Author's Note's: Oh the suspense is killing me, and I'm the writer! So I can only guess how you guys must feel, so no more stalling here you go! Please enjoy, and please review.


(At School…)

It all felt so strange…

It was hard for him to believe that these days were numbered. Zim looked around his first period class as if he was seeing it for the first time. To think just seven years ago he had walked into a Classroom for the first time, one not much different than this one…

He had learned so much since that day.

Zim sighed, it was strange, for years he thought this day would never come, and now he was half wishing it hadn't. The Irken shook his head, what was he thinking? Of course he wanted it to happen, so why did he feel so conflicted?

Of course he already knew the answer.

DIB!

Zim looked across the room at his enemy, usually Dib would sit beside him or behind him, but today they seemed to have gone back to the old days of Mrs. Bitter's fifth grade class. Back when they were an ocean of student's apart. 'As we should be.' Zim thought to himself knowingly. After all, creating some distance between them would make his job so much easier. However, a part of him would miss Dib's company, and for good reason.

Zim had grew up in a world with only one friend. Sure there were people who pretended to be his friends, other nobles that wanted to be in his favor when he took the throne, so of course they suck up to him. However, Zim knew their true intentions, he also knew this wasn't how true friendships where. His true friend, Invader Skoodge addressed him as an equal, and treated him as such; telling him the truth no matter how cold it might be.

And somewhere down the line Dib had become the same thing: a person who was bluntly honest with him, someone he hated, but could always depend on in a time of need. Yet somehow they both continued to hate each other, even after they had gotten intimate with one another. Yes, it would seem Zim was destine to find friendships with people he just couldn't stand!

People that he wasn't supposed to be associated with in any way, shape or form!

And now it would appear that Zim would once again be surrounded by fake friends who only wanted to know him because of his success, instead of who he was. For once he achieved this goal all the other invaders that once looked to him as an outcast for his previous mistake will try to gain his favor in hopes of being a part of his personal army. Yes he had no doubt he would be made a general after this achievement was completed, after all the other invaders of Operation Doom 2 had been given similar promotions.

Maz watched the scene play out before him with much interest, Zim was certainly distracted. And his behavior, and constant glances at the Dib only added fuel to his suspicions that something was going on between the two of them.

"So this is School?" Grogg asked.

"Yes, it's rather dull, and the humans are so primitive that even the basics are hard for them to grasp." Purple answered.

"Really?" Emperor Nax asked. "How So?"

"Well for example the humans think it's impossible to travel faster than the speed of light." Red cut in.

"Seriously?" Maz asked, dumbfounded.

"They also believe that no planet can support life without an atmosphere, and that planets too close to the sun couldn't possibly be habitable." Purple added.

"Maybe not for them!" Grogg snapped. "We on the other hand are not as fragile."

"Alright Class!" Mrs. Moody hissed. "Since winter break starts the week after the nine-week exams, which I will remind you start up next week. I am forced to allow you this time to study! So take out your books, and study!"

Zim forced himself to look away from the enemy and pulls out a random textbook. He isn't really going to study, instead he plans to use this time to come up with some sort of plan to secure the planet; and prepare for the Tallest to arrive. This of course would be tricky; he was ordered not to harm the humans; of course he also knew the earth monkeys would not go down without a fight.

'Perhaps I could put all the humans to sleep.' Zim thought. It was a promising plan, if he used some kind of gas to spray throughout the planet the humans would fall asleep, allowing the Tallest to move in without a fight. Then the humans would wake up a week later to Irken rule were by then the empire would have the upper hand. It was a solid plan, but Zim wasn't sure how the gas would affect the water supply, if it got tainted everything would be ruined.

He put a question mark beside his plan and pulled out a fresh sheet of paper to start off a new option, just in case.

Dib bit his lip, he could see Zim scribble away as plain as day, and while it may look like he's studying, Dib knows better. Zim was coming up with a plan to secure his home world for his leaders. Of course Dib knew no humans would come to harm, but he still couldn't let Zim do this. As the only defender of Earth, he had to protect it from this upcoming invasion.

Dib sighed, there was a time when he thought this day would have come sooner. However with Years and years of not a single sight of another Irken (besides Tak), Dib was beginning to think the day would never come, but now it had.

And Zim was determined to finish the mission!

'So where does that leave us?' he wondered. 'Is it over between me and Zim?'

Pain stabbed as his heart at that thought, and he knew he could say it was just the alien heat drug talking, but he knew that was a lie. For Dib had kissed Zim before the Irken had drugged him. Dib also had erotic dreams about Zim too! The truth was Dib had already felt something for Zim, that drug just gave him the extra push he needed to come out about his feelings.

And now it would appear that said feelings would be his undoing. Of course this had been Zim's plan all along, Dib knew this! However, he could not fight this feeling inside of him.

He loved Zim, plain and simple, and now he had to push those feelings aside and finish his own personal mission: Saving the Earth.

But could he do what was necessary?

Zim would fight him to the death…Dib sighed deeply. Could he fight Zim to the death?

Could he kill the one person that ever made him truly happy?

Suddenly, Zim's antenna twitches under his wing, usually this means danger is close by. Zim looks around, but he sees nothing, so he shrugs the feeling off and continues his thinking process. 'Maybe I could brain wash the humans.' He thought. 'I could hack into the TV network and broadcast a mind control sequence all over the planet. Once under my control the Tallest could take over without any resistance.'

It was a good plan, better than the last one, but it still had one flaw. He had no way of knowing for sure that all humans would be watching his broadcast. He placed another question mark on this plan and started over again on a fresh sheet of paper.

A low hiss filled the room.

"What was that?" Zita asked.

"No Talking!" Mrs. Moody yelled.

The class fell silent…

Zim's antenna twitches once more. 'What is causing that?!' he wondered. He looked around once more, and that's when he saw it. A very large eight-legged thing on the window beside Dib's head. It was as big as the window and had eight harry legs. "Uh Mrs. Moody?" Zim said raising his hand.

"Yes Zim?" Mrs. Moody asked looking annoyed.

"Uh what land-based animal on this planet is hairy with eight legs." Zim asked, his voice slightly shaky.

"That would be a spider Zim." Mrs. Moody answered with a roll of her eyes.

"And how big do you say they usually get?" Zim asked, his eyes never leaving the window.

"I don't know, Dib what's the biggest spider on record?" Mrs. Moody asked.

"28 cm, or 11 inches; sufficient to cover a dinner plate." Dib answered giving Zim a weird look.

"There's your answer Zim." Mrs. Moody hissed. "But next time I catch you doing schoolwork for another class in my classroom it will not end so well-."

"So what you're saying is a Spider the size of one of our classroom windows is impossible." Zim went on.

"Yes." Dib answered bluntly, giving Zim an unsure look. "Zim is everything okay?"

Zim gulped as the glass window began to crack. "Uh Dib." Zim said uneasily. "Don't freak out."

Dib freezes as he hears a cracking sound behind him.

"That's enough talking Zim." Mrs. Moody says.

"But…" Zim begins, but before he can finish the window breaks and the monster comes falling into the room.

Dib reacts instantly getting up from his desk, and running across the room before the creature can react. The rest of the students and Mrs. Moody do the same, until they are all hugging the far wall beside the door.

The whole class simply stares as the monster shakes the broken glass off its body. The beast turns and stares back at them, and for a moment it's a standstill. Then the monster takes one loud whiff of the air around it, and screeches loudly.

For a moment nothing happens, and then to everyone's horror more spiders start crawling in from the broken window.

For a moment everyone is like a deer in the headlights, until finally Zim seems to come to his senses.

"Run!" He screams, grabbing Dib's hand, and bolting for the door.

His classmates stampede out behind them.

The hallway isn't much safer than the classroom, Dib watches as more students from other classrooms come flooding out with spiders following close behind. It's then that he realizes what's going on. "It's an ambush!" he screams.

Zim realizes it too and looks around for a place to hide. "Quick in here!" he says pulling them into a nearby janitors closet and slams the door.

The two enemies breathe hard, gasping for breath, final Dib manages to speak.

"So got anything you want to confess to?"

"What?" Zim asked looking offended.

"Oh come on who else would do this?" Dib argued.

"In case you've forgotten I have strict orders to keep everything as is." Zim pointed out, "And as you clearly pointed out spiders do not get as big as a car!"

"Yeah well if you didn't do it then who?" Dib shouted.

Zim shrugged. "I don't know, but whoever they are they're geniuses. Giant spiders, why didn't I think of that?"

"Zim!" Dib screamed.

"Oh right." Zim cleared his throat. "First we need to find out how many were dealing with." He whispered. "Computer I need a bio scan of the surrounding area."

A screen detaches it's self from Zim's PAK, and turns on.

"Sir…the infestation is…in the low…one hundreds." The brain answered, its screen keeps timing out, causing it's words to be cut off.

"Computer what's going on?" Zim ordered. "Where did this infestation originate?"

"The lab Sir, a vile of the mutagen fell on the ground…a few unpleasant insects walked in it."

"Mutagen!" Dib yelled. "Zim we agreed to no evil scheming."

"I wasn't scheming." Zim lied.

"Oh so I'm supposed to believe you make mutagen to just pass the time?" Dib snapped.

"Yes." Zim answered.

"As if." Dib snapped.

"In retrospect the mutagen would have not found its way on the floor if two idiots had not been running in the lab this morning." The computer pointed out.

Dib's eyes widen. "Oh…yeah…oops."

"Ha! Look who's not so high and mighty now!" Zim taunted.

"Yeah well if you hadn't made the stuff in the first place-" Dib began.

"Master." The computer interrupted. "I know you and the Dib are in a weird place right now, but I don't see anyone else that can fix this problem."

Zim sighed. "He's right." He said pulling out a blaster and handing it to Dib. "Look you can kill me later for this but for now…truce?"

Dib nodded, taking the weapon "Truce."

"You do know how to use one of those right?" Zim asked.

"Uh." Dib looked down at the weapon dumbly. "You point and shoot right?"

The massive erupted in laughter, at the scene before them.

"My Zim has found himself in quite the pickle." Red mused.

Empire Nax nodded his agreement.

"You know I'm beginning to doubt this boy's talent." Maz said. "You say he's Zim's greatest enemy, but so far he seems pretty dumb to me."

"Yes well he is only a child." Purple pointed out, "and we never said he wasn't dumb. We just said he was smarter than most humans."

"You'd be right, if you weren't pointing it at yourself like an idiot." Zim pointed out to Dib as if it was obvious.

"Right!" Dib said facing the gun the right way.

Zim shakes his head but manages to crack a smile. "Someone's out of practice."

Dib laughed nervously, deciding to change the subject. "So got a plan space boy?"

"Yes actually." Zim said as a matter of fact. "We must purge the race." He said.

"But Sir where can we lead them?" The brain asked. "We can't blow up the school."

"I am aware." Zim hissed. "It's simple we'll lead them back to the base, barricade them in and set the base to self-destruct; where it will then implode on itself."

"Zim you'll be blowing up our house!" Dib shouted.

Zim laughed. "Don't worry I have another one in my pocket."

Dib's brow rose. "What?"

Zim shook his head. "Never mind, we need to find a way to lead them back."

Suddenly a big bang is heard as something slams into the closet door.

"It's a spider! They found us!" Dib screamed.

Suddenly the doorknob turns, and the door opens to…

"OK I DON'T KNOW WHAT YOU DID, BUT I KNOW YOU DID IT!"

"Gaz!" Dib embraced his sister. "Oh thank goodness we thought you were one of them!"

Zim rolls his eyes. "Yes let's leave the door open so the monsters can see us."

"Shut up you!" Gaz yells. "This is all your fault isn't it!"

Zim rolls his eyes and grabs Dib, and Gaz pulling them back in before closing the door. "We're handling it." He said.

"How by hiding in the closet!" Gaz shouted.

"We're coming up with a plan." Zim corrected her.

"Guys if you keep yelling one of them will-"

Too late, suddenly the door is broken in half, as a monster stampedes into it.

They all scream!

The spider screeches, and more answer the call. The beast try's to slam the rest of the way in, but the three reluctant allies brace their feet against what's left of the door; pushing with all their might to keep it in place.

"Okay I think it's safe to say they want us." Dib said.

"Nah you think?" Zim snapped.

"Your voices are making me sick!" Gaz retorted.

"Zim do something!" Dib yelled.

"I'm thinking worm!" Zim hissed.

"Well do you think you could think a little faster?!" Gaz asked.

"Fine hang on." Zim pulls out his PAK legs and uses them to drill a hole beneath them, while Dib, and Gaz struggle to keep the door steady on their own. They can't, the spider slowly gets the upper hand.

"Zim hurry!" Dib yells.

"Almost, need another second." Zim answers.

"We'll be dead in another second." Gaz screamed.

"There." Zim said, and that was when the floor crumbled from beneath them.

They free fall down, below the school, and splash into some green liquid that's about ankle high.

"Please tell me I did not just fall into human waste." Zim said getting to his feet.

"I wish I could." Dib moaned.

"And I've hit a new low today." Zim groaned. "Wonderful."

"When this is over I am killing you both." Gaz declared, getting up.

"Well on the bright side this tunnel should lead straight under my street." Zim stated.

"Uh guys we should run." Dib whispered.

Zim turned to see several spiders crawling towards them on the celling from the hole they just fell from. "Yeah running sounds good."

The three turn and bolted in the direction of Zim's base, they can hear the monsters screeching behind them, getting closer, and closer.

Zim, and Dib tried to slow them down by firing their blasters, but even as they killed several of the enemy more appeared in their place.

Suddenly, the ground disappears beneath them as they run off the ledge, and into larger pool of waste.

"Correction this is my lowest moment." Zim said after gasping up for air.

Dib gagged as some of the slush managed to get in his mouth. "Gross!"

"You think those things can swim?" Gaz asked.

The three turned to where they had just came just in time to see one of the beast jump in behind them. Dib was praying it would drown, but to his horror it began to swim towards them, and the others soon followed.

"Guys Swim!" Gaz ordered.

Zim took the lead as the three swam deeper into the tunnel.

"Zim how much further?" Dib yelled.

"Another block or so." Zim answered.

"We're not going to make it!" Dib screamed.

"Yes we are!" Gaz said. "Just keep moving, and whatever you do don't look back."

Too late!

Zim chanced a glance to see the beast were practically on top of them. "That's it we're taking this upstairs!" He shouted grabbing the other two as he pulled out his PAK legs and jumped, the legs hook into the celling, and he takes off running.

The spiders try to follow, but they can't seem to jump high enough in the water.

Finally they reach his street, and once they found an opening, they climbed out, and onto the street.

"Hurry their right behind us!" Dib yelled, as Zim placed them down.

The three ran into the house only to freeze, it was covered in walls and walls of webs.

"Oh this is just perfect." Zim hissed.

"Can't you just tell the computer to self-destruct?" Gaz asked.

"We have to lead them to the center; I also need to download a backup file so I can reboot the computer later after the explosion." Zim explained.

"Great." Dib said. "We're dead."

"Seriously?" Gaz snatches the blaster from Dib, and shoots, forming a hole in the webs. "Honestly I'm surrounded by idiots."

Zim snickered. "You'll have to forgive Dib he's lost his touch."

"Have not!" Dib argued.

"Really?" Zim asked as he followed Gaz's lead. "Could have fooled me."

Dib growled, but he knew he was right, the two of them had been at peace for so long that Dib had gotten sloppy. He followed his arch enemy and Gaz deeper into the jungle of webs, searching the white blankets for the monsters that hunted them.

"The elevator down to the lab should be around here somewhere..." Zim muttered feeling around for the down button. He soon finds it, and they wait for the elevator doors to open.

A screech fills the house, and they know that the spiders have arrived.

"This is taking too long." Gaz yelled.

"Zim where's the elevator!" Dib yelled.

"It must be stuck down there; these pest have ruined everything." Zim yelled "We'll just have to pry open the doors and climb down!" He starts trying to pry the door open as he spoke, finally he decides to just blast it open with his weapon, creating a good size hole in the elevator door.

"Come on hurry, it's only a matter of time before they find us!" Gaz screamed as they began to climb down.

Dib knew she was right; he could hear the monsters in their desperate search to find them.

The three climbed down to the lab slowly, and Dib was beginning to believe he'd never feel the ground below, but to his relief they made it, and Zim instantly ran to the main controls. Locking down the base and sealing the monsters in with them.

Angry screeches could be heard all around them as the lab was sealed off from the spiders above, preventing them from following their prey.

Suddenly a realization hit him.

"Zim how are we going to get out?" Dib asked.

"We're not." Zim said. "We can't afford to let these things escape, if even one follows us this all will be for nothing."

"So what we're just going to blow up with the base?" Gaz asked.

"Don't worry the Voot's shields should hold." Zim assured them.

"SHOULD!" Dib yelled. "Zim we could die!"

"Well maybe next time you and Gir won't run in the Lab." Zim paused. "Speaking of where is Gir?"

"I'm up here!" A voice shouted.

The three looked up to see Gir hanging from the celling by a bunch of webs.

"Gir get down here and ready the Voot!" Zim ordered, as he hooked his PAK into the controls and began to download all of his research and data.

Gir obeys and begins to start up the Voot cruiser as Zim finishes the download and sets the self-destruct. "Alright now I could care less, but if you humans want to live I'd get in the cruiser…now!" he said taking the lead as the computer began counting down.

"Self-destruct in t-minus 10…9…8"

Dib and Gaz ran after him, hoping to make it in time, and to Dib's relief they do, first Zim, then Gaz, and finally Dib enters the Voot moments before the doors close behind him.

"7...6…5"

The screeches grow louder as the spiders find a way to break into the lower levels of the base. They stampede towards the Voot and make a lunge for it as one equal force.

However, Zim throws on the shields just in time, but still the spiders do not stop their charge, finally they reach them, and the largest of them all scoops the shielded cruiser into its mouth as if it planned to swallow them whole.

"4…3…2…"

"Everyone hang one and close your eyes!" Zim ordered.

"1…"
Dib barely had time to follow that order before the three reluctant allies and the derange Sir Unit was engulfed in a brilliant white light.


Chapter End Notes

Thanks for reading and please leave a comment. (If you want!)

The next chapter will be up soon.

This is Emily Signing off...