Cashagon: Hmm, I don't know, maybe. Tis a secret :P

Guest: Venom? All I can say is, spoilers :P

Read and enjoy! And when you're done, leave a review! :) I'll give you cookies?

Disclaimer: I don't own Spider-Man or Doctor Who.

...

"Ah...we might have a slight problem," the Doctor said, after poking his head out of the TARDIS.

Spidey's lenses gazed at him. "Let me see," he said quickly, before gently moving the Doctor aside and peeking out the door.

Outside, the room was no longer quiet and eerie. Instead, it was swarming with at least a dozen police and swat officers, who were examining the scene and had set up yellow tape around everything, including the TARDIS.

Silently, Spidey moved back in and shut the door lightly. "Well, they certainly took their sweet time getting here," he commented, before looking up and addressing the two of them. "Don't worry, I'll deal with this one," he said. "I just hope you're not afraid of Spiders," he teased, with an invisible wink, before turning back and sneaking carefully through the small opening of the door when the officers' backs were turned, crawling up the wall of the TARDIS.

"What's he doing?" whispered Amy, who had suddenly appeared at the door behind them, as they looked through the small opening.

"Restraining them, I would presume," Rory answered calmly.

"Where'd he go?" Amy asked, trying to look.

"I don't know, I can't see him, and what do you mean by restraining?" the Doctor asked Rory in concern.

"You'll see," Rory smiled mischievously.

Spidey climbed up to the top of the TARDIS and jumped onto the ceiling, flattening himself against the surface and hiding in the shadows.

He'd used this technique many times. It was one of the trade mark attacks he often used to neutralise threats - 'Stealth Attack', one of his favourites (if he must say so himself), as it consisted of him using similar abilities and strategies to that of a real spider. 'Stealthy and silent, just like sneaking up on prey', he thought.

A small invisible smile spread across Spidey's face, as he waited in anticipation within the grey walled, grey carpeted room for an unsuspecting cop to not be paying attention.

And soon enough, he got his chance, and slowly began to creep across the white ceiling.

"There," Amy said, as she noticed Spidey slowly crawling along. "What's he doing?" she asked, as he came to a stop above a lone cop.

Slowly, they watched as Spider-Man shot a web at the ceiling between his feet, and began to slowly descend, while hanging upside down, until pausing, just above the man's head. He then let go of his web, clinging onto it with his feet instead, and spread his arms out on either side of the guy, as if waiting to strike, like a predator.

Suddenly, Spidey grabbed the man, quickly gagging him in the process, and scampered back up the web with lightning speed, wrapping the man up in a thick, silk cocoon, before sticking him to the ceiling, letting him hang there.

Rory had to clamp a hand over Amy's mouth, so as not to alert the rest of the police to the misfortune of their colleague, as Amy had gasped. "Shhhh," he whispered, while watching Spidey, who looked at them briefly, before carrying on to the next target.

Spider-Man quickly moved on to another cop and repeated the process, successfully creating two large cocoons of web hanging from the ceiling, which soon became three, then four...

That is, until, Spidey started being cheeky, and tapped the next target on the shoulder, causing him to look round, and then tapping him on the other shoulder, successfully confusing the cop before grabbing and webbing him up.

With another, he descended down beside him and lowered himself enough to be visible and whispered, "shhhh", with a finger across his lips, before grabbing and webbing him up too, scaring the living daylights out of the poor guy in the process.

With another, he pinched him on the backside, one he tickled on the head, and another he nicked his gun.

By the time he was done, there was only one cop left, who seemed to have somehow managed not to notice his team slowly being plucked out of the air one by one. That is, until he did, with the silence becoming just a little bit suspicious, and he quickly turned around...only to be greeted by 11 wriggling bundles of web.

"SPIDER-MAN!" he yelled at the top of his lungs, looking around for the culprit.

"Now, now, don't yell." came a voice from just above and behind his head, causing the man to spin around quickly, to see two large bug eyes emerging from the shadows. "There's no need to shout, I'm right here you know," Spidey said lightly, crouching on the ceiling.

"What is the meaning of this? My officers are hanging from the ceiling! Get them back down here right now Spider-Man, this is no time for practical jokes," the man ordered.

""Hmm," Spidey said, resting an elbow on his knee, while his other hand stroked his chin, as if contemplating his thoughts. "Well, I could just let them go, but that would be no fun," he said, causing the man to sigh in extreme frustration. "Unless," he continued, while shooting a strand of web and once again descending downwards, until he was hanging right in front of him, "you say please?" he teased, cocking his head to one side. He was playing with the officer, who happened to know this all too well.

He let out a deep sigh. "Spider-Man, what is this all about? We..." Spidey quickly grabbed the man and cocooned him up, knocking his cap off in the process, and stuck him to the ceiling with the others.

"Sorry, we have some serious business to attend to, and can't have you lovely boys in blue getting in the way," Spidey said, while leaping down and fetching the cap, before leaping back up again. "I do hope you understand. The webbing will dissolve in about an hour, so, have fun hangin!" he said, popping the cap carefully back on the man's head (who happened to be upright) and giving it a pat. "Cya!" he said cheerfully, causing the man to struggle all the more, before leaping back down to the TARDIS and moving the tape out of the way to find a group of people standing in the doorway, having a hard time keeping a straight face.

"That was both creepy and funny. Funny...and creepy, at... the same time," Amy was saying as they walked out, while pointing absentmindedly around at Spidey.

"Well, that's one way to deal with it," the Doctor commented, poking one of the masses who wriggled in response, before turning back to Spidey with a childish, happy grin. "Right then," the Doctor said, clapping his hands together. "Let's go!" he exclaimed.

The Doctor, Rory and Spider-Man quickly made their way across the room and past the policemen, who were all wriggling and glaring at them. And as soon as they moved past the door, the Doctor tapped his ear piece.

"Amy, do you copy?" he asked.

Amy quickly shut the TARDIS door and ran up the steps. "Loud and clear," she answered.

"Alright, can you check the cameras and tell us where the Dalek is?" the Doctor asked her, as they walked along.

Amy quickly pulled the screen around on the console and looked through the images.

"Ah, it's currently two floors down from the top, moving slowly towards you," Amy replied.

"Right," the Doctor said. "We good with the plan?" he asked, looking towards Spidey and Rory.

"Yep," Spidey said.

"Dandy," Rory added, and the Doctor then threw his arms out around both their shoulders.

"Good," he said cheerfully, as they made their way up the first set of steps.

"Ah wait, the Dalek's doing something. It's just headed into a room three floors down," Amy suddenly said, watching the Dalek on screen as the others reached the seventh floor down.

"Looking for more parts, ok, if we're going to do this we'd better hurry up with it. Spidey, can you go ahead and distract the Dalek, leading it away while we sneak up, like we discussed?"

"Sure thing Doc," Spidey replied, taking off and swinging forward.

"Rory, with me," the Doctor said, ushering Rory to follow him.

"Where're we going?" Rory asked, confused.

"Hiding," the Doctor replied when they reached another floor up, and ushered him through the closest door, easing it shut behind them. "Alright Spidey, the show's on you," the Doctor said into his ear piece.

"Copy that," he replied, as he crawled along the ceiling on the fourth floor, before dropping down and leaning his back against the wall, checking that the coast was clear up the final set of stairs, before scrambling up the railing.

He quickly did a back flip off the other end, and cautiously leaned against the wall in the empty hallway of the third floor.

Slowly, he reached up a hand to his odd ear setup. "Where's the target?" he whispered.

"Ah, in the fourth door from the end of the corridor to your right," Amy's voice came through the device, as she observed his position through the camera.

"Alright, now would be a good time for you guys to tell me a little bit about exactly what I'm dealing with," Spidey mentioned, while keeping his eyes on the said door.

Amy (back on the eighth floor down) contemplated her answer. "Doctor?" she asked.

"Ah, right, yes," came the Doctor's reply from he and Rory's hiding place. "The Daleks are a highly advanced race of alien beings from the planet Skaro, and..., are very old enemies of mine," the Doctor said, saying the last part quietly.

"Aliens? But it's a Robot," Spidey observed.

"No, it just looks like a robot, but it's actually a robotic shell with a living creature inside, a very sick living creature, who's removed all emotions other than pure hate. That being the only thing left. They believe they must destroy any living thing that is not also a Dalek, and won't stop a second before killing anyone. You have no idea how many times I've had to save the universe from those things," he said darkly.

Spidey gulped audibly. "So, how do I stop it?" he asked.

"Well, you can't really, that shell is practically impenetrable. You'll just have to distract it," the Doctor answered.

"Alright, then how do I not, get killed?" Spidey asked, weighing his options.

"Well, the guns are extremely dangerous, get shot and your dead; so, try not to get shot."

"Right," Spidey replied.

"The eye stalk is the most vulnerable part, but you'd need a hell of a big shot to take it down, and you won't be able to blind it," the Doctor continued.

"Yeah, already tried that," Spidey informed.

"So the best option is to just, run, basically, and make sure it follows you, while we get to that teleport," the Doctor summarised.

"Yay, this is going to be so much fun!" Spidey said sarcastically.

"Focus," the Doctor told him.

"Sorry," he replied, before taking a deep breath and letting it out in a big, heavy sigh. He was met with a long silence on the other end of the line. "Hey, we're going to sort this, everyone's going to be ok, yeah?" Spidey encouraged softly, taking a sudden serious tone, sensing the Doctor's worry.

"Yeah I know," the Doctor replied, with a small smile that Spidey couldn't see, feeling warmed by the response.

"Yeah," Spidey said, before sucking in a breath. "Alright, here we go. Wish me luck!" he announced, before creeping down the hall.

...

Up next, does their plan prove successful? And a chase through the corridors :P Cya :)