Yune, Cainus, and Venomion ventured forth through the sewers following the spiders. They ignored their presence, until they reached a place that didn't seem like a part of the sewers. There were black webs and slime all over the place. The place was dug up. Cocoons with light fixtures were placed around. The space grew wider.

And once they stepped foot into their area, the spiders noticed them. However, most of the spider continued to march away sending in only a few at them. The three of them were easily able to destroy them. The path led them deeper and deeper.

They kept moving forward fighting until they reached what seemed like a large room filled with spiders. There were tunnels connecting all over the area.

And in the middle was one spider larger than the others - the size of a three story building. This one was different. The abdomen was filled with human faces continuously screaming in terror each with Annie's signature branded on their foreheads in gold paint. It had the body of a young woman placed where it's head should be. And it's face was covered in a black mucus and needles. It's hair was shrived and torn.

And it saw the three guardians.

"Shit. What the hell is this thing?" Cainus exclaimed.

"It's not a Night Demon. I don't sense it," Venomion said.

"Ignore your senses," Yune said, "Night Demon or not. It's a monster."

It shrieked with a large cry.

"Why'd it have to be spiders?" Cainus complained while lighting another cigarette.

They began to fight against hordes of spiders. The webs tangled the chains and threads that flew all over the place. Venomion sent out her snakes. The number of spiders began leaving the matriarch through one tunnel.

The monster still followed Annie's orders. As long as those needles were stuck in it's head, then it had no choice. This monster was similar to Tendra. It didn't have it's memories altered, but the needles made sure they were under Annie's control.

Then, the matriarch began to fight the three girls. The three girls worked together to defend themselves against the monster's webs and fangs. It's legs crushed anything underneath them, but the girls continued to fight. The creature was relentless, but it was far easier since the other spiders were ignoring it.

Eventually, the creature began to flail around and as it began to feel it's mind becoming less muddled, it grabbed the needles that pierced her head. They were dug in deep into her. The headaches increased as it tried to take them out.

Yune noticed the creature's actions. It saw the needles generating some kind of radiant energy. She suspected that to be causing it's rampant behavior. It wasn't something that was a part of the creature.

"Cainus. Venomion. I have a plan," Yune said as the creature flailed around.

"Plan?" Venomion asked.

Then, Yune told them what to do. Venomion agreed to the plan, although she didn't really think anything about it. Cainus was reluctant to follow a plan that Yune came up with, but there wasn't any time to argue during a battle.

The matriarch shrieked and continued to fight as it's head became muddled once more.

Cainus threw out her yo-yo and wrapped it up around the spider's legs. Then, Venomion launched snakes out of her arm that flew towards the giant spider from one side. As the spider was distracted by the constant hissing and venomous bites of the snakes, Yune ran up Cainus's yo-yo thread. When Yune was closer, she jumped higher and threw out her hook towards it's head.

The plan that Yune told them about was that she was going to throw in her hook and sharpen it to cut off it's head. But Yune had another idea. She needed to get closer towards the monster's head. She flicked her wrist and the hook wrapped itself onto one of the needles. Then, the chains all began to constrict around the others. As Yune fell, she yanked hard. They didn't budge. And then, she yanked harder. They didn't budge, again.

Suddenly, Yune's mark glowed in a shadowy mist. The mark of a cat on her left arm. She remembered Mary and Jack. She felt that they were also in a fight. And then her mind wandered to Eli. Her electricity flowed from her old friend into her. Her chains began to spark black lightning. And with a third hard yank, a surge of black electricity flowed through the chains. The monster cried in pain, but each needle came rushing out of the monster's head. Yune didn't know how she managed to do that.

The creature cried in pain. The yo-yo threads came loose and it began to flail again. The snakes were getting knocked around.

As the three girls jumped back, the other two wondered how Yune was able to conduct electiricity, but more importantly why Yune took out the creature's needles rather than finishing it off.

However, before they could voice their complaints and questions, the creature began to speak.

"Why...are you here?" it asked in a soothing female voice.

"What the hell? It speaks?" Venomion and Cainus exclaimed at the same time. And at the same time, the three of them began to sense a Night Demon. The creature in front of them was now giving off that sense. A chill went up the three of their spines.

Yune wasn't surprised that it could speak. She's met other Night Demons that could talk. She didn't know whether this one could, but felt like those needles in it's head were causing it to lose control of itself.

"I'm Yune. Your spiders have been causing a lot of trouble up in the city."

"Yune... A Dark Star...Yes...," it replied, "I remember. I am referred to as the matriarch. Strange. Now, that I'm near you, I feel far more smarter. My mind isn't being held down by blinding lights and metal."

The three of them had no idea what a Dark Star was, so they just ignored it.

"Now that you have your mind is back, what are you going to do?" Yune asked.

"So much. So much pain I had to endure because of that bitch," it cried, "I will rip her skin off and feed it to my children."

"Damn. I can't tell whether it's changed or just gone from crazy to crazy with a mouth," Venomion said.

It continued, "But you creatures. You Light Guardians. You humans. You all deserve the same fate."

"Wait. What are you talking about?" Yune asked. Venomion and Cainus readied themselves for a fight as well as the matriarch.

The monster said, "All of you humans are the same. I was just a small spider born in a lab and experimented on. Then, I was another spider who was stomped on. And another eaten by a bird. So many spiders. But all of them small and insignificant. But now all of them amalgamated into a Night Demon after death. All of them into me. I will try not to kill you, Yune. You are different. I can see you for what you really are. A Dark Star in the world that gives me thought. But everything else should be stomped on for what they did to me and my kind. The world of men will fall. And the Dark Star will become tangled in my webs forever."

It screeched and a bunch more of it's spiders came crawling in.

"Great job, Yune," Cainus said sarcastically, "Should've just stuck with the original plan."

"Shit. Now, we're going to have to fight even harder," Venomion complained.

"I'm sorry, Venomion and Cainus. This is my fault," Yune said.

"I know. But let's survive this first and then I'll say how much of a loser you are," Cainus replied with a smile.

They were surrounded by spiders of all size with the same mask and signature. All of them under the matriarch's control. A small spider came up to it's ear. The matriarch ordered it to go to Annie to give her an update. She didn't know that it wasn't under her control anymore, but as long as she thought it was, it could at least try to get Annie to send some more help that can be food for later.

The small spider crawled through one of the tunnels with haste.

The giant spider said to the three girls, "I may be referred to as the matriarch. But call me by my Night Demon name. Spinnenwolf."