A/N: A thousand welcomes from Jack of Blades to my old readers, and a thousand more to my new ones. I hope you enjoyed Part I of my story, Mass Effect 3: The Prince of Shadows. If you haven't read it, please, read and review. As always, my Shepard is a male. Paragon/Sole Survivor.

Without further ado, I give you Part II! Enjoy!

Hades Gamma Cluster, Planet Akuze, 1832 hours, Zeta time, Nine years ago

Nightfall came quickly on Akuze during the winter months. And since the barren planet's orbit was elliptical, winter lasted ten months out of the year. Even so, the intense heat of Hades Gamma ensured a sweltering day, the planet's sparsely populated grasslands scorched under the oppressive light. Windspeeds could approach eighty miles an hour.

Small forms of insect and mammillian life led a desperate existence beneath the dry surface. At dawn each day they would emerge from their deep warrens to forage and scavenge and kill what they could before retreating just prior to noon, when temperatures reached near-boiling. Then the struggle to subsist continued again for a time until darkness fell.

As the planet's rotation came out of view of the sun, what little water that was present in the thin atmosphere condensed rapidly, forming a meager layer of ice across the cracked and weathered topsoil. Temperatures dropped quickly after that, as the surface approached glacial standards. If enough moisture existed in the atmosphere blizzards would have occurred. Any living thing caught more than four feet belowground was frozen alive.

At dawn, the ice would melt and provide precious water to the surviving plants and creatures, and the dead would be recycled back into the earth. It was a simple enough process, derived from countless millennia of repitition. It was life at its meanest essentials.

That was the situation for Akuze's natural inhabitants. For any mammal with a body mass over four kilograms, the surface was lethal save from sunrise to noon. There was absolutely nothing remarkable about this desert world, save for its rich deposits of cobalt, titanium, and element zero three miles below the surface.

That was what had attracted the mining corporation. Following the First Contact War only two decades prior, humanity had quickly set out to make a place for itself in galactic society, grabbing up the saddest, most desolate chuncks of space rock they could find not protected by Council law for mining exploits. Cobalt and titanium were rare enough, and were essential components in many Systems Alliance warships, but eezo was something altogether more valuable. The element, long since thought nonexistent by scientific circles, fueled the Faster-Than-Light drives that enabled sentient species to reach out and touch the stars.

And so Outpost 2401 was born.

Progress had been been slow, however. The rapid contraction and expansion of the planetary crust made large-scale drilling operations maddeningly difficult, and nuclear charges to level entire landmasses had been prohibited by Council rule some two hundred years prior. The profit gained from the insanely rare eezo was barely enough to ensure the operation's continuation, but not enough to prove truly profitable.

Costs of maintaining the geothermal worker housing facility and for production of extreme-condition hazard suits for the employees were elevated, leaving the board of directors little choice. Fears were abound that the turians would certainly swoop in and claim the human find should the company back out now, which led the corporation in question to agree to the covert deployment of small-scale nuclear mining caps to streamline the extraction process. This decision was backed by a generous donation from a private human-interests group determined to see the endeavour succeed. That group was Cerberus.

The mines had been smuggled in-system without the Council's knowledge. Within a week, the first test charges had been prepared across a particularly barren stretch of wasteland in the northern hemisphere. The firing tests were a success, and the first report sent back to the company via FTL comm buoy was positive. The eezo was flowing.

Two hours later, the facility went dark. That was the last communication the Saturn-based corporation received from Outpost 2401.

Weeks later, an Alliance investigation initiative was mounted. A company of Alliance Marines was shuttled in-system by a passing carrier. The mining site was discovered easily. A massive crater, ten miles in diameter, with the earth five miles further in every direction terraformed by the blast's shockwave. And there was the installation, home to some ninety-four mining personnel.

The troops landed in specialized environmental combat suits, heating and cooling coils primed to maintain equilibrium and breath masks fastened to combat the thin air. Under the direction of a Marine major, they set out to investigate.

The facility was intact. Automated systems ensured that the station remained fully operational, save for a critical failure to life support logged some five hundred hours ago. The cots were deserted, the belongings of the crew left unspoiled. All was as it should have been, save for a single ground personnel transport missing from the unit garage.

With more questions left unanswered than not, the squad leaders were divvied up and assigned to patrol the crater perimeter, searching for a clue as to what had transpired. To avoid any risk of working during the lethal temperatures of midday, the first search was dispatched in the late afternoon. The skies had just begun to darken over Akuze. As twilight fell, fifty Marines set out into the howling dark.

This is the only record of that night.

Lieutenant Junior Grade John Shepard took point. Hustling from ridgeline to ridgeline, he left his squad panting to keep pace.

The lieutenant cut an impressive figure pounding across the dark surface. The abundant starlight shone impressively on his Onyx I body armor. His visor glinted as it appraised the lay of the land ahead, battle rifle in-hand.

Checking to ensure the uplink from his palm's omni-tool was synced with his HUD, Shepard quietly admired the new tech that he had been granted. Real time comm uplink with other squad leaders. Nice. Heating and cooling systems designed to allow for full performance in temperatures ranging from negative twenty to ninety degrees Celsius and lined for protection from trace radiation. Nice. Composite-material battle carbine capable of toggling between semiautomatic, full-auto, and three-shot bursts, equipped with night vision, thermal imaging and scope…

Very nice.

Shepard's career had been more than nice thus far. His rise from ensign within a few months of his enlistment had been nothing short of astronomical, what with the large pool of willing candidates entering the military since the First Contact War. Lots of people wanted a piece of the action now that space travel was finally going somewhere.

But not Shepard. He'd always been dying to serve in space. As they said back on Luna's Proving Grounds, Born a spacer, die a spacer.

His mother and father were both Alliance, through-and-through. And while his father had passed away nearly twelve years ago, Captain Hannah Shepard had made a name for herself. Youngest female Captain to date. Shepard had a lot to live up to.

Some (those who didn't have the clearance to read his personnel file) claimed that Shepard's rise to Alliance golden boy was the result of mere nepotism, but the brass knew better. Ever since his first training sessions the boy had shown exceptional promise, excelling in his field tests and more than earning his keep. A model soldier, in all ways.

Which was why he was quickly shortlisted for this rather sensitive op. The squad leader had told Shepard that he'd selected him specifically because of his field skills. He needed a good scout. He got the best.

What with the Council looking to investigate what exactly the mining company on Akuze had gotten itself into, the Alliance needed a team to quickly infiltrate and determine the nature of the event that had taken place on the distant planet. If reports were right, and nuclear devices had been used, then the mining teams had violated over a dozen treaties on intergalactic codes of business and military conduct.

"This could be a real black eye for us, son," the major had confided in Shepard after the mission briefing en route to Akuze. "We don't need any of those blue-faced asari or those bug-eyed salarian Council types mixed up in this. We get in, we slap the miners on the wrists for blowing a nuke and losing their comm cards, and we get out. If everything's alright, the brass assures me they can make the entire messy issue," he snapped his fingers for effect, smirking around his synthetic cigar, "disappear."

So now Shepard stood, smack-dab in the middle of one pretty damning piece of nuclear evidence, clad in some of the best scouting equipment credits could buy. Bringing his rifle sights to bear, Shepard keyed the electronic scope to zoom with a series of rapid blinks.

The night filter painted a ghostly green image over the rolling earth, which stretched upward several hundred meters ahead of Shepard's position towards the crater lip. Barely visible beyond, one of Akuze's savage mountain ranges speared the horizon.

Lowering his weapon, Shepard sounded off over his comm. "Lieutenant Shepard here. I've got a negative on a visual. No miners in sight. No transport either." He pressed an armored finger to the side of his head, as if that would improve his reception. It was an old habit ingrained from years of working with substandard equipment back during his Academy training. It was also completely unnecessary. The signal was excellent.

A brief burst of static before the response came through. "Affirmative, Lieutenant. You see anything out there?"

Shepard scanned the entire underwhelming vista with a single pan of his helmet. At the center of the crater (still too radioactive to approach without heavy anti-rad gear), the earth was entirely obliterated, blackened beyond redemption. The rocky outcroppings of the crater continued on for a great distance, punctuated by several deep ravines that he hadn't seen with the night vision in place. Sometimes good old eyesight was the best tech a soldier could hope for.

"I've got a visual on some gullies, Major. Permission to do a recon sweep?"

Another pause, this time heavy with hesitation. "Copy that, Shepard. Give it two klicks then head back. We've just got word from command. Bug-out at dawn. We're massing along the west crater ridge. They're calling in orbital cameras for the rest. God only knows where those miners went."

With a curt nod, Shepard turned to his three squadmates. Clad in similar gear, the Marines kept careful formation as they clambered over the remaining distance between themselves and the Lieutenant.

A squawk over the short-range comm. "Lieutenant, what was that about a bug-out I heard?" The voice was deep, gravelly.

"You heard 'em, Lee," chimed in the higher tones of Corporal Carter. "Come sun-up, we're getting off this rock."

The third soldier scanned the way they'd came from behind his tinted visor, shoulders slouched in relief. "Good," he enjoined huskily. "This place freaks me out."

Shepard motioned for his squad's attention with a quick hand-signal. "Let's stay professional, people," he instructed calmly, weapon at ease but arms not quite relaxed. "Toombs, I want you to lead Carter and Lee back along the ridge. I'll back you up shortly."

This was met with a round of shared glances between the Marines. "You sure you don't want to book it out of here with us, sir?" Lee asked in his deep, measured voice. "The regs don't usually allow for solo ops without immediate support."

"Yeah, boss," Carter quipped. "Don't you want to head back for some nice R&R? Restin' and recreatin'." He seemed to relish the words.

Shepard was already turning toward the ledge. "Lee: concern appreciated. Carter: stow it. Toombs: can you confirm my order?"

Toombs abruptly stopped gazing across the monumental crater. "Uh, yes sir. Lead the squad back, sir."

With a brief clap on Toombs's shoulder, Shepard set off down the bluff. The rest of the squad pulled back, heading off toward the distant lights of the mobile command. There waited for them the main force of the fifty-Marine complement, as well as several air transports waiting to shuttle them off the surface.

Shepard made his careful way along the rocky precipices. Several times he stopped to consult his waypoint to ensure he didn't stray off of the desired path. He had his eyes on one ravine in particular, maybe half a mile ahead. From this distance it was but a thin line in the earth, but he judged its width, and consequently its ability to perhaps shelter a vehicle, as considerable.

The trip took longer that he'd expected. Shepard picked through the outcroppings of stone, his progress slowed by the frequent shifts in elevation that had to be overcome and (less frequent, this, but much more alarming) the sudden appearance of a sheer drop into darkness as he stumbled onto a concealed rift. As such, Shepard drew near the end of his two half-mile journey nearly an hour later.

His first canyon turned up empty, just a shallow, sand-filled dip. Looming ahead, a high wall of weathered rock, hewn from the blast, rose to challenge him. This would be his final hurdle before finally calling it quits and getting back to the warmth and safety of the transport shuttles. Carter was right: R&R would go down pretty well with him right now.

The last of the failing light now glimmered feebly in the evening air, seeming to trickle down the pale brown crater stone, which seemed to glow faintly. The horizon was a deep crimson now, as amethyst chemical clouds crowded the low skies. Above, all was clear. The deepest void of indigo darkness pressed down upon him, interspersed with myriad tiny pinpricks of purest light.

Shepard halted his brief appreciation of nature to continue on his way. The air was already beginning to chill his exosuit, even with the thermal coils. The techs had assured him that the second skin could easily stand up to the relatively mild night lows of negative twenty in the forecast, but as they'd also boasted that no cold at all would breach the suit, Shepard wasn't quite so willing to take their word on faith.

Absent radio chatter filtered through his earpiece as he began his ascent. "Recon 4, sound off. Anything in the southeast sector?"

"Negative."

"Anyone got a light? I can't do a proper sweep without a flare—"

"—cycling down engines. The frost is starting to chill the casings. Staying on reserve power until—"

"I want Shuttles Alpha through Charlie running hot, Corporal."

"Can't sir, the temp—"

"I'm picking up tectonic activity—"

"—Don't give me any lip, Corporal. Keep them running hot—"

He did his best to tune out the excess noise. Clambering swiftly along the rock face, he knew already that his search was in vain. These mysterious disappearances happened often enough, sadly. What with pirates and smugglers taking refuge in hidden fortresses on these far-off worlds, it wasn't unheard of for, once or twice a year, a small group of explorers or colonists to simply vanish. Murdered, or captured and sold into slavery, there were many ways to go. Shepard had no illusions about locating any sign of the missing miners.

Which was why he was startled when, by the dying light of Akuze's setting sun, he spotted an odd discoloration on a rock face a few yards to his right. Shifting his center of gravity on the narrow ledge on which he was perched, Shepard hauled himself over another bluff. Alighting on his knees, he rose calmly, but with purpose. Loose rocks made unnervingly loud clattering sounds as his armored boots kicked into them, sending them tumbling off the cliff face back the way he'd came.

Shepard approached the strange marking. Kneeling at a safe distance, he squinted against the light, struggling to identify the blotch of dark color on the otherwise creamy stone. Night vision was equally useless, as the glare off of the faintly illuminated rock blinded him. He'd just have to get in closer. Besides, what harm could a bit of brown rock do to him?

Leaning in, Shepard examined the imperfection in the rock. It was as if something had been spilled, trickling down the surface of the stone. Curious. Acid rain, maybe. Or a vein of some sort of ore. Rubbing an armored finger against the rock, Shepard was about to give up on the strange anomaly, when something distinctly familiar caught his eye.

Some distance away, no more than three feet, concealed in the lengthening shadow of the ridge, another dark splotch was now visible. But where the previous marker had been shapeless and vaguely puddle-like, this was all-too defined. He recoiled instinctively.

A human handprint, pressed against the stone. The fingers were splayed outward, as if grasping at the rock, struggling to find purchase. The imprint of the palm was smeared, and appeared to have been dragged.

All noise seemed to deaden. The incessant chatter over his comm died out, the faint howl of the nighttime wind all but forgotten.

In an instant, Shepard's hand strayed to his recon kit at his belt. Withdrawing a thin, plastic cylinder, Shepard kept his eyes trained on the simple, terrifying mark. As the tube bent between his fingers, a faint snap sounded and the Luminol glow-stick was activated. Black light streamed from his outstretched hand, casting strange relief on the shaded stone.

And caused the bloody handprint to glow with a pale blue radiance.

Shepard's own blood ran cold as he, tossing the stick aside, climbed up the ridge without a second thought.

The summit was only a few feet above him, and the slope was gentle. Rushing upward, streams of pebbles and coarse sand tumbling down in his wake, Shepard drew level with the lip of the ravine.

Below, right at his feet, a wide chasm stretched. Easily twelve feet across, and perhaps sixty down. The walls were composed of the same dull rock, but unlike the unblemished terrain he had just traversed, its sheer walls were pockmarked and scoured, cut by long scars and punctuated by multiple warren-holes that tunneled into the depths of the earth. The smallest of these tunnels were six feet in diameter. Shepard couldn't gauge the largest.

But that didn't interest him.

What interested Shepard was the armored personnel carrier that lay discarded at the bottom of the crevice. It had to be the same one from the facility— no one else lived on this hostile planet. With that being said, it didn't look much like a transport anymore.

It had been turned over entirely on its side, its heavy titanium rear axle snapped clearly in two. The scratched silver carapace gleamed brightly even in the dim light, illuminating the area enough for Shepard to see perfectly clearly. Armored wheels jutted outward at unsettling angles, grossly twisted like broken limbs. The hull had been breached and ripped wide open, burst like a punctured can.

Blood painted the inside.

Not just the vehicle, but all along the valley floor. There it was, that same, innocuous dark stain, pooled along the ground where it had run in rivulets down the walls. It was everywhere. It adorned cliff sides, splattered along wide stretches of rock in unnatural patterns. Its sheer profusion sickened Shepard. He felt his heart in his mouth.

"Christ."

Something else, pale and gleaming, caught his wide eyes. Sprinkled across the ravine's depths, shining as innocently as the stars overhead, scattered bones lay discarded, chewed and snapped. They littered the site, some half-buried in the wreckage, some piled meticulously. A cracked skull peered upward from beneath a mass of twisted metal, and even at his distance Shepard could see the dark of its intact eye socket.

Suddenly tasting bile, he drew away.

Shepard's head spun in delirium as he panted loudly. His mind was racing. Those were the miners. They had to be. But what had done this? What had dragged down an armored transport to those depths and crushed it? What had eaten those men and women alive?

He recalled the deep, brooding dark of the holes in the ground. The tunnels.

This was very, very bad.

And within moments he had recovered himself. Activating his comm, he shouted into his receiver, "Major! I've located the miners…" he paused as he retched slightly, now rapidly retreating from the deadly rim. He thought of the handprint on the rocks near where he stood. He hadn't been the first to try to escape, scrabbling madly at the merciless stone. There was something very old, and very dangerous, entombed in the pitch-dark of the crust. His head swam once again, and he mentally shook himself. "They were eaten—"

"Shepard… Say again… Lieutenant… Did you say miners?" The communication was filled with static. The voice was sharp, alert.

"Yes. They're dead. All dead. Some… thing ate them." He swallowed, doing his best to speak clearly as he began to sprint down the steep hillside. Leaping none-too-gracefully from a crag, he landed on a lower mesa noisily. He stumbled, but quickly righted himself, bolting off. Had it not been for his reinforced shin guards, he might have snapped his ankles. They might have been wrenched, though, but he didn't feel any pain. The rush of adrenaline coursed through his body, elevating his senses. The pounding of his heart seemed incredibly loud as he ran, now with more control and thought, fueled an ancient, instinctual fear. He was the prey here.

The sun's last ambient rays dimmed and, after lingering regretfully for an instant, went out, abandoning the world to night.

Presently Shepard became aware of someone addressing him as the throbbing in his ears subsided slightly. The major's words were difficult to discern now, only so much noise amidst the endless squawking of the radio traffic.

"—back to base immediately—"

"Eaten? Who was eaten?"

"Say again, Bravo Two?"

Shepard's all-out sprint continued as the lieutenant rocketed along the bluffs and gullies, without any regard for the treacherous terrain now. The waves of static continued to bombard his ears, but he strained to catch any discernable words.

"—want those gunships… fueled up now—"

"Major, I'm picking up more seismic readings. Some sort of localized earth—"

"What… readings?"

"There's an earthquake?"

"Recall… scouting teams!"

He became aware of the fact that he still clutched his modified marksman rifle in his armored hands, but it was no comfort. Whatever had killed those people had driven them from their base and crushed their transport. A solid titanium transport. A few thermal rounds weren't going to do anything.

"Yessir, two hundred… belowground, half a klick north… never seen anything like it. Anyone else getting this?"

"Roger, I'm picking it up too. It's moving. Estimate sixty kilos per—"

"I want a fix on this thing!"

Shepard could see it now, in the distance. All along the eastern bank of the crater, maybe five hundred yards away, the glow-strips and running-lights of the landing party shone vibrantly, testament to the true-blue Alliance forces stationed there. Only a little further to go. They'd board the dropships, get off this damned planet.

"Something killed them, sir," he panted, not allowing his words to slow his escape. "Subterranean alien life. Destroyed their rover. I couldn't count the bodies."

The bedlam issuing from his speakers ensured Shepard couldn't hear if his CO had received this information. Amidst the white noise and the multitude of confused voices, he could only pick out snippets of conversation.

"—all units, fall—"

"Kodiak Charlie ready for boarding, engines primed—"

"Ignite your fuel now! Prep—"

"—want full combat capabilities. Roll out the rovers—"

"—hostile alien life."

"—aliens? We're under attack?"

"Quiet on the line!"

"Seismic readings stronger now! They're converging on our location! Heading three-four-oh—"

"What?"

"Igniting engines."

In the distance, Shepard heard the roar of multiple gunships firing up their main thrusters. Even from where he stood, he could feel the vibrations the rumbling engines caused in the earth underfoot. The Alliance aviators were prepped to load up all personnel for a quick evacuation, and now idled, awaiting further instructions.

Unfortunately for the pilots, this was precisely the wrong thing to do. The reverberations in the earth, while not nearly as cataclysmic as those caused by the nuclear blast, were more than enough to broadcast a geological signal through the crust, in the same way the nuke and the rover had done.

Shepard had just cleared the lip of the crater when it happened.

"The signal's right on top of us!"

"Shuttle Bravo, ready for ta—"

The explosion was magnificent. The blast that radiated from the compressed fuel tank ignited a minuature sun that seemed to hover, as though time had been suspended, only meters off the ground, casting everything around it into the sharpest relief for a nanosecond. Shepard could see the forms of soldiers diving for cover and the outlines of other vehicles as though through a snapshot. It was somehow morbidly stunning. Shuttle Bravo was nowhere to be seen.

Then the fiery light extinguished itself faster than it had appeared, as a mass of roiling dust and earth shot upward from the earth to consume it. The column of soil and smoke blasted outward, pelting nearby Marines with shrapnel and rocks. Distant screams could be heard on the wind.

The cloud began to settle. Shepard, now halted in his tracks, thought he could see a dark form thrashing violently in its depths.

The Marines were still coming to grips with the disaster.

"What just happened?"

"We've lost the shuttle—"

"They're all dead—"

"What the f—"

"Clear the line! Order! All personnel, pipe down!" Shepard recognized, through the haze that had fallen over his shell-shocked brain, the authoritative tones of his CO.

The command might have been followed, if not for what happened next.

"Oh my God!"

"What is that thing?"

"Aughhh!"

Out of the shadow, something struck. Long and serpentine, its scaled body gleamed like a beacon in the starlight, ebon plates flashing dangerously. A bright, bioluminescent blue mouth, split radially into jagged mandibles lined with dozens of rows of spined teeth, parted in a terrible roar. Its keening screech caused Shepard's knees to buckle, as another, comparatively silent scream breached his lips.

There was the briefest silence after the echo of the beast's call resonated across the plains. For just a moment, the night was utterly still, save for the calm wind.

Then, as if in response to this hellish signal, the Thresher Maws attacked.

Out of the gloom they came, bursting through holes in the previously stable ground and darting out of recesses in the stone with viperlike speed. Their spearlike tongues flashed like lightning, impaling soldiers through the torso before retracting them, screaming a horrible high-pitched squeal, into their waiting jaws.

Bodies fell or fled, as the unit broke into immediate disarray. A second transport attempted takeoff as multiple bodies clambered aboard, before another, larger beast burst from the ground below to envelop it like the first. Another flash of light, brief, contained. Then they were gone, too.

Shepard sprinted to the center of action, rifle at the ready. One hand clasped a high-yield grenade strapped to his bandolier. His feet barely touched the ground as he ran flat-out for his allies.

The response was quick. Those furthest away from the epicenter of the attack marshalled themselves into a phalanx, rifles and grenade launchers at the ready. The brilliant flashes of crimson and white light lit up the night as if in retaliation against the earthen darkness. The report of thermal gunfire echoed across the flat terrain like peals of thunder. Rounds ricocheted off of alien armor, sparking harmlessly as the Threshers dove back underground for cover.

Within seconds, they resurfaced once again in towering pillars of earth. The dry soil flared outward into a nightmarish cloud, concealing the battlefield better than any smoke grenade. From within its depths, more shrieks and high howls could be heard. The combat phalanx scattered, but few could outrun the shadow. Those that did failed to get far, as more flashes of blue lightning harpooned them and dragged them back in.

The radio was filled with the screams of Shepard's comrades as they ran or died. One voice died out into a low, plaintive moan, as an obscene sucking noise filtered through the Marine's headset. There was a terrible grinding, followed by a loud squelching sound as his armor was bitten through and his flesh exposed to the rotating teeth of the Maw. Somehow, above all else, Shepard heard this.

He drew nearer, his head, previously cool, now muddled and his thoughts astray. What could he do? Go charging into the swirling maelstrom to do… what? Avenge his teammates? Save them? Somewhere in the back of his mind, Shepard knew this was impossible, but his rational mind was no longer functioning. They couldn't all be… dead.

He saw Lee, and Carter, and Toombs in his mind's eye, clear as Akuze's blistering day, bodies ripped open and flesh scoured from their bones, which were left scattered like the bodies along that godforsaken ridge. All dead. It couldn't be.

One thing was for sure. He wasn't going to let them die alone.

Which was what Shepard had deluded himself into thinking when the cacophony of death shrieks and terrified voices was abrubtly cut off. They were still audible, faintly, over the blustering wind. Many years later, Shepard could still hear them when he paused in a quiet place, somewhere dark, alien, and alone. They were screaming, calling his name, perhaps. The shadow of this night would never leave him. Not entirely.

He was interrupted in his final charge into death and glory, however, when a single, agitated voice barked over his comm. "All remaining units, this is Major Strickland. Fall back. Do not engage. Shut down and abandon all mechanized engines. These things are hunting us. Fall back—"

There was a burst of white noise, then he was gone, too.

Off from the main center of activity, Shepard discerned several human figures fleeing up a low line of hills. Not a hundred feet away. Without a second thought, he ran to join them.

Nine Alliance Marines hunkered down in the filth and the dark. Shepard slid down the last embankment to join them, and nine rifle muzzles rose to greet him swiftly.

There was a brief pause as each side considered the other. Then, a low, measured voice. "Stand down, men. It's the LT."

Lee crouched with his back to the knoll, his rifle loaded and braced against his chest plate. His visor was smeared with dust, but Shepard could faintly make out the familiar friendly eyes. "Sir, we've got a situation."

Another Marine cursed loudly under his breath, causing a third to strike him outright across the helmet. "Quiet!"

"Jesus." Shepard could discern the light tones of Toombs, who sat, rifle at his side. His head was lowered, gazing intently at the soil as though he fully expected it to swallow him up. "Shepard," he asked in a quiet voice, "what the hell are those things?"

"I… I don't know," the lieutenant uttered, his own eyes wide as saucers. He kept his weapon clutched firmly in both hands. As the group of survivors glanced at each other frantically, he spoke up, with more conviction. "It doesn't matter. They've neutralized—"

"Neutralized?" whispered Carter, kneeling close beside Lee. He swore profusely. "They're dead! All dead! The major, Stevens, Jones, all of them! Those things—" He quelled at a single curt glance from Lee.

"They took out two transports, Lieutenant," Lee informed Shepard in his customary level voice. "Only Charlie Shuttle is left."

"Why didn't those… things destroy it?"

Toombs and Carter stared at a pilot who slumped against Lee's left shoulder. She said nothing, her dark-armored form trembling slightly. Lee hugged her shoulder bracingly as he spoke. "Amanda here powered hers down in time. She and some of her crew met up with us," (here he gestured at Carter and Toombs). "I don't know how the hell she did it."

Shepard's response was cut short by the sound of a not-so-distant howl. The sound of shrieking metal echoed as the creatures began to scavenge the ruined campsite. They all shivered collectively, but the flight lieutenant seemed to come out of her withdrawal, as though galvanized by the noise to speech.

"Mark…" she whispered faintly. "My co-pilot. He gave us the time we needed. We ran. Those…" her mouth grew dry and she licked her lips nervously. Her breath was short and irregular. "They grabbed Jenkins and O'Loy. We're all that's left."

"Add these two from Recon 4, and that's all of us," Lee said, waving a hand at a pair of scouts who huddled close together. One absently fingered his weapon, as though daydreaming. The other shook violently. "All other units were assembled at the landing zone."

Shepard did a quick head count. Amanda and her flight crew made four. The scouts made six. With his squad and himself, that made an even ten. Seeing as how the main force of the Marine division had been completely wiped out in seconds, it wouldn't be enough to fight the creatures.

"Okay, first thing's first," Shepard stated matter-of-factly, hating himself for not grieving for the others just yet. "Can we confirm if anyone else made it out? And what kind of transport is left?"

Amanda looked down from her contemplation of the starry sky that reflected itself in her dark visor. In a weary voice, she intoned, "I have the vital stats of the entire team on this." She waved a wristpad weakly, as though she lacked the will to move. "Flight manifest. They've all redlined. It's just us."

"As for transport," Carter chimed in, "Lee reckons we can blast out of here in that gunship. Maybe send a volley or two back down to earth to blow those bastards out of their holes." He pounded his fist into his gauntlet for emphasis. "Get some payback."

"Negative," Shepard stated decisively. "Did you see what happened the last time they tried to take off? Snatched right out of the air before they cleared ten feet."

"Then what the hell do you suggest, huh?" Carter's voice started to rise dangerously before he checked himself. When he spoke, however, insubordination was heavy in his voice. "We can't just sit here, waiting."

"No, we can't," he agreed, deciding to let the insolence go. Everyone was plagued by their thoughts right now. No need to be gung-ho about regulations. "We're all that's left. We need to get off this planet, but we can't risk moving over open ground, or starting those engines. There'd have to be some sort of distraction."

"Those monsters are chewing on the bones of our buddies," one of the scouts spat angrily. "I think that's enough distraction."

A crewman spoke up quietly. "I saw a Lotus tank as we ran. Used it for cover. Maybe we could fight those things with it?"

"Or we could grab a jeep, drive off. Hail help somewhere else," Lee suggested reasonably.

"They'd just follow us underground," the other scout muttered dejectedly. "We're dead. It's over."

Shepard shook his helmeted head vigorously. "We're going to get out of this," he assured his ragged squad. Toombs's shoulders sank hopelessly. "Trust me. We just need to stay focused, and bide our time—"

He became consciously aware of the fact that, as one, the other nine faces that sat in front of him looked up slowly, their visors rendered unreadable by the starlight. Suddenly Shepard's blood ran cold. The world became very, very quiet, as, over the continuous din of the wind, he heard rocks shift quietly, somewhere behind him.

Almost imperceptibly, Shepard readied his rifle. Lee, Carter, and Toombs did the same. The silence was absolute then, as the lieutenant sensed the creature approaching from behind. At an unbidden signal, born of countless hours' training with his squadmates, Shepard spun around and fired. His companions did likewise.

The juvenile Thresher Maw, easily six or seven feet long, that had been silently creeping up behind Shepard caught two clipfulls of thermal energy in its gaping mouth, which blasted through the phosphorescent tissue easily. The armored worm gave a terrible cry before the sustained fire liquified its skull. The beast reared back in pain as its primitive brain shut down entirely, and it collapsed with a tremendous crash! into the dusty ground.

A distant bellow. More were coming.

Without taking time to reload, Shepard sprang from the hollow, shouting over their closed radio, "Go! Go! Go!" The others did likewise without hesitation, and as one they dashed from their hiding place, straight back down the hillside.

Shepard's expert eyes surveyed the battlefield. Massive craters pockmarked the earth, and the wreckage of multiple all-terrain vehicles lay scattered across the ground. Wide swathes of scorched earth marked the sites were Shuttles Alpha and Bravo had been consumed. A squat, heavy transport sat like some massive scarab fifty paces to the west. The Lotus tank. With a magnetic accelerator barrel and ballistic antimaterial cannisters, it was a formidable weapon. It had been left untouched by the vibration-sensitive subterranean feeders. Evidently it was offline.

But it would be of no use to them. It would take far too long to activate, and the shells, while certainly deadly enough to bisect the massive worms, couldn't be fired quickly enough to kill them all. Especially if the attack came from below once again.

No, their best bet, as much as Shepard hated the idea, was Amanda's shuttle. If they could have just twenty seconds to warm the engines, they could be off of this damned rock and out of the Thresher Maws' reach. While he'd discounted this plan previously without a distraction, Shepard knew they now had no choice. He had to hope that the bigger creatures were far too busy feasting on the dead to act swiftly.

He noted all of this in a single instant. In the next, he was leading the charge along the open ground. The ten soldiers weaved between two overturned jeeps, sprinting around a collapsed hole left behind by one of the original attackers. Shepard caught sight of a suit-clad figure part-buried in the dirt, part-chewed away. Fresh blood pooled from the sucking hole in its torso where its arms and neck had been, before freezing solid in the rapidly dropping temperatures.

Shepard's breathing came in ragged gasps as exhaustion and the pain in his ankle began to take hold, but now was not the time to falter. Ahead, no more than a hundred paces away, idled Shuttle Charlie. They just had to hold out a little longer.

They had made it perhaps forty paces, when the next wave struck. As they attempted to give a smaller crater a wide berth, an undersized Maw flashed out and, in an instant, wrapped its spined mandibles about one of the crewmen's legs. Multiple arms reached out to seize him, but none were faster than the creature. He screamed once before he was whipped away, his hands pawing madly at the mouth of the hole before vanishing entirely in a puff of dust.

Amanda cried out in despair, but Toombs and Shepard snared her by the arms, hauling her away. At that instant, the monster shot out again, narrowly missing the pilot. Carter fired an incendiary round into its face head-on. The resulting flash blinded the beast, and it recoiled into its den, yowling.

They ran on. Sixty paces now. As they thundered along, the scouts pulled ahead, utilizing their abilities to close distance with the transport. It happened just as fast as before. Two Threshers appeared, one slithering from an old passage, another blasting a new one open.

In an instant, they were on them. One scout ducked under the initial lunge, rolling forward before glancing back to check on his fellow. The second was not as lucky. The strike caught him full-on in the torso. The mouth wrapped around him, teeth punching through his armored chest with ease. The serpentine creature did not retreat, but rather slithered away rapidly from the scene, into the dark. The writhing soldier couldn't make a sound as blood flooded his lungs.

Seventy-five.

They caught up with the first scout, and fired a collective barrage of shots to discourage the first Maw as it attempted to attack the helpless soldier. Catching a few in the face, it screeched viciously, lashing out with its tongue. Toombs darted forward, pushing the scout out of the way. The proboscis struck empty air, curled, and doubled back like a whip, slicing through Toombs's leg armor like rice paper. With a scream, he staggered and fell to the ground.

The beast retreated, and Carter hauled Toombs to his feet. As they hobbled along, slower than ever, the insistant creature returned. A quick lash of its razor-sharp tongue divorced another crewman's head from his shoulders. His body crumpled sadly to the dry earth, blood issuing freely from his stump of a neck.

In a flash, the Maw encircled the limping duo and, with only a moment's hesitation, Carter threw Toombs bodily out of the enclosing circle to land at Shepard's feet.

Carter stood his ground against the titanic worm, his snarl of anger audible over their headsets. "Come on, you son of a bitch!" Multiple shots rang out from his weapon, flaming ammunition peppering the monster's face. The corporal made to jump out himself, but the Thresher rapidly constricted before his leg was clear. There was a hideous snapping sound, and Carter's scream echoed in all directions, curdling Shepard's blood.

Once more guns were leveled to aid him. Once more, the Maw sped off into the dark with its prize. Carter's screams did not cease. Shepard screwed his eyes shut for an instant, but no tears came. They would later, if they survived this.

This time, however, the last crewman broke ranks. Without a thought for himself, he sprinted off after his fallen ally with nothing but a sidearm, ignoring the others' cries of warning. Before Shepard could bolt after him, Amanda's shuttle technician appeared to stumble, vanishing into a warren he hadn't even seen. He didn't emerge again.

A few seconds later, Carter's distant shrieks faded to silence.

With a loud oath, Shepard released Amanda, and together they helped the wounded Toombs to his feet. The corporal whimpered in agony, his right leg dangling uselessly at a hideous angle. Shepard was just about to call for Lee when he noticed the large, familiar figure bolt with purpose off to their right.

"Lee!" he shouted, and the second scout joined in. "What the hell are you doing?" Even as he spoke, they trudged on hastily, moving as fast as their limping speed could allow.

The deep voice was just as warm and reassuring as it always had been, although now it was tinged with sadness. "Getting you that distraction!" In moments he had crossed the unblemished ground between their location and the Lotus tank. Clambering aboard, he wrenched the canopy roof open with a single hand, while aiming wildly with his rifle in the other. He squeezed off a few shots at some unseen target before crawling in.

The tank roared to life.

Damn it, Shepard thought, as Toombs limped alongside him. Lee, no.

Shepard and the remaining survivors reached the shuttle. It was a small affair, built to hold no more than twenty armored bodies. The thrusters were out, but surprisingly still warm after being shut down by Amanda's co-pilot only minutes before. Amanda rushed aboard, settling into her chair. Her fingers danced across the control panel, flicking several swtiches and adjusting a dial or two. The thrusters responded immediately, issuing tiny blue-white jets of fire from the belly of the craft.

Shepard felt a rumbling in the earth. This was it. In a few moments the Maw would spring up from below, obliterating them in an instant. They would be vaporized by the exploding fuel cell, and all that would be left of them was ash to settle on the surface of this alien world, or to be scattered on the harsh wind.

But instead the creature burst out of its belowground passage twenty yards off of their port, rearing upward like a terrible snake as it confronted the tank. The long barrel quickly rotated and loosed a shot, a reverberating boom! accompanying a flare of light. It clipped the Thresher Maw in its midsection. A colossal chunk of meat was blown away, allowing luminescent blood to flow forth. An ear-splitting cry rent the frigid air, before another shell imploded the beast's head. Toombs and the scout gave a cry of joy.

But it was a momentary victory. Three more monstrous forms emerged about the tank, drawn by their brethren's cries as well as the heavy vibrations of the shell impacts. Lee loosed another salvo, and Shepard heard several cannisters hit their marks, but he could waste no more time. He had to honor Lee's sacrifice.

The thrusters increased in strength as Amanda threw the throttle wide, and the Kodiak shuttle shuddered loudly. Amanda compensated for the upward thrust with a judicious application of the control yoke. Takeoff was imminent.

Shepard helped Toombs into a crash-seat by the exit hatch so that he could quickly turn back to aid the scout. The armored Marine was occupied firing a volley of shots from a kneeling position into the yawning darkness beyond their transport. Shepard could make out multiple forms slithering just outside the pool of thruster light.

"Come on!" he bellowed, stepping forward to haul the man back. "Let's go!"

The soldier about-faced after emptying his clip. His eyes, visible for once behind his narrow slitted Recon-style visor, made contact with Shepard's. They were a bright green, and stared at him inquisitively. He paused for only an instant.

There was a rustling sound. The eyes widened in surprise. Both the lieutenant and the scout glanced downward to see the long spinelike needle protruding through the private's chest. He made no sign that he was distressed, only glanced, in a daze, up at Shepard.

The eyes met his once again, red-rimmed with tears of pain. Or perhaps simply sadness. So close.

Then those eyes shut in resignation, and even as Shepard stepped forward to receive him, the scout was yanked violently back into the darkness like a ragdoll.

"No!" Toombs shouted despairingly.

Without a moment to recognize this, Shepard threw himself into the waiting shuttle bay, narrowly avoiding another passing tongue. He crashed bodily into the titanium flooring, and felt its reassuring, familiar touch.

But he remembered the sight of the ravaged transport, made of similar metal, ripped wide open by hungry, probing jaws in that dark crevice; its human contents plucked out one by one to be ground and chewed voraciously. They weren't out of the woods yet.

In the distance, he heard the sound of another round of mortar shells being lobbed at the gathering creatures. Lee was putting up one hell of a fight. Shepard silently prayed he could draw out his sacrifice as long as possible.

Rising unsteadily, Shepard staggered forward as the floor heaved unevenly, while Amanda wrestled with her controls.

"Can't… lift off!" she groaned through her mouthpiece, hands savagely gripping the joystick. "Something's got us!"

Sure enough, as Shepard turned around, he saw the hideous sight of a long, blue spine, wrapped spitefully about the starboard landing gear. The foul appendage jerked viciously on the shuttle, attempting to drag it back to earth.

"We've got a problem!" Shepard shouted over his shoulder.

Amanda let out a fierce cry and, with the tap of a button, redirected the thruster. A five-yard stream of fire blasted the tongue, which held on with a greedy determination even as the five-hundred-degree flames licked its surface. After several heart-pounding seconds, as the shuttle rocked violently and the pilot battled her throttle controls, the Maw's grip relented, and the tongue recoiled like a flaming rope. The shuttle rocketed free.

Shepard was just releasing the breath he'd been holding for so long, when the unthinkable happened.

That same flailing, flaming appendage whipped out one final time, clipping the shuttle on its portside. The ship rocked once, just once, as Amanda quickly adjusted her controls, but it was enough to cause Toombs, still fumbling with his crash-webbing, to tumble from his seat.

He hit the deck, rolled once, and vanished over the edge.

"Toombs!"

Shepard dove after him faster than thought, crawled all the way to the yawning drop-off into the dark below. Fifteen feet down, he thought he could see a body, lying prone amongst the wreckage and the fires, but he couldn't be certain.

"We have to go back! He might still be alive!" he heard himself shouting hoarsely over the wind, but even as he spoke the automated hatch sealed the cabin.

"No," Amanda spoke quietly over the intercom. Her voice was steely, resigned. She knew as well as he did that they couldn't touch down again. Not to save Toombs, and not to save Lee. She glanced at her wrist pad, and her helmet was bathed in a faint green glow. "He's dead," she breathed, her voice heavy.

At this Shepard rose once again, as though in a trance, and peered out of the starboard-side viewport.

Below, the landscape was a vision of hell. Massive monsters roiled and writhed across the barren earth, now attacking each other as the battle wound down. Scattered fires burned across the plain, casting relief on the sight of countless strewn pieces of wreckage. They glared up at Shepard like accusatory eyes. The eyes of those he had left behind.

He could make out, faintly, the incongruous, shadowy shape of the abandoned base that the Maws had driven the miners from. The crater was all but invisible now, concealed within the uniform pitch-black vista.

Shepard thought he could make out the telltale flash of one last blast of cannon fire on the dark surface, but he blinked, and it was no more.

Goodbye, Lee.

Staggering away from the wide window, Shepard's hands flew to his helmet. Unsteady fingers popped the seal, ripping it away entirely. He gasped for air, his eyes screwed shut in sorrow.

In the cockpit at the vessel's stern, Amanda did the same. Shepard caught sight of close-cropped auburn hair, and a slender neck bowed in sadness. Her pale face was vaguely illuminated by the display lights. Shepard didn't bother to approach her.

"I'm sorry," she muttered silently. "I'm so sorry."

Shepard felt a burning hatred for her and himself, for having the gall to survive when so many others had died. He sank into a seat dejectedly, unwilling to bring his eyes to the chair where, maybe sixty seconds ago, Toombs had sat, very much alive.

He heard a scream of despair echoing along the craft's hold, and it took Shepard a moment to realize it was his own. Resting his face in his gloved palms, he gritted his teeth in fury. Not good enough. I couldn't save them. Damn it.

Damn it.

He was possessed by a sudden, irrational desire. "I want to see the roster," he heard himself say slowly with conviction. "I have to know they're dead."

Shepard rose swiftly from his chair, but before he had crossed the troop bay, Amanda's voice called back to him. It was husky and monotone, devoid of all inflection. She slumped resignedly against her seat, gazing wistfully at her empty co-pilot's chair.

"We're out of range. Here," she tapped a few commands into the wrist computer, and waved it in Shepard's direction halfheartedly. "Last known data." A long list, forty-eight in number, of names scrolled down it, ending with Toombs and Lee. Each name was understruck by a grim red line.

Reality crushed Shepard's heart with a terrible finality.

Without a word he settled back into his chair, but did not buckle his crash-webbing. Shepard half-wanted another Maw to strike, to take him just as it had taken Toombs. He didn't deserve to live. He wasn't any better. Just luckier.

But right then, he didn't feel lucky at all.

There was silence in the hold for what seemed the longest time. The ship hummed faintly as the autopilot guided the vehicle into orbit. Suddenly, Shepard felt the hold of Akuze's gravity release the shuttle. They were away.

Amanda drew back from her controls. Her job was done. Shepard heard her sigh once, a slow, lingering sound. He couldn't see it, but she rested her forehead against the cool glass of the front viewport.

After a while, she spoke once again, as the cockpit door swung shut on oiled hinges. "The carrier should be by to pick you up in a few hours. Tell them what happened."

Shepard's body tensed as he realized the implications of her words. "Wait, Amanda—"

"Don't worry," she laughed quietly, in a deranged sort of way. Her hand calmly loosed her sidearm in its shoulder holster. "The hull is reinforced. You'll be fine."

He bolted from his seat, all worries forgotten. Shepard raced across the hold, feet scrabbling madly for purchase as the smooth deck heaved and tilted while cosmic winds buffeted their craft. "Amanda!" he shouted, seizing the hatch to the cockpit. "Don't!"

The intercom through which she spoke clicked off. Seated in her pilot's chair, Amanda contemplated the millions of stars that wheeled overhead. They reflected in her wide, forlorn eyes. A sad smile touched her lips.

Outside the hatch, Shepard struggled in vain against the pneumatic seal. Kicking viciously at the unyielding metal, he drew back, and loosed a clip from his rifle into the door's framework. The engineering was sound. The door held.

The cold muzzle of an M12 pistol pressed itself against her temple. Her eyes strayed from the heavens to the six empty seats around her. She could imagine them occupied by the men and women she'd fought with and laughed with and cried with, all together just an hour before.

Jenkins, O'Loy. Dead before they'd managed to escape.

Barnes, Rogers, Lawrence. Picked off, one by one, as they'd fought their way back.

The co-pilot's chair was bathed in the glow of Akuze's distant sun.

Mark… Flight Lieutenant Amanda Richards shut her eyes for the last time. A solitary tear rolled down her cheek.

"I'm sorry," she whispered.

Beyond the viewing window, Shepard screamed silently.

"Goodbye. Be at peace."

There was a loud report as the handgun discharged, loosing a single shot.

And so Akuze claimed all but the last.

Shepard sank to his knees. His weapon left his hands, and he rested his head against the cold touch of the titanium bulkhead. He closed his eyes as despair and fatigue claimed him.

Alone in the dark, he prayed for an end that did not come.