"Head for the door!" Ocelot yelled.

"Back! Straight up the aisle!" Joe shouted, reversing direction.

A low, almost subliminal sound of laughter filled the auditorium, echoing in the darkness as it grew gradually louder.

Ocelot switched to thermographic vision, nearly running into Joe as both quickly made their way up toward the door. He could see the heat-traces of Winterhawk, `Wraith, and Kestrel as they tried to do the same.

The lights came back on.

Ocelot blinked. "Holy shit..." he muttered.

They were not standing in the Petrucci Playhouse anymore. The runners stared around them, wide-eyed with fear and amazement. Now, instead of the carpeted aisleway of the auditorium, they stood on dirt covered in sawdust and wood shavings. It was still night, but now they were outside under a black sky with a large full moon shining overhead.

There might have been stars, but they were invisible amid the riot of colored lights suspended directly above their heads and all around them. The runners were standing in a wide walkway bounded on either side by garishly colored booths and tents. Far off in the distance, the sound of a calliope could be heard playing a familiar circus tune in a dirgelike minor key. Even the smell was right: old popcorn mingled with sawdust and the vague scent of animal dung.

"It's a fuckin' carnival," Ocelot said through his teeth, very close now to coming thoroughly unhinged. His gaze darted around, trying to take in everything at once, certain that death would come from whichever direction he was not covering.

"Welcome back my friends to the show that never ends," Winterhawk muttered, causing ShadoWraith to halt his scrutiny for a split-second to give him an odd look.

"What the hell is going on?" Kestrel demanded. She had her Predator out and was trying, like Ocelot, to keep everything in sight at once. "Where are we?"

She didn't get an answer, because at that moment things began to move all around them. The laughter grew louder, fading in and out in waves and providing macabre counterpoint to the calliope's grim refrain. The runners barely noticed that, though, as they had more pressing things with which to contend.

From all directions, forms were moving. They were coming up from the ground, slithering out from inside the tents and booths, dropping down from the sky.

"Oh, shit!" Ocelot yelled. "Bugs!"

He was right. The insect spirits came in from every angle, crawling over each other in their zeal to reach the runners. There were ants, cockroaches, mantids, beetles, mosquitos—the runners recognized every type of spirit that they had ever fought in their careers, snapping and tumbling toward them.

"Spread out! Get room!" Ocelot shouted, pulling out his monowhip. The pistol wouldn't do any good against spirits, and he preferred to fight hand-to-hand anyway. He wondered if the booths would support him so he could get above the bugs, but a quick glance upward confirmed that they were constructed of flimsy wood and plastic and would not hold his weight. One of the bugs lashed out at him with a foreleg, opening up a burning gash in his thigh.

The other runners spread out. Those who had been holding firearms holstered them in favor of melee weapons: `Wraith drew his katana, and Joe reached around his back to pull out the top section of his battle axe, wishing he had brought the rest. Kestrel had only a knife and her hand razors, while Winterhawk was in good shape with his black mageblade.

The bugs danced in and then retreated, nimbly staying out of reach of the runners' weapons. More of them surged forward from their hiding places, bursting out of the ground beneath the runners' feet and then scuttling away. "We can't fight `em all!" Joe yelled. "We need to get out of here!"

"How are we gonna do that?" Kestrel demanded, sweat pouring down her face as she lashed at a bug with her razors. "They're all around us!"

"This can't be real!" Winterhawk rasped. "It's got to be some sort of hallucination, like the others!" He swung his blade at a mantid spirit, which ducked beneath the blow and sliced its sharpened mandibles across the mage's side, leaving a bloody wound in its wake. `Hawk staggered back, nearly dropping his sword.

"How do we see through it?" Ocelot flicked the monowhip at a beetle and was rewarded by the sight of its head separating from its body. The reward was short-lived, however, when two more came up from beneath the sawdust to take its place.

"Focus!" the mage said through gritted teeth. He fell back another meter under the onslaught of the mantid spirit, which had now been joined by a pair of ants. "It's not real—you have to convince yourself of that! You have to believe it, or it won't work!"

ShadoWraith was surrounded. His lightning-swift attacks were finding their mark, but there were simply too many bugs. Joe waded toward him, using his massive bulk to shove the chitinous forms out of his way like they weren't there. They surged back in behind him, slicing at his back. "It's no use!" the troll yelled desperately. "There's too many of `em!"

"Every time we kill one, more come back!" Kestrel was slashing from two sides now, her arms bloody from their attacks.

Winterhawk tried to fight through the pain to focus his mind enough that he could see through what he was certain was another illusion. We're not here, he thought sternly, trying to marshal his ordered, magically-trained mental processes into line. There are no bugs here. This isn't happening. We're right where we were before. We aren't—

He thought he got a brief glance of the auditorium. Then an enormous ant foreleg whacked him in the side of the head, and with a strangled cry, he went down in a pile of writhing bug bodies.

Ocelot noticed immediately. "`Hawk's down!" he yelled, shoving through bugs with strength he didn't know he had. Kestrel followed behind him, turned the other way and keeping the bugs from his back.

Joe and `Wraith were trying to cover each other's backs as well, but it was a losing battle. More bugs were appearing, scuttling over the tops of the booths and through the spaces between them. There were big bugs, small bugs, bugs in clown suits—

bugs in clown suits??

Joe did a double-take, sure he had been mistaken. But no, there it was: a big cockroach spirit, its huge bloated body and six spindly legs covered in a cheerful, brightly-colored, polka-dotted clown suit with ruffles around the legs. As he stared, unable to take his eyes off it, it grinned and waved its foreleg back and forth like a mad parade-goer.

"Joe?" `Wraith's voice was strained. "Can't—go—on—"

The bugs washed forward in a wave and covered them over.

Ocelot's head was constantly moving, his eyes darting back and forth. He saw Joe and `Wraith go down. "Kestrel!"

"I see it," she said grimly, slicing away. "What do we do?"

"I don't know!" he yelled, his voice bright with panic. "If you got any great ideas, now's the time!" They couldn't retreat now, he could see that: the sea of bugs stretched as far as he could see in both directions, as well as clogging the booths and tents. The calliope, louder now, continued its merry, eerie tune.

The laughter had been increasing in volume throughout the battle; now it rose to a horrific crescendo, drowning out the sounds of the chittering bugs, the harsh breathing of Kestrel and Ocelot, and the sound of the calliope. The bugs moved in, surrounding the two remaining runners, inexorably inching forward—

They made one last lunge, their hard-shelled bodies coming down on top of Ocelot and Kestrel. Ocelot felt himself falling, falling, and then—

He was back in the theatre.

The silence, suddenly was deafening. He stood for a moment, leaned over, catching his breath. His heart was thudding in his chest, both from fear and from exertion. Slowly he rose to take stock of the situation.

The dim EXIT lights were back on, bathing the place in a small but sufficient amount of illumination. Joe and `Wraith were draped across each other, balanced on the backs of several of the theatre seats. They were awake and in the process of extricating themselves from the seats and each other. Kestrel was on her hands and knees a couple of meters away from him, her back heaving up and down with her harsh breathing. Winterhawk was slumped over another seat a few rows back: as Ocelot watched, he brought his arms up and shoved himself to a sitting position, gasping.

"I'm—not hurt," Kestrel said between breaths, rising to her feet with effort. There was uncertainty in her tone.

Ocelot did a quick inventory. The slash on his thigh was nowhere in evidence; even the rip in his pants was gone. "Me neither." He looked around. "Anybody else hurt?"

Winterhawk had stood and was making his way unsteadily down the aisle. "No, not I," he said. With care and a shaking arm, he stowed his mageblade. "It—had to be—an illusion. I think—I saw through it—just before I passed out."

`Wraith and Joe had gotten themselves out of the seats and came over as well. "They're getting worse," Joe said. He appeared to be the least exhausted of the group, no doubt due to his trollish constitution. "Whatever this is, it's sure not over yet." He looked around, taking in the entire area. "Anybody else want to get out of here?"

That idea met with general agreement, so the five tired runners slowly retraced their steps up the aisleway, through the lobby, and out the front door.

Outside in the parking lot, it was cold and a bit foggy, with just a hint of mist in the air. The runners stood in a rough circle, each one occasionally taking glances at the area in general to verify that no one was sneaking up on them. Paranoia, at that point, was running high. Ocelot shook his head. "This beats the hell outta me," he said. "I'm fresh out of ideas."

Winterhawk nodded, buttoning up his longcoat. "I fear I must agree," he said. "I can go back and look at the theatre astrally, but I don't hold out any hope that I'll find anything, if the other incidents are any indication."

"So, what," Joe said, "this thing is just going to keep hounding us forever?" He looked back over his shoulder at the theatre, his face clearly betraying his nervousness.

"Got us again," `Wraith said. "Phone trick."

Ocelot nodded in disgust. "Yeah. I really believed it was Kestrel on the other end. Whoever it was, they even knew about our plans for tonight."

"So our adversary is watching us closely," Winterhawk said. This caused everyone to take another glance around the area, but nothing appeared to be amiss.

"Looks that way," Ocelot said. "All we can do is call Harry again, see if he's come up with anything else—"

Kestrel sighed. "Maybe it's time to tell Gabriel about this, and see if he can come up with anything. I've been trying to keep him out of this because he's got enough on his mind right now, but I don't see any other options."

"Come on, Kestrel," Ocelot said, trying to keep the skepticism out of his voice. "I know he's your friend and all, but Harry's been in this biz longer than Gabriel's been alive. He's got contacts all over the world. If he can't turn up anything, what makes you think—"

"What's Harry come up with so far to explain this?" she cut in, her gaze challenging.

The runners looked at each other. Ocelot realized she had him there. "Not much," he admitted reluctantly. "Not about this stuff. But—"

Kestrel shook her head and zipped up her jacket. "No buts. I think we need some fresh eyes looking at the situation. I'll talk to him, and then get back to you if he finds out anything." She smiled apologetically at Ocelot. "If you don't mind, I think I'll take a rain check on the trid show tonight."

He nodded wearily, returning her smile. "Yeah. No problem. Call me tomorrow, okay? Even if Gabriel doesn't come up with anything, I'd like to hear what he says about this whole mess."

"I promise," she said. She waved at the other three runners, but it was forced; it was clear that she was one step above exhaustion. "Bye, guys. Catch you later."

The runners watched as she climbed into the white van and drove off. "Well," Winterhawk said in a faint imitation of his usual sarcastic cheer. "That was fun, wasn't it?"

"No," `Wraith said. He did not seem to be able to stop scanning the vicinity, convinced that something was going to jump out and attack.

Ocelot shoved his hands in his pockets. "I'm gonna call Harry, and then I'm gonna go home," he said. "There doesn't seem to be any way to get away from this, so I'm gonna quit lettin' it jerk me around."

Joe nodded. "Yeah, I guess. I sure don't like all these fake phone calls, though. I'm almost to where I don't believe anybody's who they say they are anymore."

"Perhaps we should avoid any calls asking us to go anywhere unusual until this is well and truly over," Winterhawk said. "At least if we confine ourselves to familiar places, we have some chance of dealing effectively with the situation."

The others nodded even though they, like Winterhawk, knew that it wasn't going to help. Whoever was pulling the strings in this little puppet show seemed quite able to manipulate them in whatever way they chose. And so far, it didn't look like it was going to be over any time soon.

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