Disclaimer: I own the villain. Nothing more. None of the rest. Please don't sue me.

Now, here we are again. Thanks everyone for reviewing. I am impressed at people pickcing out all the referances but a few were over looked. I confess I cheated a little and took really obscure ones from the book.

This chapter is especially for Sparks(whom I still shoulder some of the blame on;)). I also have exams and feel your pain.

Act 2

The Doctor struggled through the mass of laughing people, in the vague direction in which Rose had walked. He reached the wall and saw there was only one door where she could possibly could have gone. He was probably being paranoid and over protective, but chances were that if there was something strange happening, they were going to get involved one way or another. He approached the door when a figure stepped in front of him. It was the door man from earlier.

"I am sorry sir, but this area is out of bounds for guests."

The Doctor nodded distractedly. "Yes, I'm sure it is but you see my friend is back there and I have to go and get her."

The door man raised an eyebrow. "Your… plus one?"

"Yeah, that's the one. Now if you'll just excuse me for a moment…"

"I am sorry sir but this area is out of bounds." He repeated angrily.

"Well, I'm sure you can make an exception." Another voice spoke from behind the

Doctor and he was unpleasantly surprised to find the man Rose had been dancing with earlier standing there with a smile on his face.

The door man bowed and backed away. "Of course Count de Chagny."

The Doctor frowned and followed the man through the door.

"And who are you then?"

Philippe smiled. "I believe we have a mutual charming companion down this corridor. Are you good friends with Rose?"

"Yeah, you could say that."

Philippe laughed at the Doctor dark face. "I would be jealous too. Let's go and find her, shall we?"

"I rather thought I'd do that myself if it's all the same."

Suddenly there was a piercing scream from down the hall, one that the Doctor knew all to well.

"Rose!"

He took off down the corridor as fast as possible, the count close on his heels. He threw the door open to see a mirror slide closed. Rose was laying on the floor breathing heavily. Her right sleeve was ripped and there was a deep gash that ran along her shoulder to her collar bone. The Doctor darted to her side and helped her up.

"What happened? Are you alright?"

"It was a…. There…"

"Ok, ok. Just breath."

She shot him an angry look. "You try it… in a corset."

He gave a relived grin. She didn't seem too traumatised. He reached behind her, unbuttoning her dress and loosening her corset stings.

"Sir, how dare you do that to a lady." Philippe stepped forward angrily but Rose shot him a dangerous look.

"Shut it." She looked at the Doctor. "Thanks."

He smiled. "For what? Saving you or the corset?"

"Both, but mostly the corset."

"So, what happened?"

She gave him a grave look. "Spider."

"Spider?"

"A big, hypnotic, talking, looks like a man, spider."

"Hmm. And the gash?"

She looked at the cut running along her shoulder, slightly surprised.

"Um, bite. Tried to eat me."

"Ahh, yes well…"

Suddenly Rose jumped up, pushing him aside roughly. "Oh god, Meg. He's got her down there. We have to follow them."

Philippe stepped forward. "Now, now. You've obviously had a shock. We'll find the rogue who attacked you." He placed his hands on her shoulders and she hissed as his hand brushed her wound. She shook him off.

"Don't treat me like an idiot. I'm not."

The Doctor smiled slightly as she whirled to face him.

"Doctor, he's psychic or something. He can get inside your head, learn things to manipulate you. I think the only reason I got away is 'cause the TARDIS is already in my head. I think it saved me."

He nodded. "Well,she can be rather possessive, and it's been in your head awhile."

"Yeah, well he's got this girl down there already, Meg. We've got to go and save her."

"Well, I was getting a little bored in there." He jerked his thumb in the direction of the ball room.

Rose smiled. "Well come on. We could use a little jiggery pokery to get that mirror open."

Philippe stepped to the door. "You are both quite mad."

The Doctor glanced over his shoulder as he took out the sonic screwdriver. "Well, at least we're good looking."

"Not pretty." added Rose with a grin.

"No, never pretty."

The pair turned their attention back to the mirror which slid open after a moment, revealing a long dark passage which plunged down into the darkness.

The Doctor took her hand in his. "Up for an adventure?"

"Always."

They stepped in and followed the path into the darkness. They heard the mirror slide closed again as they continued.

Rose clutched the Doctor's hand in the blackness. "He said keep going straight until we reach the lake."

"And when did he tell you this?"

"When he was in my head."

"Oh."

"Doctor?"

"Yes?"

"Why were you looking for me? Any later and I would have been spider food."

"I heard these guys talking about women going missing here. I thought…"

"I would get in trouble? That's nice."

"I wasn't going to say that but you did, didn't you?"

"I was trying to help Meg."

"Well, didn't help you much."

"That's so typical of you! You…"

She stopped talking suddenly and he felt her hand clutch his tighter.

"Rose?" he asked, concerned.

Rose brought a hand up to her head as she stumbled and fell against the wall, her shoulder throbbing. She felt her knees getting weak and strong arms surrounded her, hold her up.

"Rose what's wrong?"

"My shoulder. My head. Ow." Her voice was slightly slurred and then the world came into sharp focus again. She managed to stand up straight and looked in the direction the assumed the Doctor was in.

"Venom."

She stepped away from him, leaning against the wall. "Great. Just what I need. Will it always be like that? Flashes."

"I don't know." His voice was low and with it echoing off the close walls, she wasn't quite sure where he was. She reached out, searching for him blindly. She felt his hand grab hers firmly and smiled a little.

"Let's go then."

They set off down the passage again.

"So, why were you looking for me then, if you didn't think I was getting myself into trouble?"

"I was worried someone else would get you into trouble and I was right."

"Yeah."

They walked on in silence.

There was a soft blue light up ahead as they neared the end of the passage. Rose could see the reflection of water on the roof of the corridor as they got closer. It was perfectly silent as they reached the waters edge. It was still and the glass like surface reflected their images back at them as they gazed into it. The blue light seemed to emanate from across the lake and gave the massive cavern a twilight effect.

"You know," Rose's voice was a nervous whisper as they looked across the lake. "If there wasn't a giant spider that wanted to eat me on the other side of this lake, it'd be kinda romantic."

The Doctor gave her a strange look as he gazed down at her. She was about to ask him what was wrong when her eyes focused on something behind him.

"Bridge."

He frowned. "What?"

She pointed over his shoulder. "A bridge across the lake. Look. Must be for the hypnotised girls 'cause it wasn't in the book."

He gave her a sceptical look. "You've read the Gaston Leroux novel?"

"Don't look at me like that. I can read you know. I saw the musical when I was fifteen and I went through an obsessive phase. Book, soundtrack, movie. The lot. 'S quite good you know."

"I know. I helped him write it."

Rose rolled her eyes as they approached the bridge. "Let me guess, you were the Persian perhaps?"

"No, but I knew him quite well."

"And here was I, thinking it was all fiction."

"You should have known better."

Rose hummed in agreement as they stepped onto the bridge which stretched across the water.

"Why not use a boat, like the old phantom?"

"Well, he could use his silk and I know spiders hate water."

"Oh."

They continued across the bridge in silence and at the half way point the Doctor paused.

"Did I ever mention that I hate spiders?"

Rose scowled at him. "Well, it might have been better if you had done before now. Come on."

She grabbed his hand, dragging him along the bridge to the other side. The blue light was brighter on the other side but there was still a dull quality to the space, giving everything a slightly hazy look. The Doctor moved in front of Rose as they continued on, deeper into the maze of tunnels and caves. They stopped when they heard a noise. At first, Rose could not identify what they heard but after a moment it became clear.

The Doctor closed his eyes and Rose retreated a few steps, crouching down, attempting not to empty her stomach. The sounds of ripping flesh and the splintering and crunching of bone seemed to roar in her ears, closing around her. She jumped when she felt a warm hand on her shoulder. The Doctor crouched down beside her, grabbing her hand as some of her salty tears splashed on the stone under their feet.

"Rose. Rose, I'm sorry but we can't save her now." His voice was low as he spoke to her, his other hand rubbing her back.

"I told her I'd get her somewhere safe. God, this is all my fault. If I'd just taken her with me… I was going to find you. She was in trouble. I said it was going to be ok. Now she's dead."

The Doctor turned her around to face him. "Listen to me. This is not your fault. It's that thing."

"Really? And here I was thinking I was entitled to my dinner."

The pair jumped up and spun around to face the towering insect. It blinked at them with a hundred eyes, seemingly rather amused. Its body was huge, filling nearly the entire cavern in which they stood. The eight hairy legs were crammed in. The Doctor took a few large strides backwards, dragging Rose with him.

It clacked its monstrous jaws together. "All this, stranger than you dreamt it, I'm sure."

Rose shrugged at the Doctor and shook her head. "Not really, no."

"Well, it was very nice to meet you, but we really must be going."

They both whirled around and ran. They heard the creatures huge echoing laugh before it began to give chase. The Doctor glanced back to see it had shrunk again, confining itself in human form once more. Faster to move through these caves, he thought absently as he saw the lake emerging out of the gloom. Suddenly he heard Rose cry out and her hand was wrenched from his. He skidded to a halt and turned to run back for her. She had tripped and was struggling to get back up but before he reached her, the creature had pounced on her.


Rose was having a hard time keeping up with the Doctor as she ran along beside him, the creature in hot pursuit. Horror swept through her as, in what seemed like slow motion, her skirts caught in her heel and she went down, her grip on the Doctor's hand slipping away. She fought with the swathes of fabric as she tried to get back up again but suddenly there was a weight on her back. She could hear the Doctor's shout as she was pulled roughly to her feet. She gasped as the ugly face moved into her field of vision. The creature chuckled, or as close as it could get to a chuckle, and looked at the Doctor.

"The two of you are entwined in loves duet, are you? No? Well, let's find out shall we?"

Rose barely registered the words as it turned its multi eyed gaze back to her, and her last lucid thought before that warm, safe feeling washed over her was unsurprisingly

Oh, shit!


The Doctor watched in horror as the creature pulled Rose to her feet. He could see the terror and disgust on her face as it leered at her. It attempted a chuckle as it turned its hideous gaze on him.

"The two of you are entwined in loves duet are you?" It received no answer. "No? Well let's find out shall we?"

It turned its face back to her and the Doctor jumped forward. The creature stepped back from Rose who stood completely still, a glazed look sweeping over her features. It took her limp arm and looked up at the Doctor who moved closer.

"Ah ah. No closer, lest I loose control and" it snapped in Rose's direction "a finger or two go missing."

The Doctor backed off. "Will you let her go?"

It laughed again. "Of course not. I'm just having some fun before I kill you both and have dessert. Now, let me see." It peered closely at Rose, whose expression stayed blank, staring into the space behind the Doctor. Obviously the TARDIS was unable to fend off the creature's intrusion into her mind this time around.

"Ahh." It continued to laugh to itself. "No thoughts within her head but thoughts of joy! No dreams within her heart but dreams of love! How poetic. Her head not mine."

The Doctor's hearts constricted. He had to admit, he was more that a little confused when it came to his feelings towards Rose, but he knew he couldn't loose her now. They would get out of here and sort all that emotional mess out but right now; she was at the side of the wrong alien.

The Doctor had no idea of how to kill this cocky arachnid and time was quickly running out.

The creature was still chuckling to itself when the Doctor returned his attention to it.

It looked at him with apparent glee. "You have no idea how filthy this girls mind is."

The Doctor was suddenly transported to their adventure on Yalat Five and permitted himself a small smirk in the moment. "Actually, you'd be surprised."

"Ha, no matter." It turned back to Rose. "Well, go on. Give your love one final kiss." It ordered.

Rose began to move towards the Doctor robotically, like a puppet on a string. He was frozen in place as he watched her come closer. Love. It was something the majority of their enemies seemed to assume. Even the emotionless Dalek. She stopped in front of him and stared blankly into his eyes. Her own brown eyes seemed dead and lifeless as her face got closer to his. He was still paralysed as she pressed her lips against his. They were colder than they should be, than he had imagined them. He was shocked when her toung slid inside his mouth and her hands moved up his chest and under his jacket. Suddenly she pulled back and moved back towards the creature, which was in hysterics. The Doctor felt it was really having too much fun. This was supposed to be their night out.

Rose resumed her place at the creature's side and it clacked its dripping fangs together in joy.

"Oh, she really did get into that, dirty little minx. I can see why you would travel with her. Now, my turn for a little kiss."

It widened its jaws and approached her. The Doctor was suddenly spurned into action.

"Rose! No!" But he was too late for the creature had already reached her, but just as it's jaws were paused around her neck it gave a skull shattering scream and staggered backwards from its prey clutching it's own neck as blue blood poured from a gaping wound there.

Rose dashed forward, one hand grabbing that of a rather stunned Doctor, the other clutching a bloodied sonic screwdriver.

"Come on."

Her voice jolted him from his daze and he ran with her. The creatures enraged roar echoed throughout the cavern as they reached the bridge. The dashed across the creaky wooded bridge as the clumsy thumping strides of the injured spider sounded behind them. Half way across they looked back, seeing that in its rage it had changed back to its natural state. Rose looked at the Doctor, shoving the sonic screwdriver back into his hands.

"Does this thing do anything else?"

"It does most things. Why?"

They began to run again. "Burn the bridge! Burn the bridge!"

"Right."

They stumbled across the ground on the other side and the Doctor turned back to the bridge using the screwdriver to set the rope and wood alight. The flames spread quickly as they watched the giant spider lumber towards the other side. It screamed in rage and pain as it began to make its way across the flaming bridge. They continued to look as the bridge splintered and fell away into the lake, taking the spider with it. It struggled on the surface of the water for a moment but soon sank beneath the water, ripples gliding smoothly out from where it disappeared.

Rose sank to the ground and the Doctor followed her.

"Spiders don't like water."

He nodded his head in agreement. "Quick thinking Max."

She laughed and lay back against the cool stone, willing her heart to stop beating so fast. He leaned over her, staring her in the face, a mock look of anger on his face.

"You got spider goo on my sonic screwdriver."

"Hey, it saved us, didn't it? I got to be damsel in distress and heroin in one go. You just stood there and gaped."

He grimaced at his own behaviour and leaned down, kissing her tentatively. "I thought I'd lost you."

She closed her eyes and smiled. "Can't get rid of me that easy. Told you that."

He kissed her again. "Love you."

"Love you too."

Another kiss, more passionate this time. Her arms went around him, pulling him as close as she possibly could before pulling back and leaning her forehead against his.

"As much as I'm enjoying this, can we continue after I get all this spider venom out of me? It's making everything a bit… blurry."

He grimaced again. "I'd forgotten about that. Come on."

He helped her up and wrapped his arm around her waist as they headed back up the long, dark passage, back to the TARDIS.


Rose sat on the Med bay bench as the Doctor put down the regenerator and looked up at her.

"That should do it. If you feel anything, let me know. There might still be some venom in your system."

"Yes Doctor."

He cupped her face in his hands and kissed her lightly. "Try not to do that to me too often, yeah?"

She gave him a small smile. "Cant make any promises, as you well know, but I'll try."

"That'll do for now."

He kissed her again, more deeply and she shifted uncomfortably. He pulled back and frowned slightly.

"Rose?"

"Damn corsets."

He grinned at her then. "Ah. I might have a solution to that particular problem."

His fingers played with the buttons on the back of her dress and she smiled, kissing him.

"I bet you couldn't wait to get me out of this thing."

"I must confess, I rather like you in them." He said cheekily, sweeping her up in his arms. She squealed and threw her arms around him.

"But I'm sure you're even better out of them, so let's see how fast we can do that."

End of Act 2

... The End. Hope you all enjoyed. Please, dont hesitate to tell me and leave a contribution in the little box.