I MADE IT BACK ABOUT twenty minutes before Mom and Dad got up. I hid the spider cage at the back of my closet, under a pile of clothes, leaving enough holes so Madam Octa could breathe. She should be safe there: Mom left cleaning up the room to me, and hardly ever came in snooping around.

I slipped into bed and pretended to be asleep. Dad called me at quarter to eight. I put on my school clothes and walked downstairs, yawning and stretching like I'd just gotten up. I ate breakfast quickly and hurried back upstairs to check on Madam Octa. She hadn't moved since I'd stolen her. I gave the cage a small shake but she didn't budge.

I would have liked to have stayed home and kept an eye on her but that was impossible. Mom always knows when I fake being sick. She's too smart to be fooled.

That day felt like a week. The seconds seemed to drag like hours, and even break and lunchtime went slowly! I tried playing soccer but my heart wasn't in it. I couldn't concentrate in class and kept giving stupid answers, even to simple questions.

Finally it ended and I was able to rush home and up to my room.

Madam Octa was in the same spot as earlier. I was half-afraid she was dead, but I could see her breathing. Then it struck me: she was waiting to be fed! I'd seen spiders this way before. They could sit still for hours at a time, waiting for their next meal to come along.

I wasn't sure what I should feed her, but I guessed it wasn't too different from what ordinary spiders ate. I hurried out into the garden, pausing only to snatch an empty jelly jar from the kitchen.

It didn't take long to collect a couple of dead flies, a few bugs, and a long wriggly worm. Then I raced back inside, hiding the jelly jar inside my T-shirt, so Mom couldn't see it and start asking questions.

I closed my bedroom door and stuck a chair against it so nobody could come in, then placed Madam Octa's cage on my bed and removed the cloth.

The spider squinted and crouched down lower at the sudden surge of light. I was about to open the door and throw the food in when I remembered I was dealing with a poisonous spider who could kill me with a couple of bites.

I lifted the jar over the cage, picked out one of the live insects, and dropped it. It landed on its back. Its feet twitched in the air and then it managed to roll over onto its belly. It began crawling toward freedom but didn't get far.

As soon as it moved, Madam Octa pounced. One second she was standing still as a cocoon in the middle of the cage, the next she was over the insect, baring her fangs.

She swallowed the bug down quick. It would have fed a normal spider for a day or two, but to Madam Octa it was no more than a light snack. She made her way back to her original spot and looked at me as if to say, "Okay, that was nice. Now where's the main course?"

I fed her the entire contents of the jar. The worm put up a good fight, twisting and turning madly, but she got her fangs into it and ripped it in half, then into quarters. She seemed to enjoy the worm the most.

I had an idea and grabbed my diary from underneath my mattress. My diary is my most prized possession, and it's because I wrote everything down in it that I'm able to write this book. I remember most of the story anyway, but whenever I get stuck, all I have to do is open the diary and check the facts.

I folded the diary open to the back page, then wrote down all that I knew about Madam Octa: what Mr. Crepsley had said about her in the show, the tricks she knew, the food she liked. I put one checkmark beside food she liked a lot, and two checkmarks beside food she loved (so far, only the worm). This way I'd be able to figure out the best way to feed her, and what to give her as a treat when I wanted her to do a trick.

I brought up some grub from the fridge next: cheese, ham, lettuce, and roast beef. She ate just about everything I gave her. It looked like I was going to be kept busy trying to feed this ugly lady!

Tuesday night was horrible. I wondered what Mr. Crepsley would think when he woke and found his spider missing and a note in its place. Would he leave like I told him, or would he come looking for his pet? Maybe, since the two of them could speak with each other telepathically, he would be able to trace her here!

I spent hours sitting up in bed, holding a cross to my chest. I wasn't sure if the cross would work or not. I know they work in the movies but I remembered talking to Steve once and he said a cross was no good by itself. He said they only worked if the person using them was good.

I finally fell asleep about two in the morning. If Mr. Crepsley had come, I would have been completely defenseless, but luckily, when I woke in the morning there was no sign of his having come, and Madam Octa was still resting in the closet.

I felt a lot better that Wednesday, especially when I popped by the old theater after school and saw the Cirque Du Freak had left. The cars and vans were gone. No trace of the freak show remained.

I'd done it! Madam Octa was mine!

I celebrated by buying a pizza. Ham and pepperoni. Mom and Dad wanted to know what the special occasion was. I said I just felt like something different and offered them and Annie a slice, and they left it at that.

I fed the scraps to Madam Octa and she loved them. She ran around the cage licking up every last crumb. I made a note in my diary: "For a special treat, a piece of pizza!"

I spent the next couple of days getting her used to her new home. I didn't let her out of the cage, but I carried it around the room so she could see every corner and get to know the place. I didn't want her to be nervous when I finally freed her.

I talked to her all the time, telling her about my life and family and home. I told her how much I admired her and the kind of food I was going to get her and the type of tricks we were going to do. She might not have understood everything I said, but she seemed to.

I went to the library after school on Thursday and Friday and read as much about spiders as I could find. There was all sorts of stuff I hadn't known. Like they can have up to eight eyes, and the threads of their webs are gluey fluids that harden when they're let out into the air. But none of the books mentioned performing spiders, or ones with telepathic powers. And I couldn't find any pictures of spiders like Madam Octa. It looked like none of the people who wrote these books had seen a spider like her. She was unique!

When Saturday came, I decided it was time to let her out of her cage and try a few tricks. I had practiced with the flute and could play a few very simple tunes quite well. The hard part was sending thoughts to Madam Octa while playing. It was going to be tricky, but I felt I was up to it.

I closed my door and shut my windows. It was Saturday afternoon. Dad was working and Mom had gone to the mall with Annie. I was all alone, so if anything went wrong it would be entirely my fault, and I would be the only one to suffer.

I placed the cage in the middle of the floor. I hadn't fed Madam Octa since the night before. I figured she might not want to perform if she was full of food. Animals can be lazy, just like humans.

I removed the cloth, put the flute in my mouth, turned the key, and opened the tiny door to the cage. I stepped back and squatted down low, so she could see me.

Madam Octa did nothing for a while. Then she crept to the door, paused, and sniffed the air. She looked too fat to squeeze through the gap, and I began to think I must have overfed her. But somehow she managed to suck her sides in and ease out.

She sat on the carpet in front of the cage, her big round belly throbbing. I thought she might walk around the cage to check the room out, but she didn't show the faintest sign of having any interest in the room.

Her eyes were glued to me!

I gulped loudly and tried not to let her sense my fear. It was difficult but I managed not to shake or cry. The flute had slipped about an inch from my lips while

I was watching her but I was still holding it. It was time to start playing, so I pressed it back between my lips and prepared to blow.

That was when she made her move. In one giant leap, she sprang across the room. She flew forward, up into the air, jaws open, fangs ready, hairy legs twitching straight at my unprotected face!