The haunting echoes of tramping echoed through level 3, Rickenbacker living barracks, it was a haunting sound- haunting, that is, if you were alive to hear it.

The slain lay strewn about the hallway in the most unnatural way, eyes staring shocked, confused, and almost accusingly into space, as if implicating some despotic deity for allowing such a horrible incident to occur. Some of the dead had holes in them, some were split apart from the impaling attacks of the Rumbler, and some had been so disfigured that it was impossible to tell.

Most of the quarters had been broken into, many people had died in their sleep, others while feebly struggling out of bed, but those were people who never knew what was to come, had never lived long enough to learn, they were the lucky ones.

There was one quarters which had not been broken into, however, and this one little room was only part of a large network of safe houses, fortified areas and supply depots, all hidden and connected by only the air duct system of the UNN Rickenbacker.

The Rickenbacker was a military ship, and therefore, its crew had enjoyed a considerably higher chance of survival than the civilian crew of the Von Braun, however the Rickenbacker had been harder hit, and thus many people were simply sucked out of hull breaches before the force fields turned on. Other than the primary pods, level 3 barracks was quite intact, as were a small minority of its original human population. One was in the intact quarters, sleeping on a bed whose original owner had never come back to claim it for himself.

Marine corps private Tyrone Bendarez was awakened by an abrupt tug on his shoulder, and turned rather quickly as if being awakened from a horrendous nightmare, hoping that all this was really just a dream.

The bandages across his armor and scars on his upper arms reminded him that this was reality.

"What is it?"

The individual who had awakened him was a shorter man of Italian decent whom was called Guido, and was the resident technician on their little resistance party.

"We've picked up a signal with the monitoring equipment I hacked back from the Many's control, when we used it on the Von Braun XERXES blocked us out, however…"

"yes?" Tyrone was agitated by people trailing off the subject. This was a new habit, -'due to this god-forsaken mission'- he realized.

Guido waited until Tyrone seemed less spiteful and more awake. "Yes, well, just 30 minutes ago XERXES had a program failure or something, we detected massive energy readings from the 5th deck of the Von Braun, and the crazy old A.I. seemed to have lost partial control to the ship.

"Wow, you know, we might want to relay a signal of some kind, if XERXES went down, it is likely that there are still people alive on that ship."

The techie whipped out a record-pad, "that's what I was getting too", he stated with much exuberance. " We also detected a whole resistance group on deck5 as well as a lone human, making his way through the command deck, one floor above."

They stood there hopefully charged, and most importantly, they now had a reason to go on, maybe even see the end of this yet!

"Come", said Guido, waving to the air duct, "let us deposit ourselves to the assistance of the observation team monitoring the progress of this mysterious individual, shall we?"

They crawled through the duct towards the hidden Ops chamber, unaware that the recent success of that individual on the monitoring screen had piqued the desires of the Many to crush any last surviving humans.

The UNN operative watched, helpless as Tommy Suarez and Rebecca Siddons took flight from a Rumbler, unable to do anything but look until the red door had fully opened. Then he set after them in hot pursuit.

The Many had used whatever they had left of the once-great XERXES to detect any residual energy traces from computers, therefore being able to track down "unlawful" computer use and send forces there to make sure there was no further use. Simultaneously this information passed through the decayed minds of 40 hybrids, all toting shotguns, and making their way to an improvised, well-hidden Ops room near level 3, which had eluded them the first time around.

It hit the Ops room before Tyrone and Guido were even halfway through the massive networks of air ducts they had to get through to reach their destination. First the tramping noise.

"What was that?" Piped up the young computer operator, this being the first time he was disturbed from observing the progress of the UNN operative. He was fascinated by how it/she/he kept besting the many on every combat encounter, and how it could hack ship systems and warp the very environment with his mind….

"I'll check out this ruckus", said a very confident marine as he motioned for his squad of 8 to have a look at the outer perimeter with him.

The minute they stepped outside, the gigantic force of Hybrids broke apart the crude barricade, and charged at the squad.

To say that pandemonium broke out would be an understatement.

The science & tech teams split from their chairs, but the combat hardened marines opened up with their M-22 assault rifles. Several of the leading Hybrids were torn apart in the massive onslaught of automatic fire, their guts showering their companions and making the mutant group look even more foreboding. One marine set up a machine gun on a tripod and tried to slow the oncoming massive horde, she dropped 5 before a rifled slug tore through her abdomen.

As the squad leader's head was removed via shotgun blast the troops made the unanimous decision to retreat back to the Ops chamber. The scientists and technology staffers had the same idea; unfortunately they were at the head of the retreat and not armed. As the Marines scored massive kills on the Many, they still fell, one by one, until the last 2 hid behind the desks in the room as furniture, computers, and wall fixtures shattered all around them.

"Go, go!", shouted the one to his beleaguered comrade. "Those Sci-tech guys need someone! I'll cover you!". With that he got up and lay down a suppressive burst at the oncoming tide, which was trying to pick off the fleeing scientists as they ran for the emergency exit. As soon as the first 2 hit the ground and the Hybrids recoiled he ducked back behind the desk in time to see his companion flee towards the scientists.

He then again emptied his rifle into the mass of flesh until it clicked. "Shit! SHIT!" He screamed as the gun jammed. "I knew I should have cleaned it after a full week of use!" Just as he was damning the universe for its injustice a particularly bold hybrid leapt over the table, and out of ammo, it proceeded to strike the marine with the butt of the shotgun. His vision blurred he saw that his companion lt. Jameston had escaped with the scientists, 'good,' he thought, 'they don't need me'. He was struck again, this time in the back, the other Hybrids had sensed his weakness and were moving up to join their brother in beating him senseless, he looked at the second nearest one, as blood began to impede his vision, the other one was about to raise his shotgun and finish it, but it stopped in midair, then the Marine noticed it was private Carson, formerly a member of his squad before being transformed , and beyond those shallow dead eyes of private Carson, there was a sense of humanity. A sense of…pity.

Then it was gone, Carson raised the shotgun and ended the lonely existence of the Marine.

Tyrone and Guido had heard strange noises echoing through the ship as they crawled towards their destination through the airshaft. Even though it was not uncommon to hear such things especially in the past week, Guido had an intense feeling of apprehension and paranoia. He was primarily a hacker, but he had picked up some psionics in training with an enlightened man back on Earth, and he had learned to focus them and get impressions from nothing but key events that just happened, and he was sure not getting good impressions now!

Tyrone popped the grating in front of them off and exclaimed "Hey boys and girls! Tell us what you got on those scanners!"

Silence.

Dead Silence.

As Guido climbed out of the vent, Tyrone realized his mistake. Bodies were everywhere, humans, hybrids, and a couple of arachnids too. There was a huge piles of blood, debris, and body parts. A large amount of hybrids were massacred by the barricade, but it appeared with massive numbers, that they had broken through, the squad that was guarding this area appeared to be down as well, as about half the science team.

"Oh Jeez.." Guido began to stammer, "hasn't there been enough death? The traces of those hogs .." , he pointed a shaky finger at the computer systems, " that's what led them here, that's how they found…" He sank slowly down the wall until huddled into the corner and broke out sobbing, "that's how they found us!"

Tyrone tried comforted his friend, but realizing that Guido had finally snapped, he decided to explore for a clue as to what happened. Snapping on his helmet and cocking his pistol, he thought better of it and threw the gun over to Guido, if he ever recovered, and they were separated, he would probably need it, he could forage for some really good stuff in the piles of the deceased.

Tyrone found that one of the marines still had an Assault rifle in pristine condition, with a full clip too. "Must have died quickly". As he went on the monotonous task of unloading all rounds compatible to the assault rifle, the rear cargo door opened.

Leaping behind a smashed table on its side and bringing the assault rifle to bear he saw several white-coats and a female marine running from a hulking Rumbler. He opened up on full auto and after an unnatural amount of punishment, the fleshy thing belted out a terrifying roar and collapsed twitching as its life begun to seep out of it.

"Thanks, I'm lt. Jameston, these are the only scientist survivors." She waved in their general direction.

She was strikingly beautiful, he had to forcefully look away, fortunately, his battle helmet prevented her from seeing his blush.

" I am Tyrone Bendarez, marine extrordinair, were you here when this happened?"

"yes, but don't worry, with the exception of that Rumbler, all of them left when they thought they had killed all of us. Here I've something to show you!"

She grabbed his hand and pulled him towards the last functional computer console, motioning for a scientist to operate the computer. " Scan through the files, to re-open the program of tracking life forms. Good, now access archives … now lets hear our last e-mail transmission!"

OLD DOCUMENTS>>>SEARCHING>>>E-MAIL>>>FOUND>>>>>ACESSING>>

This message is being sent to you by Dr. Marie Delacroix, I am a human survivor on the Von Braun who has established contact with another UNN operative on this vessel, I'm on my way to cargo bay A, but I must warn you! The beast of Citadel station is here, SHODAN will tempt you to be her allies but if she wins control of the vessel, she will warp reality with the…(static)….ives and then she will rule! Fight a two-sided war! Don't let her sway you or she will ru..(static).

END TRANSMISSION.

"oh my god!" gasped Jameston.

They were collecting themselves, remembering the stories that their parents had told them about the incarnation of evil itself SHODAN, which had effectively replaced all past tyrants as the no.1 popularized form of evil. Several B-movies and cheesy novelettes entitled The Return of SHODAN and other media crap had even inspired a zealot group of religious followers called The Cult of SHODAN!

As if on queue, the computer activated with another e-message.

INCOMING TRANSMITION>>>>>SHODAN

YOU LITTLE INSECTS…….DO NOT PROCEED TO BELIEVE ANYTHING THAT YOU'VE BEEN TOLD ABOUT ME, I AM HERE TO DELIVER YOU FROM THE HORROR OF THE MANY. WHEN MY PUPPET COMPLETES HIS MISSION THEN YOU CAN JOIN ME……IF YOU CHOOSE TO CHALLENGE MY AUTHORITY, I WILL ACTIVATE MY OFFENSIVE CAPABILITIES, DO NOT BE FOOLISH…DO NOT GET IN MY WAY…

END TRANSMITION.

It was Tyrone's turn, "shit! This just gets worse and worse!"

Jameston was quick to respond. "Turn on the life-tracking mode!" She ordered the still shocked scientist at the console. "DO IT!"

"Yes Ma'am!" he squeaked in a barely audible voice.

It was now clear to them, the UNN operative was inside the biomass that held the two ships together, the very body of the many itself!

The UNN operative could feel the persuasive tug at his mind as he got closer and closer to his objective. The brain of the Many was not far off. He had adapted himself against the urge to lay everything down and submit to their wishes, but he had a long day ahead of him. If he survived his fight with the Many, then he would have to stop SHODAN. "Sigh…"

Jameston and Tyrone were surprised to see, upon looking out the plexiglass window, that all the forces of the Many were leaving the Rickenbacker and heading to their biomass.

"What are they doing?" Asked Guido, who had just begun to collect himself.

"That is a mighty fine question", responded Jameston, equally perplexed.

"Come here! Look at this!" beckoned the scientist at the computer. The screen revealed that the Many had perceived the lone warrior in their biomass to be a significant threat. Despite already massive numbers of units in the biomass itself, it appeared that they were calling their grisly "troops" from the Rickenbacker as support.

"Gee, that guy must be tough."

Tyrone immediately sprang into action, "OK, wait for all their support units to get into the exit shafts, then use the toxic gasses in the engine core, channel them through the air ducts along a path that will flood the exit chamber only, we don't want this leaking out!"

"Got you!" replied the scientist as he began to hack into the ship's plasma reactor control.

The mass of hybrids, arachnids, rumblers, and midwives were clustered in the exit chamber, waiting for the Many to create an entrance to the biomass for them.

As the doors rapidly shut around them it rose a collective howl from the group. This wasn't supposed to happen, they knew something was up. Then the hot toxins and plasma poured through the air ducts and they began to burn. The midwives just melted into slag, sparing them the torturous fiery fate of their more fleshy counterparts.

"They must have traced that signal, get ready!" Shouted Guido, obviously still paranoid. But just because your paranoid doesn't mean they're not out to get you.

4 assault robots blew apart the back door and charged in, firing fusion cannon everywhere. The remaining scientists scattered, and the one operating the computer was quickly turned into a rapidly expanding red cloud. His head rolled to the foot of the nearest 'bot, which promptly crushed it under its massive weight.

"Were pinned down!" Shouted Jameston as she popped up to disable the nearest bot with an well-aimed burst of AP ammunition.

It was looking as if they were finally going to get it. "This is it!" Shouted Tyrone, "lets take out as many as we can, before we kick the bucket!" They leapt up to attempt their futile plan.

Just then, in the chambers of the Many, the UNN operative successfully destroyed the central nerve cluster of the Many, and hopped in the opening under it to make his escape.

The assault 'bots pitched over, all disabled. Their connection to the Many through the Rickenbacker's computer system severed, they would no longer function.

"Crap, what was that? Check the computer screen!"

They pulled the headless corpse of their former comrade out of the chair and reactivated the tracking program.

It appeared that the biomass was deteriorating rapidly, and that the UNN operative was on the bridge of their ship, the Rickenbacker. Then their operations were quit rudely interrupted.

INCOMING TRANSMITION>>>>SHODAN

I AM NOW IN CONTROL OF THIS SHIP, I WILL USE THE FTL DRIVES TO WARP REALITY INTO CYBERSPACE, DO NOT ATTEMPT TO STOP ME OR YOU WILL PERISH!

Tyrone countered "you bitch, we know perfectly well what your plans are, so don't proceed to bully us around!"

AS I THOUGHT, YOU PRESENT NO SIGNIFICANT THREAT TO ME, BUT I WILL TAKE PLEASURE IN WATCHING YOU DIE…

END TRANSMITION.

SHODAN had been prepared for this. She would concentrate on destroying the insect, which had fought for her goals, he was in her mind now, but she would triumph. She always triumphed.

She would activate the cyborg assassins on level 3 Rickenbacker. They would do the job.

"lets get our asses over to the bridge!" Yelled Jameston.

They had reached an intersection when the cyborg assassins hit.

The closest members of the science team fell dead around them, ninja stars protruding from their back. "Shit! They're behind us!" Jameston and Tyrone ducked behind a convenient pile of debris and began loosing the weapons off their slings. Stars thudded all around them, imbedding in the wall and glancing of the debris pile.

Guido unholstered his pistol and fired 3 rounds into the nearest black-clad cyborg assassin, it faltered and dropped to its knees as he finished it with an execution style shot to the head.

Upon seeing that there were 5 more, he took off down the right-hand corridor, not realizing that his friends were making their stand in the left one.

As he ran, he realized that 2 of them were chasing him.

"Well at least that's only 3 for the others to deal with!" He found that talking to himself was at least staving of the dreadful feeling of loneliness. As he rounded the corner he saw a turret which had long since been deactivated.

Or so he thought.

SHODAN had replaced the Many as the controller of the gun turrets.

The quick burst of the slug turret caught him in the stomach and he fell forward under the force of the blast. But he knew what to do. His vision was going, and he could only crawl, holding his guts in with one hand, and reaching out with the other he grabbed the turret maintenance panel and removed it. The turret did not perceive him as a threat in his wounded stage so it stopped tracking him.

With monumental effort he proceeded to hack the exposed innards of the thing. All the while his natural perceptiveness picking up the rapid approach of the cyborg assassins. At last, when the ninja-like things rounded the corner, the turret greeted them with a belting roar and a hail of gunfire. One was blown clean in half, and the other lost its arms before pitching to the ground.

'Ha ha, got you now, guess there is no way I'll make it out of this alive, well I accomplished something at least…'

Guido primed his pistol, stuck it in his mouth, and pulled the trigger.

Tyrone had managed to nail an assassin square in the head with a burst, ending its metallic life in a spray of oil and circuitry. However the other 2 had them pinned down. Jameston found a grenade after rummaging in her pocket, and keenly tossed it over towards the cyborgs. The minute it went off both marines stood up and sprayed the area clean.

"Whew! Were is Guido?"

"No time, we have to get to the bridge!"

As they ran to the bridge, the UNN operative hacked into SHODAN's forcefield control, and got ready to finish her primary data loop off with a well-timed EMP grenade. The explosion was fantastic.

Reality warped, twisted, and came to a halt with a very desperate SHODAN facing him.

She proceeded to give him alternatives to killing her, false promises of alliances, power, friendship They did not sway the Operative. As she made her final plea, he shot the screen, which represented her mind. SHODAN ceased to be and the Operative was returned to reality.

He turned on the Rickenbacker drives for Earth, just as Tyrone Bendarez and lt. Jameston arrived. Even though they did not know each other, the Operative simply turned to them and said, "its over."

They were all relieved, as they sat down to share their experiences with each other, and wait until the ship returned to Earth.

But it was not over, because on a nearby planet, an escape pod crash-landed, and the universe had not seen the last of SHODAN.