STEVE POPPED OVER FOR A VISIT late Saturday afternoon. We hadn't said much to each other all week and he was the last person I was expecting. Mom let him in and called me downstairs. I saw him when I was halfway down, paused, then shouted for him to come up.

He gazed around my room as though he hadn't been there for months. "I'd almost forgotten what this place looks like," he said.

"Don't be silly," I said. "You were here a couple of weeks ago."

"It seems longer." He sat on the bed and turned his eyes on me. His face was serious and lonely. "Why have you been avoiding me?" he asked softly.

"What do you mean?" I pretended I didn't know what he was talking about.

"You've been steering clear of me these past two weeks," he said. "It wasn't obvious at first, but each day you've been spending less time with me. You didn't even pick me when we were playing basketball in gym last Thursday."

"You're not very good at basketball," I said. It was a lame excuse, but I couldn't think of a better one.

"I was confused at first," Steve said, "but then I figured it out. You didn't get lost the night of the freak show, did you? You stuck around, up in the balcony probably, and saw what happened between me and Vur Horston."

"No, I didn't! "I snapped.

"No?" he asked.

"No," I lied.

"You didn't see anything?"

"No."

"You didn't see me talking to Vur Horston?"

"No!"

"You didn't..."

"Look, Steve," I interrupted, "whatever happened between you and Mr. Crepsley is your business. I wasn't there, didn't see it, don't know what you're talking about. Now if..."

"Don't lie to me, Darren," he said.

"I'm not lying!" I lied.

"Then how did you know I was talking about Mr. Crepsley?" he asked.

"Because..." I bit my tongue.

"I said I was talking to Vur Horston." Steve smiled. "Unless you were there, how would you know that Vur Horston and Larten Crepsley are one and the same?"

My shoulders sagged. I sat on the bed beside Steve. "Okay," I said, "I admit it. I was in the balcony."

"How much did you see and hear?" Steve asked.

"Everything. I couldn't see what he was doing when he was sucking out your blood, or hear what he was saying. But apart from that..."

"Everything," Steve finished with a sigh. "That's why you've been avoiding me: because he said I was evil."

"Partly," I said. "But mostly because of what you said. Steve, you asked him to turn you into a vampire! What if he had turned you into one and you'd come after me? Most vampires go after people they know first, don't they?"

"In books and movies, yes," Steve said. "This is different. This is real life. I wouldn't have hurt you, Darren."

"Maybe," I said. "Maybe not. The point is, I don't want to find out. I don't want to be friends with you anymore. You could be dangerous. What if you met another vampire and this one granted your wish? Or what if Mr. Crepsley was right and you're really evil and..."

"I'm not evil!" Steve shouted, and shoved me back on the bed. He leaped on my chest and stuck his fingers in my face. "Take that back!" he roared. "Take that back, or so help me, I'll jerk your head off and..."

"I take it back! I take it back!" I shrieked. Steve was heavy on my chest, his face flushed and furious. I would have said anything to get him off.

He sat perched on my chest a few seconds longer, then grunted and rolled off. I sat up, gasping, rubbing my face where he had poked it.

"Sorry," Steve mumbled. "That was over the top. But I'm upset. It hurt, what Mr. Crepsley said, and you ignoring me at school. You're my best friend, Darren, the only person I can really talk to. If you break up our friendship, I don't know what I'll do."

He started to cry. I watched him for a few seconds, torn between fear and sympathy. Then my nobler self got the better of me and I put an arm around his shoulder. "It's okay," I said. "I'll still be your friend. C'mon, Steve, quit crying, okay?"

He tried but it took a while for the tears to stop. "I must look like a total fool," he finally sniffed.

"No," I said. "I'm the fool. I should have stood by you. I was a coward. I never stopped to imagine what you must be going through. I was only thinking of myself and Madam..." I made a face and stopped talking.

Steve stared at me curiously. "What were you going to say?" he asked.

"Nothing," I said. "It was a slip of the tongue."

He grunted. "You're a bad liar, Shan. Always were. Tell me what it was you were about to let slip."

I studied his face, wondering if I should tell him. I knew I shouldn't, that it could only mean trouble, but I felt sorry for him. Besides, I needed to tell someone. I wanted to show off my wonderful pet and the great tricks we could do.

"Can you keep a secret?" I asked.

"Of course," he snorted.

"This is a big one. You can't tell anyone, okay? If I tell you, it has to stay between the two of us. If you ever talk..."

"You'll talk about me and Mr. Crepsley," Steve said, grinning. "You have me over a barrel. No matter what you tell me, you know I can't blab, even if I wanted to. What's the big secret?"

"Wait a minute," I said. I got off the bed and opened the door to the room. "Mom?" I shouted.

"Yes?" came her muffled reply.

"I'm showing Steve my flute," I yelled. "I'm going to teach him how to play it, but only if we're not disturbed, okay?"

"Okay," she called back.

I closed the door and smiled at Steve. He looked puzzled. "A flute?" he asked. "Your big secret is a flute?"

"That's part of it," I said. "Listen, do you remember Madam Octa? Mr. Crepsley's spider?"

"Of course," he said. "I wasn't paying much attention to her when she was on but I don't think anyone could ever forget a creature like that. Those hairy legs: brrrr!"

I opened the door to the closet while he was speaking and got out the cage. His eyes squinted when he saw it, then widened. "That's not what I think it is, is it?" he asked.

"That depends," I said, whipping off the cloth. "If you think it's a deadly performing spider you're right!"

"Oh man!" he gasped, almost falling off the bed in shock. "That's a...she's a...where did...Wow!"

I was delighted with his reaction. I stood over the cage, smiling like a proud father. Madam Octa lay on the floor, quiet as ever, paying no attention to me or Steve.

"She's awesome!" Steve said, crawling closer for a better look. "She looks just the same as the one in the circus. I can't believe you found one that looks so similar. Where'd you get her? A pet shop? From a zoo?"

My smile slipped. "I got her from the Cirque Du Freak, of course," I said uneasily.

"From the freak show?" he asked, face crinkling. "They were selling live spiders? I didn't see any. How much did she cost?"

I shook my head and said: "I didn't buy her, Steve. I...Can't you guess? Don't you understand?"

"Understand what?" he asked.

"That's not a similar spider," I said. "That's the same one. It's Madam Octa."

He stared at me, as though he hadn't heard what I'd said. I was about to repeat it, but he spoke up before I could. "The...same...one?" he asked in a slow, trembling voice.

"Yes," I said.

"You mean...that's...Madam Octa? The Madam Octa?"

"Yes," I said again, laughing at his shock.

"That's...Mr. Crepsley's spider?"

"Steve, what's wrong? How many times do I have to say it for you to..."

"Wait a minute," he snapped, shaking his head. "If this is really Madam Octa, how did you get your hands on her? Did you find her outside? Did they sell her off?"

"Nobody would sell a great spider like this," I said.

"That's what I thought," Steve agreed. "So how did..." He left the question hanging in the air.

"I stole her," I said, puffing up proudly. "I went back to the theater that Tuesday morning, crept in, found where she was, and snuck out with her. I left a note telling Mr. Crepsley not to come looking for her or I'd report his being a vampire to the police."

"You...you..." Steve was gasping. His face had turned white and he looked like he was about to collapse.

"Are you all right?" I asked.

"You...imbecile!" he roared. "You lunatic! You moron!"

"Hey!" I shouted, upset.

"Idiot! Dumbo! Cretin!" he yelled. "Do you realize what you've done? Do you have any idea what kind of trouble you're in?"

"Huh? "I asked, bewildered.

"You stole a vampire's spider!" Steve shouted. "You stole from a member of the undead! What do you think he's going to do when he catches up with you, Darren? Spank your bottom and scold you? Tell your parents and make them ground you? We're talking about a vampire! He'll rip out your throat and feed you to the spider! He'll tear you to pieces and..."

"No, he won't," I said calmly.

"Of course he will," Steve replied.

"No," I said, "he won't. Because he won't find me. I stole the spider the Tuesday before last, so he's had nearly two whole weeks to track me down, but there hasn't been a sign of him. He left with the circus and won't ever come back, not if he knows what's good for him."

"I dunno," Steve said. "Vampires have long memories. He might return when you're grown up and have kids of your own."

"I'll worry about that when and if it happens," I said. "I've gotten away with it for the time being. I wasn't sure I would I thought he'd track me down and kill me but I did. So quit with the names, all right?"

"You're something else." He laughed, shaking his head. "I thought I was daring, but stealing a vampire's pet! I never would have thought you had it in you. What made you do it?"

"I had to have her," I told him. "I saw her onstage and knew I'd do anything to get her. Then I discovered Mr. Crepsley was a vampire and realized I could blackmail him. It's wrong, I know, but he's a vampire, so it's not too bad, is it? Stealing from someone bad in a way it's a good thing, right?"

Steve laughed. "I don't know if it's good or bad," he said. "All I know is, if he ever comes looking for her, I wouldn't want to be in your shoes."

He studied the spider again. He stuck his face up close to the cage (but not close enough for her to strike him) and watched her belly bulging in and out.

"Have you let her out of the cage yet?" he asked.

"Every day," I said. I picked up the flute and gave a toot. Madam Octa jumped forward a couple of centimeters. Steve yelped and fell back on his butt. I howled with laughter.

"You can control her?" he gasped.

"I can make her do everything Mr. Crepsley did," I said, trying not to sound boastful. "It's really easy. She's perfectly safe as long as you concentrate. But if you let your thoughts wander for even a second..." I drew a finger across my throat and made a choking noise.

"Have you let her make a web over your lips?" Steve asked. His eyes were shining brightly.

"Not yet," I said. "I'm worried about letting her in my mouth: the thought of her slipping down my throat terrifies me. Besides, I'd need a partner to control her while she spun the web, and so far I've been alone."

"So far." Steve grinned. "But not anymore." He got up and clapped his hands. "Let's do it. Teach me how to use that fancy tin whistle and let me at her. I'm not afraid to let her in my mouth. C'mon, let's go, let's go, let's go go go go GO!"

I couldn't ignore excitement like that. I knew it was unwise to involve Steve with the spider on such short notice I should have made sure he got to know her better but I ignored common sense and gave in to his wishes.

I told him he couldn't play the flute, not until he'd practiced, but he could play with Madam Octa while I was controlling her. I ran him through the tricks we were going to do and made sure he understood everything.

"Being quiet is vital," I said. "Don't say anything.

Don't even whistle loudly. Because if you disturb my attention and I lose control of her..."

"Yeah, yeah," Steve sighed. "I know. Don't worry. I can be quiet as a mouse when I want."

When he was ready, I unlocked Madam Octa's cage and began playing. She moved forward at my order. I could hear Steve drawing in his breath, a little scared now that she was out in the open, but he gave no sign that he wanted to stop, so I went on blowing and started her off on her routine.

I let her do a lot of stuff by herself before allowing her near Steve. We'd developed a great understanding over the last week or so. The spider had grown used to my mind and the way it thought, and had learned to obey my commands almost before I finished sending them. I'd learned that she could work from the shortest of instructions: I only had to use a few words to prompt her into action.

Steve watched the show in total silence. He almost clapped a few times but caught himself before his hands could meet and produce a noise. Instead of clapping, he gave me the thumbs-up sign and mouthed the words "great." "super." "awesome," and so on.

When the time came for Steve to take part in the act, I gave him the nod that we had agreed upon. He gulped, took a deep breath, then nodded back. He rose to his feet and stepped forward, keeping to the side so I wouldn't lose sight of Madam Octa. Then he sank to his knees and waited.

I played a new tune and sent a new set of orders. Madam Octa sat still, listening. When she knew what I wanted, she started creeping toward Steve. I saw him shivering and licking his lips. I was going to cancel the act and send the spider back to her cage, but then he stopped shaking and became calmer, so I continued.

He gave a small shudder when she started crawling up the leg of his pants, but that was a natural response. I still got the shakes sometimes when I felt her hairy legs brushing against my skin.

I made Madam Octa crawl up the back of his neck and tickle his ears with her legs. He giggled softly and the last traces of his fear vanished. I felt more confident now that he was calmer, so I moved the spider around to the front of his face, where she built small cobwebs over his eyes and slid down his nose and bounced off his lips.

Steve was enjoying it and so was I. There were lots of new things I was able to do now that I had a partner.

She was on his right shoulder, preparing to slide down his arm, when the door opened and Annie walked in.

Normally Annie never enters my room before knocking. She's a great kid, not like other brats her age, and almost always knocks politely and waits for a reply. But that evening, by sheer bad luck, she happened to barge in.

"Hey, Darren, where's my..." she started to say, then stopped. She saw Steve and the monstrous spider on his shoulder, its fangs glinting as though getting ready to bite, and she did the natural thing.

She screamed.

The sound alarmed me. My head turned, the flute slid from my lips, and my concentration snapped. My link to Madam Octa disintegrated. She shook her head, took a couple of quick steps closer to Steve's throat, then bared her fangs and appeared to grin.

Steve roared with fear and surged to his feet. He swiped at the spider, but she ducked and his hand missed. Before he could try again, Madam Octa lowered her head, quick as a snake, and sank her poison-tipped fangs deep into his neck!