Note: I am up far too late to be writing anything intelligent, but I don't have my usual ride to church tomorrow. Dooky. So here I sit, at 3:30 in the morning, bringing you the next chapter of The Spider Man.

By the way, I thought I should say, I never put the disclaimers and stuff in here because I assume that anybody reading my fanfics knows that I do not own Zim, Dib, GIR, Keef, the rarely-mentioned Torque or Gaz. Although I have been asked once or twice if I was Jhonen... that was odd.

I really really really need to get "Summer Love" out of my head... rehearsals.

Last note, do NOT read between the lines. This is still not ZADR. This is necessity of survival.

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Someone screamed long and loud. Dib blinked, dimly sure it wasn't him, simply because he could scarcely breathe. The creature turned from him, grinning at the petrified Irken.

Don't worry. Your turn will come too.

"I WANT NO TURN YOU FILTHY EARTHENOID INSECT-MAN!"

Earthenoid arachnid-man, actually. It padded away from Dib and toward Keef.

"Oh! Will you be my friend?" Keef beamed. "I always wanted a really cool friend, and you're awesome! Is coming near me a way of saying yes? Oh! I get it, the pincer-thing on my neck is your way of a hug, right? Awww, I'd hug you too if I weren't stuck up here, think you could--" His babbling was cut off in a choking gurgle.

Dib gasped as he watched the Spider Man's pincers sink into the sides of Keef's neck. In the dim light, he could see the bundle that was Keef writhing in pain, and horrible slurping noises. As it continued feeding, its eyes and pincers began to glow red, casting more light on Keef.

Struggling less and less, Keef made pained moans, his face now sallow and wrinkling. The red glow brought the pincers into clear view, and, to his horror, Dib could see into the hollow appendages. Blood was not the only thing being sucked through the tube-ish cartilage, but muscle tissue and organs as well. Occasionally a flat sort of chunk would fly by, and he realized it was skin. Turning his head from the carnage, he vomited, the contents of his stomach splattering the headless skeletons below. Long after he had nothing left, he continued to heave, accompanying splatters assuring him that Zim too could not handle the sight.

After a few minutes, there was only silence. The sound of tearing brought Dib's head around again, and he watched the creature tear a fresh skeleton from the webbing. With a claw, it neatly severed the skull, catching it before it could shatter on the ground. Tossing the skeleton neatly at Dib's feet, it carefully placed the skull in an empty niche, patting it once or twice like a trophy.

It turned, fixing its eyes on its remaining victims. Dib cringed as he realized he'd lost control of his bowels.

The sun comes. I am sated, and weary. I will require nourishment tomorrow. You will be comfortable till then. Goodnight. With that, it withdrew to the depths of the cave.

They waited, silent for nearly an hour. When the sun had risen enough to light their features, Dib glanced at Zim. The alien stared straight back at him, as best he could from his upside down position. Wordlessly, they nodded at one another.

Dib immediately set to work, writhing against the webbing as hard as he could. He was soon rewarded with more ripping sounds, each one earning him more freedom. Once clear of his trench coat, he reached down, gritting his teeth with embarrassment, and unzipped his pants. Holding on to the remains of his coat, being cautious not to touch more webbing, he pulled out of his pants and dropped to the ground with a crunch. He clamped down on his tongue with his teeth to keep from shrieking, both from the pain that shot up his leg and the nauseating realization that he was sitting on what once was Keef.

Struggling through the pile, he forced himself to look for something sharp. An edged rock, a piece of glass, a bone shard, anything. Nothing presented itself. The creature, apparently, had a bone fetish and kept them all well preserved, despite their haphazard placement.

"Hurry, stink-beast!" Zim whispered.

Dib removed his glasses, muttering, "You owe me big, spaceboy." He knelt on the ground and threw them on the ground. Glass flew, scattering around. Putting his face close to the ground, Dib squinted, searching for a good-sized shard. On finding one, he took off his shirt and used the material to pick up the shard.

"Over here," Zim urged, his voice shaking.

"Keep talking, it's hard to see right now." Guided by Zim's voice, he fumbled toward the Irken, only stopping at Zim's harsh warning.

"Stop! For the love of Irk, or you'll get tangled for good! Then you are useless to Zim!"

Growling, Dib leaned in close. He could make out the strands and where they held Zim. Carefully, he laid the edge of the shard against one of the strands blocking his PAK and began to saw back and forth.

"This doesn't change anything, you know," Zim's voice had regained a bit of confidence. "I will still destroy you."

"Yeah yeah, and I'll see you on the autopsy table, alien scum, but after we get away and set a trap, right?"

"Yes, yes, whatever." Zim sniffed dismissively. "Are you almost done?"

"Almost," the last entrapping strand parted, leaving a single opening in the PAK free. "This one's clear," he said, tapping the pink dot. He sprang back as a mechanical spiderleg shot out from it, stabbing at the webbing that held Zim. Within seconds, it was hopelessly snared. Dib groaned. "Stupid, why didn't you use your laser to melt it away?"

Zim snapped, "Because, uh, I AM ZIM! And I am a genius. So... so... silence! And clear another part of my PAK."

A few more minutes, and Zim was able to extend a second spiderleg from another opening, this time taking careful aim at the strands and firing short laser bursts. Within minutes, he fell from the web. Instantly he stood, triumphantly exclaiming, "I AM Zi--" The color drained from his face and he wobbled, red eyes glazing over. Alarmed, Dib moved forward, catching him as he fell.

"Idiot! Did you think you could just stand after hours of being upside down?" Frustrated, he yanked Zim's arm around his shoulder, supporting him, and half-dragged him toward the mouth of the cave. As he reached the opening, a sibilant voice froze him mid-step.

You think you've won, you think you're free

But know this, prey, assuredly

You have advantage in the light

Remember that I eat at night.

It was fifteen minutes before Dib came to his senses, still running as fast as he could, and screaming. He realized he must look a sight, dressed only in stained boxers and dragging a green-skinned kid with long metal appendages trailing from behind, but the thought was quickly shoved away. He had more important things on his mind, namely, survival. And at the moment, survival lay in the direction of Zim's house.