Simmons could not believe what she had just witnessed: an enormous arachnid had just prised itself out of a control panel. Her palms were prickling where she had unwittingly touched the creature.

The spider quivered, its forelegs twitching in surprise. It clearly didn't enjoy Simmons' hundred decibel scream. The moment it recovered, it crawled up onto the ceiling, and darted across the room.

Simmons was frozen to the spot. She could see that the… thing was heading for the Doctor's workspace – and the antitoxins.

"It's…"

The spider dabbed the ceiling with its rear, and bungeed towards the workbench on a thin strand of silver thread.

"No. Nope! No you don't," squealed Anita, lunging for the test tubes before the spider could get to them.

"What are you doing?" Simmons screeched.

Anita leapt back, as the spider crashed onto the table, knocking a microscope to the floor.

"That's… that's…" Simmons babbled, terrified.

The spider coiled back, and pounced.

Anita ducked, the test tubes held close to her chest, and the spider sailed over her head, landing on the far wall.

"We need to get out of here!" Anita yelled, grabbing Simmons' arm, and dragging her towards the door.

The spider scuttled onto the ceiling again, and raced them to the door.

Simmons and Anita were scared out of their wits, and thus beat the spider to the exit, but only just.

Anita jabbed the control panel next to the door, and sealed the room.

The arachnid's glinting black eyes regarded them through the frosted glass, its feelers rubbing uselessly against the door.

"Fortunately, spiders have not yet mastered the ability to open doors," Anita whispered.

"We need to get to another lab…" Simmons croaked, feeling nauseous after the surge of adrenalin.

"The med-bay," Anita declared, pulling Simmons away from the door – to which she offered no objection. The more distance she could put between herself and that thing, the better.


The Doctor and Charlie were running down the Moonbase's maze of corridors, accompanied by half a dozen armed soldiers, including Lieutenant Shah, who was bringing up the rear.

They stopped short of the main entrance to sector three. The soldiers looked to the Doctor in bewilderment.

The corridor was blocked. A huge mass of cobwebs were strung from wall to wall, completely obscuring their path. The webs were so tightly tangled together, it was impossible to see through it.

One of the soldiers approached it, but the Doctor held him back.

"No," he warned, "Don't touch it."

"How do we get through?" Shah asked, casting an uncertain glance over the thick barrier.

"Is there any other way around?" Charlie suggested.

"There are other entrances…" Shah began.

"But I imagine the creator of this web would have covered all the entrances," the Doctor interrupted. "Quite frankly, I'd be offended if they hadn't considered that."

"So there's no way in?" Charlie asked.

"Whatever it is… is determined to keep us out of sector three," the Doctor mused. "So that's exactly why I want to get in…"

He ventured forwards, leaving Charlie and Lieutenant Shah sharing a look of confusion.

"The insatiable itch…" the Doctor mumbled, drawing a stick from his pocket, and advancing on the mass of cobwebs.

He prodded the webs, and quickly withdrew. However, the stick refused to budge – the web was too sticky – and slid out of the Doctor's hand. It swung down, glued to the web.

The Doctor made to retrieve his stick, but thought better of it.

"Oh. Never mind. It's quite a lot stronger than I thought," the Doctor informed them.

"Will our weapons be effective against it?" Shah asked.

The Doctor turned to him, surprised, and a little disappointed.

"Oh yes, shoot at it! Blow it up! Go crazy!" the Doctor grumbled. "It won't work."

Still, the Doctor moved out of the way, and Shah ordered his men to open fire.

A hail of bullets did nothing to dent the structure. The webs trembled slightly, but remained intact.

The soldiers lowered their assault rifles, and Shah rubbed his jaw sheepishly.

Charlie moved closer to examine the damage. The bullet tips were suspended exactly where they had struck; adhered to the webbing.

"There. Bulletproof," the Doctor muttered smugly. "Hate to say I told you so…"

"Then what do you suggest, Doctor?" Shah asked, a little irritably.

"I have a couple of ideas," offered the Doctor, "but I thought I'd see what Charlie has to say first."

Charlie, his ears pricking up at the mention of his name, twisted round.

Both the Doctor and Lieutenant Shah were glaring at him expectantly.

"Me?" he asked uncertainly.

The Doctor blinked. "Yes, you."

Charlie's brows twisted into an embarrassed frown. "I… I don't know. Maybe…"

He searched desperately for an idea. Searching through his – limited – experience of webs. A memory did strike him, however: one time when a group of mates were messing around with a garden spider, which had been desperately trying to repair its web.

"What about burning them?" he suggested. "It's bulletproof, but maybe it isn't fireproof."

The Doctor raised his eyebrows, nodding thoughtfully.

Charlie studied him. What was he about to suggest? That it was a stupid idea? That he was even more idiotic than the 'pudding-brains' surrounding them?

He fully expected the Doctor to shrug his suggestion off with a far better one, and begin humiliating him, as well.

The Doctor made a gesture towards the blocked corridor, and turned to the soldiers.

"Does anyone have a lighter?"

Charlie glanced down at his trainers. Maybe he was wrong before. His dark thoughts on the observation deck about the Doctor not really liking him seemed to hold no authority when actually standing next to the man in question. The Doctor's presence felt reassuring. Of course the Doctor cared – that's who he was. He cared about everyone.

The soldiers patted their pockets, and one of them produced a polished silver lighter, and offered it to the Doctor.

The Doctor seemed astonished, but accepted it regardless.

"Why do you have that?" he asked. "Do you go outside to smoke?"

The soldier opened his mouth to retort, but held his tongue.

Charlie shook his head, and smiled quietly to himself.

The Doctor crouched down beside the web, and ushered Charlie back, as he flicked the lighter's flame into life. He held the sonic screwdriver just behind the tiny, wavering flame. It erupted into a dragon's breath of fire, and the Doctor began to use his makeshift blowtorch on the cobwebs.

Within minutes, the fibres of the web began to smoulder, and eventually caught alight. The Doctor stood back, and watched as the fire spread through the cobwebs. As it burned, the strands snapped, hissing and fizzling, as if provoked by a chemical reaction.

Before the fireworks were over, Shah's personal radio crackled with a message from the command centre.

Shah plucked the radio from his chest, and passed it to the Doctor.

"It's for you."

The Doctor grabbed it, as Professor Lakowsky's voice came through.

"Doctor?"

"Yep?"

"The creatures are beginning to show themselves," The professor informed him. "We've had a number of sightings across the base. Doctor Simmons has just reported that she was attacked by one in her laboratory."

"Simmons? Is she alright?" the Doctor asked.

"I believe so."

"Great. So what are we dealing with? Have you been able to identify them?"

"No idea."

The Doctor rolled his eyes.

"Well, can you patch me through to Simmons?"

"Mm-hmm," the professor affirmed. "She's on route to the med-bay. We can contact her in one of the corridor intersections."

There were a few voices, as Lakowsky conferred with the operatives in the command centre.

"Doctor Simmons?"

"Yes?" Simmons' nearly breathless voice responded a few moments later.

"Emily!" the Doctor interjected.

"Doctor?" Simmons cried, "We've just escaped the lab. It was horrible."

"What about the antitoxin?" the Doctor asked.

"Anita and I managed to grab the samples we'd synthesised before we got out," Simmons answered.

"Well, I did, anyway," Charlie heard Anita's voice mutter disdainfully.

"Good," the Doctor praised them. "Now, what did you see? What attacked you?"

Simmons made a noise, which sounded like a shudder.

"Spiders. It was a spider!" she squeaked.

From the sound of her voice, Simmons was clearly terrified of them.

"Ohh, spiders!" the Doctor mused, excitedly.

"That figures," Charlie commented, nodding over at the smouldering webs, which were thinning out. He was already starting to see a little of the corridor through it.

"What kind?" the Doctor asked.

"I don't know! It was a spider. It was huge!" Simmons exclaimed.

"That's not terribly helpful. What did it look like?"

"I didn't really get a good look," Simmons intoned.

"Too busy running for our lives," Anita added.

"Come on! You saw it! How big was it? What colour? Were there any markings?" the Doctor assaulted them with a sudden barrage of questions.

"Oh. There were markings. Ugh!" Simmons groaned, shivering again.

"What? Tell me."

"A circuit board. It came straight out of the lab equipment. I thought it was part of the machine!"

The Doctor frowned at Charlie.

"That sounds… fascinating! Was it a robot?" he asked.

"No! It was a living thing. I know it was."

"Okay. Is there anything else you can tell me?"

By now, a tunnel had been gouged through the web, large enough for them to walk through.

The corridor beyond was dark: the lights had been extinguished, and the ceiling was strung with more cobwebs, like neglected, dusty Christmas decorations.

The soldiers quickly mounted torches on their assault rifles, and illuminated the corridor ahead. As soon as the lights came on, a dark shape skittered across the floor, and vanished through a dark doorway.

Charlie froze, his breath catching in his lungs. What was that? If that was one of the spiders, it was huge.

The Doctor grinned. "Oh, no, don't worry, I think I've just seen one. I'll call you back."

He tossed the radio back to Shah, and led the security detail through the passage.

The entrance to sector three, a heavy bulkhead door, was sealed shut. Thick ropes of cobwebs were glued across it – much thicker than the strands they had just burned through. Charlie doubted they had any chances of getting through that.

However, a smaller doorway, marked 'Plant Room', was ajar.

Shah and the other soldiers took positions around the open doorway, and forced their way in. The light from their torches spilled into the room, revealing an array of industrial gas canisters and gunmetal grey cabinets spilling with an assortment of electronics: buttons and switches, blinking lights, and now, threads of spiders' web.

The Doctor grunted in disappointment as he entered.

"This is a plant room? But there aren't any plants."

The soldiers cautiously spanned the room, white beams of light revealing every inch of space.

Lurking behind one of the tall cylinders, was the spider they had just glimpsed, shrinking as far into a corner as it could manage – its bristly legs almost forming a cage around its body.

Charlie's heart pounded as he laid eyes upon it.

The Doctor pushed the soldiers' weapons away, as the spider, seeing that it was surrounded, began to retreat slowly up the wall.

"Don't shoot it. We can't immediately assume they're hostile."

"But what about those bodies we saw earlier?" Charlie whispered.

"Perhaps they were just hungry," the Doctor replied. "Perhaps they were attacked first. Perhaps they don't realise that snacking on humans is off limits."

The gigantic spider paused, its hairy abdomen bobbing up and down, meticulously planning its moves.

Charlie struggled to comprehend precisely what he was observing. He'd seen impossible creatures, but this was something else. The thing was a vibrating mass of stubby black hairs, and darting eyes.

It must have been the way the creature moved; a giant tarantula which made Charlie's skin crawl. Even the Doctor's humour failed to calm his nerves.

The way it patted around with its legs and feelers settled the matter for Charlie that it was a living, thinking being. And not just thinking - fiercely intelligent.

There was something about this creature's presence that radiated sentience. It watched them, observing them, studying them. It made precise movements, sometimes touching strands of the web that stretched across the room, culminating in a thick bundle of near-perfect concentric circles close to the back wall.

It was the centre of this web that the spider appeared to be heading for; a web that connected every significant electrical component in the room, Charlie noticed. The threads were woven between every junction box and control panel, and straight back to the centre of the web. Based on what he had seen, he would say that the entire room was completely under the spider's control.

The Doctor bent down, as if speaking to a young child.

"Hello," he spoke as kindly as he could, as it nestled into its web, and blinked with multiple, shining black eyes.

"What are you?" the Doctor asked.

The hunched spider didn't move, but continued to stare at them, and the soldiers that were ogling it with horrified expressions.

"Not an antibody. Not one of the Eight Legs…" the Doctor turned to Charlie, who was glaring at the spider in bewildered fascination.

"Not even an overgrown house spider."

Charlie nodded in agreement.

"Which is a shame," the Doctor continued, "Eratigena Gigantea are actually quite friendly."

"Friendly?" exclaimed Charlie. A little too loudly, he quickly realised. He didn't want to startle it into an aggressive action.

"Once you get to know them," the Doctor admitted.

"I don't think these are particularly friendly," Charlie hazarded, as the giant spider shuffled uneasily. It did not take its eyes off the Doctor and Charlie.

The Doctor glared at Charlie in mystification. "What is it with you humans and spiders? Why are you so afraid of them?"

"Well, they don't normally bother me." Charlie retorted. "But when they're that big," he nodded at the creature, which must have been four or five feet wide, "they make me a little uncomfortable."

The Doctor nodded thoughtfully.

"It's different for me," he reasoned, "Time Lords are taught about arachnoids from an early age. I mean, the Racnoss were one of the most dangerous and ruthless creatures in existence. We're all sworn to wipe them out."

The Doctor scratched his chin, planning his next move.

"If we could find a way to communicate with them, find out what they're doing here?"

"I could call down a communications officer from the command centre?" suggested Lieutenant Shah.

The Doctor pointed at him. "Excellent idea. You do that."

Shah retreated a couple of steps, and reached for his radio.

"Not feeling talkative today?" the Doctor prompted the spider.

No. Evidently not.

The Doctor turned to Charlie.

"Well?"

"We're still alive," observed Charlie.

"Yes," the Doctor agreed. "Arachnids may be aggressive, but not nearly as aggressive as you humans. And they tend to be more intelligent. We've already seen evidence of that."

"The Moonbase systems… all those malfunctions?" Charlie understood. "It was these spiders making them work better, somehow?"

"Arachnids are experts in architecture and networking," the Doctor stated. "I can imagine that these would have had no difficulty navigating the base and rewiring everything."

"Experts in networking? Computer networking?" questioned Charlie.

"Of course. Look at the World Wide Web. Who do you think named that? Tim Berners-Lee? Don't make me laugh!" muttered the Doctor.

"What, so this," Charlie pointed at the Arachnid's nest, "is a web-site?"

"If you like," the Doctor mused, "it's probably monitoring the gas pumps, and browsing through everyone's internet history."

He turned to the soldiers with a wry grin. "I hope that's not going to be… problematic."

The soldiers ignored him, keeping their weapons focused on the Arachnid.

The Doctor groaned. "Look, do you have to keep pointing your guns at it? I'm sure it must be really intimidating."

"Sir, this creature might be a threat to our planet's security," Shah argued.

The Doctor shrugged. "So?"

The Arachnid suddenly stirred, and shuffled towards one of the close-by junction boxes.

The soldiers gripped their weapons more tightly, much to the Doctor's irritation.

"What's it doing?" Shah demanded.

"Engineering," the Doctor replied.

The Arachnid began fiddling with the electronics, making tiny adjustments with its feelers. The rapidly blinking lights on the adjoining machine ceased, and the Arachnid warily returned to its safety net.

Throughout the base, there were more Arachnids, just like this one, some suspended in webs, monitoring equipment, others lurking in the corridors. Some bore different markings, different camouflages.

They were all just waiting, occasionally adjusting controls. But not one individual made any moves against the Moonbase's paranoid personnel.