Spook's gloved hand gripped Lily's arm. The wooden creature had his sword and his right hand trapped against his chest, though he struggled and pulled valiantly against it; blood dripped behind him as he shuffled and stumbled after Lily, blind and breathless, trusting her to lead the way while swarms of the little demons teemed at the edges of the road.

The felidrake cage clattered to the ground, and Alex launched an attack at the offending monster with his sword -- but he had barely reached Spook when another wood-demon leaped down at Alex from a treetop. Alex would successfully be able to slam it out of the air with his sword, but another one was ready to leap up onto his back, where it dug its claws in and attached itself like a leech. Two more sprang toward Lily and Spook, but they were well within the reach of Alex's blade.

The path was open again, but only for a moment. Emma took the chance and sprinted through the gap between Lily -- pulling Spook along though the Traveler's strength was leaving him -- and Alex, who continued to defend them valiantly against the swarm.

The way ahead was suddenly closed as a line of wood-demons dropped into the path before Emma, their shining eyes gleaming and claws twitching. Together they hissed and launched into the air, intent on tearing her face from her skull -- but at the last moment, when it seemed clear their claws would dig out her eyes, they screeched and diverted themselves, missed her, and rolled and skittered on the ground. The little demons scampered for the bushes, terrified of Emma. The way was again clear, and no demon would come near her.

Meanwhile, Meryn launched forward with a screeching felidrake in her grip. Meryn thrust it against the wood-demon on Spook's head, the felidrake instinctively dug its claws into the monster -- and Meryn, the felidrake, and the wood-demon all disappeared with a [i]pop[/i].

Spook's mask clattered to the ground, and he sucked in a lungful of air. He looked to Lily with gray eyes. The left side of his face was dark and crystallized by a hideous disease.

[b]"Thank you,"[/b] he said quickly, looking Lily in the eye. [b]"I'm all right."[/b] He detached her hand from his arm and immediately turned to slice a wood-demon out of the air before it could attack her. [b]"Go. Run. Stay by Emma."[/b]

Spook sliced away the wood-demon attached to Alex's back and fell in beside him to help fight off the demons, hoping Lily would take his advice.

[b]"Alex, go after them, they'll need you. Go!"[/b]

Meryn [i]popped[/i] back into existence on a tree branch over the path. The felidrake yowled and hissed and contorted itself in unsettling and jerking motions, its fangs bared and eyes jittering, like it was having a seizure in Meryn's grip. Black crystals crept out of its fur and spread their tendrils around the felidrake's throat.

In a split-second, the enraged wood-demon drove its claws through the felidrake's chest, narrowly missing Meryn.

The felidrake's dying body was rapidly turning to black crystal.

Spook yanked another wood-demon off his shoulder and roared up at Meryn: [b]"Get out of there!"[/b] He backed up toward the plains, a hand pressed against the hole in his chest, and dug in his pocket for a round glass bomb. He smashed it into the ground and ran for the plains as a noxious smoke seeped into the forest, scooping up his mask as he passed.

Ahead, the forest broke and harsh blinding sunlight beat down upon a devastated wasteland. Broken dead roots and branches and tree stumps littered the barren ground.

At the center of the enormous wasteland were the dark, high walls of a new city.