The Doctor only made it halfway down the maze of corridors on route to the plant room.

His pace diminished when he spotted O'Neill charging in his direction.

"You!" the Doctor yelled. "Where's Charlie?"

The communications officer looked anxiously down at his feet.

"I don't know… I didn't see."

The Doctor grabbed his shirt, and rounded on him, his nose inches from O'Neill's quivering chin.

"Is he still alive?"

O'Neill shook his head. "I'm sorry…"

Simmons could see that the Doctor was furious. There was this look in his eyes, and it frightened her a little.

"You should be," the Doctor snarled, releasing him.

Shaken up, O'Neill shot an apologetic look towards Simmons and Anita.

"Give me that," the Doctor plucked O'Neill's laptop from him.

O'Neill didn't try to protest. He wasn't sure he could withstand the Doctor's wrath any further.

The Doctor pulled open O'Neill's laptop, and examined the contents for a few moments. No clues. Nothing. He bundled it under his arm.

Chase arrived a few moments later, his gun toted, breathlessly checking behind him as he ran.

"Sir," Chase began, but the Doctor interrupted him.

"Shut up. Where's Charlie? What happened to him?"

"The Arachnids took him, sir," Chase informed him.

"What?" the Doctor snapped.

"They carried him away."

"Then he might still be alive," Simmons offered hopefully.

"Or they have something worse planned for him," the Doctor scowled.

"Rather pessimistic, aren't you?" Anita muttered.

"I'm not a pessimist. I'm a realist," the Doctor corrected her. "I need to find him, and end this now."

He paced the corridor, pulling at his hair with his free hand, and glaring at the soldiers.

"Why would they take him? What do they want him for?"

Simmons waited patiently for the Doctor to cease venting, before putting her thoughts forward.

"Where would he be?"

"Sector three," the Doctor answered. "The entire wing is sealed off. Every instinct I have is telling me that's where they've taken him. And that's where I need to go."

"But there's no way in," Shah protested.

The Doctor glared at him with such vehement energy, even Simmons had to avoid his gaze.

"No?"

The Doctor threw his arms up. "Question!" he thundered.

"How do they get in and out? Their webs are virtually impenetrable, yet they're wandering freely around your Moonbase."

No-one answered. The Doctor gritted his teeth, daring them all to respond. Simmons. Anita. O'Neill. The soldiers. Anyone.

"Can they teleport?" he asked sarcastically. "I don't think so."

Simmons frowned, drawing on her knowledge of the Moonbase's architecture.

"Ventilation shafts!" she declared.

The Doctor raised an eyebrow. "Very good."

He shrugged. "I don't actually know if that's how they're getting around, but it's how I will. The rest of you… you're going back to the command centre."

He waved them away, down the corridor.

"You're going in there alone?" Simmons realised.

"But… won't you need back-up?" asked Lieutenant Shah.

"Nope. No guns. We're still in negotiation stage," the Doctor dismissed him. "Off you go!"

The others began to do as the Doctor ordered, apart from Simmons, who remained rooted to the spot.

"You too, Emily," the Doctor told her.

"Doctor, let me go with you. I can help," Simmons pleaded.

"Quite possibly," the Doctor conceded. "But you might be needed in the command centre."

"You're not going on your own," she insisted. "You might be able to save us, and Charlie, but who's going to save you?"

The Doctor blinked, indifferent. "I don't need saving."

He sighed. "Look, I need to know that someone will stop the professor from blowing up the moon before I've saved you all."

"Anita can make sure the nuclear warhead isn't activated," Simmons argued.

"Yeah. No detonating the base. Got it," Anita assured them.

"And besides," added Simmons, "I'm sure you could do with the company."

The Doctor glared at her, cross that he had been defeated. "All right. Let's go before I change my mind."


Buzzzz…buzzzz…buzzzz…

Buzzing, like a whining insect.

The insect landed on his leg, but kept buzzing, resonating in his bones.

"Hush now, little fly…" the voice crooned.

It was a female voice, hoarse and rasping.

"Little fly, don't you cry…"

The voice seemed to circle him, edging closer, then drifting further away again.

"Oh, yes! Delicious!" the voice laughed; a giggling, childish laugh.

Charlie shook himself awake, but his vision was bombarded with a kaleidoscope of electric blue spots.

He tried to run, but his legs wouldn't respond.

His sight swirled back to normal, and looked down, to see why he wasn't moving.

A claustrophobic prickling enveloped his skin.

He was bound, cocooned in an Arachnid's web. Thick strands of coarse, wiry thread were wrapped around him from his feet to his shoulders.

He wouldn't be going anywhere.

Although, quite honestly, he wasn't sure that it would make any difference. He was surprised to discover he was still alive – and not a small puddle of decomposed matter. Although how long he would remain that way, he couldn't be certain.

Charlie looked around. He had no idea where he was. He didn't recognise the room, save that the interior design was almost identical to the rest of the Moonbase.

Not that much of the decoration was visible. Nearly everything was draped with a thick blanket of webbing. There were cobwebs everywhere, stretching across the room from dense pod-like nests. His own cocoon seemed to be part of a column, meshing seamlessly with the floor, which was carpeted with cobwebs.

With a sense of dread, Charlie realised that the nests were occupied by hulking Arachnids, each encrusted with a pattern of glowing, venomous pustules.

"Hey!" Charlie called out.

He glanced nervously around. The Arachnids remained motionless in their pods, and ignored him.

"What…" his voice wavered. "What are you going to do with me?"

"Silence, little maggot!" the shrill, female voice crowed.

He wasn't sure where the voice had come from. It seemed to reverberate up through the floor itself.

"No!" Charlie retorted, with more courage than he thought he had in him. "You've kept me alive for something. I think that entitles me to a few answers."

"Hmm…" the voice mused. "The maggot's spirit is admirable. You have chosen well."

"Chosen?"

"You will be silent!" the voice hissed. "I have no wish to end you prematurely. The feast is finer when the flesh is living."

Charlie gulped.

"You're going to eat me?" Charlie realised.

The voice cackled again.

He felt a throbbing deep within his stomach; a burning urge to throw up.


The Doctor wriggled at a steady pace through the metal shaft, using his knees and elbows to propel himself.

The vents were rather cramped – both his shoulders were brushing the sides as he moved. Fortunately, architects always made sure that ventilation shafts were wide enough to crawl through. Although this particular shaft was clearly designed for someone of a slighter stature. Plus the laptop, stuffed into the front of his waistcoat for safekeeping, wasn't making it any easier.

"Are you keeping up?" the Doctor called behind him. The passageway wasn't wide enough for him to look behind and check on Simmons' progress.

His voice echoed down the metal tunnel.

"Yes!" she called back. "Can't you move any faster?"

The Doctor's brow furrowed in disapproval, not that Simmons would have been able to see.

"Not really! It's not as easy as it looks. And I'm not as young as I was."

"Wait!" Simmons cried suddenly.

He heard Simmons shuffle cease, and he stopped as well.

"What?" he asked.

"Did you hear that?"

"What?"

"That noise?"

The Doctor sighed.

"Uh, yes. I did, actually. I was hoping you wouldn't notice."

He imagined Simmons' eyes widening.

"You didn't seriously think we'd be alone up here, did you?"

"You mean…"

Simmons fell silent, listening.

They could both hear the pattering of dozens of limbs ringing through the shafts.

"I can hear them! I can hear them!" she squeaked. "They're following us!"

"Yes, and they can hear us too," the Doctor growled, already regretting his decision to let the most arachnophobic person on the Moonbase join him on a mission of diplomacy with a race of giant spiders. "Come on – and keep quiet."

He began to shuffle again, twisting to navigate a ninety degree bend in the tunnel.

If the Doctor's navigation skills were accurate (and they usually were, he reminded himself), then they were just about to enter sector three – the heart of the Arachnid's activities.

Which meant that, because the Arachnids almost certainly knew they were coming, it wouldn't be long before they ran into trouble. It was just a little sooner than the Doctor was anticipating.

"Ah," muttered the Doctor, coming to a halt in the tight passageway.

"Why have you stopped?" hissed Simmons, glancing anxiously behind her.

The Doctor grappled with the galvanised steel, and tried to propel himself forward.

His efforts were in vain. The width of the shaft had been steadily decreasing, and it had come to the point where the Doctor was now wedged in the narrow passageway.

He sighed, and hung his head in shame.

"I'm stuck," he growled.

"What do you mean you're stuck?"

"I'm stuck! I can't move! What else does that mean?" the Doctor retorted.

The thumping of Arachnids echoing around the ventilation system was getting louder.

"Well, it can't be much further," Simmons coaxed. "We must be nearly there."

"No, we're not. There's another hundred yards to go, yet."

"Well, you got this far. Surely you can keep going?"

"No, I can't!" whined the Doctor. "It's physically impossible!"

"Oh, stop whinging, you useless man!" hissed Simmons. "I knew this would happen."

"Oi!" objected the Doctor. "Your reverse psychology won't work on me. I invented it."

Simmons muttered something. "It was worth a shot. I guess we'll have to go back, and try another way."

"Yes," agreed the Doctor. "We passed an intersection a while ago. It's a longer route, but it'll still get us there."

A dark shape blocked the already dim light of the shaft.

"Oh, no. Not good!" the Doctor cried.

"What? What's wrong?" asked Simmons, detecting the Doctor's apprehension.

The Doctor glared at an Arachnid, scuttling hastily towards them.

"Back up!" he yelled.

"Why?"

"Spider!"

"Oh!" Simmons immediately began to move.

The Doctor struggled to dislodge himself from the narrow tunnel, as the Arachnid darted closer. In a few seconds, it would be upon him.

The Doctor finally managed to wrench himself free, feeling the sleeves of his jacket shred as he slid backwards.

He began crawling away, as fast as he could without treading on Simmons' fingers.

The Arachnid was shuffling much faster than they were. The creatures were far more agile, and far more used to navigating tricky passages.

The Doctor had no choice but to face all eight of the creature's eyes, watching as it mounted the wall, and crawled along just as fast upside down.

He gritted his teeth, and urged Simmons to move faster. Granted, crawling backwards was no simple task, and watching a spider chase him the other way up was extremely disorienting.

"There's an exit!" Simmons yelled.

The Doctor stopped, sensing Simmons had stopped too.

He glanced up at the advancing Arachnid in alarm. Its gnashing fangs were so close that he could smell its rancid saliva.

There must have been a grating: he heard Simmons kicking at the metal, which shook the whole vent shaft.

He couldn't see her progress, but he wasn't sure there would be enough time for them to make it out before the Arachnid caught them.

Simmons thumped at the grating again. Her plan wasn't working. They were still trapped.

"Emily!" he bellowed.

The Arachnid lunged at him, and the Doctor threw out his arm to shield his face; the creature's fangs tore through his sleeve. It missed his flesh, but the next time, he wouldn't be so fortunate.

With a final pound, the grating fell away, clattering to the floor below. Simmons scrambled out, leaving the Doctor to fend against another swipe by the Arachnid.

Searching desperately for something to defend himself with, the Doctor pulled the laptop from his coat, using it as an improvised barrier. The creature's mandibles ground into it, wrestling the Doctor back a few inches.

When the Arachnid relented, the Doctor seized the chance to slide backwards out of the opening, allowing gravity and momentum to do most of the work for him.

He crashed to the floor, but landed upright, his arms flailing as he quickly made to regain his balance.

Seconds later, the Arachnid pushed itself out of the shaft, much like its smaller, Earth-bound cousin emerging from a plughole.

It hissed at them, and sped down the wall.

"Run!" the Doctor yelled.

Simmons needed no further persuasion, and sprinted down the corridor.

The Doctor could tell they were close to the heart of the Arachnids' web. There were more spiders chasing them, scuttling up the walls, and across the ceiling, emerging from doorways, peeking around corners.

Within minutes, there were at least two dozen Arachnids trailing after them, crawling over one another in their haste to stop the Doctor and Simmons from reaching Charlie.