Some spiders broke through the dancing spoons and came towards them. Arnie braced himself. Pen and pencil soldiers, using one another as spears, struck at the oncoming hairy beasts. The spiders, despite their numbers, gave in quickly, and many scattered and fled. Some of the small ones, gathered into packs, crawled onto the pens and pencils and tried to bite but Arnie noticed that they didn't do any harm. The larger ones attacked, their fangs clicking ominously, but the pens and pencils were holding them off, and the spoons were throwing more and more of them out over the village walls.

A piercing wail ripped through the air and Arnie looked up to see where it was coming from. He saw Magnus on his back, two of the largest spiders were on top of him. He looked around and panicked as he noticed the spoon music had stopped and the spoons themselves seemed to have stopped fighting at the same time. They began settling down on the ground or wandering aimlessly. "What's happening?" Arnie shouted to no one in particular.

"Seems like they were responding to Magnus and now he is unable to control them." It was the pencil leader who answered Arnie's question. Arnie looked again at Magnus and saw him lying there. The clicking fangs of the two spiders were hitting the metal of his body. It didn't look like they were doing any physical damage, but Magnus didn't seem to be able to get them off either. He wriggled around waving his hands. Up ahead the remaining spiders were closing in on the group of the pens and pencils. Without the spoons holding them back, the pens and pencils were outnumbered vastly. And it looked to Arnie like the largest of the beasts had been waiting at the back and so these were some of the biggest, most terrifying of the creatures.

In a flash, Arnie made up his mind and he darted away from the group, deciding that he needed to help their Magnet friend. He darted over to where he lay, the two black spiders continuing their attempted attack. Arnie ran at full speed towards them without any actual thought of what he would do when he got there.

Then the moment was upon him and he leapt through the air and knocked both the spiders off of the magnet with one sweep of his hand. He felt their bristling hairs against his hand and felt a stinging sensation. It was more of an irritation than pain. The spiders went flying. They both turned and reared onto their hind legs. Arnie's heart skipped a beat as he looked at their ferocious display. The spiders began advancing towards him slowly.

He regained himself quickly, realising that they were actually very small compared with him. He almost laughed then as he looked down at them. His body seemed to take control and in some preprogrammed response he opened his mouth and let out a roaring noise. The sound surprised even himself as it challenged the spiders. The noise was a cross between a lions roar and a dogs growl. Wherever it came from it did the trick. The two spiders stopped advancing, clicked their pincers defiantly and scurried off to join the battle with the pens and pencils.

Arnie reached down and helped Magnus to his feet. "Are you ok?" he asked. He felt exhilerated. He could feel the blood pumping through his vains, he was filled with adrenalin.

"Yes, Arnold. I am well." Magnus said, he sounded completely unaffected. "I must get back to work." And he darted off, dancing and waving wildly. Almost immediately the nearby spoons and birds flew back into action and the music began. It looked like it was just in time, Arnie saw the pens and pencils struggling to hold the spiders off. Despite many spiders fleeing, there were a lot more of them. It looked like they were about to break through and reach the tied up paintbrushes.

Arnie ran back over towards them. He didn't want to think what would happen if the spiders released the paintbrushes. Then they would be outnumbered and he didn't think they would be able to hold them off.

As he ran towards the clearing, where the pens and pencils were fighting to maintain their position, Arnie noticed the first spiders break through the defenders. He opened his mouth and yelled out, but it made no difference. The spiders reached the paintbrushes and scurried right into their midst. As soon as they reached a paintbrush, they used their pincers to sever the thread they were tied with. It seemed to break easily and Arnie was surprised it had even been holding the paintbrushes.

More and more paintbrushes were being released and they were pouncing into the confusion. Arnie reached the mass of moving bodies. Spiders, pens, pencils and now paintbrushes were all battling one another. The paintbrushes gave a distinct advantage to the enemy spiders and they began to take the pens and pencils out of operation one after the other. They began to tie them up with the very thread they had been secured with. Arnie saw the leaders and many of their soldiers still battling on. But the spiders were swarming and more and more paintbrushes were being released.

The spoons and the birds were fighting the spiders further out, working their way towards the central battle but it wasn't fast enough. They were losing ground. Arnie was grabbing spiders and paintbrushes alike and tossing them away. Some he managed to get over the wall, others not so far away. He noticed some of them flee but others charged back into the village. He had nowhere to put captured paintbrushes and they always returned to the fray. When he had been working on capturing pens while fighting for the pencils he had always had a bag in which to place the captured.

He was starting to panic. The pencils and pens were down to a few valiant fighters. The spoons were still battling, but many of them were also on the ground, out of the battle. Several paintbruses pounced at Arnie's legs and he stumbled. The paintbrushes and a few of the spiders, two of which were being ridden by paintbrushes Arnie noticed, took advantage of his stumble and threw all of their effort into making him fall. He tripped again and fell back. The fall seemed to happen in slow motion. There were butterflies in his stomach as he fell.

The paintbrushes and spiders swarmed around him. He felt nipping sensations on his arms and shook them violently. Two spiders flew off of his arms from where they had been biting at his flesh. He tried to shake his legs as he saw paintbrushes tying him with the thread. It was amazingly strong and he felt his legs were stuck.

"Help!" he shouted. The panic was back in full force now and his voice showed it.

"We are coming Arnold." it was the pencil leader. Arnie managed to raise himself up a little and saw the leaders and some of their soldiers struggling to get through to where he was.

Then there was a new voice. It rang out loudly and clearly and Arnie knew it was familiar and yet not familiar. The paintbrushes had successfully immobilised his arms too now and so he could not see the source, but the voice was clear. It sounded energised, commanding and deep. He couldn't place it.

"The watchers are enemies! Disable them!"

Arnie lifted his head slightly. It was enough for him to be able to make out what was going on. The paintbrushes stopped fighting the pens and pencils and turned on the spiders. He felt his arms and legs suddenly freed and scrambled up. The tables had turned completely. It was inexplicable. Most of the paintbrushes were now attacking the spiders while other's were helping pens and pencils to their feet. Arnie was shocked. He saw the shock on the pens and pencils faces' too, but they didn't resist the turn of events.

His shock solidified when he saw him, flanked by paintbrushes, charging towards them and sweeping any spiders from their path. The paintbrush leader. On one side Arnie saw several of his accompanying paintbrushes carrying what appeared to be the biggest spider of all. This beast was at least twice the size of the largest of the other spiders. But what shocked him even more was who was running towards them on the paintbrush leader's left. It was Isabelle. That playful look had returned to her face although the marks of fear were still mixed into her expression.

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