"Ahhhhhhhhhhh!" Gwen had awoken from the sudden, recent blast, screaming out at first in fear, not knowing where she had landed, her voice piercing the whispering winds of the cool moon lit night. The large Aracnoid beast had made itself known to her, by placing one of its' elongated, sharp legs against her pale skin just above the shoulder. Forcing one of the spears from one its' appendages into her deeper, basically causing the woman to cry out even more. The pain she was now feeling, was terribly unbearable. It almost felt as if her whole body were catching on fire. Gwen hesitantly looked up at this point, only wishing that she hadn't. Letting out a high pitched like squeal, the monstrosity hovering just above her leaned in even further, getting itself that much closer to the frightened red head's face. Its' heavy, heated breath alone, was making her feel as though she just wanted to let all of her senses go, and vomit. It was thick, and it smelled of pure hatred and utter death. The young woman winced a bit more in pain, as the alien leaned in even closer, almost crushing her under its' large, massive weight. Just as Gwen was about to summon up her manna to try and fight the bug from hell off of her, a familiar voice began to speak, signaling the creature to hold off on its' cruel intentions.

"That's enough, Racknura." Orthos breathed, putting a comforting hand against the hide of the beast. "We don't want to hurt her just yet. …Remember." He pats the back of the arachniod once more. "I still need her alive." He finished, walking closer to the girl who was trapped against the dampened forest floor, Gwen's eyes naturally widening with fear.

Without so much as giving it a second thought, Gwen tried to fire a couple rounds of her glowing pink orbs towards her captive. But, to no avail. Not so much as even a crimson spark spat from her slim like finger tips. Ignoring her gut instincts, and not even skipping a single heart beat, she aims yet again, putting more of an effort into her sparkling, spell binding retort.

But, the same results came, and went, nothing was happening in her favor. Gwen had now been rendered useless. "But how?" She thought to herself, as her breathing became more labored by the seconds from the mere thought of not being able to defend herself.

Orthos kneeled himself down to her level, answering Gwen's hidden thoughts of confusion. "I bet your wondering why you can't use your special abilities my dearest Gwendolyn." He smiles carelessly, reaching his hand out to caress one of her blood colored cheeks. "That's simple really, and I'm sure you of all people would find this absolutely fascinating, because you see…." He lets out a small chuckle, lowering himself towards her, as he whispered gently into her ear. "I've paralyzed them, you, cannot do a thing…."

"What?" Gwen finally sputtered out, swallowing the heavy bile that had recently built up inside of her throat. "What d-do you m-mean I-"

"Did you honestly think that my creature of perfection had pierced that supple, soft skin of yours for no good reason?" Orthos interrupts, standing up from his squatting position, while walking out, and about around her. How it amused the man to no end that she was scared, and so vulnerable. It amused him beyond anyone's sane comprehension. "Tsk, tsk." He continues, waving a teasing finger into the air in front of his smiling features. "And here I thought you were the smart one."

Gwen couldn't believe what she was hearing. Now she knew why these particular species of alien were here on earth. They were more like a walking, living, and breathing serum of paralyses, it's acid like spit it poured out, was just a natural defense mechanism. Now that Gwen had thought about it, there had been plenty of earth species of bugs that had the same exact features bestowed upon them. How could she have been so stupid, so blind? She was in fact smart enough to know better. But, here she was all the same, lying flat on her back, and ultimately powerless. "I should've known." Gwen mumbled under her breath, her eyes narrowing in anger. The pain in her shoulder wasn't helping the situation either, and no matter what happened to her from her on in, she wouldn't let Orthos see her become entirely vulnerable, and terrified. The red head had to stand her ground, to stand firm, if she wanted to make it out alive.

"Don't be too hard on yourself, my dear." Orthos chuckled, resting his arm over the beast next to him. "You can't possibly know everything that I do." He smiles wickedly towards her, his said grin running chills up and down the girl's spine in disgust. "Were would the fun in that be, if you knew my every move? Honestly…" He pauses for a moment, taking in a deep cool breath. "Would you even be here for this little reunion of ours, if you had all the details to my devious plans?"

"This isn't a game Orthos!" Gwen shouted out, her head feeling slightly dizzy on her sudden outburst, but she paid no mind, and continued. "What you're doing is completely wrong! Think of how many innocent lives you've hurt by trying to get to me!"

Orthos laughed at the girl's sad efforts of reasoning. "Do you think that I could honestly care less?" He spoke ever so calmly, as he always did. "I have what I need. I have all that I could ever want." He carries himself back over to the young woman pinned to the ground. "Your power, combined with what I have already stolen from countless others, will make me virtually unstoppable." He clenched one of his fists, bringing it up to his cold, emotionless features. "I will rule all who live here, and you, my poor pathetic excuse for a manna based being-" He cups her tattered face into his hardened hands. "Will die…. And that, Gwendolyn, is my devoted promise to you." Orthos stood back up from the ground, signaling to the large monstrosity to pick Gwen up off the forest floor. Only then did Gwen realize, not only were her powers paralyzed, but now, her whole body had been as well. The pain she was receiving though, was still coursing through her veins like wild fire, feeling as if thousands of tiny needles were constantly boring into her delicate skin, and she couldn't help but let out an ear piercing squeal as her body drifted up slowly, away from the ground. "Take her to my quarters." Orthos demanded. "Make sure that she's 'comfortable'." He cocks his head to the side, grinning like the mad man that he was. "We want her stay with us, to be an experienced one that she will never forget."

Then, the purple sphere that sat upon the ancient wooden pole Orthos held tightly in his hands began to glow. Lifting his eyes on to the bright light, his sight began to dance with a heated danger, and in slight amusement. "Looks like we have company." He huffed under his breath in annoyance, turning his attention towards his mutated bug companion. "Racknura, give her to me."

Racknura complies, dropping her instantly at Orthos' feet, Gwen in return let out a deep gasp in pain as she hit the ground below. "Gently you fool!" The ex-plumber scolded, his hand glowing crimson with anger. The creature backed away in fear, but obeyed none the less by picking her back up, and gently placing the red head into the man's arms. "Now." Orthos' began once more, bringing a sinister smile upon his lips. "It seems that we have some unwanted guests…" His eyes narrow in seriousness. "Take care of it. We don't want any of them to spoil Mine and Gwen's happy reunion, now do we?"

With that, Racknura headed towards the location of the three unsuspecting plumbers, but before the creature reached no more than a few feet away, Orhtos stopped it once more, and with a head of warning spat out, "And if you value your pitiful life, you won't fail me. Take them out perminantly. Show no mercy. Understood?"

Low clicking sounds coming from the mouth of the alien confirmed that it had no choice. That it was going to do whatever Orthos bid it to do. Satisfied, Orhtos turned, and started to head back to where his hidden fortress lied… After all, he had "bigger fish to fry".

LOVE. LOVE. LOVE.

Max, Ben and Kevin had been running through the dark forest for the last twenty minutes since the blast had occurred. Ben trying hard to hide his wanting to panic, while Kevin felt ever so guilty for letting Gwen slip through his fingers after he had promised the young girl that nothing would ever happen to her. Max of course sensed this, and spoke up out of concern.

"Kevin." Max sighed, trying to catch his breath from running so hard. The older plumber wasn't as young as he used to be. "This isn't your fault. You didn't know-"

"Explain to me how this isn't all my fault?" Kevin growled back, keeping his focus straight ahead of him. He didn't want Max to see the fear, and worry hidden in his eyes. "Because, with everything that's happened so far, I don't see how any of this isn't." He finished, running faster due to his anger. After all, he didn't have anything to pull out his growing aggressions upon. At this moment, there wasn't even a single sturdy tree around to be able to bring one of his fists against it. Well, he did think about taking it out on Ben, but… The team needed the younger man to try and help bring Gwen back home safe and sound, so, that first option wasn't even close to being available.

"No." The old man replied, grabbing the raven haired man by the shoulders, bringing them both to a dead stop, Ben, naturally following suit. "How were you of all people, supposed to know what was going to go down, Kevin? Even with the experiences that I received over the years, couldn't have predicted something like this."

Kevin looked away from Max's comforting face, and snorted roughly under his breath. "Still doesn't mean a damn thing to me." He heavily sighed, clenching his fists, hard. "I could've done something, anything, to help save her." His voice had began to rise. "I should've protected her from that blast! Shielded her somehow, but no... I let that Orthos freak take her away from m- ..Us!" He said, correcting himself from the embarrassment. Max caught onto his little slip of the tongue though, but, decided to let it go. At that moment, it just wasn't the proper time or place to be talking about such things as Kevin's complicated love life.

Max lowered his head in defeat. No matter how much he would try to argue reason with the Osmosian, he also knew that it wasn't going to do either of them any good. Kevin was dead set on blaming himself, and there was nothing the older man could say or do, that would eventually change the hard headed kid's mind...

Suddenly, the sound of trees breaking from all around them brought the Plumbers back to reality. "Guys!" Ben wailed out, running towards his friends to regroup. "We've got company!" He pointed just to the left of where they were standing, as one of the arachnoids came out from the shadows it hid in.

"This big ugly is mine!" Kevin shouted out loudly, absorbing the matter from a large stone that was just to the right of him, letting out one big emotional battle cry, and running with all that he had towards the oversized alien beast.

"Kevin!" Ben and Max cried out in unison. Kevin, at this point, obviously wasn't thinking things through, and his teammates already knew that he was going into this heated battle blindly, Gwen also, wavering heavily on his mind.

"How did you guys beat the last arachnoid?" Maxed asked as he fired one of the laser weapons he had stashed against his side. "You guys did defeat it before, right?"

"Yeah." Ben replied, flipping through the dial that sat upon his wrist. "She said something about the undercarriage being vulnerable, almost thin, or something along those lines."

Max nodded in agreement, still firing rounds of electrified bullets at the creature, the said rounds only slowing it down, bouncing off the thick hide of the thing. It wasn't doing much of anything else. "Sounds like you may be right, Ben." The old man said, gritting his teeth in a fury. Then, a deep, hurtful cry broke Ben and Max's little conversation, and Kevin had flown right on past them, hitting a nearby tree as he finally fell on the decent, with a hard, bone crushing 'thud'. Max rushed over to help the younger plumber, while Ben finally smacked his hand against the ultimatrix, a green glowing light engulfing the already starlit skies.

"RAATH!" The orange fuzzy cat like beast crowed out, bringing his large fists into view. "HEY, YOU!" Rath pointed at the creature in a heated fashion, as the big bug in return, looked back to the tiger's general location, and began taking a few steps towards its' new recent threat. "JUST WHO DO YA THINK YOU ARE BIG UGLY BUG MAN? SERIOUSLY! SMACKIN' STUPID MORONS INTO NEARBY TREES IS SO NOT COOL!"

"Hey!" Kevin growled out, as Max helped him up to his feet. "I am not a mor-"

"Save it." Max scolded, narrowing his eyes in disappointment, while grabbing his gun off the ground, in the ready to fire it at will. "We fight the enemy. Not each other."

Kevin nodded, and sighed in defeat, reaching for the old man's weapon before any of them ran into battle, he absorbed the fine metal casing with ease. This material however, was much, much stronger than any solid rock or any other surface that he could ever find. With being in a forest, there weren't too many items to choose from. Wood would only cover him for a short amount of time, and stone, yes it was efficient, but, that would have eventually fallen off of him in the matter of seconds with this particular type of creature. Kevin needed the best of the best, and Max's firearm seemed like a fine candidate in this type of situation.

Rath gained his speed as he ran up to the destructive alien. It spitting out hot acid like slime from its' opened, jagged mouth. The tiger dodging as best he could, while trying to get a direct hit on the top of its' head. "HOLD STILL!" The tiger cried out, as he jumped upon the back of its' neck, desperately holding on for dear life. "HOW IS RATH SUPPOSED TO TEACH YOU A LESSON IF YOU DON'T HOLD STILL!"

Racknura spun around swiftly, trying to knock Rath off of its' back. But the feline clung on, not showing any signs of slowing down. Letting out its' signature like squeal, it finally spun on last time, flinging Rath to the hard ground below.

"OW! NO FAIR! YOU TOTALLY CHEATED!" The tiger growled furiously, while wiping his fur off as he got up from the dirty flooring. "NO MORE MESSIN' AROUND BIG UGLY BUG MAN!" Rath grins. "OR SHOULD I SAY, MR. MC CHEATER PANTS... YEAH, DEFINITELY MR. MC CHEATERPANTS! SEE? IT TOTALLY WORKS FOR YOU!"

Just as Rath was about to make his final pounce, Grandpa Max stopped the overly aggressive feline. "Ben, wait!" He called out to him, reaching an extended arm out towards his grandson. "It'll take all three of us to bring this creature down!"

"WHAT! BUT I-"

"Ben!" Max scolded in warning once more, while furrowing his brow. "Don't back sass me son. Appolplexian or not. I will take you down myself." Max now, was folding his arms over his chest, showing the young hero he wasn't going to stand for that kind of attitude against him.

"BUT… I… OH COME ON!" Rath drops his arms in defeat, making Kevin for the first time, since Gwen's disappearance, laugh under his own breath at his friend.

"Kevin and I will distract it, while you get under the thing, and put a stop to it for good." Max continued, getting right to the point, while still firing his laser cannon at the thousand ton arachnoid.

"FINE. WHATEVER!" The forlorn tiger retorted, moving himself into position.

Max and Kevin ran to the beast, Max firing at all the sensitive areas between where its' legs connected with its body, and Kevin using his makeshift hammered fist, slamming it against its knees. Twisting and dodging his way under the belly of the beast, Rath looked over just in time to see the Arachnoid fling one its prickly appendages at Grandpa Max, sending him flying high into the air, hitting the ground forcefully, and knocking the wind out of the old man. Max just laid there, not moving a single muscle.

"Ben! We've gotta stop this thing now!" Kevin yelled out, as he too saw the old man hit the forest floor, desperately hoping that he was alright. Kevin had always looked up to the retired plumber, he was like a second father to the raven haired man. He wouldn't forgive himself if he lost the old man too. For that matter, Gwen would be absolutely devastated if she knew her grandpa had sacrificed himself by trying to save her.

Rath's eyes widen on seeing his grandfather go down. "OH! YOU ARE SO GONNA PAY FOR THAT ONE!" The tiger instantly rolled himself out of the way from another potential blow, Kevin, trying his best to distract the creature with the only way he knew how. By pissing it off, and making the beast to look only at him, and nowhere else. This gave the hero time to rush under the underbelly of the thing, and with a simple long jump up from the ground, Rath forced one of his extended claws into the monster, slicing its' stomach all the way down to its backside. The beast automatically keeled over in pain, letting out a shriek of terror before it landed silently to its side. The alien's breathing had slowed down, finally, coming to a full stop in dead silence.

Ben's watch had finally timed out, leaving both young adults breathing heavily from their recent fight, and they turned their attention onto Max, who now, seemed to be fine, kneeling himself down onto the grass below him, running one of his hands against the emerald strands of weeds, touching it with just a single finger tip.

"Blood." Max whispered, his voice echoing loud enough for Ben and Kevin to hear.

The boys rushed to the old man's side, kneeling themselves down as well. Ben, who swallowed his fear down hard, was the first to speak. "It.. It can't be." He gasped, tears filling up into his dark green pools. "She.. She."

"N-no." Kevin heavily breathed out, standing up off the ground, pointing his index finger forcefully at the evidence before him. "This… This isn't hers…" He looks back up to Max, slightly hopeful. "Right? This just has to be someone's cruel idea of a sick joke!"

"We'll find her." Max replied, his eyes showing sadness, confirming Kevin's worst fears. "There's not enough of it here to suggest that she's lost a lot of blood, and it doesn't seem to be trailing anywhere." He lets out a heavy fearful sigh. "She's injured, that's no lie. But more importantly, she is alive… For now."

Kevin heatedly turns himself around and away from his teammates. He didn't want them to see him fall apart as his anger threatened to fall. "This is all my fault." Kevin mumbled under his breath, his knuckles turning white from clenching them so hard. "I never should have-"

"Kevin." Ben sadly sighed, seeing how distraught the man really was, and brought himself up from the ground as well, while putting a gentle friendly hand upon the Osmosian's shoulder. "Grandpa Max said that she's still alive, we'll find h-"

SMACK!

Ben stumbled to the ground as Kevin's fist collided with the side of his jaw, and he sat there totally dumbfounded, as Kevin began to lash out all of his aggression towards the young hero.

"Kevin!" Max yelled, grabbing the raven haired man's shoulders, trying to hold him back.

"You don't know anything!" Kevin continued, his eyes showing hatred, and pain, not caring in the slightest that Max had him restrained. In reality, it was probably for the best. "How do we know that she's not already dead, lyin' alone in a ditch somewhere, huh!" The tears at this point were now falling from those deep, dark orbs of his.

Ben kept staring on at him, speechless. Truth be told, he didn't know for certain, he had no justifiable answers to his friend's questions. Until they find proof stating otherwise, the young boy had absolutely no clue. All he could do was hope that when they do find her, she would still be alive… That's all the hero had as reassurance for Kevin, and at this point, it wasn't enough.

"Kevin." Max said again. "Calm down. I know for a fact that Gwen is still alive."

"H-how.?" Kevin replied hoarsely, turning himself around to look at the old man who was standing behind him.

Max dropped his hold he had on the boy, and smiled. "I have this nifty little device that can read the aura of her anodite signature, and this little guy here, is telling me that it's pretty darn strong."

"Where did you get that?" Kevin replied pointing to the alien device in shock. "I thought that-"

"Doesn't matter. We all know that she's still alive, thank god." Ben said, who was now off the ground once again, as he rubbed the left side of his jaw. "Man..." He sighs, letting out one of his lame-esk type jokes. "Remind me to never make fun of your girly punches ever again."

"Sorry 'bout that." Kevin half sheepishly smiled, while shoving his friend back in a playful like manner. "Some way or another, we'll find a reason as to why you deserved it…." He grins wider, furrowing his brow in amusement. "Eventually."

Ben simply just rolls his eyes in retort towards the ex-con.

"Come on." Kevin said with a bit more confidence in the tone of his voice, quickly changing the subject, as he glared into the darkness that had surrounded them. "Gwen needs us now more than ever, and we have to make sure that the nut-job who has her, will pay dearly for what he's putting her through."

Max and Ben couldn't have agreed more, and retreated themselves in the direction towards Orthos...

WOOO! UPDATE! :D My deepest apologies of it being late though. I had been wracking my brain on this one... Ugh.. Anyways, I hope this tickled your fancy! Lol! Thanks to everyone once again for the AMAZING reviews! You all have given me something quite special that I enjoy. :D Thank you, thank you!

And as always, please leave a review on this one too!

Thanks ever so much,

The Spoon. :D