Frem found Mirra Lake first. Windston, who had been lagging behind, found him squatting on the beach. The sand was white but strewn with sticks and other plant debris as if ravaged by a recent storm. And though he was deathly thirsty, nothing about the lake encouraged him to drink. The surface wasn't the clear “Mirror” he remembered. Nor did vibrant waves crash along the shore. The water was dark and eerily still. It moved lazily about, like sludge.

  A closer look reminded him of what Lily had said, and he stepped even closer to gaze into the water. He was glad that he hadn’t rushed in for a drink. Slow and weary waves rose in gentle lines from the depths along the shore. They plopped on the beach, slapped at his feet, not only wetting them, but tickling them too. The very moment the water washed away, he saw why; tumbling black pebbles rinsed down from his feet onto the sand. But not all of them. Some of them climbed up his legs. Others scurried back into the foam the water left.

  A rock zipped by from behind him. It skipped across the water in violent slaps, a series of noises in the otherwise silent day. A cloud of black flies erupted from the ripples where splashes fell. A hum filled the air. Black flies dispersed in a frenzy. More flies swarmed about. The boys shielded their eyes and ears from the storm. The incessant buzzing reverberated in the very bones of their bodies. They frantically swung their arms and kicked their legs, darted this way and that. When their devices failed, they became wild with panic. Every gasp was a mouthful of squirming; everywhere else, an unfathomable tickle. Their ears were crawling. Their clothes were infested. Still, the humming grew louder.

  Just as Windston felt the terror would never end, and nearly buckled in despair, the swarm subsided. A little at first, and then almost completely within a moment.

  They gathered themselves then, brushed bugs from their hair, spat them out and opened their clothing.

  The flies settled again on the surface of the water, and the boys left them to it. They found it better to climb through tangles of twisted roots, that natural wall that bordered the forest and the lake, than risk disturbing the water again.

  At half past noon Frem stopped atop a very tall arrangement of such roots and shielded his eyes from the glare overhead. Behind them, south, the sky was bright blue over the water beneath the sun. Overhead, it was dark blue. Dead ahead, it was white and streaked with lightning about what appeared to be a heavy veil of smog.

  But it wasn't smog, and Frem was beginning to wonder what it might be instead.

  Just then, there was a hum, and the boys shielded their faces in fear that something had triggered another swarm. The hum became puttering, and then chugging as, from somewhere just south and east of them, a balloon ship approached.

  It was an uneven rhythm, just like before. Chug-a-huh-guh-wip-a-huh-guh-a-chug-chug-chug-a-huh-guh-wip-a-huh-guh-chug-chug-chug-a-huh-guh-wip-a-huh-guh-chug-chug-chug-a-huh-guh-wip-a-huh-guh-chug-chug-chug.

  They ducked for cover among and under cypress roots. From there, they watched, through thinning trees near the shore, the balloon and box fly by.

  It wasn't alone. More like it passed overhead and all about. And more. Hundreds. More than that. Some were higher, others lower. One was so low that its bottom scraped the tips of trees it passed. Others were specks in the sky. They were all headed north.

  And then there was a shadow.

  Among the balloons, silently as before, but as low as the first that had passed, the black ship crept over.

  It seemed, after it started to appear from the south, that it would never arrive. And then, as it flew over, it seemed as if its flyover would never end. All was dark and muffled, and the air immediately around the ship was wavy like summer heat over distant ground.

  There were many people in the ship. Or on it. It was hard to tell. The very bottom center was convex upwards away from the edges, which were ringed in a shiny metal, like gold or brass, or maybe even chrome mirror. And there was no vent or window to be seen. But there were certainly voices coming from above, from the ship. Muffled voices. Scrambled voices. They spoke at an even tone, not raised, and yet were audible, as if amplified. Others were quiet like whispers. One familiar voice seemed to be laughing in turns. Another answered very seriously, as if dutifully submissive to it. For a moment, Windston thought he knew the laughing voice.

  And then he knew he did.

  “That's professor Wignof!” he hissed to Frem in a whisper.

  Frem, whose blue hair stuck to his sweaty cheeks, clenched his fists and bared his fangs. He flew off, upward at first, and then level with the black ship.

  Windston waited, alone.

  The ship finally passed over, followed by hundreds more of those puttering balloons. And then there was a long, drawn quiet.

  Frem came crashing down with a splashing in a shallow and reeds. He hurried to and stood under and behind the roots with Windston, about the lake, on a submerged floor of white sand beneath bobbing muddy brush.

  Quickly, he wheeled to face Windston, his hands on his hips, and finally said, “What the hell!”

  Windston, who had just finished coughing, crept out from his hiding hole. He shook his head, a fist in front of his mouth. “I don't know,” he said hoarsely. “What?”

  “That creep is aboard that ship,” Frem replied. “It was definitely him. But he was speaking some other language, so… I don't know what he said.”

  “Oh,” Windston said. He coughed.

  “Creepy,” Frem said. “I wonder what they were talking about.”

  Windston sighed, found the red star. “I bet we'll never know.” He punched his left hand with his right, turned and faced Frem. “But maybe we can catch up and make him talk.”

  “I don’t know,” Frem said. “I think I’d rather shut him up.”

  They continued onward, along the lakeside, daring not to disturb the water beyond the shallows, except for when they had to pee.

  By nightfall, it felt as though they had made no progress. But by morning, there was no doubt they had.

  Before them, like a flat image, a silhouette, stood pasted against the foggy sky a solitary tower of white stone. It reached high above the trees, which were like brush at its ankles. Closer, and in a clearing, they saw that it was built in a way so that half of it was on land while the other half was submerged.

  Its door faced north. It was locked, but Frem kicked his way in.

  Inside, they found storage beneath a spiral of winding wooden stairs.

  They climbed. Up, up, up and around, seemingly endlessly.

  At the top, Windston doubled over and threw up, only nothing came out.

  Frem, who was getting used to the puking, ignored him; he was distracted by a white stone on a swiveling mount erected in the center of the room. The stone shone dimly in a light of its own within its case of black rock and frosted panes. Frem reached out and pressed a pane and it swung open. The stone hummed loudly. He touched it and it grew both brighter and louder. He touched it again and both measures doubled in intensity. He touched it a third and final time, and it grew so bright and so loud they shielded their eyes and covered their ears.

  In a panic and suddenly sickened near to retching, Windston reached out blindly and touched the stone. It dimmed. The black rock that framed the stone spun on its own. It continued like that from then on, a light that reached out into the mist all around, piercing the sky.

  “Sorry,” Frem said.

  Windston ignored him. He said, “This is a lighthouse.”

  “I know. Although I've never seen one like this. We used fire and mirrors where I'm from. This is just a bright stone.”

  “I've seen these things before,” Windston said. “Stones like this. They're in the ground everywhere near Zephyr. Although I don't know what they are.”

  Frem shrugged and turned, stared north. Windston did the same. There was a blur in the center of his vision where he had stared at the light, but it was dwindling. Around it, he could faintly see, through a thinning mist, a Mirra he actually recognized, unlike Mirra Lake. It was a skyline of a great rising city, beneath two towers, on a hill. On either side, it was hugged by two mountains. It looked shelved because of that, as if the buildings were placed there, level by level. Though the truth was much simpler; they were carved out that way.

  Above the tallest tower of the two, which was stumped and broken, the black ship hovered. They didn’t see it until lightning struck. But then they saw it all the while, an ominous shadow – a blackened cloud.

  It hung there that way, silently suspended, a dreadful show of power and dominance.

  “The black ship,” Frem said.

  Windston had been staring at it too.

  “I wonder what it's doing there.”

  Windston coughed and pointed his sword at it. He closed one of his eyes and aimed the sword at it like a gun, pretended to shoot it, like those guys with the jetpacks had done, the ones near Fester.

  He let his sword hand droop to his side as hundreds of lights radiated about the ship in the fog, all at once. They hung there, blinking, little blue flames. And then they dropped into the city, the fog there a tint of blue where it was otherwise white.

  It whitened again, and all was dreadfully quiet. There was just the swivel, a smooth rotation, and the light behind them casting elongated shadows that raced here and then there.

  A faraway pop broke the silence. And then another. Many others followed in rapid succession. These pops were soft and quiet, but both boys knew they must have been loud on site to have been heard from such a distance.

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  They continued in spurts. Sometimes, briefly. Sometimes, they seemed as if they’d go on forever.

  Frem turned his back to the scene and thumbed over his shoulder. “I think we should join the fun.”

  Windston nodded, although he wasn't sure how fun it would be. He was sick as a dog, and for only the second time in his life. The first time had been brief, had lasted only half as long as he'd floated in that rushing stream beneath the earth.

  This time, his symptoms seemed to be getting worse. His nose ran, his stomach hurt, his muscles throbbed, his bones ached.

  Worse than that, though, was that even just walking seemed to tax his breath. He was gasping by the time they reached the top of the stairs a few moments ago, and he was sure the trip down would yield similar results.

  Still, that swirl-face guy was out there, somewhere. He had to be.

  He trudged behind Frem, who headed down slowly, for Windston’s sake.

  Bombo, miles away, was itching even more. He had just left the last of the living kids, who had just died. It was the girl, and she died a miserable death during which her body tensed so violently her forearm snapped.

  The boys moved north, over roots and under them, as quickly as Windston's body would permit without an inkling of an idea of who moved that way too.

  The fog they mistook for morning mist grew thicker as the day progressed. They crossed the distance from the eastern shore, north. There, the beach started its curve west at what was the edge of the southern shore of Mirra’s outskirts. What used to be a fishy village was now a festering mess of corpses amongst blood spattered huts. It was crawling with the bugs, bugs that had used and discarded the bodies of those who had lived there, fished there – grew up there. Carts lay overturned and smashed; boats sat weathered and abandoned at the water’s edge; glass shards spewed forth from open portholes all about, at the feet of where they once shut out the world, now twinkling clusters reflecting light overhead, and that of dim green goo the monster bugs leaked as they skittered here, scattered there.

  It was difficult to navigate the carnage. But the boys calmed themselves and trudged on.

  As they crossed from the edge of the village, onto the climb of steps that led into Mirra proper, Windston noticed something.

  “No more pops,” he said.

  Frem nodded. The sand ended at an ancient wall of stone. It was covered in algae, infested with barnacles.

  Frem found a flight of steps that climbed it. It led them into a tunnel just as ancient, and that tunnel led to a courtyard older still, to the west of the main road, on the first level of what was known as Mirra’s Rise.

  Mirra was founded ages ago, before men entered Gorrals, when the first wave, the original settlers – the Gorralians – ruled the land in splendor and glory. Before the first fall – before the first bug plague. When the land had only just begun to rise, and others, in what are now the Freelands, freely came and went.

  It, that first level, was a flat stretch, far and wide. It was cluttered with buildings carved of stone. Or so it was thought.

  Windston had stayed on that very level. During his first night visiting Mirra, with his father and mother, years ago; when it was lively, when the air was thick with the smell of lilacs, roses, and baking bread. Before it reeked of death and decay. When it was the perfect capital for Gorrals, if Gorrals needed such a thing. When it was Mirra the great, Mirra the wonderful, Mirra the majestic – an ancient wonder of the wide world.

  Now…

  Now it was a wasteland of skulls on spines wrapped in rib cages, pelvises detached, femurs elsewhere. The bones had been picked dry by worms, which were still there, spread about, wiggling, stinging at nothing. Most of what Windston and Frem saw as they crept through town – aside from webbing, spatters of white-green goo, and clusters of the remains of hatched eggs – were little mantis bugs, a pale white and glowing. They stepped on piles of black soot as they scurried about, casting it to the wind, where it faded until unseen.

  “This is a nightmare,” Frem said.

  Windston nodded. He recognized a few buildings here and there, was even sure he saw the inn he'd stayed in, and that restaurant across the way from it down a corridor so narrow, it could hardly count as an alley. “I've been here before,” he said.

  Frem didn't say anything.

  “Years ago. I was with my family, back when they were still alive.”

  “I just hate seeing all these skeletons,” Frem said. “I've never seen so many. It's totally different seeing a thousand skeletons scattered than it is to see a crowded city. It's like, where's all the meat and flesh? Where did it go? Are there really that many bugs here? And why don't they like the bones?”

  Windston shrugged.

  “It’s creepy. Creepy and disgusting. And I hate it.”

  “It’s sad,” Windston said.

  A sudden round of popping. A groan rising into a moan and then a squeal. More popping, the light from the pops shifting the shadows briefly in flashes.

  Frem looked at Windston, and together, they ran in that direction.

  There was nobody there – no men, at least – only bugs. Some were crowded around what the boys guessed were the fallen. But others raced north along a tunnel beneath a bridge.

  The boys raced after them but found it difficult to keep up. The bugs scurried and slinked up and along walls with ease. They could traverse a ceiling if necessary or open their exoskeletons to let loose their wings. They zipped that way with a buzz, faster than Windston, faster than Frem – faster even than the men with the jetpacks.

  They lost them at the end of another tunnel. There were buildings all about, but no sign of bugs – only popping in the distance, north, on higher levels.

  They climbed a ramp and followed it into another tunnel, this one climbing north and then winding east. There, they caught a glimpse of a giant. It was like the smaller bugs in shape and color, but hornier, jagged, and sagging at the abdomen.

  The tunnel cleared thirty-two feet at its peak, and the bug nearly filled it at a crouch.

  It was cleaning itself, propped along the southern wall beyond the eastern bend in the tunnel. It was settled over a cluster of eggs and dropped more in strands of goo that stretched slowly from its bottom to the pile.

  It noticed the boys, cocked its head at them.

  They walked flush along the northern wall, staring at it, Windston feeling more ready to run than fight.

  There was no need to fear. The bug didn't watch them for very long. It was busy; its face wouldn't clean itself.

  Frem noticed, let out a sigh of relief, and then a chuckle. When the bug paid him no mind, he let out a laugh. And then, when a smaller bug crawled out for a closer look, he, turning to Windston and smiling, absent-mindedly blasted it to bits.

  Windston’s eyes widened, and he cringed. But nothing happened. The bigger bug carried on, only looking at them in glances, like a cozy kitty cat deep in the middle of a cleaning.

  “I don’t know why you were so worried,” Frem said.

  But then he stopped. There was a faint hum growing louder. It became buzzing, and then the light at the eastern entrance became blotted with shadow and then figures. A line of bugs flew in and settled on the floor. They clattered in slowly, some bobbing as they came, as if with limps.

  The larger bug stood. Slowly, it turned its body so that it faced them. As the bugs grew closer, it clicked at them. Click, click, click, click, click. And then it rose, its shell opening, giant wings reaching out and bending against the arching wall of stones.

  “Run!” Frem yelled.

  But Windston’s illness had grown worse. He knew he couldn’t run fast enough, even if some of the limping bugs did so due to injury. As Frem fled, Windston stood his ground, his sword a blinding white light from pommel to tip, its light reaching out all around as pink flames streaked with purple arcs of electricity.

  The enormous bug paused at the sight of the angering blade. But the smaller bugs plowed into him. He was able to cut them down one by one. But the line of bugs entering became a swarm, and rather than run, they flew toward him. There were only a few of those that he was able to halve in long strokes. And then he was buried, subdued, penned and pushed down by more and more and more of these creatures, their mouths squealing, their fangs scratching him, ripping at his clothes.

  The giant must have found its courage in the swarm. It crash down a heavy claw, right where Windston lay, squashing his captors. They were replaced immediately when the giant retracted its claw, and each time after as it slammed down again and again and again.

  “Help!” Windston tried to yell, but his mouth became covered by that of a bug, its drool thick and gagging him – drowning him.

  There was a pop. And then a pop, pop, pop.

  Frem had returned, and he was shooting like mad.

  The ever-growing swarm saturated the tunnel. Frem’s energy burst all around, but to no avail. Windston remained trapped, and the venom leaking from the creatures’ mouths was beginning to pool all over him, its acidic qualities seeming to be softening his skin. For the first time in his life, he was cut and scraped, hacked and gnawed. The blood that spattered was minimal. But it was exciting to not only the smaller bugs, those that stood at the height of a man, but to the giant as well, who pushed them aside fruitlessly to take its own turn at a bite.

  It found itself pierced through the brain before its head fell. It crashed down on Windston. There it lay, sprawled, twitching, as the smaller bugs flew about in a frenzy.

  Frem’s blasting had never ceased. Bugs splattered, guts stained the walls, and there, stones sizzled and smoked. Windston, who had found his sword glowing beneath the carcasses, cut his way out from under the giant.

  Frem was not alone. A man was there, all in black. He walked from the southern wall to the northern, a spike in his hand, his raven hair blowing back in the gusts from the blasts. His face was covered from the nose down. His eyes were a dull gray. His skin was milky, pasty, white. He was veiny, and bruised, appearing as a man dead for days.

  He reached Windston, gripped his wrist, and stared down at him. Just then, a great black bird crashed upon his shoulder. It was a raven black hawk, five feet tall, its talons long and curved; they plunged like knives into the dead man’s shoulder.

  “Come,” it said, and in a deep and menacing voice like none they’d ever heard. “Come with me, and you may live.”

  Windston hesitated, but he didn’t resist as the man tugged at his arm.

  Frem followed them, walking backward, still firing. The man led them to a portal along the wall they hadn’t noticed. There, they found a door. It was dark inside, but the man led them in with a confidence that assured them. With everyone inside, he barred the way, placing a heavy segment of dripping pipe in front of the door.

  Windston collapsed on the floor, and Frem bent over to spew.

  “Up!” the bird said.

  “Who even are you?” Frem yelled back, wiping his mouth.

  “I am Rain Gray!” the bird growled. “Come!”

  Frem scowled and Windston rose. They walked quickly, but they walked. The man was light on his feet, but he stepped with a purpose. He seemed to know the layout of the sewers beneath the city, at least there on that first level. He led them through a series of chambers, damp and pungent, and then out and up a steep climb of green copper pipes. They exited through a capped hole in the middle of a wide street on the western edge of town. From there, he led them along the northern edge of the first rise, a deserted neighborhood.

  They crept about. Halting here, waiting there for a signaling hand from the man or a command the bird would croak. The bird… it flew about at times, circled over as they waited. The dead man stood frozen at such times, as if part of his consciousness was busy elsewhere, as maybe it was.

  Windston realized they were heading closer and closer to what he thought might have been the tallest building there in the northern section of the rise. At its feet, the man led them in through broken doors. The place was festering with the smell of the dead. But there were no bodies, no bones; only blood and gashes in the walls, toppled tables, fallen chandeliers. It had been a hotel, but now it only housed its recent history of carnage.

  A great winding pair of twin staircases met in a rise at the center of the room. Their steps, when not broken, appeared as though someone had climbed them on sharpened stilts. Between them was a grand fountain of stone. Bubbling water spilled clear and flowing, trickling over a heap of its own bricks, toppled at the southern end. They stopped there for a drink. And then the bird beckoned Windston to bathe in it.

  “You will wash,” it said.

  Windston did so. A film like oil stained the water where he lay and rolled about. But it washed away, and he felt better for it.

  They headed up the western flight. On the second flight, they saw that the eastern set held on by a board.

  The second floor was less open. At the end of a long hall of bloody carpet and bashed doors, they found broken windows and clambered out. There was a balcony there, and a rope that dangled from the top. One by one, they climbed.

  The building’s roof was high enough so that it just about met the second rise’s ledge. The rope they’d climbed dangled from its railing, which was fixed upon a waist-high wall of stone. It was a grappling hook, and Rain had apparently left it. They climbed it to the second rise. As he gathered it up, Frem opened his mouth to speak. But he was immediately hushed.

  The bird said, “Quiet,” and flapped about.

  They found Center Street and crept from building to building along its eastern side. Half a mile north from there, and just as far east, they stopped at an old and crumbling building. It was small and unadorned, abandoned, and likely that way long before the bugs arrived. It was clear of spatters – bug or otherwise – eggs or webbing. And its door was intact, as were its windows.

  “Go inside,” croaked the bird.

  Windston pushed into the shadow beyond the doorway to do so, but Frem gripped at his shoulder.

  “Wait,” he said. “Wait, wait, wait. Why are we trusting this guy?” he asked, suddenly throwing his arms down as if he’d been holding the question inside all along. “Who even is he?! We’ve only seen him once before, and he was kicking our asses!”

  Windston looked at Frem, and then at Rain, who didn’t say anything, nor did his bird. He only stared at Windston, deathly still, while the bird did all the watching. “I don’t think he meant to hurt us,” he finally said. Looking at Frem, he said, “Just… come on.”

  Frem hesitated, but he went in.

  The dead man followed them in, but his bird did not. It flew off, calling its name: “Furggen! Furggen! Furggen! Furggen!”