"Okay. I want you to lie perfectly still," the nurse practically sang, as she descended on Lazarov's earlobe, clicking a pair of forceps.

"Come on…" the nurse cooed.

Lazarov kept his eyes fixed on Anita, and her meticulously sculpted brows. She grasped his hand tightly, giving him a reassuring squeeze whenever he flinched.

She tried to keep her revulsion from escaping through her expression.

The nurse had grabbed onto the creature, and was carefully trying to extract it from Lazarov's ear.

The thing was a tiny brown spider, no wider than a thumbnail; a miniature version of the creatures crawling all over the Moonbase. It was struggling, fighting off the nurse's forceps.

It slipped free from her grip, and retreated back into Lazarov's ear, as if this were its home – from where it refused to be evicted.

"Oops," muttered the nurse. "This one's a tricky little critter…"

The spiderling's eight legs slid back into the darkness, and disappeared from sight.

Lazarov jolted sharply upright.

"Stay still, please," the nurse insisted.

Lazarov shook his head, quivering. His eyes, brimming with fear, started darting around, as if searching for something to focus on.

"I can feel them!" His voice was frail.

"Them…?" Anita uttered.

Simmons stood up, risked moving a step closer. "What's going on?"

"Oh my god. They're inside me," Lazarov realised, barely able to contain his horror.

He shuddered, pulling at his vest.

"They're going to… just like them …" he whimpered between gasps of air, trying to shake the thought of the dissolved corpses from his mind. That was going to happen to him.

"There are spiders inside him!" Anita hurriedly deduced. "Quick! Grab the antitoxin!"

Simmons snapped out of her state of shock, and lunged for one of the test tubes. Drawing on a sense of professional calm – which overpowered her anxiety of being attacked by giant spiders – she filled a syringe with the substance, and passed it to Anita.

Anita clamped Lazarov's arm to the examination table, and jabbed him with the needle.

Lazarov, his teeth clenched, uttered a guttural roar.

Anita stepped back. Would it work?

His eyes met hers. He was terrified.

Something began to seep out of him, like trails of blood.

It wasn't blood. They were spiders. Eating their way out of him. Tiny hatchlings, crawling out of his body, digesting it along the way.

Simmons raced over to the intercom panel, and hammered on it. The moment she heard Professor Lakowsky's voice, she yelled:

"We need help. Where's the Doctor? We need the Doctor!"

Anita could do nothing to help as Lazarov fruitlessly scrabbled at his skin, where tiny spiders were emerging from gaping pores in his flesh.

The worst part was that Lazarov was acutely aware of everything that was happening to him. There were spiderlings swarming all over his body, pouring from every orifice they had made, and burrowing back into him to feast. He started screaming.

Anita clapped her hand to her mouth, unable to contain a wave of nausea. The antitoxin hadn't worked. Lazarov was being eaten alive.

Within minutes, there was nothing left of him. His skin, his face, his eyes, were consumed by the creatures. The moment his terrible scream was cut short, she knew he was dead.

The spiderlings finished him off; Anita and Simmons backed away. The creatures cascaded from the table, a pool of deadly Arachnids swelling across the floor. The nurse was cut off – trapped on the other side of a lake of swarming spiders.

Something thumped on the door. Anita whirled round. It was the familiar wiry profile of the Doctor.

"Doctor!" Simmons yelled.

"Simmons?" the Doctor roared in response.

The Doctor hammered on the door again, the red glow of the sonic screwdriver obscuring his figure through the frosted glass panel.

"Unlock the door!" he yelled.

Simmons assaulted the door panel. She realised with a sinking feeling that: "It isn't locked!"

The red glow vanished, and the Doctor ran his fingers down the doorframe.

It had been webbed shut. The Arachnids' webs were so strong, it would be impossible to force the door open.

Shah shot him a frantic look.

"Stand back. I'm going to break the glass."

"How?" cried Simmons, recalling the nurse's words. "There's no way you'll be able to break it."

"I'm the Doctor!" he shouted, raising the sonic screwdriver. The shrill whistle was deafening.

Cracks trickled across the glass pane, spreading like the Arachnids' webs.

The window exploded into a thousand shards.

The Doctor and Shah pulled Simmons through.

Anita raced over to the workbench, and grabbed the last of the antitoxin samples first, before she climbed through the opening.

The Doctor stretched through the doorway, and reached out with the sonic screwdriver.

The nurse was still cornered on the other side of the room, her escape blocked by the stream of Arachnids.

"Come on!" the Doctor yelled.

"Is there anything you can do?" Anita asked.

"I'm trying to attract the Arachnids' attention, but it's not working," the Doctor growled.

He watched the spiderlings swarm up the nurse's legs, and she screamed. There was no way to stop them. She was dead.

With great regret, the Doctor withdrew. He didn't watch, as she was consumed by the hatchlings.

Simmons and Anita stared at the Doctor, at a loss for what to do. His features were grave.

"We still have the antitoxin samples," Anita broke the silence.

"That's not going to work," the Doctor stated. "The Arachnids are one step ahead of us. They've tampered with your machines. They're not going to let you finish the job."

"Where's your phone?" the Doctor thrust his palm towards Simmons. "We need the spiders to stop whatever they're doing, now."

Simmons handed him her phone, and he quickly dialled Charlie's number. He pushed it to his ear as he led them back down the corridor.

"Arachnids are incredibly intelligent," he explained, as he waited for Charlie to pick up, "I'm certain we can reason with them. Why aren't you answering?"

The Doctor checked the phone. It was still dialling.

Something was wrong. He broke into a run.


Charlie was not as successful as he'd hoped.

He'd tried speaking to the Arachnid. If it did understand him, it made no attempt to communicate.

He was just about to give up, and go and find the Doctor, when he heard the words.

I'm sorry.

Charlie's brow twitched. What?

He was certain that that had been the Arachnid's voice. But what did it mean? Why was it apologising?

Charlie turned to Private Chase, who was staring at him with a puzzled expression.

"Did you…?" Charlie faltered when he saw it.

Chase twigged when Charlie's jaw dropped, and followed the direction of his gaze.

There were two hairy, muscular Arachnids creeping across the ceiling. They were both larger than the engineer spider.

O'Neill cried out in terror, and made a break for the exit.

The soldiers raised their weapons, but they weren't fast enough. The Arachnids plummeted from the ceiling, one landing on the floor with a heavy thud, the other collapsing on top of one of the soldiers, pinning him to the ground.

Charlie glanced at the engineer Arachnid in desperation, wondering if it would help him. He decided that it probably wouldn't. There was no way out.

The Arachnid poised over the soldier on the floor, bearing sharp fangs, and plunged them deep into his chest. He roared in agony. The flesh around his wound immediately began to blister and decay, melting into a blackened sludge.

Charlie backed away, his throat grasped by invisible fingers. The man was dissolving right before his eyes.

Chase fired a hail of bullets into the other creature's abdomen, sending a spurt of blue slime flying into the air.

The first Arachnid, still dripping with the soldier's remains, scuttled towards Charlie.

He was going to die, Charlie realised. The creature was going to reduce him to a paste. This was it. After all he'd survived with the Doctor, this was finally it.

The Arachnid pounced at him, and pummelled straight into his chest, knocking him clean off his feet. He crashed into the metal flooring, the gargantuan Arachnid hissing venomously.

He uttered a noiseless gasp as two daggers sliced into his neck.

The room began to drift away. Distant gunfire… Far-away yelling…

Consciousness slipped away.