"It's really peaceful in a strange sort of way," Tenil sighed as she stared up at the fireworks. "Despite all the noise, you know..."

A brilliant yellow and green explosion blossomed over the Wocky's head, showering down golden sparks.

"I'm not so sure about peaceful," her friend Pharen laughed. The Elephante clapped as a particularly impressive purple and blue firework covered the night sky. "But it certainly is pretty," she added, smiling as another orange-shaped heart left a trail of trickling stars.

Tenil rubbed her paws over the fire and leaned forward, still staring at the rainbow of colours above the horizon. As she enjoyed a lively parade of shooting lights racing up into the sky, a strange flash in the distance caught her eye.

"What was that?" she asked, startled.

"What was what?" Pharen replied, still staring at the sky above her.

"That flash of light!"

The Elephante cocked an eyebrow. "They're called 'fireworks,' Tenil."

The Wocky rolled her eyes. "Very funny, Pharen. No, I'm serious; I saw a strange flash in the distance. Over there." She pointed. "And it was NOT a firework!" she added fiercely as Pharen opened her mouth.

"All right, all right," the Elephante conceded. She glanced upward one more time as a pink firework faded away with a boom. "The fireworks show is ending anyway. I suppose you want to go check it out?"

Tenil grinned. "You know it. We'd never forgive ourselves if we didn't. After all, this is the stuff stories are made of..."

"We'd better get going then, just in case whatever made that light is on the move. Maybe it's a band of gypsies, or a space ship!" Tenil mused as she got up from her seat on the ground and seized the bucket of water. Pharen was about to stop her, but just as she reached out to grab Tenil's wrist, the Wocky dumped the water over the fire. The flames died with a hiss and smoke rose from the ashes.

The Elephante sighed. "I was going to light a branch to make a torch before you did that." Indeed, it was very dark out. Without the fire, the friends could barely see each other's faces through the gloom.

"I'm sorry," Tenil mumbled, and Pharen could hear the guilt in her voice.

She couldn't bear to dampen her friend's high spirits, especially over something so petty. "Oh no, it's okay, Nil! Our eyes will adjust; we'll see by the light of the moon!"

"Okay," replied the Wocky, enthusiastic once more. "This is so fun, we're like real explorers!"

They made their way down the embankment from which they had watched the fireworks to the woods below. They paused before venturing between the first trees, contemplating the eerie path before them. It was much darker in there.

"The light seemed farther away than this; it must have been coming from INSIDE the forest..." Tenil said, frowning.

Before Pharen could reply, another flare shot up through the branches ahead and lit up the sky. So Tenil wasn't imagining things after all, she thought. The Elephante and Wocky exchanged a curious glance.

Suddenly, a desperate cry echoed through the trees. "HELP! Somebody, help me..."

"Of course," she stammered, straightening up. "It was probably just some silly Usul. Yeah," she scoffed, her voice becoming more confident. "They get lost all the time, you know. And besides, even if it wasn't..."

"What do you mean, even if it wasn't?" Pharen asked, rubbing the back of her neck nervously.

"Even if it wasn't, we'd be pretty lousy explorers if we didn't go and check it out," Tenil sighed, as though it were the most obvious thing in Neopia. "So come on!" Tossing her head back, she strode off into the darkness.

"Every time you tell yourself, 'I'm not going to let her talk me into this...'" Pharen muttered to herself, following the sound of her friend's footsteps. "Every time. And then what happens? You convince yourself that it'll be fun and..."

A second scream abruptly pierced the night. Tenil's scream.

"Tenil!" With only the moonlight and her intuition to guide her, the Elephante charged in what she believed was the direction that the Wocky had gone. "Tenil!"

"GET IT AWAY!"

Pharen stopped to catch her breath. Get it away? The only time Tenil ever said that was when...

"A Spyder," she panted. "I'll bet that all of this is over a Spyder." The leaves crunched beneath her feet as she resumed her trudge, a small smile working its way across her face. "Don't worry, Tenil," she called, laughter in her words, "I'll rescue you."

"Pharen," a small voice whimpered. The Elephante looked up, her jaw quivering just before it dropped. Above her, Tenil hung, wrapped in a gossamer cocoon. Before her, crouched a Spyder twice her size...

"Pharen! Pharen, please save me!" Tenil's sobbing voice was filled with panic. The Wocky had been afraid of Spyders her entire life. Pharen couldn't even guess the amount of terror her friend was experiencing.

"I will, Tenil," Pharen cried back. The Elephante eyed the mutant Spyder cautiously as she racked her brain, searching for a way to defeat the Spyder. "Come on, think," she urged herself. She closed her eyes and tried to focus her panicked mind.

"Pharen! Look out!"

Pharen's eyes opened just in time to see the shadowy form of the Spyder as it lunged toward her. With a shriek, she stepped back and stumbled over a tree root. As Pharen fell, she caught a glimpse of the forest canopy and screamed in horror.

Above her lay a gigantic Spyder web, sprawled across the branches. The giant web sparkled mysteriously in the dim light, and Pharen could clearly see the hazy forms of other cocoons, identical to the one Tenil was wrapped in, hanging from the trees. Pharen choked back a scream as she realised that within each of those cocoons was another helpless Neopet.

"Pharen!"

Pharen looked up again at the sound of Tenil's frightened cry to see a dark figure fly past her and land beside the mammoth Spyder. The figure turned to face her with ruby eyes, and Pharen realised that it was yet another giant Spyder. There was a low hiss, and the shadowy form of another Spyder appeared. And another. And another.

"H-how many of you are there?" Pharen choked on the words as she stared in disbelief at the small army of giant Spyders slowly forming before her.

The Spyders replied in a low hiss that sent terrible shivers of terror down her spine. The fur on their backs bristled, and their eyes narrowed upon their next victim. Her.

"I'm sorry, Tenil," Pharen murmured, perhaps for the last time, as she braced for impact. She was still lying on the ground, her feet tangled in the tree roots. There was no way she could escape.

The first Spyder's legs bent and it took to the air, lunging toward Pharen at an incredible speed. Pharen closed her eyes, preparing for impact.

The next thing she remembered was the giddy sensation of falling, and hearing the angry hiss of the Spyders above her as they realised they had lost their prey…

"Help me!" the Wocky cried, her voice echoing, coming from all the mouths of the trapped Neopets.

"I'm coming, Tenil!" Pharen reached out to her friend, dangerously close to tears. However, every trembling step she took, Tenil seemed to get farther away, although her cries for help were still as loud and persistent as they were before.

Enormous red eyes suddenly appeared from the darkness. Eight at first, then 16, 32...

Pharen screamed and shot up. She gasped as the world began to spin and collapsed again.

"Finally awake, hmm?" a gruff voice inquired.

Pharen attempted a reply but all that came out was "Hrghmm?"

The voice chuckled. "Reckon you can sit up now?"

"Hrm." Pharen grunted and slowly propped herself up on her elbows. In that position, she began to take in her surroundings. She was in a small hut, crudely decorated but welcoming nonetheless.

"Where--" she croaked before collapsing into a coughing fit.

"Hold on, I'll get you some water."

The figure returned a few minutes later with water inside half a coconut shell. Pharen took the water and, after eying it suspiciously for a few seconds, gratefully downed all of it. The figure took the empty shell from Pharen and laid it down on a nearby wooden table. The figure was wearing a tattered, black cloak with the hood pulled over his head, shadowing his features.

"Who are you?" Pharen asked quietly.

"That is of no concern to you," the cloaked Neopet said briskly.

Pharen frowned, slightly irritated by his bluntness but accepted his answer, knowing that she couldn't get any more out of him.

"I suppose you'll tell me where I am then?" Pharen said, slowly getting up from the scratchy bed.

"You are in my home," the figure said. "In the forest. I try to help those unfortunate enough to come across the giant Spyders. So far you are the only one I have saved."

"I need to go back."

"What?" The figure whirled around, shocked, hood almost flying off his head. He caught it with a paw and straightened it, but not before Pharen caught a glimpse of red fur and a scar.

"My best friend is still there," Pharen begged. "I need to save her."

He shook his head gently. "You do not understand. Your friend will be okay for now but not for much longer. I have observed these Spyders for a long time. There are dozens of them, each one larger than you and larger than me. I will escort you to the edge of the forest, and you must leave and never come back."

"No!" Pharen cried. "I'd rather be with Tenil in the webs right now than to abandon her! You can't make me leave without at least attempting to rescue her!"

"It is not up for discussion. You know nothing of the Spyders. You will leave even if I have to carry you all the way..."

He seemed to regard her for a moment, his expression hidden in the shadows of the cloak; Pharen had no way to know what he was thinking. "You know nothing of the Spyders," he repeated.

"Tell me about them, then. I want to know all about these beasts -- so I can find out how to beat them and get Tenil back!"

"What you ask is... impossible," the Neopet replied, with almost a hint of sadness detectable in his tone.

Pharen's eyes widened with shock. "No! You- You're lying. It can't be-- There has to be some way." Her breathing became hitched. Was he trying to say that Tenil - her best friend - was doomed?! The Elephante couldn't accept it... she wouldn't.

The cloaked Neopet had turned away from her, unresponsive at the moment. His head was tilted up, though not at enough of an angle to make his hood fall off. "Still... if she was the first," he murmured, almost inaudibly, even Pharen's strong ears had to strain to hear him, "perhaps it isn't impossible..." He turned slowly back toward her.

"I told you that you were the first I had ever managed to rescue from the Spyders?" he asked.

"Yes," affirmed the Elephante, heart racing in anticipation.

"Ever since I first... found these Spyders here, I've been observing them and researching them. By no means are they to be considered normal Spyders. They have been mutated -- their bodies and minds warped. They no longer see a reason to comply with the Neopets who tried to 'own' them. They have instead chosen to prey upon Neopets. Their bodies, habitats, minds -- everything about them! -- has been conditioned against Neopets.

"But that doesn't mean there isn't a way that we can rescue the others who were taken..."

"It doesn't actually matter that you escaped from them," explained the cloaked Neopet, "but that you've seen the forest for yourself and not been captured. So, you know where the cocoons are."

Pharen quickly nodded, only really interested in the plan that the Neopet had. He slowly walked around her to a large chest at the foot of the bed. Pharen, looking over his shoulder, raised an eyebrow apprehensively.

Inside were a dozen round spray-canisters neatly lined up in three rows. "These," the cloaked Neopet said as he took a canister out and handed it to Pharen, "will be our weapons. With two of us attacking, we may be able to save many victims and even escape with our lives."

"Okay," the Elephante replied, turning the thing around in her hand. "But what's in them? Poison?"

"Pepper juice," the Neopet replied as he continued to unload the canisters. "It's an extremely effective irritant for Spyders."

As he finally took out the last one, he stood up and faced Pharen again. "My plan is this: I'll take most of the pepper juice and lure the Spyders away from their cocoons, while you then free your friend and as many others as you can. You can use this to do so."

As he finished speaking, he pulled a small, dirty knife out from under his cloak and held it out for Pharen to take. A bit of the side was chipped off, but it looked very sharp...

"Hold on to that," the cloaked Neopet said a bit crossly. "You're more likely to get cut if you're afraid to grip it properly."

Pharen glared at him and grasped the knife's handle more firmly.

He considered, gave her another canister, and then loaded himself with ten of them. "Right, then," he said. "Let's go."

It was a long, roundabout climb up through an obscure maze of tunnels to get out. The cloaked Neopet moved aside a heavy locked door and took a deep breath as they approached the exit beyond. Pharen realised with a chill that they were below the very place she had fallen through. He had tunneled up beneath the roots of a tree, and evidently he had concealed the opening again after bringing her inside.

"I'm going to go back," her rescuer said quietly into one of Pharen's large ears, "and come on them from a little farther away, making a lot of noise and seeming careless. You stay very quiet and wait here, just under the broken roots, until they start moving off."

Pharen peered up through the gaps. The Spyders were moving about, and she saw one lean down and sink its fangs into a dangling Grarrl. Though it wasn't Tenil, Pharen's stomach churned as she saw the Spyder's victim grow paler. "But they're--"

"Hush." They glared at each other for a moment. "Listen. Wait for me to distract them. You can't cut anybody free if you're in a web yourself."

And then he was gone. Pharen gritted her teeth and waited.

There was a crackling, clattering, clumsy noise in the distance before long, and one of the Spyders looked up, hissed, and set off.

There was far louder hiss shortly afterward, and then the cloaked Neopet was charging in, canisters banging against each other, short bursts of pepper juice squirting at random. Several of the Spyders cried out in their hissing voices and clawed at their own eyes. Others started toward their attacker in rage. The cloaked Neopet stumbled and bumped right into one, then righted himself, and scurried off a bit as it followed.

He really was drawing them away. Pharen waited until the noise and yelling started to die down, then climbed out of her hiding place...

...and came face to face with a Spyder that had stayed as a guard. She bit her tongue to keep from yelling and squirted it right in the eyes. It fell back and rolled around in agony.

As her eyes adjusted, she started picking out more -- one, two, three, half a dozen still waiting patiently! Pharen ran over to the nearest cocoon, sprayed at the Spyder that dropped down from it, and then trampled hard on two of its feet and kicked it in the spinnerets.

The cocoon was too high up, and there were too many Spyders still there, but she had to try! She reached up, then growled under her breath and grasped the knife with the dexterous protrusions on the end of her trunk and reached up that way.

It was definitely a good knife. It chopped through the cocoon's threads easily, and the Spyder thread didn't stick to it, even though when it touched her trunk, it stuck and pulled painfully. She swiped through as much of the cocoon as she could without risking a cut to the Neopet inside, then squirted a third Spyder and ran to the next cocoon.

And the next, and onward. The fifth was Tenil, who was pale as death and nearly hurt herself trying to claw free of the sticky silken strands. "Sp-sp-sp-"

"Spyders," Pharen agreed and shoved the unused container of pepper juice into the Wocky's hands. "Spray them in the eyes with that, but be careful, we've only got so much!"

The bitten Grarrl was next, and though he was obviously very dizzy, once he could move enough, he ate the rest of his cocoon and moved on to biting through others' cocoons to free them. One Spyder, huge as it was, went down like an aquatic Petpet that had gone swimming with a hungry Jetsam. The Grarrl burped.

They had nearly cut all the cocoons down, though most of the occupants were too wobbly and sick to stand, when something splashed into Pharen's eyes, and she cried out at their burning. Through a rainbow blur of tears, she looked up and saw a massive army of Spyders approaching, with a cloaked and red-furred Neopet in the lead...

The cloaked stranger did not answer. He merely charged.

"Pharen!" Tenil screamed again, pulling roughly at the Elephante's trunk as another stream of pepper juice flew past. "What are you doing? RUN!"

"But how could he?" Pharen stumbled blindly after her friend, her eyes stinging with the tears of betrayal. "He told me he would help me rescue everybody!"

"Just run!" squeaked Tenil, her little Wocky paws pattering madly upon the earth. "Run away from the Sp-Spyders..."

"Run to where?" gasped Pharen, throwing a terrified glance behind them. The other Neopets were fleeing in all directions, wailing with desperation, but the Spyders vastly outnumbered them and could move so much faster...

Pharen found herself being dragged through a heavy door. "Come on!" Tenil was whispering urgently. "Are you trying to get yourself killed?"

Pharen tore her eyes away from the terrible scene and backed into the shelter. Tenil slammed the door, and presently a great clattering of Spyder legs resounded on it.

"Phew," said Tenil, but Pharen's face had gone pale.

They were back in the home of the mysterious stranger.

"This isn't right," stammered Pharen. "This is where he took me, when he saved me from the Spyders. He's dedicated to the task of rescuing the victims, I'm sure of it... he was fighting them. We were fighting them together, saving all of you. I don't understand why he would suddenly..." She shuddered. "Unless the Spyders have mind control?"

"I don't want to think about anything right now," whimpered Tenil. "I just don't ever want to face a Spyder again."

"We have to figure out what went wrong," Pharen declared fiercely. "We have to go back out there and clean it all up somehow."

"But we don't understand the Spyders," said Tenil, and her words were hauntingly similar to the red-furred stranger's.

"The answer may be right here," said Pharen, breathing hard, casting her eyes around the room. "He said he'd been researching the Spyders for a long time, hoping to rescue the victims. There's got to be something here that we can use. We have to know the Spyders' greatest strengths and weaknesses. You started this adventure, Tenil. Now we must finish it."

Tenil swallowed. "All right," she said. "All right. I'll tell you what I saw. This guy you've been harping on about, he wasn't the first one. There have been at least five others, all wearing masks and what-not in an effort to protect themselves. But none of them succeeded. Those victims who succumbed lost their lives, and those who attempted to fight back lost their sanity. Pharen," and Tenil's voice was very clear now, "if we go out to fight those Spyders, that could very well happen to us, too."

Pharen turned. "We can do this, Tenil. You must face your fear of Spyders, for me, for us, for all those Neopets out there."

"What makes you so sure that we can succeed?" Tenil asked miserably.

Pharen smiled and opened a glass cabinet. "We will use this."

Tenil's eyes widened.

"Yes," said Pharen. "Open the door now..."

Borovan? Who knew that Borovan would work against giant Spyders?

"Gaagurggleglugg...g..." said the cloaked Neopet as a wave of the robust drink hit him.

The Spyders fled into the darkness, far away from the Neopets, clicking their fangs. Their silken webs melted in the torrent of Borovan. A collective sigh of relief echoed throughout the moonlit forest. Borovan has no proven medicinal powers, but like laughter, a hot cup of Borovan is the best medicine.

The Neopets, even the bitten ones, felt much better after being washed over. The cloaked figure, however, was found coughing and sputtering on the forest floor. He looked up at Pharen and Tenil, who had begun handing out Spyder Juice Elixirs to the bitten Neopets.

A brisk autumn zephyr sent chills through him. I've got to get this soaking wet cloak off, he thought, and without thinking, he slipped it off.

Pharen looked up to see a red Kyrii with a deep gash running down the side of his face standing where the cloaked Neopet had been. Between choking and gasps, he began to apologise.

"I'm sorry -- I don't know what came over me -- please forgive me. They weren't meant to be that way -- I never thought they'd turn against me too."

Pharen crossed her arms. "I don't know who you are or what you thought you were doing out here. Whatever it was... shame on you."

Tenil and Pharen were walking in Neopia Central shortly after the incident. As they passed the Pharmacy, they thought of the hospital, and that the red Kyrii and all of the Neopets who had been bitten were under observation there to make sure nothing was wrong.

"At least we got all those pepper plants sown outside the edge of the forest," smiled Tenil.

"Yep, I don't think the Spyders are going to want to leave through those!" Pharen laughed. "What a calamity."

Across the street, a blue Gelert exited the PetPet shop with a tiny Spyder on a lead. Tenil about jumped ten feet into the air and Pharen shuddered. She clasped Tenil's quivering shoulder.

"It's all right, I reckon he certainly isn't going to hurt us."

But just then, the little Spyder turned, and as his red eyes flashed, he clicked his fangs...

THE END

...or is it?