. The venom I detected in RJ's blood isn't like anything we have an antidote for."

She kept working furiously to find a cure until she stopped to let out a long drawn out yawn. Keenan could tell that working so hard and worrying about RJ was taking a toll on her.

"Why, don't you rest? I can take over from here."

"Okay. I'll give his friends an update before I go to my room." She mentioned looking at the wall clock. "Whoa, I had no idea we've been working for so long. Let me know the SECOND you find something out."

"You got it. And don't worry, RJ's gonna be fine." He said giving her a reassuring hug.

"What would I do without you?"

"Launch a one-woman remake of One Flew Over the Cuckoo's Nest?" He asked jokingly.

"You are SO lucky we're friends." She shot back as she glared at him playfully.

She left the lab and returned to the waiting room where the boys were pacing and the girls were sitting.

"Hey, guys." She spoke getting their attention.

The girls got up from the chairs and joined the guys as they walked to the young doctor.

"How's he doing?" Theo asked with worry.

"He's in stable condition right now. His pulse is a bit fast and his temperature has dropped but nothing that puts him in the danger zone. We're running some tests on some blood we drew from him and we're waiting on the results. But we're going to work around the clock to help RJ. I owe him that much. Now, I need to know if you guys want to stay here or go home and wait."

"No question, we want to stay here. He's our friend." Casey said, speaking for everyone.

Gwen smiled at their devotion to their fallen friend. It was touching to see that RJ has friends that cared so much about him.

"I was hoping you'd say that. RJ's really lucky to have friends like you. Kyla? Can you show them to the ER waiting room?"

A young female intern walked in and led the four teens to a spacious waiting room with leather reclining chairs and a t.v. It was made more like a lounge than a waiting room.

"I'll bring you some pillows and blankets. Trust me when I say those chairs are GREAT for sleeping."

"Thanks." Fran said with a smile.

"You need anything, just come get me; I'll be right downstairs."

"Thanks, we will." Lily replied. "Hey, Fran, don't you think you should call your parents and let them know where you are?"

"Oh, yeah! Thanks for reminding me." Fran reached for her purse and rummaged inside to find her flip cell phone. Opening it with one hand, she dialed her home number and waited for either her parents or the answering machine to pick up.

"Hi, mom, dad. I just called to let you know I'm at the vet hospital with Theo, Casey and Lily. We're gonna be here overnight so don't worry about me. I'll see you tomorrow; love you both. Bye."

She hung up her cell phone, placed it back in her overly cluttered purse and let out a heavy sigh.

"I hope RJ'll be okay." Fran wished aloud.

"We all do, Fran. We all do." Theo agreed before drifting off to sleep.

Gwen had already gone to her room to get some much needed rest. She laid down on her bed and her thoughts immediately turned to the young man with the five-o'clock shadow and those irresistible puppy-dog eyes. As her head hit the pillow, she whispered before nodding off...

"Please be okay, RJ."

Meanwhile at Dai Shi's lair...

Camille appeared before her master and bowed before giving the news of her latest discovery.

"Master, you're gonna be proud of me."

"Let ME be the judge of that, Camille." He retorted with a snarl.

"Well, it appears that Arachnikhan has a power even I didn't expect!

"I don't have time for guessing games, Camille. Spit it out!"

"Very well. Anyone who's bitten by his Venom Shot becomes his arachnoid slave who can create as much havoc as the original. And he has complete control over their minds...until they succumb to the poison's effects. Expendable minions; can't ask for a better power, can you?

"And there's no known antidote!" Arachnikhan stated proudly.

"For you sake, I hope you're right. Or I'll exterminate you myself!"

Camille bows and walks out pulling Arachnikhan behind her.

"Are you absolutely POSITIVE there's no antidote? My booty's on the line here, too!"

"I'm completely positive! Nobody has survived a bite from me yet."

"You better be, otherwise you'll be nothing but a stain under his boot. Speaking of surviving, I wonder who it was you poisoned?"

"Whoever it was, he should be almost complete with his transformation. Then the REAL fun can begin!"

Back at the Animal Hospital...

Keenan was working nonstop to analyze the venom in RJ's blood sample to see if it matched anything they had on file. He wanted to rest, but he made a promise to Gwen that he would find a suitable antidote to cure her date.

"I can't let her down. I know she cares for RJ." He thought.

He looked up from his microscope and stumbled back from increasing exhaustion. The intern who was working with him noticed this and decided to take charge.

"I'll take it from here, Doctor. You need to get some rest." The male intern offered.

"Thanks. Page me if you find anything." He said yawning through his sentence.

The intern nodded as his superior left the med lab. He figured checking in on RJ one last time before turning in would be a good idea.

"There might have been some changes that could provide a clue for us." He thought.

He had NO idea how right he was, although the 'change' he had in mind wasn't the change that was taking place. He was a about to turn the corner on his way to the room when he heard what sounded like a pained roar followed by a loud crash and the sound of shattering glass. Keenan ran to RJ's room to see what was causing the ruckus. When he threw the door open, he saw the heart monitor sparking and wrecked beyond recognition, the gurney he was on mangled and the mattress and sheets torn to ribbons. All in all, everything was still in the room...except RJ.

"Oh, crapola! He's gone!"

He took out his cell and was about to page his friend who WAS sleeping upstairs, but those plans got sidetracked when she ran towards him minutes later, now wide awake.

"Keenan, WHAT THE FREAK happened down here? I could hear everything upstairs and you know I sleep through thunderstorms!" She asked, talking a mile a minute.

"Gwen, calm down. RJ's gone! I was coming down here to check on him and I heard this load roar! I think something broke in and kidnapped RJ...and whatever it was went Smackdown on his room!"

"WHAT!? Oh no! Let me in there!"

"No! You can't...you'll..."

"Keenan, I love you like a brother, which is why I'm gonna say this in the nicest possible way...MOVE IT OR LOSE IT!"

Keenan, knowing better than to cross his friend when she gets in this mindset, moved aside to let her assess the damage. She went to the room and slowly looked around to find any shred of RJ...or the 'thing' that abducted him. She turned her gaze towards the window and made a frightening discovery.

"Keenan?"

"Yeah?"

"I don't think something broke IN...look."

She pointed to the floor and saw there was no broken window glass anywhere. If something HAD broken in, it would be all over the floor.

"Something broke OUT!" Gwen said in realization.

"We need to tell the others and fast."

"You're right. They're in the ER waiting room."

Both vets took the elevator to the ER waiting room and woke up the four teens who were fast asleep.

"GUYS! Wake up! We got trouble!" Gwen shouted as she woke up Casey and Theo.

"Wha-what's the matter? Is something wrong with RJ?" Fran asked yawning.

"I don't know how to tell you this, but...he's missing! We found his room trashed and the window broken out." Gwen explained.

"WHAT!? You mean something got in and grabbed RJ?" Theo asked worried.

"We're not sure. But with that monster running loose, we have to find him and fast!" Keenan added.

TBC...

END OF CHAPTER 4

My friend and I had done this with the mindset of it being a 2-part episode. R&R people. They help me make this better.