Cold and damp. The smell of rotting leaves mixed with the sickly sweet stench of decaying flesh. Dib's nostrils twitched and his mouth tightened against the nausea. An insect was whining somewhere, its pitch rising up and down in irritating alterations. He lifted his arm to scratch at his nose, but his arm didn't respond. He pulled harder, and it moved a tiny bit before springing back in place. Frowning, Dib forced his eyes open, rolling his head toward his arm.

Long, glistening strands of gray, dripping rope wound around his outstretched arm. He followed it with his eyes and realized his entire body had been restrained by the rope. In addiction, he hung roughly ten feet off the ground, bound to some sort of netting, over a heap of skeletions. None of the skeletons had skulls.

Sickened, Dib raised his eyes to the rocky wall opposite, only to be greeted by the sight of skulls. Dozens of them lined the wall like hunting trophies, each jammed in a nook or set on an outcropping of stone. Each wore a knowing grin, taunting him with a terrible, hidden secret. One more glance from the pile of skeletons to the skulls confirmed his dread.

Human remains.

The insect noise grew louder and more distinct. Words emerged from the whine--long strings of words that rammed and jumbled together.

"And it was so awesomely cool when it dragged you both in here just like best buddies, always together you know, and it tied you up and it's so much fun to be hanging in the air like this and look, Dib's awake, isn't that just wonderful?"

Dib groaned. Only two humans on the planet could be that cheerful, and the voice was too high to be Mr. Elliot's.

"How'dyou get here, Keef?" He grumbled.

"Oh I got dragged in yesterday, but I was awake the whole time, which is funny cause you two were unconscious."

"Two? Who else--"

"Who else do you think, stink-monster!"

"Wonderful, I'm stuck in the cave of a man-eating monster with the two people--excuse me, one person and another monster--who I can't stand. Could this get any worse?"

"FILTH! Horrible pig-weasel, YOU are the monster, you and all your filthy hyuman friends."

"I don't have any friends!"

"YOU'RE LYING!"

"Oh you're talking together, that's so wonderful!"

Both turned on Keef, shouting, "SHUT UP!"

Squinting, Dib tried to catch sight of Zim. To his left hung two blobs, one writhing greenish one, and a red-topped blob. With a groan, he realized he'd lost his glasses. "Just great. Hey Zim, with all your 'amazing' alien gadgets, you wouldn't happen to have one that could free us?"

"Silence your ignorant smelly mouth hole, worm. Zim has every intention of escaping exactly as soon as hanging up here ceases to amuse me."

"In other words, your PAK is stuck shut with these sticky ropes."

"SILENCE! I am a GENIUS!"

Dib yanked harder on his arm, and heard a small ripping noise. He hated the thought of ruining his best trench coat, but he also didn't want to stick around for whatever had snacked on humans. Grunting loudly, he jerked hard against his jacket. With no small embarrassment, he realized he'd also have to lose his pants. "Good thing I decided on boxers today," he muttered.

"Eh? What is that? Some horrid idea about boxes?"

"Shut up Zim."

Amusing.

"I told you to shut up, Zim."

"Zim said nothing, you fool! Although I would have retorted if given the chance, as if I'd ever listen to anything you'd say."

Dib paled. "That wasn't you? You didn't just say, 'amusing'?"

"Are your audio units impaired? I just said that I said nothing!"

A sibilant laughter echoed from the depths of the cave.

"Oh boy, isn't this just great? Now we're not the only ones happy, someone else back there is happy too--it's just so wonderful that we're all happy! I think I'm gonna sing the Happy Happy Joy Joy song."

"If you even attempt to begin that horrid song of joy and filth I will remove your organs, Keef!"

"Awww, poor Zim, you're just grumpy cause you got hung upside down."

Dib stifled a laugh. Without his glasses, he hadn't been able to see how Zim was positioned.

Amusing indeed. But amusement isn't enough. A sound like a brush passing along rock whispered from the dark. Nourishment, that is the key. Yes.

Cold terror shot through Dib's veins and he struggled harder against the webbing. He stopped long enough to see a blurred representation of an enormous spider emerge from the shadows. It drew close to him and leaned into his face, smelling of rotting flesh.

It would be a pity if you couldn't see the show. Somewhere through the blind terror, he felt cold metal sliding past both sides of his face and two circles brought close. He blinked, realizing his glasses had just been returned to him. He opened his mouth to thank whatever it was, but his voice caught in his throat.

A man's face hovered before him, with human eyes and mouth and even hair. But the similarities ended there. From each corner of his mouth sprouted an insectoid pincer, with the sharp tips lopped off to leave sharp, rounded holes into the hollow curves. From the neck down he had the body structure of any common spider but covered in a thick coat of black fur. His eight legs were not the spindly legs of a spider, but long, thick, muscular limbs, each ending in a perfect circle, except for his forelegs, which ended in paws with razor sharp claws.

The creature smiled coldly. Its mouth never moved, but the voice reverberated through his brain.

The Spider Man is having you for dinner, tonight.

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Note:Lyrics to Lullaby are copyrighted to The Cure, and this fic is based off of a drawing by Krazy-Cartoonist-827 called Lullaby.