Took a little longer for this chapter then anticipated but here you go! Enjoy!

Disclaimer: Spiderman doesn't belong to me. Blah blah blah you've heard it all before!

'I'm beginning to think this was a bad idea,' Spiderman thought miserably as he skittered quickly down the length of the tunnel. Snuggled tight by the thick blackness all around him, the wall crawler felt vulnerable and exposed. The night vision goggles Audrey had given him to see in the dark underworld of New York were reassuring in that he could now see everything clearly in a soft green glow, but he still felt uncomfortable stumbling almost blindly in the sewer system.

The monster he hunted lurked somewhere in those cold tunnels, the master of its domain while he nothing more then a bungling intruder stumbling blindly into the creature's mouth. It was not a comforting thought to think of what he would do if he did in fact find the spider monster. Somehow the plan of backup from the team of mercenaries didn't seem to convince Spiderman of their ability to arrive in time to help him much if Luck decided to work against him that day.

Even Audrey, the only one of them with enough foresight of thinking to bring a weapon, had abandoned him in the darkness to double their search efforts. Spiderman wouldn't ever admit it to anyone, but he secretly wished they had stayed together even if it meant having to double back and search the two main branches of tunnels separately. Even if it took more time, what good would it do if one of them was attacked alone in the sewers and captured or killed by the creature? That would kind of defeat the purpose of the mission.

But he had faced worse (at least that was what he kept telling himself...) If he indeed meet his altered clone in those lonely underground passageways, he would face it as best he could. It was his responsibility. Only he could stop it. The victims of the creature were on his hands, and he wasn't going to give up searching for them. He had to save them, even if it was the last thing he did. Never the less, he still had doubts.

The only thing that bothered him more than the darkness or anything else was the possibility of his feisty companion finding the monster before he did. Or more accurately, it finding her…

***********

Audrey's echoing footsteps crashed loudly against the stony walls of the sewer line she tromped through. She had tried to land her feet softer against the cold floor of concrete so as not to prematurely alert her target to her approach, but the cavernous tunnels had not been adapted to be acoustically quiet. Shining her flashlight down the length of the passage, the young woman frowned. She had been traveling for over thirty minutes down her chosen tunnel and still there had been no sign of Spiderman's clone or of her captured men.

The commander's flashlight bounced against the slimy cold walls of the subterranean maze, illuminating everything in its circumference of light in a distorted scene of long shadows and brightly lit patches. Gripping the handle of her ion blaster tighter in her gloved hand for comfort, Audrey came to the sickening realization she was scared. The feeling was almost completely alien to her. She had trained herself over years of training to not be effected by the natural human emotion so as to hamper her job, but all her training seemed to have left her when she possibly needed it the most. She could feel the cold sweat of fear soaking through the material of her glove, making her grip on her only weapon feeble.

'Get a grip, girl,' she ordered to herself sternly, 'You shouldn't be scared of the dark. Only children are…' But that did little to dispel the knowledge of a living monster that hunted the city was capable of brutally mutilating and disposing of her in the darkness as quickly as though she was nothing more then a pesky fly. She knew she probably had more of a chance of going head to head with a freight train and surviving then fighting the spider creature alone in the sewers of the city.

She mentally was kicked herself now for being so foolish as to suggest splitting up from Spiderman to search the tunnels simultaneously. But she couldn't afford the delay in time. Her men might be in desperate need of immediate rescue, and she wasn't going to lose them if was anywhere in her ability not to. There were also the countless victims the creature had taken too. They were also part of her mission, therefore her responsibility to bring back alive…if she could. And because of that, at least in her mind, fully justified her possibly destructive decision of separating from that utterly annoying and unprofessional superhero who had dubbed himself Spiderman.

But it would have been nice to have the wisecracking wall crawler none the less. His presence alone would probably have been reassurance enough that they had a reasonable chance of surviving the mission if they indeed found the target. After all, she had said it herself, he was possibly the only person able to hold off the creature long enough to call for backup.

Focusing again on the mission at hand, Audrey notice up in the distance, shrouded in shadows beyond the beam of her flashlight, a sudden turn in the tunnel that spiraled away to the left. Carefully skirting along the wall as a cop would in some late-night police drama, the commander stopped at the intersection of the new tunnel.

Keeping her body behind the corner of the tunnel, Audrey shined her flashlight down the passage. Squinting skeptically as she inched her face around the corner, she strained to see beyond the reaches of her light.

Above thirty feet up the passage, there seemed to be what looked like the end of the sewer line. There was bricked, arched entryway at the end through which stood an empty hole of darkness. In the gritty haze of darkness that stood beyond the reach of her flashlight, Audrey could make out the dim outlines of unevenly laid bricks that formed a thick wall in front of her down the tunnel.

"Great…" she muttered angrily. All that time traveling the tunnel and she had found nothing but a dead end.

She was about to turn and retrace her path back to rendezvous with Spiderman when Audrey was immediately halted by the faint murmur of subdued sobs in the distance.

Freezing in place, Audrey willed her breath to stop as she strained to hear the ghostly cry again to reaffirm her sanity. She waited there silently; waiting over the thundering beat of her heart. Then, as she prepared to start again down the way she came, the snivel of unconcealed pain and misery sounded again.

Charged with adrenalin at what that sound could mean, Audrey took off down the tunnel towards the room of darkness, forgetting her military training in her hast. Coming to a skidding stop on the slick stones beneath her feet at the entrance of the room, the commander swung her flashlight in a wide arch to encompass the entire place.

What she saw made the hardened commander stifle a gasp. She had to have stepped right onto the set of a B rated sci-fi movie. She had found the creature's lair.

Cocooned in massive globs of congealed, stringy material hung on the walls possibly twenty or more lifeless bodies along the perimeter of the fifteen by fifteen space. All the heads of the entrapped victims rolled to the side or down their chest in what she believed to be death. In the pale yellow glow of her flashlight, the skin of the webbed people appeared a sickly shade of fermented green.

Littering the floor slimed several oozing heaps of decaying flesh. The piles of stinking flesh slithered with huge sewer rats that gnawed and ripped at bits of splinter-ended bones that protruded grotesquely from the masses. The woman had no intention to further investigate the slimy masses as the detestable creatures of filth that ate at the decaying matter snarled at her dangerously. She had a sinking feeling of what, or rather who, the heaps of festering flesh had been in life.

The foul odor that emanated from the piles of rotting flesh hung heavily in the air, making the young woman almost lose her control and vomit in revulsion. It was the rancid stench of death and decay.

Reaching up to shield her mouth and nose with the back of her armed hand in a useless effort to block the decayed smell from turning her stomach, the commander looked on totally aghast at the scene she saw. Scanning the room, she noticed in the very center of the room a large mass of opaque, skin like material. The roundish mound of fleshy material, as Audrey shined her flashlight onto it, illuminated in translucent transparency.

Slowly moving towards it, Audrey stooped to squint into the mass. In the shadowy light that spilled through the porous membrane of the skin, the commander could make out vague outlines of indistinguishable huddles quivering in agitation as the light passed over their housecat sized forms.

The young woman stared totally transfixed at the forms as she watched the bundles of twitching movement squirm under the glare of her flashlight she shined into the mass. Leaning nearer to see, Audrey was startled as one of shadowy figures that separated itself from amongst the dense backdrop of other such forms within, suddenly uncurled to reveal eight spindly legs that twitched sporadically from the small ball of flesh that formed a central body.

Leaping back in realization, the commander felt her blood running cold. This was bad. Very bad. The creature had already had its young. Only it seemed to have just had one massive egg sac instead of hundreds of individual eggs. Maybe that was a plus in the long run, but she didn't really know for sure.

The spiderlings looked like they were very close to hatching from the way they moved and twitched under the direct stimulus of her flashlight. She was going to have to hurry. They could hatch at anytime…with disastrous ramifications for the city. She had hoped that this situation wasn't going to have been an issue but it looked like Fate decided it wasn't going to make her job any easier.

At first, the commander debated whether to just destroy the egg sac then and there or wait for later. Her employers had never specified what to do about the possible young of Spiderman's clone; only that her team of mercenaries were to try to bring the creature back to the labs alive if at all possible. But before she could worry about how to handle this latest development, Audrey again heard the low whimper that she had heard before.

Looking down to the slime covered floor, she saw the tattered black form of one of her missing team members huddled weakly in the fetal position on the far side of the room.

Gasping, she rushed to the man's side, "Edwards! Talk to me!" She received only another pained moan from the behind the man's helmet as she forcefully rolled the man on his side to face her.

Placing her flashlight on the ground so that it shined onto her and her teammate, Audrey ripped the helmet from the man's head. In the glow of pale light, her stomach dropped at what she saw. The poor man's face was sunken under sickly eyes that pleaded help from the commander. The mercenary's complexion was the same as those victims that dangled in massive bundles along the walls like skinned sides of beef hung in a meat freezer.

"Come on, Edwards! What happened?" she coxed from the half coherent man who looked almost half drugged. Gurgled rushes of air were the only responses the man could give from behind strangely paralyzed and immobile lips.

Looking up, Audrey scanned the walls of the room. Where was Fredrickson? If the creature had brought Edwards here then it should have also brought Fredrickson. The scene was repulsive even to the commander who had seen countless bloody and gruesome battles as she searched for the face of her man among multitude of unmoving bodies pasted randomly against the wall.

Finally on the right side of the room she made out the faint outline of a helmeted head sticking out above from a still watery looking net of webbing wrapped tightly around his motionless body. Abandoning her flashlight beside her un-webbed man, Audrey leapt to her other fallen mercenary.

Pulling the helmet from Fredrickson's head, Audrey snaked her two forefingers between the collar of his suit to press against the cold skin of the man's neck. Beneath her fingers, the erratic heartbeat of the man pulsed weakly against her touch. He was still alive. But even in the dim light that glowed dimly from across the room from her flashlight, Audrey saw this man's skin was also of a pale green shade.

"What happened?" she muttered to herself aghast.

"The thing…" came a barely audible voice from her side, managing to startle the commander for the whole span of a second before she regained control of herself and whirl to face the speaker.

To her teammate's side, only several feet away, was one of the many trussed victims, only this one seemed to retain some coherency to speak. He looked young, maybe mid to late twenties. His features looked emaciated and tight, almost like a skeleton masquerading as a living being. A mop of unmade and oily brown hair hung down over his eyes, obscuring the top half the boy's face.

"What was that?" Audrey demanded urgently, now moving to stand before the speaking man, "What did the creature do to you?"

"A…bite," the victim mumbled weakly from between chapped and cracked lips, "Please…help me…Quick…Before it…comes back. Please." The pain in his husky voice softened her hard exterior to the point where she actually decided to relinquish her only firearm, clipping it back into its holster on her belt so that she might use both hands to rip the man from the wall.

"Just hold on," she said reassuringly as she gripped the thick strands of spidery webbing that held the man to the wall from behind his drooping head. Grunting as she retched back hard on them, the commander realized the hardened strands of webbing were just as, if not stronger than steel cables, far beyond her ability to break by herself.

"I can't get them," the commander said in defeat, "Don't worry. I'm calling for backup. We'll get you out of here soon."

"No, please…hurry," the entrapped man begged pitifully, "It's so cold…" His head again slumped to the side as if his energy had finally given out on him. For a moment, Audrey thought the poor boy had died right then and there in front of her. But before she could feel for a pulse, she saw the man's partially exposed, shoulder jutting out from within the cocoon of webbing weakly convulsing in shivers. On that shoulder festered a swollen patch of pussy, gangrenous skin.

She had to hurry. The boy and possibly half the other victims webbed the walls in the room were only hanging on by a thread (no pun intended). They all needed medical attention, and fast. Who knew how long they had been trapped there, hanging from the walls like that.

"Just hold on," Audrey whispered painfully in response to the man's distressed plea at his still form. Tapping her ear link, she called out urgently, "Spiderman? Do you hear me? Over."

"I'm here. Where are you?" came the superhero's voice over the faint background static of the line. Audrey waited for several seconds before growling at his irresponsibility of forgetting the standard military procedure of saying 'over' to clarify he was done speaking.

"I found the creature's lair," Audrey said in annoyance at his absent mindedness.

"What?! Where are you? I'm coming there! Don't go anywhere!" came Spiderman's startled response, interrupting her before even she could say 'over.'

Stubbornly trying to again give the wall crawler orders, she said coldly, "No. Go above ground and contact the team. Once you get in touch with them, I'll send you the coordinates of my position. Ove--"

clink click click click

Audrey trailed off as the inhuman barrage of clicks broke the silence in the festering room of death, freezing her in place in a moment of sheer disbelief. It couldn't be… She hadn't heard or sensed anything that would have constituted the arrival of her paranormal host.

"Audrey? What is it? What happened?" cried Spiderman's worried voice over the radio link in her ear. But she couldn't worry about him right now. She was in trouble.

Whirling around in a blur as she whipped her gun from her belt, Audrey was startled to find the room empty of the hulking presence of the spider creature she was certain she was going to see barreling towards her.

"What the…"

But it was then something inside her compelled her, for a reasoning beyond her, to look up. She didn't know it, but she had just uncovered Spiderman's trade secret for sneaking up on people. At what she saw, the commander almost allowed herself the privilege of screaming in surprise and fear.

Staring back at her, shimmering in the dim light of her flashlight from across the room, shined a set of strangely beautiful but utterly terrifying silver orbs. Shadowed in the faint light, the eight appendages of the creature could be seen clutching the ceiling as effortlessly as though it was standing right side up on the ground.

The bobbing round head of the oversized spider monster that stared back at her upside down from its perch on the ceiling slowly cocked to the side as another series of soft insect-like clicks hummed through the air from between it twitching mandibles.

"Spiderman…?" Audrey ventured tightly as she risked a shaky hand up to tap her radio link. Never letting her eyes waver from the deadly creature perched above, the commander whispered urgently in a tense showdown, "I need you here…now. Over."

"Audrey, what's going on? Did you find the people? What is it?" Spiderman's slightly static-garbled voice sounded from within her ear.

But Spidey never got a response as the creature finally decided to make its move and descend upon its prey to the accompanying soundtrack of the commander's terrified scream…

**********

'This was stupid! So, unbelievably stupid! I should have never let her split up. Never,' Spiderman chided himself relentlessly as he sprinted in a full, break-neck run down the winding passages of sewers, 'This is all my fault. Something bad happened to Audrey and I have to deal with this thing alone now…not that that's really anything new though.'

In the greenish blur of endless, indistinguishable walls from beyond his obtrusively bulky night vision goggles, Spiderman had finally passed, several moments before, the main line of branched tunnels where Audrey had un-unanimously decided to split their search efforts. He now flew through the subterranean maze with the urgency of a swimmer trying to break the surface of water for precious air.

His lungs burned in his chest from exertion but he couldn't stop to catch his breath. There were lives on the line and he had to hurry. Pushing extra effort into his stinging and cramping legs as they ate up the distance beneath them, Spidey tried for probably the tenth time since abruptly losing contact with the female commander to get a response from her. But there had been no answer, only empty static.

The last thing she had said before he had suddenly lost contact was that she had found the creature's lair and that she needed him there immediately. But all that had been before a high pitched scream had wailed in his ear and the radio link was cut silence. That terrified scream and the tightness in her voice made Spiderman know time was of the essence. And everything in the wall crawler's being screamed that her life now hung in the balance.

Speeding through the new line of tunnels, Spiderman saw in the distance a sudden turn in the passage. Slowing his speed down to that of a walk, the web slinger took a second to catch his breath and allow a moment for the burning in his leg muscles to fade. He had to have covered two if not three miles, moving at top speed, through the winding labyrinth of sewers. Even with his run that would have left most normal people gasping for air for several minutes, Spiderman recovered his breath in less then a few seconds.

"She has to be somewhere nearby," the wall crawler murmured to himself in the darkness, "She couldn't have gotten much farther then this."

Starting again down the green illuminated tunnel from his night vision goggles, Spidey saw in the distance a sudden turn in the passage. Sprinting forward, the masked man found the tunnel only veered left. Following the track, Spidey could make out what looked like a separate room beyond a bricked gateway of stone constructed at the end of the tunnel.

Nearing, Spiderman felt a small tingle from the base of his skull. It lingered for but a second before dieing away as quickly as it had come. It was one of those sixth sense warnings of a nearby presence.

Picking up his pace to a slow trot, Spiderman paused at the entrance of the room. Calling out in a whisper, Spiderman edged his hooded and goggled head beyond the threshold of the room, "Audrey? Audrey, are you here?"

There was no answer from within. Only stinging silence. Slipping his slim body inside the pitch black room, Spiderman cautiously looked around, swinging his peripherally obstructed vision from side to side to get a complete view of the room.

Through the glowing green shade of his sight, Spiderman took a sharp intake of air in shock at what he saw. He had found the creature's lair along with tens of handing bundles of human beings in the greenish glow of his glasses. Breaking through his frozen mind of shock, there came a strained whimper. Looking for the source of the sound, Spidey could make out on the far side of room, laying on the slime covered floor a quivering and struggling mass of entrapped human limbs. More muffled sounds came from underneath the thick blanket of strange white substance. He almost knew without even getting close enough to see and touch it, Spidey knew it spider webbing.

Rushing across the reeking room of petulance to the twitching form, Spiderman crouched beside the bundle and realized with a gasp it was a person. Gripping a handful of the still sticky white material that covered the form, Spidey gritted his teeth as he pulled apart the sheet of strong, threaded webbing.

Met with resistance from the substance, Spidey strained his muscles before the material finally snapped. Looking down into the cocoon, Spiderman saw the coughing form of a still partially entrapped commander Lee.

"Audrey?! Are you ok? What happened?" the wall crawler cried as he shoved more of the webbing away from the commander's shoulders to release her arms from the tight cocoon that entrapped her.

Gasping for air as she pushed herself up to sit from the cocoon that still wrapped down from her waist, the commander suddenly groped for each of Spiderman's shoulders in the darkness and pulled his masked face close to her. Shouting right in his face, Audrey ordered, "Get out of here, Spiderman! Quick! Go get backup! Now! It could come back at anytime!"

"What happened?" Spiderman questioned, startled by the commander's uncharacteristically frightened and urgent plea.

"The creature! Just go. Before it--"

Click click click Came an inhuman song of insect-like chirps from above.

"What was that?" the web swinger murmured in fear, already knowing what it was. Looking up simultaneously to the ceiling, Spiderman and Commander Lee stood wide mouthed at the scene above. "Oh no…"

Above, it was as if the wall suddenly began to move. Twitching and contorting limbs began to take shape against the ceiling in the greenish glow of Spiderman's goggles. Breathing in a rattling breath of air as two shiny orbs of compound eyes twisted into view from the mass of limbs, a terrifying realization came to the wall crawler's attention. "It set a trap…Oh, my God…It set a trap…It never left."

Breaking in to Spiderman's startled realization, the ear piercing screech of a predator about to attack its cornered prey cut the heavy air of death. Breaking away from its hold on the ceiling, the spindly massive form of the spider creature dropped like a lead balloon, its pointed legs outstretched out towards the trapped and paralyzed commander and superhero.

Seeing the thing descending on him, lit in the dim tone of green from behind his night vision goggles, Spiderman felt the gut retching feeling of knowing there was no way he was going to be able to dodge the deadly creature…

Well, there you go! Another chapter will be coming along soon. Hey, if you liked this story, check out my other story I have going; "Reflections of a Darker Self" Go on, I know you want to! It's actually better then what the summary says. By the way, don't forget to review!

Signing out

-LAXgirl