HSA-402: Arachnae

Danny lugged the case up the small fridge up the stairs. Nelson followed behind with an assortment of clothes draped over his arms. They both made sounds of aggravation as they dropped their respective burdens in the small room. Danny took a moment to catch his breath before gathering the clothes up from the naked bed where Nelson left them. He moved them to the closet, giving them a single swat to knock out any wrinkles.

“Spider,” Nelson said, pointing at the closet door.

Danny followed the gesture to a small, black spider moving erratically up the wood. “Jumpy spider,” he said. “Harmless. They eat mites and stuff.” He shooed the small creature away, watching it scurry into the crack of the closet door.

“Jumpy spider can’t be their real name?” Nelson sat on the bed, arbitrarily stretching out his shoulders.

Danny shrugged. “That’s what we always called them.” He joined his friend on the bed, glad to be off his feet after taking the first flight of stairs more times than felt necessary. He didn’t think he’d brought much with him until they moved it into his room.

As they took their breather, they heard the clattering of one of the other new arrivals moving up the stairs. Nelson craned his head around to peer out the door. “Its the one with the fat ass,” he whispered. “What’d she say her name was?”

Danny didn’t want to admit he’d also paid attention to which of the girls they’d met had the biggest butt. “I think you’re talking about Laura.”

Nelson grinned, “Right. Laura. Guess that means Kristen is upstairs with girl number four, whatever her name is. So, Laura clearly has the best ass. Kristen has the biggest tits. I guess the other one splits the difference on both fronts. Maybe she’s eager for it a little more, huh? You know how girls are when they don’t get enough attention.”

“This is why I’m living here, and you’re staying back in the sticks with the rest of the mouth-breathers.” Danny hopped to his feet and moved over to a television set. “Help me get this up on the desk over there.”

“What’ll you do for a desk?”

“I’ll use my laptop or the floor. I don’t know, where else can I put it?”

“On top of the fridge,” said a voice from the door. Girl number four lingered at the entrance with her hands clasped behind her back. She wore a black t-shirt and a pair of black shorts covered in thick stripes of dust. She offered her hand to Danny, “I guess you’re our fourth. I’m Maggie, Maggie Blake.”

Danny shook her hand. “Danny Kent. This is my friend from back home, Nelson. He’s helping me move.” Nelson waved, sheepishly. “Fridge is a good idea, though. Won’t be using that wall for anything else.” He shuffled his hands. “So, you’re upstairs?”

Maggie pointed up. “Yep, right above you. I’ll try to keep it down. I’m here on a dance and bagpipes scholarship though, so I can’t make any promises.” She grinned wide, barely unable to contain her giggles. “I’m sorry. That was dumb. I’m a poetry student.”

Danny and Nelson looked back with blank faces. Nelson finally said, “Oh! Because you’d be loud if you were the other thing.”

Her mirth flushed to embarrassment. “Uh, anyway. I wanted to introduce myself is all. You met the other girls? I talked with Laura for a while. She seems nice. I thought maybe we could all get together for a little socializing later on once we’re all settled. We’re going to be living together for nine months, probably should get to know one another. Make sure you’re not a murderer, you know. Not you…you…but anyone. I’m not a murderer.” She rocked back on her heels.

“Sounds fun,” Danny said. He was relieved someone else would be more awkward than him at meeting their roommates. “I don’t have much left to do. Whenever you want to get together, give me a shout.”

“Your friend’s invited, too, obviously,” she said

“He’s not staying,” Danny stepped in front of Nelson before he could display any reaction to being cut out. Maggie nodded and slipped away down the hall. Danny moved over and began putting the fridge and television together.

“I could have come along,” Nelson said, sourly. “Not like I’ve got anything to go back to.”

“You have work in the morning, don’t you?”

“Sure, but who gives a damn about that when I could have a shot at either the tits or the ass.”

“And that’s precisely why you’re not coming. And no love for Maggie?”

“Bruh, even I can see her mooning over you. Love at first sight if I ever saw it.”

Danny almost dropped the television as he turned around sharply. “What? No, she was nervous, that’s all.”

“No one makes a joke that terrible and then immediately explains it unless they want in your pants,” Nelson argued. He hopped up off the bed. “But, if I don’t get to hang out with the new tail in your life, then I should get back so I can sniff out some of the old ones. Jenny’s still back home and has no prospects. She’s sad enough to sleep with me, I bet.”

Danny put down the tv and turned to say goodbye. “Boy, I hope we don’t drift apart,” he said.

“Who would educate out my crass sensibilities. I’ll be back. Don’t worry. You’re only a thirty minute drive away. It’ll take more than that to shake off my worthless ass. Later.”

Without any more fuss, Nelson left. Danny wondered where his friend would sleep when he visited.


Hours later, Danny answered a call to come down to the small common area on the first floor. The three girls looked tired and grimy, but cheerful. They sat at the small table in the center of the common room with two bottles between them, one uncorked. Kristen moved a tumbler over to a fourth chair. “Wine? Or do you only drink beer or something?”

“I like wine,” he said. “Not much of a drinker, though. Usually only with meals.”

“Well, we want to get to know you,” Kristen said, pouring a sloshing amount into the glass. “So, drink up.”

Laura smiled pleasantly as he sat down between her and Kristen. “How’s your room? I mean, it’s the same as ours, I think, but still…”

“It’s good,” he took the wine and sniffed. It smelled too sweet, but he drank it nonetheless. “All settled in, I think. How about all of you?”

“It’s small,” Kristen said.

“I think they’re cozy,” Laura insisted. “I like the character in them. The squeaky doors. Scuffed floors. Shows they’ve been lived in. Makes it feel less like a temporary dorm, you know?”

“Lots of bugs in your rooms?” Maggie asked, a nervous tone in her voice.

Kristen’s face contorted into disgust, “Bugs? Like bed bugs? I swear, is it too late to get our deposits back?”

“No, not like that. Spiders, I think,” Maggie said.

Danny thought she looked different. In the few short hours since he’d met her, she seemed to have lost her excitement or eagerness. Perhaps she was tired. “I’ve seen a few. Little ones. They’re harmless, and they eat things like bedbugs so they’re kind of good to have around.”

“If I see one, I’m squashing it,” Kristen said. “A bug is a bug.”

“Oh, don’t do that,” Maggie said. “I mean, if they’re helping, there’s no reason to kill them.”

“Maybe come October they’ll help spooky the place up some,” Laura suggested. “You know, authentic cobwebs.”

“That’d require a cob spider,” Kristen said, dismissively.

“Actually, the word cobweb comes from an archaic word for spider, ‘coppe’. Old English, I think. So, cobweb is spiderweb by another name.” Danny took a long drink from the wine as the girls all stared at him quizzically.

“Are you the ‘well actually’ guy? Cause that’s gonna get boring,” Kristen said, but with a grin.

“I think it’s interesting. Where do we get the big thick webs from then? Most of the spider webs I’ve seen are thin. Sometimes pretty, but not that thick stuff like they sell at the Halloween store.” Laura pulled out her phone and went to typing.

“Let’s not talk about spiders,” Maggie suggested. “We’re supposed to be getting to know one another.”

“We are,” Kristen said. “He’s the ‘well actually’ guy. Laura’s the one who’s super interested in stuff. You’re the spider girl. And I’m the alcoholic. I’m already on glass number two, drink up you lightweights.”

They did. Tensions eased as they talked. In particular, Kristen’s hostility faded as the night went on. Halfway through her third glass, she declared Danny to be ‘all right’ and dropped any probing inquires from her conversation. Danny, meanwhile, sipped his wine while listening to the girls talk. He took a lot more offense to the ‘well actually’ comments than he let on, and so decided to wait to be addressed rather than offer information so willingly.

Laura spent a lot of time on her phone texting with other friends. She seemed nice enough, if a bit on the ditzy side for Danny’s socializing preference. Whenever she could, Laura turned the conversation to things she found cute or interesting, often showing the table pictures on her phone. Included among these photos, without any tact, were accidentally displayed pictures of her “being cute” with her boyfriend, Ethan. Maggie made a solid effort to appear interested, but Kristen didn’t bother, going so far as to whisper, “I’ll give it three weeks before he fucks someone else” to Danny.

Her joke about being the alcoholic became less of a joke as the night went on. For every single glass of wine had by the others, Kristen had two and a half. Unfortunately, it improved her abrasive personality by a magnitude. Danny assumed she’d found the correlation between people’s impressions of her and the intoxication level of her blood, leading to a problematic reliance on alcohol. In the end, she seemed nice if a little troubled.

Surprisingly, Maggie came off as the dull one of the group. Danny thought she buzzed with excitement when they met, and he’d hoped they would hit it off on one subject or the other. Instead, she offered little in the way of conversation. She acted perpetually distracted, often asking the others to repeat something and spending her time otherwise looking at the corners of the room. Danny guessed the wine might have the opposite effect on Maggie that it did on Kristen, dulling her rather than bringing out some inner shine.

Maggie ended the night rather abruptly, “It’s been a long day, after all. I never sleep well the first night in a new place. I don’t think the wine will help.”

“Counterpoint, yes it will,” Kristen said, refilling her glass. “Come on, you can’t all want to cash out now. It’s barely, oh fuck it’s after midnight.”

Laura’s eyes widened, “Really? Shit. I was supposed to call Ethan.” She hopped up and ran up the stairs.

“I’ll clean up,” Kristen said. “You two can go on to bed. I might finish off the bottle.”

Danny and Maggie shrugged at one another and left Kristen alone. They went up the first flight of stairs. Danny turned to head toward his room, but Maggie grabbed his arm. “Can I show you something? In my room…”

A hard knot went down Danny’s throat. “Uh, Maggie, it’s not that…but if we’re going to be roommates we can’t do —”

“It’s not that,” she said, her tone flat. “I found something, and since you seem smart, I thought you might know what it is.”

Embarrassed, but hoping to move on, he nodded. They went up the second flight of stairs, passed Laura’s room, and went in Maggie’s. She’d not done anything other than move her stuff around from the look of it, but Danny’s wasn’t in a much better state. The bed sat out slightly from the wall. Maggie went to it, pulled back a blanket which sat folded on the bare mattress, and retrieved a small object. Bringing it over to Danny, she hesitated, but handed it to him.

It was a disc of metal engraved with small symbols. At its center and featured prominently, the rough outline of a spider, its eight legs artfully drawn to small jewels around the edge. Danny thought it should weigh about as much as a heavy coin, like an old silver dollar, but in his palm it felt heavier. And cold, much colder than it should. “You found this?”

“Behind the bed,” Maggie said. “In a…little slat in the wall. I noticed it while moving the bed around. I wanted it against the other wall. I noticed the slat, pulled it open, and found it. Do you know what it is?”

Danny shrugged, “Piece of jewelry from the look of it. Not sure what it’s doing in the wall here. Previous tenant hid it for whatever reason and forgot about it. Maybe their kid did. I used to hide my mom’s necklaces. Probably still half a dozen of the cheap things scattered around our old yard.”

“Cheap? So it’s not real?” Maggie asked, more worried than disappointed.

He hefted the thing in his hand again. He’d never known anything cheap or fake to feel so heavy. “I’m not sure. You can take it to an appraiser, maybe. Or call the landlord and see if he knows anything about it.” Danny put the disc back in her hand. “I’m pretty beat, but if you want help rearranging your room in the morning, I can help.” A strange urge to get away from Maggie crept over him. He slipped back while she pressed the disc against her chest. “Good night.”

“Good night,” she said, wondering why touching the talisman had not burned him like it did her.


Danny saw less of his housemates than he expected over the next weeks. During their first week before classes, general errands kept them busy and out of the common area. Laura quickly made friends in town which kept her out most nights. Kristen and Danny crossed paths fairly often, but didn’t have much to say to one another. Maggie didn’t come out of her room much.

When classes began, he barely noticed when Kristen stopped being in the common areas. She and Maggie stopped leaving the upper floor altogether as far as he knew. He didn’t worry, exactly. People adjusted to moving differently. He thought Kristen might be drinking in her room. As far as Maggie, he assumed her enthusiasm during their initial meeting had been a fluke, attributing her cloistered behavior to an asocial personality type.

Laura’s disappearance finally unnerved him. A girl Danny didn’t know approached him on the way to class. She asked if he’d seen Laura, knowing Danny to be her roommate. He told the girl no, and she informed him that Laura hadn’t been to class in three days. That didn’t alarm Danny too much, but when the girl added that Laura had not posted to any social media either, he began to worry.

Returning home at the end of the day, he resolved to check on the girls. First he knocked on Laura’s door. “Come in,” she answered in a flat voice. He opened the door to see her sitting on the bed in a prim position, hands flat on her knees. She smiled, unsettlingly. “Danny, did you need something?”

He suddenly felt foolish, “Uh, no. Hadn’t seen anyone in a few days. Was just checking on you. This chick, Ruthy, asked me to see what you’re up to. She said you haven’t been texting her back.”

“Ruthy,” Laura repeated with pondering tone. “Oh, she and I aren’t getting along. I’ve decided to ghost her. Sorry she bothered you.”

Danny barely heard her. He couldn’t tell if it was a trick of the light or not, but Laura seemed to be shimmering as though she were covered in a thin sheen of wispy fibers. She barely moved, even when she spoke. “Um, have you see the others? Kristen or Maggie? They’re doing ok?”

Laura nodded, her head moving like a marionette. “Yes, they’re fine. Tired from school. You can go check on them if you want.”

“No, if you say they’re doing— anyway, like I said, only checking.” Without waiting, he shut the door and went back to his room.



Danny knew stories about people willfully ignoring huge warning signs. Until the days after his conversation with Laura, he’d thought of those people as silly. Surely, if he were in a situation where things felt wrong on every level, he would take the rational course. If he were trapped in a house with a mad killer, he would obviously call the police, lock his door, and face it with a weapon in hand. Danny thought of himself as a perfectly rational man who would not under any circumstance bend his gut instinct of fear around the preservation of normalcy. But after talking with Laura, he knew his idealized self was truly fiction.

He spent as much time as possible outside of his house. Many nights he slept on couches in study rooms or simply stayed awake until morning at the library. He still had to go home from time to time, though. When he did, the house showed no signs of life. Laura’s door stayed closed, and he did not dare go up the stairs. He saw spiders, not the small kind any more. Large, hairy things which scuttled out of sight right as he looked at them. They gave him the distinct impression of looking back. Still, he could sit in his room, take a shower, or have a meal without being too disturbed, so long as sunlight shone outside.

At night, the house changed. It became alive, though it looked no different. Danny thought he heard movement in the walls, but knew he heard other things. Moaning, passionate and ecstatic coming from all three rooms. He tried to convince himself that the women had boyfriends who sneaked in unseen. Or even that his housemates had become camgirls, streaming out their masturbatory sessions to the world at large for profit. He tired to hold this thought even when the internet stopped working. In the first week, they agreed on how to split utility bills. The only one which came monthly was the internet service, which Maggie agreed to pay. She clearly had not done so.

Danny came to a point of decision. He could leave and be done with the whole affair. He could collect his meager possessions and move to a different place. It would be costly and troublesome, but whatever strangeness was happening in the rooms around him would stop. Or, he could go to Maggie’s room and see what had become of her. Danny was no fool. He pieced together the strange medallion, the spiders, and the thin strands of web in Laura’s hair. He thought it could be a joke, one agreed upon by the three women before he ever met them. This thin sliver of rationalization gave him the courage to choose to see what waited in Maggie’s room.

He climbed to the third floor with growing dread. The spiders no longer hid from his gaze. They crawled along the baseboards and across the ceiling. Thin strands of web lined the top floor hallway. Danny raked them aside, still hoping for some joke gone too far as he made his way to Maggie’s room. It shocked him somewhat to see the door ajar, as though expecting visitors while still maintaining some level of privacy. He pushed it open, bracing himself for something unpleasant. Instead, he saw something horrifying.

The room, like his own, was a mere fifteen by fifteen square. Whereas his room had a bed and other furniture, all of that had been removed from Maggie’s. What little remained laid strewn about the floor, covered in a thick layer of sticky web. The door itself opened like the portal into a trapdoor spider’s burrow. Foolishly, yet compelled by forces he didn’t understand, Danny stepped forward.

His eyes adjusted to the light to see two figures hanging on either side of the room from thick strands of silky web. Laura and Kristen, naked and trussed up like suckling pigs. Their hands and feet were tied by the same web which wrapped around their abdomens and attached them to the ceiling. Their knees splayed apart as they twirled slowly in midair. More silk covered their eyes, but still their heads leered at Danny as he stood before them, enraptured by their naked forms.

They seemed different, somehow. He had seen them little at all, let alone naked, but Laura’s ass looked bigger, plumped and enticing. Kristen’s breasts hung down from her bondage, heavy and huge, as though laden with milk. He could smell them, a pleasant aroma of carnal lust dripping from their exposed pussies. Violent and hungry thoughts pushed at his mind, almost overcoming the fear in his guts. Yet among this lurid and troubling scene, he did not see Maggie.

The web which held the two girls scattered across the walls and ceiling and floor, leading Danny’s eyes slowly up to see a shifting shadow above his head. Before he could react, strong hands wrapped him up, lifting him easily from the ground as web twined around his wrists and ankles. At the same time, legs with bristle like claws tore at his clothes, rendering him naked and exposed within seconds. The strands on his limbs pulled taut as others lifted up underneath him. He hovered, stuck in web in the center of the room, fully naked, and he saw her.

At first, he thought she had changed like the others, simply enhanced in some fashion. Huge, fat breasts led the way out of the dark shadow as Maggie’s form revealed itself. Beyond the alluring size of the breasts, he realized the skin had turned grey except around thick nipples which looked dark purple. As his eyes moved to her other features, he wanted to scream. Her face had four milky eyes in a line across it. A scattering of hair ran down the back of her head. She smiled at him with fangs rather than teeth. Further down, her human stomach transitioned into the fat abdomen of a giant spider. From that point, six legs — giant black claws — emerged before her abdomen rounded out to end in a spinneret and stinger beneath it. Sitting at the point where her stomach stopped being human and started being spider was the medallion, fully embedded into her flesh. Beneath it, Danny’s eyes were drawn to a wet slit. “Hello, Danny,” the Maggie creature hissed.

He tried to talk, but his tongue stuck to the roof of his mouth. The muscles in his arms and legs tensed uncontrollably, but he felt no pain. He whimpered, and she brought her human hand up to stroke his face.

“Don’t worry,” she said. “You arrived right on time. They’re ready. I’m ready. We’ve been preparing for you. I need your seed, Danny. I’m so full of eggs, but they’re useless without you.” She moved across the web with ease, powerful legs stepping like a trio of ballerinas on tightropes. As she spoke the other two women moaned and wiggled their naked bodies in vain. “Soon, dearies, soon.” Maggie hovered over him, her monstrous eyes looking down. “This won’t hurt, but it will make you ready.”

Danny looked down underneath the hairy abdomen hovered above his lower half. The stinger poised in the air for a moment, oozing a clear fluid before it struck quickly, hitting his exposed scrotum. He felt a sharp pinch followed by a glowing warmth. He could feel the throbbing pressure building in his dick. In the dim light, he saw it grow. A wave of pleasure shot through him as he orgasmed, spraying his cum on the underside of her abdomen while she laughed. “I didn’t realize you’d get so excited.”

The gush of cum did nothing to abate the growing pressure. His cock throbbed and grew, swelling to double its size as his balls pushed against his thighs. They ached with cum as Maggie’s body moved down to press her human half against him. “We need you to fertilize all the eggs, Danny. Will you breed with me? Will you become my cum factory?”

A blazing, wild lust filled Danny’s head. The horror of her appearance drained away. All he could see was the massive tits, the perfect stomach, and a fat abdomen filled with eggs waiting for his sperm. His cock bucked to the side with a strange mind of its own as it came again. I’m turning into some kind of monster like her. UNGGH. He thrashed his head up and down, begging her silently to do anything to relieve the need in his loins.

The other women moaned, blind and still sensing his answer. Maggie’s massive body moved into position, the wet cunt where her two forms merged eager for its first fuck. Though weightless on the strands of her web, Maggie’s bulk pressed into Danny’s body as she pushed herself down onto him. An amazing, mind searing warmth enveloped his changing dick as her fat breasts pressed into his chest. Her mouth came to his, kissing him as her fangs cut his lips. Danny barely noticed the pain or blood as her pussy clenched tight around him.

They swayed in mid air as she fucked him. Her abdomen remained angled up, ready to sting him again should he go even the slightest bit soft inside of her. Danny pulled at the bonds, wanting to wrap his arms around Maggie, monster or not. He needed her to feel how much he wanted her, how much he wanted to suck her breasts, how much he wanted her to take from him everything she needed. She was the great brood mother, and she deserved his devotion. As he tried to cry out, he heard other voices, not from his ears, but in the strands of web slowly wrapping around his eyes.

“Breed us, Danny,” Laura said.

“Please, give us your seed, Danny,” Kristen echoed.

“We want to be like Maggie. Please, let us mother your children. Please, let us change.”

He didn’t need any real encouragement as he came. His inhuman cock sprayed a torrent of thick, gooey cum inside of Maggie’s sopping pussy. She made a clicking, joyous noise as her body thrashed in the web. She raised up, breasts wobbling as she pulled away from him. The other women continued begging, desperate to be first, but they no longer spoke to Danny. Through the little remaining of his vision, he saw something emerging from the slit in Maggie’s front. Equally horrified and aroused, he watched her phallus grow to a length rivaling his own swollen girth.

Maggie moved to Kristen first. With human hands, she gripped the bonds holding Kristen in place as the other woman’s muffled screams begged to be fucked. The fat, black phallus pushed into Kristen’s cunt with ease. Maggie moaned and shuddered as Kristen’s belly began to distend. “Eggs, beautiful, fertilized eggs,” Maggie said. “These two cunts will birth our children. They will scream in ecstasy as I fill them with eggs over and over again.” Her abdomen contracted as she orgasmed. The phallus slipped out of Kristen with a pop followed by an ooze of clear cum.

Kristen’s body began to shake. Her ass jutted out as the bones of her legs snapped and repositioned, becoming chitinous and haired. She tore at the binding webs as her breasts swelled even bigger. Maggie watched like a pride filled mother as her housemate transformed into another of the arachnid monsters. Kristen’s ass extended into a long, stinger tipped abdomen as other legs sprouted from her midsection. Free of her bonds, she stretched her new body, leaning back for a kiss with her mistress. Unlike Maggie, Kristen’s human belly remained distended. Beneath it, her pussy oozed with arousal. She gazed at Danny with new eyes.

Without waiting, she scuttled across the web, slamming her pussy down on his cock and screeching with pleasure.

“Danny? You had a friend, didn’t you?” Maggie asked as she shoved her freakish cock into Laura.


Report of Agent Langston Shaw
Case #402
Talisman of Arachnae #8


The landlord, one James L. Polk, of REDACTED initially called pest control after residents in neighboring properties complained. Raymond Monk responded and was subsequently reported missing. Police quickly tracked the incident to the address in question, at which point our office was notified. The property itself is a split house rented by Mr. Polk to college age students on short term leases. Land records indicate it was acquired by Polk’s mother in a divorce in 1972, having been jointly owned by the married Polks. They acquired the property in 1948 from the state which had seized the property after a strange incident involving the murder of a foreign dignitary, Kaleb Streissler.

Agent Pearson first responded to the scene. Knowing of my familiarity with Case #402, I was contacted for evaluation. With some careful approach, we were able to ascertain the status of the affected individuals. All four of the initial residents, two unidentified men, and Raymond Monk. The three females had fully transformed and crafted egg sacs of significant size. The males were fully corrupted as well, becoming little more than living cocoons with enhanced phalluses. We have no reason to believe any of the eggs made it off site.

Case #402 is already well documented, including anatomical studies of the affected humans and our failed efforts to reverse the corruption. The other seven talismans have been accounted for since my recovery of the seventh in 1993. With that in mind, I ordered the house to be sealed and burned. I personally recovered the talisman from the ashes, and it is now safely stored at Site 9Z. The other talismans are stored at separate sites. Frankly, we are lucky to have caught this when we did. The event in ‘93 was rural. Though the talisman claimed the whole town it was still relatively easy to contain. If the eggs had been allowed to spread in the Philadelphia metro, we could have had an apocalypse on our hands.

As this is the eighth, we can now account for each of the slots on the Seal of Arachnae, Item #177. As for the idea suggested by some circles of the organization, I would strongly advise against such an experiment. The talismans were clearly separated from the seal for a reason. The fact that people like Streissler were looking to collect the talismans at all should be warning enough to leave well enough alone.

One question remains. Though Streissler clearly wished to search the premises for the talisman, he did succeed which leaves us wondering how the talisman arrived at REDACTED in the first place. Related to this, when depositing the talisman at Site 9Z, I noticed a particularly healthy population of spider webs. I saw a few spiders. They seemed angry. They seemed like I had something they wanted.

I recommend a thorough fumigation of Site 9Z and all other sites housing any item involved in #402.