Disclaimer: I don't own Doctor Who (or Gravity Falls ;) )

A/N: I am SUPER SORRY for the two month delay, if anyone cares. I put this chapter on the back burner whilst I went away for a week, and when I got back to it, I had writer's block. The ending is a little rushed but it was getting long enough already, so I decided to just wrap it up.

Face Your Fears

After Clara had waved goodbye to them and stepped out of the door, Laura and Charlotte went to change out of their cumbersome dresses. They'd been awake for a whole day and night, and to be honest they hadn't managed to get much sleep the previous night either. So they left the Doctor to entertain himself, with instructions to not get captured, killed or blow up the TARDIS whilst they had a nice long nap. When they finally returned to the console room, a rather antsy Doctor had quickly inquired, "Right, where should we head to next?"

Laura and Charlotte glanced at one another; Laura shrugged and suggested, "Um, why don't you set the co-ordinates to random?"

"Mystery tour, eh?" the Doctor grinned, "Brilliant idea, let me just switch on the randomiser". He flicked a switch, set them to dematerialise and inquired, "Do you know how I ended up getting a randomiser?"

Charlotte nodded and replied, "You installed it to try and evade the Black Guardian when he wanted to kill you…maybe not your smartest move, that" she remarked thoughtfully.

The Doctor raised an eyebrow at her, puzzled, and asked "Why not?"

"Well, the Black Guardian is all about chaos, right?" she asked rhetorically, "And you installed a randomiser. To escape a being whose sole purpose is to keep the universe…random…it's a wonder he wasn't waiting for you at the first place you turned up".

"Chaos and randomness aren't the same thing, Charlotte" the Doctor said knowledgeably, "Chaos occurs when a sequence of events grows exponentially more disordered, but it isn't random. Random is when there isn't a specific pattern to disrupt in the first place; that's why using a randomiser to escape the Guardian of Chaos, is actually a very smart move" he explained, tapping her on the nose.

"Okay, fair point" she sighed; she was willing to admit when she'd been wrong. The TARDIS landed, and the Doctor strode confidently down to the doors, eager to stretch his legs on another adventure. His companions stayed right where they were, and Laura called out, "Um, Doctor? Shouldn't you check it's safe to breathe first?"

"Yeah, I mean for all you know it's covered in ammonia out there".

"Right, yes, environment checks" he nodded, before yanking the door open and darting outside, much to Laura and Charlotte's alarm. Seconds later he stuck his head back inside and informed them, "Yep, it's fine. Come on out".

"You're such a jerk" Charlotte grumbled, although the effect was ruined somewhat by her attempts not to giggle. She and Laura stepped out of the TARDIS, looking around at the large pine forest they'd landed in, hearing what sounded like crickets chirping. It looked like somewhere on Earth, perhaps in North America…but there were probably plenty of locations in the universe that resembled North America.

"What did I do?"

"Scared us, that's what" Charlotte retorted, "So…now what?"

"We explore, of course" he replied, marching off in a random direction. Charlotte and Laura shrugged and followed him; the three of them strolled through the woods, craning their necks up at the massive, oak like trees…and nervously eyeing shadowy figures lurking far within the undergrowth.

"Err, Doctor?" Laura began a bit nervously, "What do we do if something attacks us?"

"Run?" he shrugged, "You know, I can't help but get the feeling I've been here before…wish I could remember".

"What's this? The Doctor's been to a random planet before? Who would have guessed?" Charlotte asked sarcastically. The Doctor gave her a 'ha, ha, very funny' look, but the corners of his mouth were twitching upwards; she giggled and climbed over a half-rotted trunk, stumbling a bit on the roots. The forest seemed peaceful enough…they could hear what seemed like birds chattering far up in the branches, and the leaves underfoot made satisfying muffled crunching sounds as the three of them plodded on.

"You know, I think this place is really nice!" Laura announced with a pleased smile; the air was fresh, the flowers growing up amongst the trunks were beautiful…if it weren't for the slight sensation of being watched, it would be perfect.

"Yeah…kind of boring, though" Charlotte shrugged. In her opinion, if you'd walked through one forest, you'd walked through them all…then a glimmer of light caught the corner of her eye, and she looked over to see something glittering near a tree a little ways off. "Hey…hey guys, check it out!" she called, wandering over and crouching down besides the mysterious object. Charlotte brushed some of the needles aside and pulled out of the soil…a blue crystal, that still shone even when she brought it into the shade.

"Oh!" the Doctor exclaimed upon seeing it, "Oh, you beauty! I can't believe I didn't recognise this place; we're on Metebelis Three? I haven't been to this planet in centuries. I wonder why we haven't seen more of these around" he mused, taking the crystal from Charlotte and turning it over in his hands.

Laura's eyes went wide as saucers, and she felt her fingers trembling, her throat and chest getting tighter… "M-Metebelis? Err, you don't mean the planet with all the g-giant spiders, do you?"

"Mm, yes, they evolved from regular earth spiders after a spaceship crashed here, mutated by these crystals. That was actually how my third incarnation regenerated"-

"We know that" Charlotte interrupted impatiently, "Which time period is this? Have the spiders mutated or even arrived yet?" she demanded, even as she put a comforting arm around Laura's shoulders. Laura herself was starting to breathe more shallowly, eyes wide and staring at nothing…she looked like she was on a verge of a panic attack.

The Doctor frowned in concern and asked, "Laura, what's wrong?"

"I ch-changed m-my mind…" she answered shakily, "I wanna go back!"

"She's arachnophobic" Charlotte explained, "Even if there are no spiders yet, we ought to go somewhere she feels safe". She turned and started back the way they'd come, only for several spiders the size of dinner plates to emerge from behind the trees, clacking their horrible mandibles and hissing.

Both young women shrieked; Charlotte leapt back sharpish, whilst Laura ducked behind the Doctor and squeezed her eyes shut, not wanting to look at the horrid things. The next thing she knew, the Doctor was grabbing her hand and shouting, "Run!" She opened her eyes again…and immediately regretted it, as they turned to find even more Eight Legs crawling down the trees on all sides, some even spinning webs between the trunks, surrounding them. It must have been a scouting or….Laura felt sick to think of it… hunting party, lying in wait for unsuspecting prey behind the trees…

The spiders didn't attack…at least not physically. "You can think of a plan anytime, Doctor!" Charlotte said through gritted teeth. She'd never really been afraid of spiders, just a bit creeped out by them, but this…this was definitely frightening. These spiders didn't eat bugs, they ate people. She felt like little spiders were crawling all over her, up her legs and arms to her head. Laura and Charlotte shuddered and brushed at the phantom arachnids. "What's going on?!" asked Laura, squirming uncomfortably.

"They're telepathic – don't let them into your head!" he warned, trying to focus through the growing psychic interference, "Just picture a door to your mind and close it!"

They tried; they visualised closing and locking a door, and tried to focus on nothing but that door…but errant thoughts kept creeping into the forefront of their minds…This isn't going to work...I'm too scared!...I can't do this...They're gonna kill us!

"How did you escape?!" the largest Eight Legs demanded; its voice scraped through their minds like a knife on a blackboard, making them all wince and flinch. Suddenly the Doctor recalled the blue crystal that Charlotte had found; he was still grasping it, hidden in his palm. It wasn't a very large crystal but it would do the trick…if he could just reach his sonic without the spiders noticing…

"Just let us go!" Laura cried out desperately, "Please!"

"Yeah…you don't wanna eat us! We're all elbows, elbows and gristle!"

"Silence!" the Eight Legs leader screeched, "The Eight Legs do not care about the plight of Two Legs! How did you escape the farm?"

"We're not even from this planet, you stupid"-

"Lies! All Two Legs on Metebelis come from the farm! Now we will take you prisoner once more, and you will work for the Eight Legs, and you will be harvested!"

Poor Laura was near tears. "Please!" she begged, "Don't!"

Just then, the Doctor finally reached his sonic screwdriver, and pointed it at the blue crystal in his palm…unfortunately, that meant revealing the crystal to the Eight Legs, who hissed in alarm at the sight of it.

"The male Two Legs has one of our crystals!" the leader cried, "Give it to us!"

Completely involuntarily, the Doctor's hand jerked a few centimetres towards the spiders…he kept gripping the now glowing crystal in his fingers with now obvious effort. Laura clapped her hands over her ears in a futile attempt to block out the incessant, insistent drone of the spiders psychic attack…she could almost hear a spine chilling, raspy voice deep in the back of her mind, whispering Obey…obey…obey…

In a sudden burst of fear fuelled adrenaline, Charlotte's fight or flight response flickered over to 'fight'; without warning she rushed at one of the smaller Eight Legs, swung her right foot up and under its large, hairy body, and sent it careening in a neat parabola (if she said so herself) right into the trunk of a large, sturdy tree. "HA!" she crowed triumphantly, "In your eight eyed face, you fre-EEK!" she shrieked, as another Eight Legs suddenly lunged forwards and sank its fangs into her left ankle.

"Charlotte!" Distracted, the Doctor stopped aiming the sonic at the crystal, instead trying to scan the bite marks. Charlotte gritted her teeth against the pain, berated herself for being so reckless and stupid and cried, "Don't stop!"

It was too late; her foolish, desperate attack had provoked the Eight Legs, and they swarmed forwards, forcing the three time travellers to back up towards the rocks behind them…then the Eight Legs on those rocks leapt onto Laura and Charlotte's backs – their screams were abruptly choked off as the force of the Eight Legs will power overwhelmed them. Their minds were blank, their bodies rigid like dolls or puppets, an eerie calmness overcoming them as that little whispering voice grew louder and louder…obey…Obey…OBEY US!

The Doctor amped up the setting on his screwdriver and pressed the tip against the brightly glowing crystal…he wanted to create a psychic pulse that would knock out the spiders and free his friends, but the crystal was too small, and the Eight Legs too numerous, and in his distraction he didn't notice the leader scuttle behind him…but he noticed when the leader leapt onto his back, and drilled a psychic message into his head – Drop it! Drop it! Drop it!

Both his hands began to uncurl, but he knew that if he lost his sonic out here, they'd be in even worse trouble…so reluctantly, he let the Metebelis crystal fall to the dusty ground so he could stuff his sonic back in his pocket. It stopped glowing, and the psychic overload that had been barely pushed back, resumed in full force. OBEY THE EIGHT LEGS! OBEY THE EIGHT LEGS! OBEY US! OBEY US! The Doctor had just enough time to throw up mental shields, to stop the Eight Legs from getting too far into his mind, before the spiders gathered around them and teleported them away.

/

A very dazed and rather queasy Laura slowly returned to consciousness. She'd just had the most horrible nightmare, that they'd been captured by giant man-eating spiders. It was only when she tried to shift her arm, and found it pinned in place with thick, tough strands of webbing, that she realised it hadn't been a dream at all. She gasped in air and held it, to stop herself from screaming like she actually really wanted to…then she breathed out again, and in, and out, and in, and out…

Once she felt like she wasn't about to start hyperventilating, Laura tried to see where she was. She was lying in some sort of alcove, in a room that seemed to be empty…where were Charlotte and the Doctor? "Guys?" she called timidly, afraid to raise her voice lest the Eight Legs hear her. When there was no sign of either her friends or the spiders, Laura took a deep breath and called out a little louder. "Charlotte? Doctor? Are you there?" she asked hopefully. She didn't think she could do this on her own…but once again, there was no reply.

Laura felt the cold fingers of dread creeping up her back, which was beginning to ache from lying on the hard…metal? She vaguely remembered something about the spiders coming at first from a crashed spaceship, perhaps this was a storage room. Laura didn't really know or care; she was trapped, with no idea where her friends were…for all she knew, they had already been devoured…no, no, she couldn't think like that. Laura knew she had to escape, and try to rescue them…if only she wasn't so terrified.

/

Stupid, stupid, stupid Charlotte ranted silently. When she'd woken, she'd felt shaken, but once she realised she was alone she immediately began struggling to escape. Stupid randomiser, stupid spiders…stupid me for kicking the stupid spider…stupid bite wound…stupid painful ankle! The constant litany of indignation really helped to spur her on. She tensed up as much as she could, held her breath as long as she could, and then relaxed.

At first it didn't seem to be doing much good; the webbing wrapped around her remained stubbornly tight. Charlotte was tenacious though; her friends were in danger, she was in danger, and she wasn't about to take all this lying down. She stretched the webbing, trying to loosen it enough to slip her arms out. It would be easier if she weren't distracted by the pain in her ankle, a dull burning sensation that she swore she felt creeping through her veins…well, the sooner she got herself free, the sooner she could check the damage.

In trying to get her arms free, she began to rock side to side, and realised at the last minute that she was sliding off the ledge she'd been placed on. Charlotte gritted her teeth as she toppled over and landed with a thump on the floor. No Eight Legs came to investigate, because ironically enough, the same thick webbing that prevented her escape also muffled her fall. Charlotte wriggled on her stomach, feeling like a butterfly coming out of a cocoon. The thought made her grin, and spurred her on, and she squirmed until she got her torso free…

/

This situation was less than ideal, the Doctor mused, as he stirred and took stock of his current predicament. Being cocooned like this was certainly bringing back memories…still, he'd escaped last time, he could escape again. He had to escape, not just because he really didn't fancy being dissolved and eaten, but Laura and Charlotte were trapped there with him. He was trying to reach his sonic, which he really hoped hadn't been taken by the Eight Legs.

When he reached his sonic…assuming it was there…he'd cut himself free and then go and find his companions. If he could get hold of some bigger crystals, he could generate a psychic pulse to disorientate the Eight Legs. The tricky part would be moving around without a crystal, with all the spiders on guard…but he was more prepared now. They'd caught him off guard before, because he'd though the forest was miles from where he'd last encountered them on Metebelis 3.

Ten minutes later, he'd managed to pull his sonic from his pocket…he, too, fell off the ledge he was lying on. It was a little trickier to put the sonic on the right setting; Charlotte had once mentioned that she thought he'd made up all the settings, just to sound clever…which was true, to an extent, but he'd proven there actually were plenty of settings. He'd figured out how to access them all through trial and error…and now he used one to cut through the webbing and get to his feet.

/

Once Charlotte had extricated herself from the webbing, she set about checking on the ankle. It didn't look as bad as it felt; two small puncture wounds, surrounded by inflamed and slightly swollen skin, stinging and itching like crazy. It was a very large bug bite, essentially. Charlotte had gotten into the habit of carrying a few first aid supplies in her pocket; she carefully dabbed some cream around the bite marks and pulled on a soft ankle brace to try and support her foot.

She stood up and tried to put weight on her left leg, but had to bite back a cry as sharp pain shot up her calf. Wincing with each limping step, she searched the small room she was trapped in for something she could use as a weapon. There were three other empty ledges; it must have been a dorm at one point, but everything had been stripped bare for some reason.

Still, there was no time to waste; Charlotte limped to the door and paused for a moment to collect herself. The button to open the door was halfway up the wall, easily in her reach but not the spiders. Either the Eight Legs had locked the door from the outside, in which case she was really up the metaphorical creek, or they were convinced that their webs were inescapable. Well, she was about to prove one theory or another right.

With a deep breath, she pressed her back against the wall and pressed the button. The door shot open with a whoosh. An Eight Legs guard scuttled in, spotted the tattered remains of the webbing, and went in further…Charlotte threw herself around the corner and slammed her hand on the button on the other side, trapping the spider inside. She half grinned in triumph and half grimaced in pain as she looked up and down the corridor. Which way? She saw shadows looming towards the left, and limped as quickly as she could to the corner on the right.

/

It had taken what felt like forever, but she'd finally struggled free of the cloying strands. Now all Laura had to do was get out of there, find her friends, avoid getting caught…piece of cake, right? Trembling like a leaf, she tiptoed up to the door and pressed her ear to it. She couldn't hear anything…but that didn't mean nothing was out there. If only she could see, but there was no way to do that without…she gulped…opening the door. Okay, don't panic she told herself firmly, you've practised this with Charlotte. Just get out when the coast is clear.

Laura was terrified, but she couldn't let it rule her. She needed to escape; her best friend was counting on her! Feeling like her heart was about to burst out of her chest, she stood to the side of the door, counted to five, and pushed the button. It slid open and a spider guard crawled in to investigate. It saw the strands, but instead of going over to them, it turned to leave again and spotted Laura. Panicking, she booted the spider and scrambled out of the room as it struggled to right itself.

Mind whirling, she slammed her palm on the other button to close the door and ran left down the corridor. She had no idea where she was going, she just wanted to get away…she heard footsteps ahead and quickly darted into an alcove. A man walked past her hiding spot; as he passed, Laura saw that he had one of those horrible Eight Legs clinging to his back. Is he a prisoner too? Should I try to rescue him? How can I? she wondered, as she edged out from the alcove and backed away down the corridor.

The man suddenly stopped, and Laura froze as well. The Eight Legs twitched it's…well, legs, and the man's head started to turn…the movement jarred Laura out of her deer-in-headlights stance. She quickly darted into the alcove once more, pressing her back to the wall moments before the man turned fully. Trying not to breathe too loudly, she felt her skin start to crawl. No, no, think of a wall, wall, wall, wall, wall, wall! Squeezing her eyes shut tight, Laura pictured an impenetrable steel wall and did her best to think of nothing else.

An eternity packed into a few agonising seconds stretched out…but no-one grabbed her arm, the skin crawling feeling didn't increase…finally, Laura gathered the courage to crack first one eye, then the other open. There were no signs of either the man or any Eight Legs…something vibrated against her ribs and she jumped with a chipmunk squeak of fright. Moments later she realised it was only her phone; Charlotte was using a 'phone locater' app to find her. If she just carried on, she could double back later and meet Charlotte halfway…hopefully.

/

The Doctor had long since escaped his own cell, and was attempting to get his bearings. He knew that they had landed at a point in time before his third incarnation had defeated the Eight Legs Queen. He had deliberately not tried to sense the planet or the time period when they landed, wanting to be just as surprised as the girls…in retrospect that wasn't the best idea. He wasn't sure why the spiders had separated the three of them, but not confiscated his sonic…perhaps it was because they knew Charlotte was injured, or thought it was

He had to find both of them, Charlotte especially. She wouldn't know, but Eight Legs venom was necrotic. It began as a painful itch and slowly, over the course of hours, transitioned to a burning sensation over first the injured part, and then the whole body, as the cells were destroyed. The body, thinking itself to be on fire, then released water to cool down until the victim was dehydrated, suffering a self-caused heat stroke. It was only slow on humans because of their size, but Charlotte only had about 6 hours before…

If Charlotte was trying to move on her injured leg, and she undoubtedly was, it would only exacerbate her condition. The Doctor paused at an intersection and peered at the rusted plaque detailing which parts of the spaceship had been in which areas. One inscription read 'Engines', with an arrow pointing left - since the spaceship had to have crashed nose first, the wreckage had to be towards his right. If he could find his way out of the ship, he could find a crystal, use bits and pieces of the ship to whip up a psychic disruptor, and keep the spiders at bay.

He waited until he was sure the coast was clear, and then ran down the corridor towards his right. He had to be fast – get out, find a crystal, get back in the spaceship and find Charlotte and Laura. As he ran, he pulled his sonic from his pocket and set it to detect non-humanoid life-forms within a radius of ten metres. If any Eight Legs were approaching him, from whatever direction, he wanted to know about it. Hold on, girls. Just a little longer…

/

Charlotte doggedly made her way down the corridor, half limping, and half dragging her injured foot behind her. Her back was pressed to the wall, to fend off attacks from behind. Her eyes darted left, right, and down at her phone, where a little blip showed the location of Laura's phone, and therefore Laura. Thank goodness they made certain to always take their phones with them for emergencies. Earphones played the most uplifting, base thumping songs she had on her iPhone.

Her hope was that the music would distract her, from both the pain in her leg and from the Eight Legs psychic attacks. It also needed to distract her from her fear, because she was afraid. Terrified, even; each time she had to limp past a closed door, or worse an open one, she expected a spider to emerge. They must have had some way to open the doors…or did they control humans to do it for them? That thought only increased her terror, to think of someone coming and dragging her away, knowing she couldn't fight them off…

She paused for breath, a few feet from a closed door on the opposite side. What she really needed was a weapon, something she could use at a distance. I don't know if I could shoot a person but…if it was me or them…I guess I could always aim somewhere non-lethal...like the foot…is that writing? Her pain bleared eyes landed on the door, and on a plaque. At first the letters looked like gibberish, but then suddenly she could make out the somewhat faded words: 'Tech Workshop'.

With her spirit suddenly buoyed, she checked the coast was clear before pushing off the wall and hopping over to the door, wincing all the while. On the other side, she opened the door and braced herself in case an Eight Legs emerged…when nothing happened, Charlotte dared to step into the darkened room and close the door behind her. Her phone illuminated a large, futuristic, but rather battered workshop. Did the crash do this, or the Eight Legs? She wondered, and more importantly, how am I gonna find a weapon here?

There were too many places to look, and not enough time. She looked at her phone, at the blip that represents Laura, and once more her heart leapt. Laura was just five corridors away! If she guided her friend there, they could hide out…oh, but what if there were Eight Legs lurking in this room, watching her, waiting to pounce? Charlotte had every reason to be paranoid; she quickly searched for the light switch, and covered her eyes at the sudden shift in brightness. As far as she could tell, the room was deserted…but she wasn't going to let her guard down.

First she worked out a route for Laura to follow, and then texted it to her. Next, she made her way to the work bench, thinking it the best place to look for tools that could be…adapted as weapons. Hopefully, years of watching Myth Busters will pay off now…let's see, thingy that looks like a wire cutter, nope, sharp thingy I don't wanna touch, no, oh it's no good! I don't recognise any of these tools, and these drawers are locked or stuck or…I can't give up. I…I can't… Helpless, hopeless tears sprang unbidden to her eyes…then her phone pinged. The text read 'On my way'. She smiled.

/

Laura had nearly jumped out of her skin when her phone buzzed in her hand; mostly because of the three Eight Legs that were standing in the corridor around the corner. Panicked, she quickly ran back to another corridor and hid in an alcove she'd spotted there. Her heart raced as the spiders scuttled past, their footsteps sending her skin crawling and shivers shooting up her spine. To her immense relief, none of them came past her hiding place, and she dared to have a peek at the text she'd received.

It was from Charlotte, and read 'Left, right, right, left, left'. Laura's brow creased in puzzlement at first, but she quickly realised that these were directions. If she was using the Find a Phone App, why isn't she using it to find me? Unless…she's too hurt now…she sent a quick text back and snuck out of the alcove, tiptoeing up to the intersection and then running for the corner. At least those three Eight Legs had left…she'd seen fewer of them than she expected, not that she was complaining. Perhaps they didn't actually live in the crashed spaceship.

There was no time to dwell on it; she followed the directions, turning left, then right, then right again. As she ran past a door marked 'Cabins 35-40', she heard someone calling out and ran faster…but then slowed down, realising that it wasn't Charlotte's voice, it was too deep. Her gaze danced with nervous flickers from the direction her best friend was in, to the door she'd heard the call coming from. "Let me go! Please! Let me go! Hello?"

Someone was in trouble! Laura felt like she was being tugged apart, her heartstrings certainly did. If this prisoner was trapped there, she had to help them – but what about Charlotte – Laura fumbled with her phone and texted 'Sum1's trapped. Gotta help!', before striding up to the door and hitting the open button. In her hurry, she didn't stand back in case an Eight Legs emerged…but the only person in the room was a man in about his forties, standing opposite the door. "Oh, thank goodness! Thank you so much, those dratted things cornered me and"-

"It's okay, we'll get out of here!" Laura reassured the stranger, "Come on! My friend is…wait…" gears in her head came unstuck and started turning… "Why weren't you in a web?"

The 'prisoner' didn't reply…he stiffened, his eyes glazing over, and he slumped bodily to the floor. Standing atop the fallen man's back was an Eight Legs – the same large Eight Legs that had discovered them in the forest. Laura screamed at the top of her lungs, spun around and tried to run out the open door – but a second spider had crept up the wall beside the switch, and pressed it with one of his spindly legs.

"No! No, no, no, no, no! Let me out!" she cried, trying desperately to visualise a wall, barbed wire, anything to fend off the psychic attack she was sure was coming. Even now she could feel invisible spidery legs crawling and running all over her and shuddered in horror.

"You will not escape this time!" the Eight Legs sneered…at least, it sounded as if it were sneering. "We knew that you had escaped and we've herded you here. Now you will lure your friends in, and you will all be devoured by the Queen of the Eight Legs".

"I won't" Laura shook her head, backing away from the two Eight Legs, "The Doctor will stop you!" Her eyes frantically flicked down to her phone, her sweating fingers sliding over the small keys as she tried to type a text and hit 'send' – suddenly, she felt an Eight Legs jump on her back. Laura screamed again, flailing and thrashing in a futile attempt to dislodge the wretched monster. It was no use…Laura stared, helplessly, as her hand dropped her phone to the ground, and her foot stamped on it, cracking the screen, out of her control.

No, no…I'm sorry, guys…Laura thought as the Eight Legs overwhelmed her paltry attempt at a mental defence. If they got out of this alive, heaven help them, she was definitely asking the Doctor to teach her how to properly shield her mind. Where was the Doctor? Didn't he usually save the day at the last minute? He was cutting it kind of close…

"Let her speak" the Eight Legs leader ordered, "We need her as bait!"

Laura felt as if a weight had been lifted off her throat, but she didn't scream or shout for help at first…I don't want to lure them into a trap! Oh, but the Doctor might have a plan now, and Charlotte, I think she's hiding somewhere – but she'd come and I don't want to get my best friend killed!

Before she could work out what to do, the Eight Legs controlling her suddenly ordered her to walk to the door and hammer on it, shouting "Help me! Doctor! Charlotte! Help me! Get me out of here!"

She backed away as the door slid open, the Eight Legs inside the room scuttled out of sight…and then screeched in pain as a thrumming blue light pulsed through the room, emanating from the large blue crystal clutched in the Doctor's hand. Every single spider, including the one on Laura's back, collapsed and curled into balls. Laura gasped and nearly fell to her knees, if not for the Doctor rushing over and supporting her. "It's okay, I've got you. Can you walk?"

"Y-yeah, I think so" she replied shakily, tears in her eyes. She crouched down to pick up her broken phone and said, "I know where Charlotte is, this way". They ran down the corridor and turned left…and saw Charlotte inching her way towards them, her face red and shiny with exertion. "Charlotte!" Laura sprinted over and threw her arms around her best friend, crying "Oh thank God you're okay!"

"Are you okay? I heard you screaming. Doctor, my leg really hurts".

"Doctor, how do we get out? Charlotte can't walk!"

"She doesn't need to" he replied, altering the setting on his sonic, "because now that we're together, I can activate the TARDIS' emergency pilot lock-on. Hold this!" he said, pushing the crystal into Laura's hand and holding his sonic up in the air. An Eight Legs came around the corner and spotted them, hissed and scurried towards them…then the air around them began to wobble and shift, and gradually it took the form, not of a spaceship passageway, but of an advanced medical bay.

The Doctor smiled in relief and lowered his arm. "Thanks, dear. Charlotte, take your shoe off".

Charlotte pulled herself up onto the exam table and pulled off her shoe, sock and the ankle brace. "Am I gonna die?" she asked, staring in morbid curiosity at the…the web...of disturbingly black veins that had spread up her leg from her ankle. Laura winced in sympathy at the sight.

"No, because I have the antidote, just a minute"…when the Doctor turned around, he had a hypodermic needle in his hand, filled with a clear liquid. Charlotte braced herself – she wasn't the biggest fan of needles. The Doctor strode over and held her calf still, swiftly injecting the antidote straight into a vein in her leg.

"OW!"

"Sorry. The pain should start to fade in twenty minutes or so, but your foot's going to be a bit tender for a couple of days. Walking on it didn't really do it any favours" he scolded, before smiling and adding, "I'm really proud of you both".

"I'm just glad it's finally over" Laura sighed, "I never want to go through anything like that again".

"Me neither" her friend agreed, "But you were great. I mean, no offence, but I thought you'd be falling to pieces. I guess you're braver than you think".

"…Yeah" Laura managed a shaky smile, "Yeah, I guess I am".