"Odin! Can you hear me?"

"Yes, Captain. Audio contact remains firm."

"Patch into the Base Security computers and shut them down! Shut down anything that even looks like it might be running a Guardian!"

"Of course, Captain. An excellent stratagem." There was a slight pause, and then the AI's voice returned. "I regret I am unable to comply, Captain. I am unable to find any computer system still functioning in Base Thirteen capable of running a Guardian. Only a few emergency systems are still functioning."

"What?" Silence looked blankly at Carrion. "But if the computers aren't running the Guardians . . . they must be running themselves. And that's not possible. That's not possible!"

"Are you going to tell them that, or shall I?" said Carrion.

"Dammit, do something, Carrion! That thing will kill both of us!"

"Yes," said the outlaw quietly. "I think it will, Captain."

At the other end of the corridor, Frost pried desperately at the steel fingers gripping her ankle. The other Guardian was almost on top of her, but she couldn't break the hold. She snarled silently and cut savagely at the metal arm, slicing through its wrist. She threw herself clumsily to one side, dodging the reaching metal hands, and got her feet under her again. The severed hand was still gripping her ankle fiercely, despite the damage she'd done to it. Which meant she had no chance of outrunning her opponent, but then, she wasn't the running kind. She slashed at the advancing Guardian with her monofilament knife, and the blade bounced harmlessly back from the machine's force field. Frost shrugged, and darted back out of reach. It seemed the Guardians were capable of learning from experience. Actually, she was surprised she'd lasted this long. She cut the metal hand from her ankle with a few quick slashes of the knife, and then had to throw herself to one side as disrupter beams seared through the air where she'd been standing. She hit the floor rolling, and was quickly back on her feet and dodging more disrupter shots.

A thought kept nagging at her, even as she dodged and ducked. The Guardians were fast, but they weren't anywhere near as fast as she'd expected them to be. As they were supposed to be. In fact, it was just possible that she was faster than they were. Which gave her an idea. The Guardians had force shields, but they were only using them to deflect disrupter beams. Apparently they didn't see anything else as a big enough threat. Frost grinned unpleasantly, and pulled a concussion grenade from her bandolier.

She ducked another disrupter blast, leapt past the oncoming Guardian, and jumped onto the back of the headless one as it groped blindly about for its prey. She primed the grenade, stuffed it into the open neck, and leapt away. There was a m.u.f.fled explosion, and smoke poured from the cavity, but the Guardian didn't go down. Frost stared at it incredulously. How much punishment could these things take?

Silence and Carrion backed away from the advancing Guardian until they came up against a wall and there was nowhere left to go. Carrion looked at Silence.

"I seem to have run out of options, Captain. If you have any last-minute master plan, I think this would be a good time to share it."

"Sorry," said Silence. "I was depending on you."

Carrion managed something that was almost a smile. "You should have known better than that, John."

As Frost backed away from the headless Guardian, she stumbled over its severed head. She glanced down automatically, and stopped as something caught her eye. Without slowing her cautious retreat, she s.n.a.t.c.hed up the head and studied it more closely. The headless machine hesitated, and then stopped where it was. The other Guardian stopped too. Frost blinked, puzzled, and took a better look at the severed head. The light had gone out of its eyes, though it still wore its endless disturbing grin, but there was something about it. . . . She turned it over in her hands, still keeping a cautionary eye on the motionless Guardians, and then whistled soundlessly as she saw the interior of the head. A great many things suddenly became clear. Where there should have been nothing but silicon circuitry and crystalline matrices, there were also thick strands of living tissue. Alien tissue.

She looked down the corridor and saw that the third Guardian had stopped its advance on Silence and Carrion. She called out to them and tossed the head in their direction. It b.u.mped and rolled across the uneven floor, and the Guardian made no move to intercept it. The head finally rolled to a halt, and Silence reached carefully down and picked it up. He raised an eyebrow at the alien tissue inside the head, and showed it to Carrion.

"Interesting," said Carrion.

"Explains a lot, doesn't it?" said Silence. "No wonder they didn't need the Security computers to run them. The aliens invaded them too. The d.a.m.n things are alive. . . ."

"And now that we know that, it changes a lot of things," said Carrion. "There wasn't much my esp could do against standard Guardians without triggering the psi inhibitors, but living tissue is much more responsive to esper attack; all it needs is a little touch in the right place. . . ."

He looked at the Guardian before him, and it began to shudder, as though it was cold, or afraid. It dropped to its knees, fell forward onto its grinning face, and lay still. Carrion looked at the two remaining Guardians, and they collapsed like puppets whose strings had been cut. Rather an appropriate metaphor, Silence decided. Of course, where there were puppets, there were also puppeteers. They still had to face whatever it was that had infested the Base.

Frost made her way over to them, and kicked the nearest Guardian dismissively. "Is that it? I'm almost disappointed it was so easy."

"Don't worry," said Carrion. "I doubt very much that our troubles are over yet."

"Right," said Silence. "The whole Base must be riddled with this stuff. If we can't find a way to clean it out, we may have to abandon the Base and destroy it from orbit."

"The Empire wouldn't like that," said Carrion.

"No," said Frost. "They wouldn't."

Silence looked sharply at Carrion. "Hold everything; we're forgetting the esper and the marines. We haven't had a word from them since we lost contact."

"Don't worry," said Carrion. "I've just contacted Diana. It seems they had Guardian troubles of their own. I've explained what needs to be done. The esper is quite capable of handling the Guardians herself."

Down on Level Two, Diana Vertue looked smugly at the Guardians lying motionless in the wreckage of the ceiling. The marines took turns clapping her on the back, almost knocking her off her feet in the process.

"Mind you, this is just Level Two," said Stasiak. "I hate to think what might be waiting for us down on Level Three."

Ripper nodded and looked at Diana. "You'd better run a scan, see if there are any more like these waiting below."

She nodded, closed her eyes, and let her mind drift cautiously up and out. She frowned almost immediately.

"What is it?" said Stasiak.

"Living traces," said Diana. "They're all around us, all over the Base, concentrated in the floor below.

They know we're here." Her voice rose suddenly. "They're not hiding from us anymore. They're coming for us."

"Who?" said Stasiak, glaring wildly about him. "Who's coming for us?"

The walls around them burst apart, thick metal tearing like paper as alien growths and tentacles exploded into the corridor, reaching for the esper and the two marines. The tentacles came from the floor and the walls and the ceiling, and there was nowhere to hide from them.

CHAPTER EIGHT.

Down in the Darkness "Esper, can you hear me? Ripper, Stasiak, respond!" Silence waited, scowling, but there was no response. He looked into the stairwell that led down to Level Two, and the darkness looked back at him, arrogant and impenetrable. There was only the cold and the quiet, and the knowledge of what he'd have to do. It had been twenty minutes since Carrion had last been able to reach the esper. He'd told her how to handle the Guardians, and she'd acknowledged the message, but there'd been nothing since.

Silence shook his head slowly. They couldn't be dead. They had the information they needed. They couldn't be dead.

"Odin, could something be interfering with the comm net?"

"Quite possibly, Captain." the AI murmured in his ear. "I have been unable to raise the party on Level Two for some time. Something in Base Thirteen is interfering with all levels of communication. I am having to use inordinate amounts of power just to maintain audio contact with your party. However, that would not explain the outlaw's inability to contact them with his mind."

"We have to go down after them," said Frost, holding her lamp out over the gloom in the stairwell.

Shadows leapt and danced, giving away nothing. "If something has happened to the others, we need to know what it is."

"Whatever's happened, the odds are it's over by now," said Carrion. "We won't do anyone any good by rushing blindly into the dark. Wait a moment, and consider. So far, we have a growing number of questions, and few if any good answers. For example, if Base Commander Starblood had six Security Guardians at his disposal, why didn't he use them against the invading aliens?"

"Presumably because he didn't have time," said Frost. "Judging by his log entries, by the time he'd worked out what was happening it was already too late. In fact, it's entirely possible the Guardians were infested with the alien material before they could be deployed."

"Exactly," said Carrion, leaning elegantly on his staff. "The aliens aren't just powerful and dangerous, they're fast and devious too. All of which suggests we'd be foolish to go rushing into an unknown situation without doing some hard thinking first. The more I think about it, the more this looks to me like a trap, with the esper and the marines as bait."

"You're probably right," said Silence. "But it doesn't make any difference. Those are my people down there, and I won't put their lives at risk by holding back. Lead the way, Investigator; Carrion and I will be right behind you."

Frost grinned quickly, a sudden flash of bared teeth, and started down the metal stairs, lamp in one hand, gun in the other. Carrion gave Silence a long, thoughtful look, and then followed the Investigator down into the gloom. Silence brought up the rear. The stairwell was narrow and confined, and the lamplight didn't travel far. They moved in a small pool of light, and shadows moved menacingly around them, almost close enough to touch. They'd barely reached the halfway mark when Frost stopped suddenly, and Carrion and Silence almost b.u.mped into her. She stood still, head c.o.c.ked slightly to one side, listening.

"What is it, Investigator?" Silence whispered.

"I'm not sure, Captain. I heard something, something close."

She broke off sharply, and held the lamp down to light her feet. A yard-long insect with a broad carapaced back and hundreds of legs was curling itself unhurriedly round her left ankle. Dozens more of the things curled and twisted on the steps below. More were climbing the walls, clinging easily to the dull metal. Frost put away her gun and drew her sword, moving slowly and carefully. The creature had no eyes or mouth, but she set the edge of her blade against what seemed to be the front of the insect, and sliced sideways. The body convulsed, and clamped painfully tight around her ankle. Frost handed the lamp back to Carrion, reached down, and calmly unwound the insect from around her leg. It fought back with surprising strength, even without its head, and she had to use all her strength to unwrap it. It finally came free, and immediately tried to wrap itself around her arm. She threw the thing away, and it disappeared into the darkness. Hundreds more seethed on the steps below her, scuttling and sliding over each other in their eagerness to get to their prey.

Carrion tossed the lamp lightly into the air and held it there with his esp, spreading light over the scene and keeping his hands free. Silence aimed his disrupter where the ma.s.s of insects seemed the thickest.

"I wouldn't, Captain," said the outlaw quietly. "You'd do more damage to the stairs than to the creatures."

Silence nodded stiffly, and put away his gun. He shouldn't have needed to be told something that obvious. He drew his sword and stepped carefully down beside the Investigator. Together they hacked and cut at the insects, clearing an open s.p.a.ce before them. Segments flew on the air, legs still kicking, but the creatures wouldn't die. They pressed blindly forward up the stairs, seeking to wrap themselves round an arm or a leg, reaching always for the throat, as though somehow they knew that to be the most vulnerable spot. They climbed the walls and dropped onto the humans from above, but Carrion deflected them with his esp, cracking them like whips to break their backs, or crushing them against the walls with the pressure of his mind. But still the insects pressed forward, and there seemed no end to them.

Carrion stepped back, and held his staff horizontally above his head. Psi energy spat and crackled at each end of the power lance, and stabbed out to strike out at the seething creatures. Where the psi-bolts struck, the insects burst into flames, curling and twisting as the fire consumed them. Energy danced back and forth in the stairwell, too bright to look at, scorching and crisping the scuttling creatures, but not touching Silence or the Investigator. The insects fell back, spilling down the stairs in desperate haste, and plunged into the solid steel walls, where they were swallowed up without trace as though the gleaming steel were no more substantial than mist. Within seconds the stairwell was empty, the sound of the insects' scuttling appendages no more than a swiftly fading echo. Only the dead remained to show that they had ever been there. Frost reached out and tapped the nearest wall, but it was stubbornly solid to the touch.

"Interesting," said Carrion, and the Investigator nodded.

"Is that all you've got to say?" demanded Silence.

"For the moment," said Carrion. "The situation appears to be more complicated than we allowed for.

And before you ask, Captain; no, I can't explain it. I can only suggest that the walls have in some way become as infested with alien material as the Guardians. Which means the aliens have quite literally taken over the entire Base."

"Those . . . creatures," said Silence. "Could they have been the aliens from the crashed ship? Some sort of hive mentality, perhaps? A group mind?"

Frost shrugged. "It's possible, but unlikely. Given the size of the ship, I'd have to say the scale was all wrong. More likely the insects are tools used by the alien for some purpose. We have yet to encounter the real enemy."

"Now there's a comforting thought," said Carrion.

"Keep moving," said Silence. "We haven't even reached Level Two yet. Carrion, nice work with the lance. Stand ready. We might need you again."

"Of course, Captain. It's nice to feel needed."

"I could toss a grenade down ahead of us," said Frost. "If the aliens have any more surprises waiting for us down below, a shrapnel grenade should spoil their day quite thoroughly."

"Nice thought, but no. The esper and the marines are still down there somewhere. Lead the way, Investigator."

Their feet echoed hollowly on the metal steps as they continued down the stairway, the lamp hovering benignly over their heads. Silence kept a careful watch on the stairs and the walls, but there was no trace anywhere of the vanished insects. Instead, a thick, viscous slime began to appear on the walls, oozing down to coat the metal steps so that they became treacherous underfoot. They slowed their pace, taking it one step at a time. Thick drops fell from somewhere high above, landing with sudden force on heads and shoulders. The drops fell more thickly as they neared the bottom of the stairs, until it was a slow, unpleasant rain. Frost stopped to wipe the stuff from her face, and found she couldn't. The slime clung tenaciously to her forehead, then suddenly flowed down over her eyes and on towards her nose and mouth.

Silence and Carrion came to a halt with her as a thick wave of slime rushed up the stairs and trapped their feet and ankles in an unyielding grip. More rained down from above, plastering their heads and faces. Frost clawed at the slime with her hands, but it just oozed between her fingers, leaving nothing for her to hold onto. She kept her mouth firmly closed, and pinched her nose shut. She didn't want the stuff invading her body. There was already a growing pressure on her closed eyes and in her ears. Silence tried to sc.r.a.pe the slime from his legs with the edge of his sword, but the stuff just broke and re-formed around the blade without releasing its hold for a moment. The slime was climbing his legs like a slow rising tide.

And then the slime was torn from his legs and sprang away from his face and body, pulled away by an almost physical presence on the air. The ooze also left Frost's face, leaving her gasping for breath, while the slime that continued to fall from above was diverted, pushed away and to one side by the presence.

Silence looked at Carrion, who was frowning slightly, as though considering an interesting problem.

"Nicely done again, Carrion. You've improved your control since we last met."

"I've had lots of time to practise," said Carrion. A clear pathway opened up before them, forcing the slime off to the sides. "We'd better make haste, Captain. I can't hold this stuff back for long; it's too diffuse. And the pressure's growing all the time."

Frost and Silence clattered down the steps as quickly as they could, with Carrion crowding their heels.

The slime rained down thickly, but couldn't get near them. And when a sudden wave of the ooze rose up and threw itself at them from below, it too broke and fell away to the sides as it met the pressure of Carrion's will. Then they reached the bottom of the stairs and moved quickly forward, leaving the slime behind them. Frost pulled a grenade from her bandolier and primed it.

"Incendiary," she said briskly to Carrion. "See how far you can get it up the stairway before it explodes."

Carrion nodded, and the grenade jumped out of her hand and flew up into the gloom of the stairwell.

There was a sudden, vivid explosion, and crimson flames boiled down and out of the stairwell. The flames burned fiercely, but neither they nor their heat could get past Carrion's mental shield. The fire leapt and blossomed in the stairwell, lighting the scene bright as day, consuming the slime hungrily. The flames died away bit by bit as the slime disappeared, until finally they were gone and the quiet and the gloom returned. A harsh, bitter smell filled the air, but nothing scuttled down the steps or oozed from the walls.

They looked about them, taking in the strange alien growths that sprouted from the metal walls and ceiling. Thick streamers of webbing hung down, twisting slowly back and forth, as though someone had just pa.s.sed through them. Silvery traces glowed on the walls like living circuit patterns. And thick and heavy on the air, growing stronger by the moment, was the stench of rotting meat.

"First insects that wouldn't die, and vanish into solid walls, then living slime with homicidal tendencies, and now this," said Frost. "Whatever's hiding down here really doesn't want to be found."

"Esper!" Silence's voice rang on the quiet, echoing faintly, but there was no reply. "Stasiak, Ripper, where are you? Can you hear me? Diana?"

They waited, but the echoes died away with nothing to replace them. The shadows were still, and very dark, and deep enough to hide all kinds of secrets.

"Spread out and search this floor," Silence ordered. "I want them found. Maintain contact at all times.

And watch yourselves. Something down here doesn't like us at all."

They moved apart and started the slow process of searching through the rubble and the deserted rooms and corridors. The continuing quiet was eerie and almost threatening, after the lengthy battles that had preceded it. There was a feeling of imminence in the air, of something about to happen, that grated on everyone's nerves. They found a huge hole in one wall, presumably made by a grenade or a Guardian, and several glowing holes that could only have been made by disrupters, but there was no sign of the esper or the marines, or of what they might have been fighting.

They finally returned to the foot of the stairs, and took turns looking at each other, shrugging and shaking their heads.

"The Guardians must have taken them deeper into the Base," said Frost at last. "They could have been programmed to capture rather than kill."

"But Carrion told Diana how to handle them," said Silence. "They should have been easy targets for someone with her skills."

"Something must have gone wrong," said Carrion.

Silence nodded reluctantly. "Find them, Carrion. Use your esp."

The outlaw frowned, concentrating. Frost looked at Silence. "I thought he was a polter," she said quietly.

"Polters aren't normally telepaths as well."

"There's nothing normal about Carrion," said Silence, not bothering to lower his voice. "The Ashrai saw to that."

Carrion opened his eyes and breathed deeply, shaking his head as though to clear it. "I can't find the marines anywhere. The esper is hiding in a clothes locker, just down that corridor. She's shielding herself, but I can feel her presence now that I'm looking for it."

"Why is she hiding?" asked Silence.

"I don't know, Captain. But it feels like something bad has happened to her. Something really bad."

He led the way down a side corridor, with Frost and Silence close behind, disrupters at the ready.