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  I flung myself onto the ground and rolled, somehow dislodging it from my back. Springing to my feet, I ran until my lungs gasped for air and my pulse roared through my veins like runner fuel.

  Eventually, my footsteps slowed until my feet barely moved on the sand.

  I staggered to a halt, studying a darker stretch of soil ahead, but the thuds of something coming up close behind made me fling myself forward. Stumbling over a rock, I tripped and fell toward the black section.

  But instead of jarring on the ground, the world dropped out from beneath me, sucking me down, down. I rolled and tumbled into a hole, only coming to a stop when my body smacked on a rock-solid ledge some distance below.

  I lay there weeping and gasping, praying the creature that attacked me had lost my scent. That it would leave me alone. And that I’d be able to find my way out of whatever this odd pit was that I’d fallen into.

  Only when my roaring heart slowed to a more normal rhythm did I sit up. A net-like substance meshed across my face and body. Clingy. Sticky. Shuddering, I wiped the tackiness aside. Shivers wracked my frame, and I wasn’t sure I wanted to know what this stuff was.

  Where was I?

  Had I somehow stumbled into one of the underground cave systems the Resistance occupied? Doubtful, since I wasn’t far from the compound. From the little I’d heard about the Resistance and their main location, I got the impression it would take me days to reach their caves, and I’d only been moving on foot for a handful of clicks.

  Pulling the tiny penlight from my lab coat pocket, I turned on the beam.

  Black beady eyes reflected back at me, from a nest of whatever they were covering the walls around me. Above me. Behind me. My flesh crawled, and I quaked, brushing my arms and thighs feverishly, as if the creatures crawled all over me.

  I rose onto my shaky feet and gasped as I peered around.

  The net-like substance I’d wiped from my face had been spun by these creatures, and they watched me, their gazes tracking my every movement.

  No, they watched me as prey.

  I’d fallen into an armor spider den. One sting, and I’d be thrown into a temporary paralysis. By the time movement returned to my limbs, it would be too late. I’d already be spun into their web and placed near an egg sack. Once the young hatched, they’d eat me alive.

  My scream rang out shrilly.

  “What the…” someone said from above me. Footsteps ran closer. “Who’s that? Identify!”

  Lights swept across the opening overhead, and within seconds someone squinted down into the hole. “Janie?”

  I knew that voice. The deep husky tone had haunted my sleep for months.

  For whatever reason, Leo, the lion shifter of Herc’s alpha pack, could turn me on with just a glance.

  I hadn’t shared how I felt. Leo would not consider me—a plump, thirty-something Regime doctor—worthy of any kind of relationship. A gorgeous, younger, self-assured man like him would only pick the best, and that wasn’t me.

  Not that being rational about him kept me from overheating in my sleep.

  I’d held off getting closer to him, just watched him from afar. Because, once I’d proven I was not for him, my dreams would crash in the desert and burn.

  “Leo,” I gasped. I flashed my light around. “Watch out. I’ve fallen into a spider den. There are thousands of them down here with me.”

  They scurried closer. Darting my foot out, I stomped on a bold cluster that was drawing near. Greenish goo squirted around my shoe, and my stomach heaved.

  “Fuck,” Leo said. “Hold on.” He called over his shoulder, “Jag, grab my feet and I’ll lower myself inside.”

  “Jag’s here?”

  Leo studied my face for a long moment, as if trying to decide if he dared trust me. Something in my expression, or maybe whatever he might have heard about me, must have reassured him, because his shoulders relaxed. “He’s come from…further north, with a message for me and Khal.”

  With a few words, he confirmed what I’d suspected. Herc and Maya were with the Resistance. And, even better, I was heading in the correct direction. “You and the guys have to leave the compound, right?”

  “Yeah. It’s over for us here. We’re…”

  He must’ve decided he couldn’t share anything else, but I’d already guessed.

  “You’re going to join the Resistance,” I said with awe in my voice.

  Saying nothing, his silence confirmed my suspicions.

  “Get me out of here, and I’ll go with you.” I pulled the computer drive from my pocket. “I’ve got something here I need to get to Maya right away. The Regime…”

  A loud scraping-scurrying sound from behind me made my breath grind to a halt. Something big was coming my way. How large did these spiders grow? The ones I’d squished were about the size of my palm. But maybe they grew to the size of a knee-high narlol?

  The sound came closer.

  No way could I handle this by myself.

  “Hurry,” I said. “I’ve got to get out of here. Now.”

  Leo leaned forward, his arm extended. “Grab my hand, and I’ll pull you out.” He peered over his shoulder. “Jag? Where the hells are you?” He scowled. “Great. He’s gone.” He shook his head. “Something’s going on here, and I don’t like it.” He waved his hand. “Come on. Grab on to me.”

  I stood on my toes, straining to reach.

  Face taut with determination, he slid further into the hole, reaching to connect.

  The creeping, crawling sensation on my legs told me the armor spiders were not waiting for their bigger friend to join them. Gulping, I shook my legs, dislodging the boldest of the spiders. But more kept coming, seeking, their sharp, claw-like forelegs extended.

  “Gods, please,” I whimpered, reaching toward Leo. Sweat poured down my spine and made my palms slippery.

  “Hold on,” he said, reassurance filling his voice. “I’ll have you out in no time.”

  If only.

  Our fingertips touched.

  My widening eyes met Leo’s as lightning bolted across my skin like liquid fire. From his flinch, I knew the same sensation had jolted through him, as well.

  “Janie.” His amber eyes on mine, his golden hair swung forward beyond his shoulders.

  An awareness I could not name burst through me.

  “Bondmate,” he shouted. He leaned even further into the hole, desperation digging crevasses into his rugged face. “Grab my wrist!”

  A body blocked out the wispy moonlight as someone leaned over and shoved Leo from behind.

  Angry curses burst from his throat.

  And he fell inside the spider pit with me.

  Chapter Two

  Leo

  S piders. Shit. Every guy gets to be scared of something, right?

  I’d hated those crawly little bastards since I was a cub and one of the other kids at the foster den had locked me in a tiny shed full of web and cocoons. At six, I’d been too young to shift, and the eight-legged freaks had wandered all over my unfurred skin. Not that they did anything. Hell, they’d not even been a poisonous variety, I discovered, years later. But the feel of having something crawl across me unchecked, the sensation of having no control over them, was one that’d stayed with me for twenty years.

  And now Janie was in a pit of the multiple-eyed, fanged beasts, and that should’ve been the shit of my nightmares. But, with one touch of her sweat-slicked skin, her fingertips just brushing mine, it had turned into a dream.

  I should’ve acted a damn sight cooler when our fingers met and the unmistakable jolt travelled through my arm and into my core. After all, she’d have no idea what the shock meant, never mind what the hell I was yelling about. But cool was for guys like Herc and Jag, it’d never been my thing.

  Truth was, I’d liked Janie—Dr. Hartlin—from the first time I saw her in the med center. She was…serious. She tended to frown as she focused on her work, occasionally tossing her head to flip the long silver ponytail back over her shou
lder. Maybe the frown meant she was actually a little short-sighted, but the habit put the cutest wrinkle between her eyes, like she was intent solely on her task.

  Luckily, the only time I’d ended up in the med center for treatment, Maya had fixed me up, not Janie. If I’d come under Janie’s care, had that rapt attention focused on me, I’d have blurted out my thoughts. As it was, I’d managed to act chill, getting to know her on a nodding basis—largely by finding it necessary to visit a couple of Glian mates who’d gotten a bit too rowdy at the sleaze-easy one night, and ended up in the infirmary while Janie was on duty. Of course, my decision to look in on them had been totally philanthropic. Even if I couldn’t remember their names.

  When Janie had turned up at our quarters in the compound a couple of days ago, I couldn’t believe she’d known my name. Had smiled at me, too, as though I’d back her up in the face of Herc’s anger. And I probably would have, if he hadn’t been quick to realize that she wasn’t on the Regime’s side. Nor the Resistance’s either, as she’d stated. She was at the compound with a job to do. A serious job. A job for an educated, intelligent, compassionate woman.

  A woman who couldn’t be interested in a shifter who didn’t even have his own lion pride.

  A woman who’d have no time for a mercenary who made his living fangs, claws, and gun for hire.

  A woman who had, through no fault of her own, just made the first bondmate with that man.

  Hells, this was going to be messy.

  Right now, though, messy was for what I planned to do with the multitude of swarming spiders. I seized Janie around her waist, lifting her above the mass of black bodies pulsing in a pond of green slime where she’d mashed a portion of their population. Not a large enough portion, for my liking. “Have you been bitten? Did they get you? Janie?”

  She shook her head, one arm cinching around the back of my neck, the other swiping frantically at her legs. “No. I don’t think—”

  I snatched at her hand, stopping her from contacting the spiders. “They’re armor spiders. Don’t touch them. Leave them to me.” I hooked her legs up around my waist, pretending not to notice how her short uniform rode high. I’d heard that Smithton, our C.O., had redesigned the female med staff uniform six years ago, when he was assigned to the Glian outpost. Obviously for his viewing pleasure, not to combat the desert extremes of freezing nights and un-survivable hot days. From what Herc had discovered in Smithton’s rooms when he rescued his bond mate, Maya, from the C.O.’s doping attempt, it seemed likely the rumors were true.

  Janie shook her head, though her thighs scissored tight above my hips. “But they’re climbing onto you, Leo.”

  Hells, yeah, I was fully aware of that, and running the facts through my brain, trying to recall whether shifters were immune to the beasts, wasn’t any help because the damn things were still spiders. Still, I got a buzz hearing her say my name, her voice warm and syrupy, like molten beejus.

  “Put me down,” she demanded. “We have to squash them.”

  I had to grin. “Honey, you’d need to be a centipede-shifter to get all these little bastards. Something you want to tell me?”

  She went still for a moment, and I realized I’d overstepped the mark by calling her honey.

  Damn paw-in-mouth. That was kind of my go-to signature move. The guys always hassled me for not having much to say, but I could be pretty sure that, if I opened my mouth, I should’ve kept it shut. Snappy one-liners were their thing, not mine. Even Spike had been able to outdo me when it came to laying the lines on girls, and gods knew, he’d been rough around the edges.

  “Sorry, hon—” Yeah, there I went again. I shook my head. “Sorry, Janie, I didn’t—”

  Her eyes were huge, staring over my shoulder as her thighs tightened on my waist. She swallowed audibly, her violet gaze flicking to my face for the briefest second, then back over my shoulder. “Leo…”

  Okay, sexy voice had disappeared in favor of terrified voice. I didn’t want to turn toward whatever she could see behind me, because, with her clutched like a feylon—all clinging arms and unforgiving grip—around my middle, I’d expose her to the danger. Instead, I swiveled my head as far as I could, shaking it to move the long hair from my eyes.

  Yeah, bad move. Should’ve left the hair obscuring my view. A liger’s length from us, a pair of articulated legs, thick as a Glian’s forearm and black as pitch, poked clear of a low tunnel leading from the smooth-sided pit we were trapped in. The legs were forested with dense hairs, each standing erect like a black char stick, and tipped with a pair of shiny black, curved claws.

  An ominous clicking noise echoed around the cave as the spider opened and closed the vice-like claw, carefully searching through the mashed corpses on the floor.

  As I held my breath, gleaming black jaws emerged from the cave, the high gloss reflecting the huge fangs that curved aggressively from each side of the spider’s head. The row of eight eyes, blank and fearless, caught the glinting light as the neckless spider swung its huge cephalothorax so it could look around. The clicking noise intensified, the spider seeming to bunch angrily as it assessed the carnage.

  “Momma’s mad,” I hissed to Janie. “Quick, I’ll boost you out.”

  “No.” She clung to me. “How will you get out?”

  “Don’t worry, I’ll shift. But I can’t do it with you in here.” The pit was too small, I’d crush her if I shifted before I had her out. Plus, I wasn’t entirely convinced there’d be time for me to shift before the spider decided she wanted revenge.

  The edge of the pit was almost double my height, but I hoisted Janie onto my shoulders. “Stand up, you’ll be able to reach the lip.” I hoped. “Look over the edge before you climb out.” Something out there had shoved me. My mouth might be clumsy, but I sure as hells didn’t make a habit of falling headfirst.

  Not physically, anyway.

  She scrambled up, my hands locked around her calves to steady her as she stretched.

  I glanced up. Yeah, even with an armor spider breathing down my neck, I wasn’t missing the chance of checking out those long legs stretching forever up to—well, up to somewhere I’d never get to discover. Because I was not the right kind of man for Dr. Janie Hartlin.

  “Leo, I can’t reach,” she whimpered.

  “Lock your knees, keep your body rigid.” As I spoke, I firmed my grip on her legs and lifted her straight up, like an elevator. She gasped, and I felt her lean forward, clutching and scrabbling at the edge of the pit. God, I hoped it was safe out there. Where the hells had Jag gotten to? Out on patrol, I’d only run into him an hour earlier, and we’d been making a dash for the compound when my ears had picked up the scrabbling noise from the pit, followed by Janie’s scream.

  Still, Janie had to be safer out there than trapped in here, with the stuff of my nightmares.

  The armor spider hissed, venom dripping from her fangs. I was sorry for her, really. Janie had done a pretty fine job of ripping into her family. But I wasn’t about to hang around to make apologies.

  As Janie scrambled clear, I yanked off my pack and tossed it up to where she stood, cautiously leaning over the edge of the pit. “Look away, Janie. I’m going to shift.”

  Shifting hurts. Like, I mean, it hurts like hell, each time we do it. Skin stretching. Bones elongating. Muscles and sinew tearing and re-knitting. And I’m damn sure it’s not pretty to watch. Not something you want to do in front of the woman you’ve spent six weeks fantasizing about.

  Not that I’d been languishing, waiting for a woman to come into my life, but, unlike the other guys, I wanted a mate, not just a rut.

  The lack of a pride hadn’t bothered me overmuch, until I landed eyes on Janie. Even then, I’d been dealing with it. But now she’d touched me. Or I’d touched her. Or whatever the hell had happened, and I needed to get out of this damn pit and begin working out how in five systems I’d avoid her from now on, so as not to embarrass myself with my obvious crush.

  I shook my head, roaring as
the change swept over me and my clothes shredded. The mamma spider shrank away, the sound waves sending her brethren rushing back into the tunnel, squashing past her bloated body. As I glanced up to gauge my leap, I realized Janie was still leaning over the edge. She hadn’t looked away, as instructed. Damn.

  Oddly, she didn’t look appalled or disgusted. Instead, she stretched a hand toward me, as though she could somehow help a full-grown lion out of a childish nightmare. “Come on, Leo, quick. Get out.”

  It seemed odd, having someone speak to me as though I was a man, when I’d adopted my feline form. I bunched my hind legs and leapt, easily clearing her. I could’ve jumped out of the opposite side of the pit, but if I had to walk away from her, I’d rather she was impressed by my leonine prowess, than remember the look of abject terror that’d no doubt swept my face when I first saw the spiders.

  I shook thoroughly, like a dog, and probably for far longer than necessary, to make sure none of the foul arachnids clung to me. Then I shifted back to my human form, the change that way always painless, as we shrank back to a closer approximation of human size. Janie still hadn’t moved away, her gaze on me, now, not the pit. I guess she’d also read up on armor spiders, and knew they favored the dark. I scowled as she continued watching, embarrassment overcoming me. “Why didn’t you look away?”

  “Why would I?” she countered. A grin flashed across her face. “I guess this is where I make a joke about how nice it was of you to drop in?”

  “Get your clothes off,” I growled, taking a stride toward her.

  Her eyes widened. “Back off, soldier. You could buy a girl a drink, first. Survival euphoria?”

  I reached out and ripped her low-cut shirt open, the fasteners spraying to the sand. She gasped, but I wasn’t sure whether it was at my actions, or at the thumb-sized armor spider I snatched from her chest and squished between my fingers. “Strip. Quickly.”

  “Shit.” She tugged her shirt and jacket off, and her hands moved to her short, white skirt. She paused to jerk her head at me. “Turn around, then.”