Disclaimer: I don't own Worm, Worm is the property of John McCrae aka Wildbow

Prologue

"Get down!" Guardian shouted.

Guardian tackled me, dragging me to the ground

A volley of dark thorns flew overhead, embedding themselves within a flamboyantly dressed cape that had stood only a few feet away

The cape fell forward mouth agape, with a look of surprise spread across his face. He had still been in shock over the equally abrupt and grisly fate that had befallen Rachel moments before, when a "Gargant" had barreled into the Endbringer Shelter, knocking her off the roof along with Judas.

Antares had rushed to help her up, only to stop and stare in shock as a massive blob of corrosive fluid had fallen on her from the flying gargoyle-like terrors above, melting her down to the bone in seconds.

It was a small blessing that I was too pumped with adrenaline to process the screams and abrupt choking noises she had made. Unfortunately, Antares hadn't so lucky, and the ten or fifteen seconds he had spent futilely trying to save Rachel had gotten him killed.

WIth a protective roar, Guardian scrambled to the fallen Defiant's spear, and spun it into a low martial arts stance. He leapt over the creature's next volley of projectiles with a butterfly kick and swept the spear out, activating the nanothorns with a hum. The creature met him head on, trapping the spear in one of the scythes that extended from what served as a mouth. He spun, striking the creature with the butt of the spear, and spun the weapon, jamming the nanothorn blade up its jaw. The creature - a "Scythecat" fell still and ceased to move.

Gasping for breath, he dropped down next to me with a thud, leaning against my back. It was comforting, having him beside me like this. We sat under the shelter of the scaffolding above, resting as another wave of Babylon's creatures appeared on the horizon.

I stared up towards the sky, where a massive, city-sized structure had blocked out the sun. A shiver ran down my sign as my eyes moved to the center of the flying structure. Spanning about four hundred meters across at the center, there was a crystalline image of a human face that periodically twisted into uncanny caricatures of human expressions, ranging from eerily neutral to gleeful sadism.

To think, it had only been two months ago when the world had experienced a miracle .

A miracle that had left a glimmer of hope that humanity could survive, that we could persevere, that we could actually beat these walking extinction events.

After two decades of hopeless death and destruction at the hands of the Endbringers, Leviathan had fallen in the battle of Brockton Bay a desperate plan concocted by Tattletale, utilizing the few powers we had available to strike down the monster in a single blow that it couldn't anticipate or prepare for.

Our celebration turned out to be short-lived, however, seeing as a fourth Endbringer had just appeared over Cambridge, Massachusetts, blocking out the sun in the shadow of its sheer size..

The Endbringer had appeared only a couple of days after the Brockton Bay Resettlement Project had finished.

The attack had started with the entity almost teleporting above the city, before opening the vents underneath to drop a massive volley of mutating spikes on the city. Those that were unfortunate enough to be struck by the spikes quickly expired, before their deceased bodies contorted into one of several types of monsters. The monsters would then spread out and kill any living thing in sight.

To top things off, there was a "Recycler" subtype that moved through the streets, absorbing fallen bodies and spawning off massive "Gargants." Ten to fifteen feet tall monsters resembling skinless, massive humans with theirs muscles and ligaments exposed. Monster that functionally rated a 4 or higher on the Brute scale.

If Behemoth was the Hero Killer and Leviathan was the City Killer, then Babylon was genocide incarnate. The minions it created were definitely killable, but the sheer quantity would make Nilbog blush..In the opening hour of the battle, more than half a million civilians had been killed.

"Just when things were looking up for us too, huh Taylor?" Guardian - no, Alan said with a wince.

He grunted, standing himself up with the hilt of the spear. His trademark black and blue armor had been torn in multiple places, and his leg was exposed from the knee down where it had grown back after being cleanly removed by a Scythecat in the last wave.

"Between the Gargants from the north and Scythecats pouring in from the east, we're not going to last another wave" I stated matter-of-factly, standing up next to him.

"Unless Scion shows up, I think we're in some deep shit guys" he affirmed. "Narwhal, Legend and Eidolon are doing some work, trying to keep the vents shut down to a minimum, but we won't last. Half the rank and file soldiers here are already out of ammo. We need to evacuate what we can, now."

"I'm gonna have to agree with the Boy Scout" Aisha muttered, suppressing her power to appear before us. She was holding a longsword covered in black ichor from the Scythecats. "It's only a matter of time before one of us gets ganked by a stray ball of death-goop like...like Bitch did."

I heard another rasp of breath, and an exhausted and bloody Cloak materialized next to Aisha hanging off of Dagger's arm.

"Fuck. Antares and Bitch too?" Dagger cursed.

"I lost the Impulse? I lost. Anyone Thinkers of command post. Anyone Thing try thinkers out hing the Impulse?" Cloak babbled, clearly shaken.

"You lost Impulse when you were trying to help get the Thinkers out of the command post?" Guardian guessed at his rambling.

As if on cue, a blue and red blur zoomed into view as Impulse zoomed past the barricades, leaving a trailing mist of blood that slowly settled down in the air. His left arm appeared to have been yanked clear out of the socket, and he held a struggling Tattletale under his arm. He flashed a grin at us.

"Sorry guys, looks like I wasn't fast enough for once. Fell beh...behin..."

He wobbled, and fell over.

Another jolt of dread ran through my body. Impulse would usually freeze into a red, unbreakable crystalline structure when he was in serious danger. It didn't happen this time.

Dagger reached down for him, but Tattletale shook her head, "He's gone." she muttered guiltily. "Lost too much blood when that thing tore his arm out. DIdn't want to activate his cop-out power, all b-because of m-me.."

It was the first time I had ever seen Lisa this genuinely mournful of another human being. Her leg had been badly injured in the battle, with multiple claw-like marks running down her mangled right thigh. She winced in pain, trying to keep pressure off the leg.

A banshee-like shriek filled the air, and a swarm of giant, bat-like gargoyle creatures descended on the battlements, spitting massive green-yellow balls of death. A tide of black creatures resembling sabertooth tigers swarmed up the hill of bodies left in the killing zone that the Army and Protectorate had created.

They rushed over dozens of machine gun emplacements, and the dying cries and death throes of men filled the air. After throwing themselves at the shelters an hour long siege, they had finally worn us down and found a break in our lines.

With an unnatural groan, a Gargant walked up to the door of one of the Endbringer shelters near us, and pulled. My heart sank as the terrified shouts of countless civilians joined the chorus of dying marines around us. I concentrating, calling up the millions of insects I had gathered up for the battle to descend in a swarm, biting at the legs of the monsters that were massacring the population of Boston. I could slow them down, but they were only insect bites in the end. Useful for once in an Endbringer battle, but still not enough to serve as anything more than a nuisance.

Dagger raised her plasma rifle and fired, searing a hole through the Gargant's chest, drawing its attention away from the garrison and the civilians holed up within.

It bellowed with rage, raising an arm before bringing it down on us as if it were swatting a fly. Halfway into its swing, the toppled building behind us rumbled, and a large ball of living plasma barreled into the Gargant.

Crown I recognized as the temperature around us rapidly rose from being exposed to his power.

He lifted the Gargant with both hands and began to channel pure plasma through its body, burning it to a crisp. Glancing around, the fires and crackling dimmed briefly as he noticed the bodies of Bitch, Impulse, and Antares.

"GO. I'LL BUY TIME" the plasmakinetic berserker bellowed to us in his enraged breaker state. "USE CHARIOT'S TECHNOLOGY. EXTRACTION."

He gestured to the PRT administrative office behind the toppled building with one hand, before throwing out a heavy stream of purple fire at the coming horde with both hands. The Ward known as Chariot had set up a teleporter up there that would link the ruins of the Brockton Bay Protectorate, easily an hour drive away, with an administrative center in Boston.

"No, we're not leaving you here Gabriel." Guardian stood forward firmly. "I'm not leaving you here to die alone while we run away."

Crown merely responded by frying another wave of Sabrecats pushing up the mound, lighting up the bodies in the process.

"I JOIN YOU SOON, WHEN YOU'RE IN THE CLEAR"

"I think we're out of options, Alan" Tattletale spoke with a grimace, "The path through the fallen building there is a chokepoint, and Gabriel is the only one who can hold it for us to activate Chariot's shunt drives. You're also the only one who can cover us against the air, and no-one other than you has direct combat powers to match Crown if we're caught by an ambush."

I took a closer look at Crown. His aura of plasma was dim, and the fact that he was lucid enough to form coherent sentences meant that he was running out of strength.

"I studied Chariot's schematics pretty thoroughly when I hacked into the database last week" Dagger added. "I might be able to calibrate Chariot's teleporter to move the surrounding area into the countryside."

With another shriek, two flyers descended, lobbing their deadly payloads down at us. and Guardian threw up a shield, causing the lethal gel-like substance to splash harmlessly on it.

"Dammit...I don't like this, but I guess we don't have a choice. Gabriel, you'd better make it through this too, you hear me?"

He walked over to Antares and Impulse's bodies, and closed their eyes, and tossed them in a pile over Bitch. Solemnly, Crown threw a ball of plasma at the makeshift funeral pyre, before turning around to support the dying soldiers desperately and slowly failing to hold the line.

Something hit the ground with a soft thud behind us, and we snapped around at the sound.

Imp had fallen dead on the ground, her face frozen into an expression of pain and horror. It was likely that she had died screaming in agony. Screams that none of us could even hear due to the nature of her power. Her skull had been cracked open by the deadly, corrosive material, and the top half of her head had been gruesomely burned away.

I walked over and reached down, feeling for a pulse.

"Aisha.." I whispered. What would I tell Brian? If he was even alive? I hadn't seen him since the battle started, and Alec was in one of these shelters in civilian clothing.

I felt a warm, heavy hand on my shoulder. I didn't have to turn around to know it was Guardian.

I solemnly picked up Aisha's corpse and placed on the bonfire, fighting back my feelings of frustration, anger, and helplessness.

Overhead, a flight of Dragon's Teeth and fighter jets zoomed by, hounding a small flock of Babylon's flying minions with lasers and automatic fire.

With a grim nod of acknowledgement, Guardian picked the wounded Tattletale up, and beckoned for us to follow him into the tunnel.

Behind us, two jaguar-like creatures with scythes darted out of an alleyway, slicing apart Crown's achilles tendons. He roared in rage, falling on his black to incinerate them both point blank with plasma. His legs reformed themselves, and he stood up, challenging the large horde of creatures that rushed him even as the unpowered soldiers around us died by the dozens.

-ooo-

"We need to get you bandaged up" Guardian fussed over Tattletale.

"I-I'm fine" she replied with a reassuring grin. "You can't slow down for me."

"Lisa, I know you well enough at this point to know when you're bullshitting me, or trying to bait me. We're taking a risk slowing down, but you know as well as I do that you're going to bleed out at this rate."

Using Defiant's spear, he sheared off a piece of cloth from a table in the office room we were in, and he began to tie it tightly around Lisa's injured thigh.

I couldn't help but smile at Guardian's mothering behavior.

Although Phaseshift and the Undersiders had seriously gotten off on the wrong foot, we'd become true companions through our shared struggles.

It just wasn't fair.

We survived the ABB, cleaned out Empire 88, survived Leviathan, and drove the Slaughterhouse fucking Nine out of Boston with their tails between their legs. Coil had been killed by Mannequin in the process, leaving his massive resources in Lisa's control.

I had reconciled with my father, and all the crimes I'd committed under Coil had been forgiven by virtue of being one of the capes who had been directly involved in killing Leviathan.

More importantly, we had whisked away Dinah in the confusion, saving her from Jack Slash and whatever plans he'd laid out for her.

And now, not too long after we'd succeeded in achieving our short term goals, we were being massacred in droves. Massacred by a fourth goddamn Endbringer that had appeared almost directly on top of us and started depopulating the city of Boston an hour later.

An Endbringer that was almost tailored towards killing civilians and non-brute capes, no less. It was like facing my bug swarms on some bio-tinker performance enhancers, in the hands of an omnicidal maniac.

Shaking off my thoughts, I followed closely behind Alan and Lisa, fanning my bugs out to look for danger. Cloak and Dagger stayed close behind me, bodies tensed in case of any trouble. We ran up the stairs to the sixth floor, searching for the teleporter room.

Despite the sounds of shouting and gunfire nearby, the building was eerily dark and quiet. We passed by the offices that rung out the PRT's district administrative building quietly, and turned down several hallways that led to Chariot's workshop. We moved quickly, reluctant to push our luck.

"Stop" I called out, my bugs had found something up ahead in the hallway - a body. Clustering my swarms together, I got a better look, and the hairs on my neck began to stand on end.

Clockblocker's decapitated, lifeless body laid strewn out on the floor. The upper half of Kid Win's body was next to him, with his frozen in a look of absolute surprise. Two other members of the Wards who I didn't recognize laid nearby, and the blood that pooled on the floor continued to flow. These were fresh kills. It looked like some of the Wards had the same idea as us.

Just as I was about to alert our group, the noises began.

*Chit Chit, Chit Chit*

With a crash, a pair dog-sized large crab creatures flew out from a door, and sped towards us. Reacting with mongoose-like precision, Cloak drew a pair of throwing knives and flicked his wrists, sending them into what served as a central nervous system for these creatures. They jerked, and slid on the ground, dead before they could reach us.

"The hell are these things doing up here?" Dagger wondered out loud.

As if answering her question, there was a thud from outside, and the building began to rumble.

"First rule of Endbringers" Guardian mumbled. "They're always smarter and more aware than you'd think."

He stepped up to the window in the only open office near us, and pointed down into the gray expanse. Hundreds if not thousands of assorted creatures all around us were converging to our position. My eyes widened in shock as I saw a larger, thirty foot tall gargant climbing on the side of the building, and a swarm of bat creatures closing in from the skies.

Reflexively, Alan threw up a shield as the window in front of him shattered, and a gargoyle crashed straight into an invisible force. With a cry, Alan dashed forward, jumping outside and stabbing Defiant's nanothorn spear into the creature before pulling himself back into the building using his power.

I heard a crash, and then another, and another as windows around our floor shattered one after another.

The doors began to shake and rattle in cacophony with the horrific shrieks of the gargoyles. Telltale splinters rapidly appeared along the edges, indicating that the doors wouldn't hold for long against them.

"Move!" Dagger shouted. She fired her plasma rifle in a burst at a door that had just splintered, searing a hole straight through the torso of a gargoyle.

Scooping up a groggy Tattletale with one arm, Guardian stabbed the nanothorn spear through the wooden doors as he passed with a fluid grace, thinning out the numbers where he could. Dagger's visor began to visibly run a calculation, and she reached into Kid Win's pocket, pulling out a key card. We ran together as a unit, funneling into the workshop as Dagger swiped the ID by the card reader. The entire workshop was designed to keep prying parahumans out and if we weren't safe in there, we wouldn't be safe anywhere.

One of the doors nearby splintered exploded, and a gargoyle burst out, with its deadly claws raised to strike at Dagger.

With a roar, Cloak jumped up towards the creature and thrust a knife into its neck, before ducking under a ball of goop. He stabbed upwards, piercing the monster vertically through its head, and it shrieked, falling over dead.

A wall collapsed nearby, and he spun around, stabbing his knife into another approaching creature's arm.

Dagger raised her plasma rifle again, and blew the second gargoyle's head clean off.

Another wall collapsed, and a pair of gargoyles entered the hallway with a yet another new strain of Babylon's spawn following behind it. It resembled the gargoyles superficially, with two legs, bat wings, and an impish body. It had a smooth torso, and a neck that extended out into a lamprey mouth. Its entire body was a sickening shade of yellow-gray, and it stood at a towering seven feet tall.

Cloak turned to run inside, and I jumped in surprise as a black spear shot through his hip, before fanning out in a blossoming out in a mist of blood. He stopped in surprise, and stared down at it in disbelief.

"Cloak!" Dagger shouted.

She raised her plasma rifle to her shoulder, and fired a blast at the lamprey monster's neck, splattering it into goo. Its tongue, which extended a good thirty feet out through Cloak's torso went slack, and I sealed the large, parahuman grade blast doors behind us with a click.

"Come on, stay with us Morty."

Cloak's chest was a gruesome, frayed mess. The entire right side of his torso looked like it'd been put through a meat grinder.

"Hush….cry don't...just get…out..them…."

"No no no Morty, not like this, please."

"Ren….I...lov..."

With one final agonized groan, Cloak breathed his last.

-ooo-

The room was simple as far as Tinker workshops went. The building continued to tremble as Guardian brought tools and schematics for Dagger to scan through. Dagger's expression was tense with concentration, and I could tell she was trying to not think about everything we'd experienced over the past day.

"This doesn't make any sense" Guardian muttered nearby. "There's no way for the Laplacian to be satisfied while targeting the spatial coordinates we need. Tinkertech makes absolutely zero sense."

"Chariot built this thing, and the language is some sort of unique Tinker spaghetti code. Let's see… if I perform a transformation of conventional three-space coordinates into 6 degrees of freedom, I should be able to widely expand the mass and volume limits of both the target location and the Endbringer shelters here. I'll blow the entire power grid on the eastern seaboard though."

"Fuck it, thousands of lives are at stake" Alan immediately answered. "Better to ask for forgiveness later."

"It'll take a few minutes for me to reprogram the vector calculations."

A raised mechanism which served as a warping conduit sat at the center of the room, and Dagger typed furiously at the control pad next to it as I attended to Tattletale. Lisa's breathing had gone ragged, and I was fanning at her face to keep her awake.

"Taylor ….?" Lisa whispered.

I leaned in hesitatingly.

"Sit down" Lisa croaked. "These might be my last moments ever awake, and I want to spend them with you."

"What?" I asked in shock. "Why would you say that?"

"I lost two pints of blood before Impulse even managed to reach you, and my power is the only thing keeping me awake right now." she explained, grimacing again in pain. "I need a blood transfusion soon, and I don't think I'll get it."

I clenched my fists in trepidation, before sitting down next to her. We'd already lost so much today, and I don't think we could handle losing Tattletale.

I didn't know if I could handle losing Lisa.

"You can, and you just might have to Taylor" she smiled sadly. "J-just get out of here alive, won't you?"

"Do you remember the day we'd met? Back before all this craziness, back before Leviathan. Before Slaughterhouse Nine. Robbing banks. Uploading funny pictures of Crown failing all over the internet. Simpler times"

"Crashing charity balls, too" I added, taking off my mask.

"And buying you your first real girly clothes" she smiled at me wearily with her trademark foxy grin.

"Let's go shopping again, after we make it out of here" I said, looking her in the eyes

"Yeah….that sounds nice….."

Her eyes lost focus, and she began to slump, and my chest clenched with fear. I reached out to her, but Alan beat me to the punch, ripping his helmet off and landing in front of Lisa on one knee.

"Come on! Stay with us Lisa. Look at me. LOOK AT ME!"

I had never seen her this pale before, and her breaths became shallow and long, with her eyes were glazed over and unfocused. I clasped my hands over hers while Alan frantically shook her shoulders.

"I've almost got it, keep her with awake!" Dagger shouted from the console.

While she'd been the very picture of professional stoicism moments before, tears were visibly streaking down Dagger's face. She pushed a button on the console, and the machine began to hum. The lights flickered as a visible white light began to fill a shielded power core hanging over the machine.

A loud pounding sound made us jump, and the door began to creak. I turned to the pressurized doors, body tense, and slid my mask back over my head. Alan mirrored my action, putting on his helmet.

As per PRT standard, these doors were designed to withstand blows from high level Brutes and Blasters, but we've had enough nasty surprises for one day.

Alan and I made eye contact through our helmets, and we nodded simultaneously.

The door burst open, and Guardian kicked up the nanothorn spear, standing over Lisa protectively. He drew on the high metal density in the room to keep a shield up, trying his hardest to slow the horde down. The spear thrust out like a blur, and I couldn't help but be impressed as he transformed into a dancing a whirlwind of death. He stood in front of the chokepoint, slashing away with Defiant's spear while I dropped hundreds of thousands of insects I'd lined the ceiling with down to sting and bite at the abominations.

A Gargant ducked under the arch, barreling into the workshop. Unlike the others, this one's limbs was covered in four jagged crystalline spikes each. The color and texture reminded me of Leviathan's skin.

In a typical urban environment, Guardian's shields were enough to stop rounds from high caliber rifles. In environments surrounded by ample quantities of metal, a single shield could stop a speeding train.

The Gargant swatted at Guardian's layered barrier, popping it like a balloon. The air pressure from the blow alone launched me off my feet into the back of the workshop, where I landed past the platform I felt a red hot pain run up my body from my left. Several of my ribs had also been bruised from the impact.

Looking up while addled and numb from the pain pain, I could see that Alan had engaged in melee, and he was having trouble getting past the crystalline material. He locked against an overhand swing from the creature, and I heard a snap as his arm broke at the elbow.

Alan was talented. Incredibly talented in many ways. In a sense, he was my role model before I had even realized that he was a cape. He was talented enough that Victor had at one point, tried to assimilate his civilian identity's talents, and he had escaped with wits and parkour alone.

However, skill was merely compensation for weakness, and there was only so much a person could compensate for with skill alone. We had made names for ourselves as the ones who orchestrated the defeat of Leviathan, but alone, our power sets were still mediocre when it came to direct combat.

It followed through with the momentum, throwing out a backswing. A large spike launched from the back of its unnaturally large and thick arms, and punched clean straight through the spear and last ditch shield he had raised to block. The spike cleaved Defiant's spear in two, and traveled through Alan, leaving a clean hole in his chest. It was an injury severe enough to be fatal, even for him.

He trembled, pushing himself up to stand as his mouth filled with blood. I nearly vomited as I realized his entire right lung and half his heart was missing.

The spike impacted against the unconscious Tattletale's head behind him, causing the top half of her head to burst into a shower of gore.

-ooo-

Everything stopped making sense.

I couldn't process it..

My vision blurred.

My heartbeat seemed to slow down

Why was it hot?

Was that me screaming?

I began to crawl up and over the platform.

An eight foot tall ball of purple fire jumped into the room from behind, latching its one arm around the Gargant's neck even as more scythecats flooded into the room.

Alan's body futilely attempted to heal, and he weakly swung the top half of the nanothorn spear, killing another seven monsters from his knee even as his lifeblood gushed from what remained of his heart.

Dagger screamed in grief as she fired her plasma rifle at the gargant, and the one-armed purple fireball caught it in its mouth.

Crown? I think that was his name.

The purple being found some stability on the back of the big monster, and began to sear at the back of the gargant's head using the added ball of green plasma he had obtained from Dagger. In a brilliant burst of light, the gargant's head burned off its shoulder. The headless gargant reached around its neck, and flung the plasma being forward, sending him hurtling into the power core before falling in a room-shaking crash.

With her attention focused on helping Crown, she failed to notice the cat creatures flanking her from the side, and a look of surprise spread across her face as she was trisected from the sternum and waist.

My vision blurred as I continued to crawl forward, even as the creatures surrounded the mortally wounded Guardian, hacking away until he went still. A pair of crab-like monsters began to approach me as I struggled and failed to get up with a broken leg and fractured ribs.

I dimly looked up as Crown screamed in agony above us, and he lashed out, desperately trying to get free. The humanoid figure inside disappeared in a brilliant flash of light as he was consumed by the machine as an energy source for the transport.

Overloaded with energy, the device began to violently tremble and quake, and electricity arced throughout the room, striking down the monster.

I could only sigh resignedly as the creatures flooding into the room rapidly converged on my location.

If there's an afterlife….I hope I'll see everyone soon.

With one final roar, white streaks of light began to burst forth from the platform below, and my vision turned white.

-ooo-

It felt like I was floating.

I couldn't think.

I had just seen the two people closest to me get snuffed out in an instant, and I was helpless to stop it.

I had seen my entire family perish in the span of a day.

"Come ….. Insi..., ….lor. Pl-se. I … guarant- won't…... "

…...

Lisa stood in front of me out of costume with a pleading expression on her face. Uninjured. Out of costume. Alive.

What?

Vaguely, I recognized that we were standing in the Undersider's loft, which had been destroyed when Leviathan self destructed after being dealt a critical blow to his core.

"Lisa?"

Her pupils dilated in surprise.

"Something's not right, Brian! Get m-"

Everything began to spin around me.

And then there was nothing.

Nothing at all.