"Close the doors!" yelled Anita.

The doors to the main command centre hissed shut, as O'Neill, Shah and another surviving soldier raced through.

The Arachnids following them were locked out – but only just. Why couldn't security doors close faster?

Shah stared at them through the glass, his weapon raised. The Arachnids didn't move. They simply hunched behind, above, and on the door, waiting patiently.

"Deadlock the doors," ordered Lakowsky.

One of the operatives, already busy at their desk, carried out the order. A huge steel bulkhead, several inches thick, descended on the door, sealing them in, and blocking the hulking, bristling Arachnids from sight.

It was already chaotic in the command centre, but as the people working frantically at their consoles shared worried glances, they began to realise that there might not be a way out for them.

"Where's the Doctor?" Lakowsky barked.

"He's headed to sector three – that's where he thinks the Arachnids have taken Charlie," Anita answered.

"Is he alone?"

"No, Simmons is with him."

Lakowsky crossed her arms, perhaps pondering the Doctor's thought process.

"What's he planning to do?" she asked.

Anita shrugged. "I don't know. Stop the Arachnids, somehow? He didn't tell us his plan."

"I see," Lakowsky muttered, "He doesn't have one."

Lakowsky locked Anita with a stare. "Don't forget that we all have our jobs to do. We can't rely on the Doctor."

Anita fell silent, and turned away.

"Tell me what happens, Doctor Grover, if he doesn't succeed?"

Anita shook her head. Lakowsky turned her attention to the others. Shah and O'Neill were unable to offer any ideas, nor were the other two dozen UNIT operatives in the room.

She looked over at a young woman, whose hand was poised over a computer keyboard, waiting for Lakowsky's orders.

"Activate Defence Protocol One," she said quietly.

"No!" Anita protested.

"There has to be another way!" O'Neill uttered, watching the young woman carefully pressing buttons on her computer. Her hands were trembling.

Shah stepped up, opposite the professor, and drew his pistol; pointing it squarely at Lakowsky's head.

Anita shot a puzzled look at him. What was he doing?

"Stand down, Lieutenant Shah," Lakowsky spoke levelly. She did not falter, or blink, despite the gun barrel trained on her.

"Defence Protocol One can only be authorised with the vocal command of a UNIT officer with Level One clearance," Shah said, his calm mirroring the professor's. "And that would be you."

All eyes were locked on Shah and the Professor. The other soldiers went for their weapons, but they weren't sure what to do – whose orders to follow.

It was a stalemate, with little hope resting on either option. Either they were all going to die in a nuclear fireball, or they were all going to die, eaten by giant tarantulas.

"If there's a slim chance the Doctor can save us all, I'm going to take it."

"You are under my command, Lieutenant, not the Doctor's."

"But he's right," Anita argued. "We can't destroy the Moonbase! Not while the Doctor's here."

Lakowsky turned to her.

"We have a duty to protect the Earth. We must not allow the base to fall into enemy hands. My decision is final."

The young woman coughed, and raised her hand, trying to attract the professor's attention.

"Ma'am? I think the decision's been made for us."

"What do you mean?" Lakowsky snapped.

She shook her head. "We've been locked out of the system. We have no control over the nuclear detonator. We couldn't activate the warhead… even if we wanted to."

Anita bit her lip, watching Shah narrow his eyes.

The professor matched his glare.

"Lower your weapon, Lieutenant Shah," she ordered.

Reluctantly, Shah did so. His threat was pointless now, anyway.

There was nothing else they could do.


"We're nearly there!" the Doctor yelled.

They were careering towards an area plastered with yellow and black nuclear warning signs; a corridor lined with thick coolant pipes.

The Doctor risked throwing a glance behind him, and immediately regretted it. There was barely an inch of the original corridor visible. Anything that wasn't covered in a thick layer of cobwebs was occupied by one of the furious Arachnids chasing after them.

Simmons pointed towards the area ahead of them.

"Decontamination! We need to close that door."

The Doctor drew the sonic screwdriver. Simmons was right. They were heading into a decontamination chamber. The door would take a few seconds to close.

They couldn't wait until after they were through, because the spiders were too close behind them. They'd be overwhelmed before the door completely shut.

He just had to time it exactly right. Too soon, and they would be crushed to death. Too late, and they would be eaten alive.

On the plus side, the bulkhead door would be practically bomb-proof, and there would be no way the Arachnids could penetrate it once they were through.

He went for it. The sonic whined; jets of steam spat out from the valves lining the doorway, and it began to close.

Summoning a last burst of energy, the Doctor and Simmons swooped under the descending bulkhead door; the tidal wave of Arachnids flooded after them, but the Doctor had timed it just right.

Only a couple of the Arachnids reached the door when it closed, and they were flattened. They could hear the bones crunch. A viscous blue ooze seeped across the concrete floor.

The Doctor bit his lip, regarding the casualties for a moment.

Simmons, who was less concerned by the fate of the Arachnids, leaned breathlessly against the wall, her calves screaming for energy.

"We're safe here now?" she asked.

"Oh yes, we'll be perfectly safe in here," the Doctor assured her. "If 'perfectly' means 'not at all'…"

The Doctor took a deep breath. He could sense the cleansing chemicals being pumped into the corridor, sterilising them.

"But don't worry. It's all relative. We're only slightly less unsafe in here than out there."

"Well, that's something, I suppose," Simmons muttered as cheerily as she could manage.

The Doctor set O'Neill's laptop down on a trolley, and inspected the damage. There was a large gash through the plastic, exposing the eviscerated electronics. It was beyond repair. There was no way the Doctor could use it to communicate with the Arachnids.

The Doctor turned back to Simmons, and pointed his thumb towards the bulkhead door at the opposite end of the corridor.

"What's normally through there?"

"Nuclear power cells," Simmons answered. "Source of the Moonbase's power."

"So the Arachnids want the Moonbase," the Doctor speculated, "But what for?"

Simmons shook her head. No idea.

"Shall we find out?" the Doctor asked, striding over to the door, and holding the screwdriver aloft.

Simmons was by his side in an instant.

"Won't we need radiation suits?" she queried, gesturing towards the white hazmat suits hanging on the wall.

"I shouldn't think so. Just don't touch anything."

Simmons nodded, her expression betraying that she was far from reassured.

The Doctor flicked on the sonic, and the door began to roll up, swallowed by the ceiling cavity.


"Doctor!" called Charlie.

Simmons gaped at him. He was mummified from the neck down. She dreaded the thought of something similar happening to her, and wondered how the boy was keeping so calm.

"Charlie. There you are," the Doctor grinned chirpily.

He span around, drinking in the cold atmosphere of the room.

"Yes, very clever!" he acknowledged. "The Arachnids have built a shield around the nuclear power cells. That's why the radiation levels are so low."

The Doctor bounded over to what appeared to be another clump of cobwebs, and scrutinised the structure closely.

"They're harnessing energy from it, using their own system. Very efficient!"

Simmons moved over to Charlie, who seemed confused. She could see that his eyes were somewhat unfocussed, like he'd been drugged. Presumably, the Arachnids had rendered him unconscious with a weak dose of their neurotoxin when they captured him.

"What's happened to you?" she asked.

"I'm not sure," he mumbled. "I think they're going to eat me."

The Doctor wandered back over, and ran a quick scan on him with the sonic.

His eyebrows twisted in astonishment.

"Congratulations," he uttered distractedly, peering at the sonic.

"What?"

"Sorry!" the Doctor said, his attention snapping back to him. "It's just, uh…"

The Doctor brushed the toe of his boot against the web-coated flooring.

"I'm not terribly sure how best to word it…" he looked up at Charlie, his eyes mournful. "You're going to be a dad."

"What?" Charlie uttered weakly.

"Sorry, that was uncalled for. What I mean to say," the Doctor fiddled with the sonic screwdriver, "is that you've been seeded with Arachnid eggs. They're going to hatch inside of you, and then, uh…" the Doctor avoided Charlie's gaze. "Eat you alive."

Charlie cursed despairingly under his breath.

Simmons offered him a sympathetic smile, silently congratulating his apt choice of swear words.

Charlie felt sick to his stomach. So did Simmons. Because, she realised, this was what had happened to Lazarov: eaten by spiderlings from the inside out.

But examining this set-up, its carefully constructed grandeur – this had to be much, much worse. More spiders? Simmons shuddered at the thought.

The hissing voice reverberated around the room.

The Doctor looked at Simmons in confusion.

The voice sounded like cutlery scratching a ceramic plate.

"I think they're trying to communicate with us," the Doctor surmised.

"Uh, yeah…" Charlie frowned. "Didn't you hear that?"

"I heard something. Didn't understand a word."

"Oh. I understood it. She was saying something about feasting on your flesh."

"Nice," the Doctor grumbled.

"Even you… Time Lord?" Charlie continued.

"So the Arachnids are acquainted with my people?" the Doctor asked.

"They've heard of you," Charlie nodded.

"Well, that's a start," the Doctor conceded, relieved that the negotiations seemed to be heading off to a reasonably good start, despite the circumstances.

He was interrupted by Professor Lakowsky's voice announcing loudly from the intercom:

"This is Professor Lakowsky, commanding officer of the UNIT Moonbase, and representative of the Earth's UNIT forces. I am addressing the leader of the Arachnids."

The Doctor hung his head, willing her to stop talking. "No… no… shut up!"

"I offer you an ultimatum: leave now, and we will allow you to go without further loss of life. Otherwise, we will activate our defence protocols. There is a nuclear device installed in this military base, and I will not hesitate to detonate it."

"What?" the Doctor roared. "You were supposed to stop them from doing that!"

He glared at Simmons. She bit her lip, buckling under the intensity of the Doctor's infuriation and disappointment.

Lakowsky continued.

"We will all die. Unless you surrender, or retreat."

"Uh, Doctor…" Charlie uttered.

The Doctor turned to him.

"They know it's a bluff. The Arachnids have already disabled the self-destruct system."

"Oh. Okay. That's promising," the Doctor mused, hopefully.

"It's just because they don't want to die. They're going to kill all of us anyway," Charlie added.

"Less promising," the Doctor conceded.

"They're not destroying the Moonbase, because they've made it their breeding ground?" Simmons conjectured. "That's what they want the base for? They want us?"

The Doctor nodded, complementing her deductions.

"So it would seem. The Moonbase is about to become a nursery. Or a larder. No," the Doctor gasped, realising the perfect metaphor: "A tin of sardines. Packed with a ready meal… and other viscous substances…"

"And what will they do then, once they've eaten us all?" Simmons asked.

The Doctor waved around him. "Technology. Experts in engineering! They'll build ships. Go elsewhere."

The Doctor paused, pressing a finger to his lips. "Something doesn't quite add up. Where did they come from? How did they arrive here?"

The voice screeched at them.

They looked up at Charlie, for a translation.

"From the darkness," he muttered. "Not sure what that means."

"It's not much of an answer," agreed Simmons.

The Doctor's face crumpled in deliberation. "Hold on a moment. When you were talking about the voice, you said 'she'?"

"Yeah…" Charlie agreed, confused.

"Unless I'm very much mistaken, all the Arachnids I've seen so far have been male," the Doctor clarified. "So who exactly are we conversing with?"

Simmons looked around. She had just noticed the Arachnids concealed in corners around the room.

"Which one are you?" he called.

In response, the ground began to tremble. The cobwebs below Charlie fell away, revealing a deep pit, from which no light emanated. It seemed to suck all the air, and warmth, out of the room.

Charlie was left swinging above the hole; something he found rather distressing.

Rising out of the darkness, came a gigantic spider – at least four times larger than the other Arachnids. It was flecked with bulbous red orbs of pus, full to bursting.

The Doctor and Simmons backed away from the edge of the pit.

The thing hissed.

"She's their Queen," Charlie enlightened them, when he gave up another struggle to break free.

"An Arachnid Queen…" the Doctor breathed.

The Queen clicked and hissed.

They looked around. The Arachnids began to stir.

"What was that? What did they say?" the Doctor asked.

"Uh… basically: 'kill them'," Charlie uttered reluctantly, throwing an apologetic frown.

The Doctor and Simmons nervously eyed the advancing Arachnids, and slowly made for the door.

"Tactical retreat," he barked, activating the sonic screwdriver.

The Arachnids hissed again, the closest bearing dripping fangs.

"What? What about me?" Charlie cried.

"I'm coming back!" the Doctor yelled, as the steel door clanged shut.