Pre-Chapter Notes: Hey again everyone! Here's another chapter as a bit of a late gift for the holidays. Snowdin might have been a more thematic location but that wouldn't make a whole lot of sense now would it? Anyways, with this we're about half way through Waterfall.

Hope you enjoy the read!


Chapter 18: A Fragment of Memory


After what felt like an eternity to Lily, the long, winding tunnel began to straighten. Stone walls widened as the children slowly crawled their way through, and eventually a faint light began to filter in. At last, it released them into a cluster of tall grass waving lazily at its mouth. The girl sighed slightly the moment the duo emerged into the grass, happy to be out of that tunnel.

She stopped short when a sound caught her ear: a rustling noise from close by.

Turning back to Frisk, it was clear the boy heard it too. Gesturing for him to wait, she drifted up and poked her head above the blades, catching sight of triangular ears and pure white fur moving through the bluish grass. The dog (er.. cat?) monster did not seem to notice them, and continued to move past where they were hiding. Lily was about to return to Frisk but paused when something drew her eye back to the creature.

"Is… is that monster… vibrating…?" She shook her head in disbelief, and watched as the creature did indeed twitch in place for a moment before dashing off at high speed through the reeds and vanishing into the distance.

"Wait… huh?" Frisk questioned, stepping forward. "What do you m-umph?!"

The boy grunted as he fell face first into the grass, his hand grazing against another echo flower blooming among the blades. He stifled his protests the moment he felt that familiar texture, unwilling to disrupt whatever wish was imprinted here. However what he heard was not the wish, dream or lament he'd come to expect from the strange flora.

Instead… a soft, quiet voice whispered around them.

"These shoes… I.. I can't. They're soaked…" A small grunt interrupted the hushed muttering. "Just.. gotta dry them a little…"

Vaguely, Frisk could hear the sound of two small thuds accompanied by some squishing noises. Footsteps?

"Hey! You! Stop right there!" Another voice yelled, causing the first one to gasp in surprise. What followed was a loud rustling, like a hurried attempt to flee that faded gradually as the Echo faded once again.

Frisk lifted his head, listening thoughtfully to the Flower's voice. It was far different from the other Echoes he'd heard up until now. Those had been deliberate recordings, preserving one's wishes to be heard by those who came after. This one felt more like an audio recorder that had been left running which had picked up something it shouldn't have. Contemplating this, Frisk carefully rolled away from the Echo Flower, hoping to get up as quietly as possible.

A hiss of surprise left his lips as he felt an uncomfortable pressure upon his back. Two hard lumps of something hidden within the grass dug into his back, reminding the boy of how he came to be in this position in the first place. Lily chuckled at his predicament, having been too distracted by the strange monster she'd seen to have heard the flower. Nevertheless, she grabbed her friend's hand and pulled him to his up.

"You okay?" she asked as he got to his feet.

"Ugh… yeah." Frisk nodded before grumbling under his breath about falling on his face again.

"Guess gravity sucks, huh?" She asked, with a chuckle while helping to steady him as he wiped down his shirt.

"Says the one who doesn't have to worry about that." Frisk retorted, but from the grin spreading on his face it was clear the joke had helped.

"What did you trip on anyway?"

"I dunno. There's something in the grass there." He replied, feeling his way carefully to the spot where he'd fallen.

Lily watched over his shoulder as the boy dug through the grass and soil. Eventually, the space was cleared and there, she saw them, half buried in the soil.

A pair of ballet shoes faded from the elements and covered in a light smattering of dirt.

Raising an eyebrow she grabbed Frisk's hand, and guided him to where they lay, placing a finger to her lips as this once again took them near the Echo Flower. Feeling the touch of something neither grass nor soil, Frisk understood and worked at removing them from the ground before they both pulled away to leave the flower alone.

"Shoes?" Frisk asked.

"Ballet shoes…" Lily clarified.

The boy tilted his head, his face twisted in thought. "That echo flower… that wasn't a wish, it was a recording."

"Huh?"

"When I fell, I ended up touching the flower and heard what was on it. There were a few voices. One was quiet, like it was trying not to be heard… it said something about those shoes, and then there were a couple of others further away that sounded like they were chasing the first one." Frisk explained what he heard before turning thoughtful for a moment. "I'm not sure why… but something tells me those belonged to another human."

"Really?" Lily asked, before she thought about it for a second. "Wait… we found that tutu earlier, right? You think they go together?"

"Probably." Frisk agreed.

"Mom did say that other humans have fallen before." The spectral girl's expression turned concerned. "A- and if that's the case, they would have probably been captured… Like Papyrus tried to do…"

"Or killed… Like Undyne tried and succeeded to do…" Frisk finished somberly. All Lily could do was nod, coming to the same conclusion.

It was an ominous thought, but the one that made the most sense. The memory of Toriel's warning flashed through his mind.

'I have seen it, time and again. Humans come… they leave… they die.'

Unlike Lily, the boy could not see the bleached, faded color they held, but their depth in the earth and the bits of grass having threaded their way through them told him all he needed to know. These shoes were old. Probably as old as the tutu. A more painful memory brought the faded ribbon and plastic knife they'd found in the Ruins to mind. Were these also once the possessions of another child?

Just how many had come before them?

After a few moments of silence Frisk finally pulled himself from his thoughts. "Well… We shouldn't leave them. We took the tutu. Maybe we should take these too… Whatcha think Lily?"

"You're right. I think we should." She gave him a reassuring smile as he placed the shoes into the bag with everything else. "And this time, not just because I think you would look cute in them."

"Oh, come on!" Frisk groaned, but her contagious laughter eventually had him smiling as well.

Once done she drifted up once again, this time hoping to find a path of some kind. Glancing left and right it looked like the grasses stretched forever. She was about to resign herself to simply pick a direction when her eye caught sight of a familiar shock of yellow. In the distance she spotted Kidd alongside a small monster with a dome-like container on its head who seemed to be… washing him?

Shaking her head she returned quickly to Frisk, who was currently running his fingers thoughtfully over the bluish grass.

"I see Kidd down there. Maybe we should go see how he's doing? He might know of a better place to hide than the uh.. dark tunnel…" She let out a small shudder, worrying her lip slightly before grabbing Frisk's hand once more and walking in the direction of their yellow colored friend.

After a moment of walking Kidd turned away from the other monster only to see them heading his way.

"Yo, Frisk! Heya, Lily!" He called out, correctly assuming that the invisible girl was with her more solid companion. He quickly ran over to them, shaking the water from his face.

Raising a brow, Lily looked to Frisk, silently asking if she should merge with him again to which he nodded. Seeing the conformation she smiled before quickly focusing on his SOUL and disappearing into the particles of light, only to re-appear as the glowing red eye of magic.

""Hey Kidd!"" They both replied before Lily broached the question on both of their minds. "Who was that?"

"Huh? Oh you mean Woshua! They're nice, I guess. They really like to clean things though… Kinda weird. BUT, they were super nice to wash my face after I fell into some mud earlier." The armless lizard chuckled, falling into step with the two humans as they continued walking in the direction they were heading in when they approached him.

"Well at least you're okay. That was really nice of them." Frisk mused, pretty much letting Lily control his legs while he focused on listening to everything around them through the roaring of all the distant waterfalls.

"Yeah! It happened because I was trying to chase Undyne earlier. I wanted to see her beat up some bad guys! But I tripped. Like that's new right?"

Both Frisk and Lily stiffened at the mention of Undyne. Both for slightly different reasons. For Lily, the sight of her friend impaled to the boardwalk flashed across her mind. Frisk meanwhile once again felt the phantom pain searing across his lower back. His fingers immediately went to rub the spot gently.

Lily was the first to recover, taking control quickly as to avoid any questions from their balance impaired friend. "Y-yeah. Nothing new there… Do you uh.. Know which way she went?"

Kidd grinned, jerking his head into a direction to his left. "Yeah. Last I saw her she was heading for the lake. I didn't see where she went but I think she may have dived into the water." He gave his best attempt at a shrug. "Can't be sure though. With that armor and everything. But man! Is she sooocoooool!"

'So the tunnel put us out on the other side of the lake…' Lily mused now that they had an idea of their location. 'That's good, I guess.'

They began to turn a corner, heading in the direction of a distant rockface. Frisk was just about to open his mouth to respond when a loud popping noise resounded beside them. The three children let out simultaneous screams of surprise. Spinning in place quickly had Lily about ready to start ripping someone's ear off for scaring them only to come face to face with a… slightly dizzy Sans.

"uh.. think I mighta misjudged that 'cut…" The skeleton mumbled before realizing he had an audience. "oh, heya kids… whats up?" He grinned.

"'What's up?' 'WHAT'S UP'!? You nearly gave us heart attacks! And I don't even have one right now!" Lily all but yelled at the smiling comedian.

"whoa, didn't mean to be so cold blooded." Sans countered, throwing up his hands in a mock gesture of peace. "but i thought you'd be a little more thick-skinned than that."

Lily snickered lightly. "Keep that up, and I'm gonna have a bone to pick with you."

Sans simply shrugged his shoulders and grinned wider. "what can i say? i just can't help bein' a bit of a numbskull."

"Pfff… okay, okay. You win." she giggled.

Sans chuckled a little, calmly relishing his 'victory' along with the opportunity for a pun off. Up until now, the only other person he'd found who seemed to share his love for jokes so much was that old lady in the Ruins. It didn't take much to figure out, but he still remembered the initial surprise when he learned that his new joke buddy was the queen herself! Then again, here he was standing before a kid who could control time, who was sharing his SOUL with another kid who he was joking with now. In hindsight, rubbing shoulders with the Queen of Monsters didn't seem all that strange.

'kinda weird how i always think of Tori when i talk to this kid… bet she'd like her.'

Frisk grinned inwardly at the exchange. He too had begun to feel a little more comfortable around Sans even if he hadn't quite gotten over his initial anxiety. Yet, at the same time it felt like something was… off. He didn't sense any hostility in the skeleton's voice, so he felt pretty certain he wasn't upset at them. And yet, his initial tone, just before he noticed them, as well as how starkly it changed afterword gave Frisk reason to think.

Something was bothering him.

"Sans? Are you okay?" The boy asked.

Sans just managed to avoid wincing at the simple but piercing question. His conversation with Alphys as well as the resurfacing of that… rather painful memory had shaken his stoic mask if only briefly. He knew he'd let his guard down for a minute but didn't expect anyone to notice. It was so easy to underestimate this kid.

"no biggie." He lied. "just ran into a bit of a snag before i popped in."

"Do you need any help?" Frisk asked. "I might not be able to do much, but…"

The skeleton paused for a moment. After his meeting with the royal scientist there was a lot that needed discussing. Yet, the yellow monster child standing behind them didn't look like he was going anywhere fast what with him staring like that. His presence would make any discussions of that particular nature… difficult to say the least.

There seemed to be nothing for it but to wait for a better opportunity. Sans still needed to get his thoughts together anyway

"nah, don't worry about it. besides, i didn't mean to get between you an the yellow guy there." Sans nodded to Kidd, who simply stared, wide-eyed at the pudgy boneman. "we can chat a bit later."

Frisk nodded in understanding. "Alright."

"welp, be careful… and say 'hey' to pap if you run into him." Sans said with a lazy wave. "see ya."

With that, Sans took his leave, shuffling his way up the path ahead of them through the damp soil, uncaring of the grime that began to accumulate on his slippers. The two children silently watched him go until he was just a speck at the edge of the marsh.

"Huh, now that you mention it, he was acting a little weird, wasn't he?" Lily said internally.

"I don't think he wanted to talk about it with Kidd here, though." Frisk observed. "I guess we'll just have to ask him later."

As one, the two turned their attention to their aforementioned companion, who hadn't said a word since Sans arrived. He continued to stare in the direction the skeleton went. Frisk and Lily raised a collective brow while the latter waved a hand before the monster's face.

"Uh… Kidd?" She asked.

"Dude…" Kidd said, eyes sparkling. "That… was awesome! He just appeared out of nowhere! Man, if I could do that I wouldn't be falling down all the time!"

Frisk grinned a little at the little monster's excitement. "Yeah, he's gotten me and Lily with that a few times. You never know when he's going to show up."

"I wonder what other stuff he can do." Kidd was practically bouncing. "Think he'd tell me if I asked?"

"You can try. Don't know how far you'll get with how thick-skulled he is though." Lily giggled. "Besides, I thought you were obsessed with Undyne."

A switch clicked on in Kidd's head the moment the ghost girl spoke the name. "Oh yeah, Undyne! I was trying to find her when I ran into you guys. Man, I gotta go… I don't want to miss her doing anything cool!"

Before he'd even finished the sentence Kidd was off like a spiky lightning bolt, dashing off in the direction Sans had headed moments before. Frisk and Lily were content to let him go pursue his hero, but in the midst of their conversation they'd forgotten an important detail: they didn't exactly know where to go… and the only person who might be able to point them on their way was disappearing into the distance.

"Wait a minute, Kidd! Come back!" Lily cried as the two turned to chase after the speedy lizard monster.

Lily directed, lending what corrections she could to their direction while Frisk's short but quick legs carried them along the path. By now, Kidd was little more than a speck in the distance but the girl still noticed him turning to the left, passing by the nearby tunnel and continuing on. Noting this, she refocused her efforts on guiding her solid friend.

Eventually, the two reached the distant rockface, where the path diverged into a number of directions. At Lily's insistence, the two turned down the path immediately to their left and resumed the chase. The path was long and straight, and seemed pretty dry, a welcome contrast from the winding trails slick with mud they'd traveled so far.

"Do you see him?" Frisk asked, slowing to stop to take stock of their surroundings.

"No…" Lily said, confused. "I was sure he came this way."

"You sure he didn't take another path?" Frisk suggested.

"The only other one down this way was that tunnel, and I saw him ignore it." Lily countered. "I don't get it… he should be here."

The two fell silent, at a complete loss of what to do next. If they kept going this way it was more likely they'd run into Undyne herself by the time they found Kidd… but with no knowledge of where to go or how to keep the dark knight off their trail, they were at a complete loss.

It was during this silent contemplation that Frisk noticed something… strange. Where as before he could hear the sound of rushing water and the whisper of wind between the grasses, here the only sound he could detect was that of his own breathing. When had it suddenly gotten so quiet… and why? Even the buzz of magic, so prevalent in the Underground was silent.

It was unnerving.

He was about to ask Lily about this, when a gasp from the girl in question drew his attention.

"What's wrong?" Frisk asked with concern.

"There's… a door here." Lily answered, bewildered.

"Huh?"

Just as she said, nestled within the dark blue stone was a door, not unlike one found on a house but for the fact that it was drained entirely of color. The surface, knob, and hinges were all the same bleached gray, and seemed embedded directly into the wall itself. The strangest thing of all however was that it seemed to cast no shadow, even in the places where it met the stone around it. If anything, it almost seemed to glow with its own otherworldly light.

Though Frisk could not see it, its presence almost seemed to call to him. It felt… desperate. Like whatever lay beyond was calling out, begging to be heard. The boy reached out, and placed his hand upon the ice cold knob.

His fingers retracted an instant later, as a pain began to throb through his head.

"Wha- Frisk?! What happened?!" Lily cried, as the boy pressed a hand against his temple.

"My head…" He muttered clutching his temples in a vain attempt to stop the ringing in his ears. "I… I don't like this place."

Lily found herself sharing that thought. "Me either. Let's get out of here, okay?"

With some effort, Frisk managed to pull himself away from the door, and the two retreated hastily back the way they came. They didn't notice the gray door slowly fading into nothing behind them, leaving only a wall of blank stone behind…

In time, they returned once more to the junction where they lost Kidd. With nothing left to do they set their pace down the path they'd come from, none of the others seemed to have many places to hide but at least here, they had the grasses and shallows to dive into if need be.

"I wonder what that place was?" Lily pondered. "Who puts a door in the middle of a big rock like that?"

"I don't know… the whole place felt weird." The boy said, shuddering at the dead stillness he felt before that door. "I'm glad it's behind us."

Despite his words, the red child couldn't suppress his own thoughtfulness on the matter. Had it not been for the sudden headache he'd experience, he may well have opened that door. Even now, he felt the gradually fading pull of some sort of presence, like the fading voice of someone desperate to not be left behind. In his chest, he felt the far more knowable pain of sympathy but forced it aside. There was something… not entirely right about that place. The logical part of his brain told him it was not something he should get involved in right now.

The emotional part prayed that the day would eventually come.

He forced the conflicting thoughts aside and eventually even the 'voice' beyond the door faded completely.

They continued on, the ground growing wetter the further they traveled, until eventually stable earth gave way to thick mud. Frisk's boots sank frustratingly into the muck, squelching loudly as they walked. Passing beneath a rocky overhang they eventually emerged into another clearing. There were less Echo Flowers here, but high above the glittering stones shined down in abundance, casting the area in pale luminescence.

There, sitting beneath one of the glowing mushrooms was a peculiar monster. It was off-white, and shaped almost like a tear drop with eyes. Though it lacked a mouth, its voice spoke with clarity as it gazed at the stones above.

"O' stars, shining in the heavens above. Please, send your Angel unto us." It sounded like a prayer. "Let us be free, so that I might look upon you with my own eyes…"

The small monster did not seem to notice them as it gazed rapturously upon the stones. It was clear to both children that it would not be polite to interrupt. They watched for a while as the little monster stared reverently at the stones glimmering above, beautiful in their own right, but a pale imitation of the real thing. It only served as further proof of the kingdom's plight.

'We'll make those wishes come true…' Frisk thought, convicted. At his side, Lily's own expression mirrored his thoughts. 'We just need to find out how…'

Taking care to be as quiet as possible, they made their way around leaving the little teardrop to their prayers.

Eventually, the ground began to rise, as the soft mud again gave way to slick stone. Climbing to the top of the path, the children found themselves at the mouth of another cavern. A long slab of rock covered in moss formed a natural bridge above a vast expanse of water.

The two continued on their path, Frisk taking care to keep his footing on the unsure ground. Lily drifted ahead, occasionally glancing into the water on either side, and relaying what kind of monsters she saw to Frisk. In the middle of the lake below, she noticed a huge yellow, tentacled monster who looked as if they were sleeping.

Shivering from the cold, Frisk followed close behind the floating Lily as they traveled further, eventually finding themselves in another large room. There was much less water here, just a small pond in the center of the chamber, surrounded on all sides by solid earth and stone. Puffing warm air into his hands the boy stood at the entrance, watching his friend as she took a look around.

It was at that point he heard the sound of soft whispering coming from the far corner.

"My dear, you MUST practice! You are much much to shy! I need to hear you!" The voice spoke.

By this point, Lily too had noticed the source of the noise. A monster, it's shape reminding her of a slug, or a lizards tail twitched in frustration as it spoke to another nearby. The small fish monster murmured softly, the antenna on her head shuddering in fear. She seemed to shrink at the voice of the other, hiding behind a sheet of dark green hair as if trying to make herself invisible. Seeing this, the first creature's expression softened at it continued in a gentler tone.

"You can do it. I know you can. If you can't do it for yourself do it for Maiada and Thimon." The end of the monsters body came up to brush the small fish's cheek. "It will be okay. I miss them too. Which is why we need to live on for them…"

"They look so sad… I wonder what's wrong?" Lily said softly, her heart reaching for the shy girl. She continued to watch them as Frisk frowned, probably hearing more than she did.

"I want to help… but maybe now isn't a good time." The boy mumbled, with a shake of his head. "It seems really personal, you know?"

"Probably. Yeah… I guess we should keep going, huh?" Lily agreed reluctantly.

Nodding they continued forward, walking through another narrow corridor, leading into a small room beyond. The glowing moss blossomed along the walls greatly, probably due to the water streaming down the walls. From Frisk's perspective the constant trickle of water was almost disorienting, and yet occasionally his ears picked up the sound of a light pattering, as if somewhere in the room the water fell freely from above.

Winding her gaze about the room, Lily's eyes found that very spot. Immediately she froze, her gaze focused upon a statue sitting on one side of the room, her eyes widening as she took it in.

The large statue, about a foot or so taller than her sat against the wall on the left, the only place in this chamber where the water fell like rain. It was broken and ruined, most details having been worn away from the water continuously raining down on it from a weathered hole in the ceiling. It struck Lily as looking similar to Toriel in the way it was built. However, the horns adoring its head were much larger and it had a much wider face. It clearly was not depicting the kindly matron in the Ruins and yet… her heart was still struck by a painful sense of familiarity.

As the ghostly girl went to move forward she was only distantly aware of Frisk grasping her hand.

"Lily? W-what is it?" The boy asked, concerned as his friend's gazed seemed to be locked on something he couldn't see.

"Huh..? Oh yeah… It's just- It's a statue. But it looks…sad?" She wondered aloud.

She continued to stare at the statue, a mysterious sense of longing coming over her. Its ruined arms were outstretched as if it was meant to be holding something. Lowering her eyes to the space beneath she saw the rubble around the statue's crossed legs. For a moment, she thought she saw details of what looked like hair on one of the larger pieces, suggesting that it was meant to be the head of another figure, yet everything else had been washed away by the constant moisture making it impossible to know who or what it might have been depicting.

"Why would something like that be out here in the middle of nowhere?" Frisk observed, reaching out a hand and catching one of the droplets of water.

"I don't know. But it feels like… it's calling to me." She confessed.

A grin pulled at Frisk's lips. Daring to hope, he nudged her forward "Well then lets go. It might be something of your past!"

Smiling uncertainly Lily nodded, gripping his hand tighter before pulling him along. She approached slowly, almost reverently, as if afraid to damage it further. Frisk remained silent behind her, unwilling to interrupt what might be an important breakthrough in her memory. At last, Lily hovered face to face with the statue. Drifting up, she made her way carefully around it to get a better look.

Frisk moved his hand out to touch the weathered stone, hoping to get an understanding of it as well. The subterranean water falling upon it pelted against his hand, in a way that felt distantly familiar. It was at that moment he began to feel a familiar pain as he was assaulted by another vision.

"Oh yeah. The rain…" Frisk said, as a few drops of water pelted him in the face.

"Yeah. Come on dude. There's a stand of umbrellas a little further on. We can barrow one from there! You'll have to hold it though of course!" Kidd laughed, running forward before stopping next to the stand. "They're right here!""Coming!" Frisk forced a grin, following the voice of the reptilian monster, past the crumbling structure at his side.

He didn't really need the yellow monster to point them out. He'd been through this same path a number of times already, and they were always in the same place. But Kidd didn't know that. None of them did… so Frisk deigned to continue the charade. Someday, he wouldn't have to pretend anymore.

Gripping the handle of one of the umbrellas, he pulled it from the receptacle before his sightless gaze turned back to the mournful looking statue. How many times had he walked passed it before noticing? When had these loop of time gotten so routine that he found himself contemplating the fate of a bit of wet stone? And yet, even as he thought of it he remembered the day he came here - how heavy the rain had felt when it clung to his hair and clothes. He couldn't leave it like this.

"I'll be right back."

Shaking his head Frisk placed the palm of his hand to his left eye, rubbing the soreness out. Looking at Lily who was now frowning at the ceiling like her gaze would make the rain stop gave the boy an idea.

"Stay right here Lily, I'll be right back, okay?" He warned his friend.

Lily blinked, taking a moment to process what her friend said. "Oh… okay. Don't go to far. I don't want Undyne to sneak up on us." Misunderstanding his intentions, she gave a small smirk. Far be it for her to deny him the call of nature. At least it gave her more time to study the statue.

"Okay. Promise." Giving a thumbs-up Frisk quickly made his way further down the path, feeling around with his stick until it hit something along the wall to his left. Reaching out his free hand, he was met with the curved handle of an umbrella. Grinning happily he took one, and quickly made his way back to his ghostly companion before showing his prize proudly. "Lily! Lets put this on it!"

Lily jumped slightly, not having expected him to be back so soon. 'Well, that was quick.'

The girl whipped around only to be met with an umbrella opening in her face. She answered with a startled squeak as she jumped back slightly, before a laugh broke free from her lips.

'What the… I was completely off…' The specter thought with a mental facepalm.

"Great idea Frisk. Come on let's put it right here." She said aloud, guiding her blind friend to place the umbrella in a spot within the statue's hand that seemed like it would hold the shelter tightly. With a satisfied grin, she then motioned for Frisk to come closer and pointed to a small heart-shaped recess in the chest. There was something inside. "Look what I found. It looks like a music box! Can you pull it out and play it?" She asked with glee.

"Of course. Just lemme…" He reached in, his small fingers making quick work of pulling the box from its resting place. After feeling around its surface, he eventually found the ratchet and carefully turned it a couple times. Hoping it still had the power to play, the boy released it.

A soft, chiming melody began to chime from the delicate trinket, washing over both children with its song. Letting out a breath of relief, Frisk held out the box for the two of them to listen…

Lily's eyes widened, the notes ringing in her ears as a feeling of home and safety washed over her. Phantoms of memory coursed through her head, too far to make out, but the feelings they held were unmistakable.

"I.. I know… I know this song?" She asked in a whisper, her lip trembling slightly as the tune faded out.

Worried for his friend but also wanting to help her, Frisk turned the crank, winding it as far as it could go to make the song last longer. Again the melody trilled into the cavern as the boy cradled the music box that so fascinated his companion, hoping against hope that it would not be for nothing. He wasn't disappointed for after another minute of listening to the song...

Lily began to sing.

"It was so very long ago.
That we were cast down below.
But our future is so bright.
With this loving child of light.

Monsters had begun to hope.
And our hearts swelled with love.
With the prince of our world's future.
We will start to rise above."

Frisk listened as the spectral girl's voice followed the melody of the music box. An odd mixture of familiarity and discovery tugged at his mind. Given what he now knew about himself it was almost certain that he had stumbled upon the statue and the music box it held before. However, the lyrics added by his friend were something entirely new. This was certain.

The music box continued to play, even after Lily's voice grew quiet, yet her eyes remained locked onto where the statue sat. She almost seemed to be in a trance as she listened quietly to each note. Carefully cradling that source of precious memory, Frisk approached the statue once more, feeling about its surface for the recess and returned the music box to its place. Still, the song played without slowing, filling the chamber with its melancholy lullaby. Once done, the boy returned to Lily's side, content to give her the time she needed.

"Hey… Frisk?" She spoke after a moment, though her eyes were still locked on the statue.

"Yeah?"

"Can we… stay here?" She asked absently. "Just for a little while?"

The boy reached up and gave her hand a reassuring squeeze. "Sure… whatever you need."

A nod was all the response that she gave, but Frisk could still smell the rosy scent of her thankfulness. Then slowly she approached the statue, settling herself down on the ground between its arms while the umbrella sheltered them both. Her eyes closed and her head lowered as she continued to listen to the song. In his mind Frisk tried to picture the statue behind her, its arms wrapped around her in a gentle embrace.

It seemed fitting… like that was exactly as it was meant to be.


From a crack in the rockface, a lone figure watched the human child who stared at the crumbled statue. Shadow hid a floral form while still giving the onlooker a clear view of what was happening only a few feet away. He could only hear half of the conversation, but even that was enough to make Flowey want to gag. What a load of crap. Here he was trying his hardest to get through to her, and nothing… but some stupid old music box is enough to get a reaction?

'How could you…?' Flowey thought bitterly. 'You don't even know what the song is about, do you?'

The brat was just standing there, staring at the statue like an idiot. There wasn't even a single trace of her in him now. But she was there. Even without overhearing what he had, the malicious flower would know that much.

The way they were now, distracted and careless… it would have been simple to just sneak up and kill the boy. But why even bother? It would be little more then a temporary setback for someone with that power. For Flowey it would just be another inconvenience if anything, dropping him half-submerged in the dirt somewhere once the Load happened. Besides, whatever catharsis he might gain by setting them back a little, he didn't really feel like going through the tedium of watching them trudge their way back here again.

With a quiet sigh, Flowey took one last look at the human boy, distantly hoping to catch some glimpse of her presence. When fate denied him even that, he took to the earth, diving underground to distance himself from them. His roots cut a savage path beneath the ground as he vented his frustration on the helpless dirt. He couldn't even sense the vibrations of any other burrowers around here. He was alone, the soil cold and empty… much like himself.

Seeing her again had given him something he hadn't known in a long time: hope, or at least opportunity. If anyone could make him 'feel' again, it would be her. But she didn't even remember him… and now she'd found someone else. Another human. The flower scowled a little at the irony. Before, she'd hated humans… now, here she was hanging around with one. No, that wasn't all… she was sharing a body with one.

Just like she had with him, come to think of it… before the plan went to hell.

Flowey grimaced internally. That was where it all started… the last thing he remembered before waking up like this. And now, this pathetic little urchin had taken even that experience from him.

He wanted to feel sad… yet, those feelings were denied to him. Even his outburst in the Echo Flower garden had faded far sooner than his mind knew it should have. A vague sense of jealousy, annoyance, and spite remained in its place… mere pieces of what should have been, further dulled by the numbness in his heart. In the end, he couldn't even be angry.

Flowey hadn't really been thinking about where he was going, so it came as a surprise that when he breached the surface once more he found himself in the Wishing Room. More specifically, he was only a few yards from that very same garden where he'd last spoken to her. Grimacing to himself he made his way towards one of the azure flowers and brushed its stem with one of his leaves.

"Sorry, it's just funny… that's my wish too." Spoke the familiar voice through soft laughter.

Flowey's face shifted to a frown and he turned away from the garden, making his way instead to a nearby pool. There wasn't any reason to listen to it all, he already knew what it said. It didn't matter anymore anyway… what use were those memories now? She'd become a different person… as had he.

"You idiot…" He muttered, hanging his stem. His reflection in the water mouthed the words back to him.

He didn't ask to be like this: stuck in the shape of a SOULless flower, unable to feel joy or sorrow or anger and yet cursed to remember what those feelings were like. He couldn't sleep, and eating brought no enjoyment. He couldn't care about anyone or anything… he couldn't even care that he didn't care. This wasn't living… it barely qualified as existing. And now the one thing - the one person who might have been able to make it better didn't even know his name…

"EXCUSE ME, BUT HAVE YOU SEEN-" A voice spoke from the other side of the pond. Flowey cringed as he recognized it. "OHO! HELLO THERE, FLOWERY! I WAS NOT EXPECTING TO FIND YOU HERE OF ALL PEOPLE."

The flower sighed and turned his eyes from his reflection. There stood the unmistakable form of Papyrus, waving enthusiastically at him from the opposite shore. The massive grin he wore only widened when he saw he'd gotten the former's attention. Flowey watched, resigned, as the annoying skeleton made his way around the water's edge to meet him.

"Papyrus, how many times do I have to tell you, my name is-" The flower stopped and shook his stigma. "You know what? Forget it."

Papyrus' initial exuberance was tempered slightly by the look of dejection on the floral creature's face. He'd known Flowey for a while, but he wasn't exactly what the skeleton would consider a 'friend' despite his best efforts. He always seemed to be… emotionally distant, but in a way quite unlike his dear brother. Nevertheless, it was odd to see him like this.

"IS SOMETHING THE MATTER?" He asked.

"Nothing." Flowey replied dismissively.

"COME NOW. THE GREAT PAPYRUS IS A GOOD LISTENER." The skeleton declared with a swish of his scarf. "I GUARANTEE TALKING ABOUT IT WILL MAKE YOU FEEL BETTER."

"Pff… Yeah right." Flowey mumbled. "But fine. If it'll get you to leave me alone. I just found out my best friend has replaced me with someone else. She's completely forgotten about me… doesn't even remember my name. There. Happy now?"

The superhero's encouraging grin faltered as the flower suddenly spilled his troubles to him. That wasn't exactly what he'd expected. For as long as they'd known each other Flowey had always kept most details of himself closed off, and though Papyrus hoped he would one day come around he hadn't figured it would be like this. His jaw rested upon an orange glove as he thought about it for a moment. Then, the grin returned as radiantly as ever.

"WOWIE, THAT SOUNDS LIKE A FUN EXPERIENCE!" He declared.

Flowey's stared blankly at the grinning boneman. "What."

"IT MEANS YOU GET TO BECOME FRIENDS ALL OVER AGAIN!" Papyrus explained. "IT IS NOT EVERY DAY YOU GET THE OPPORTUNITY TO HAVE A BLOSSOMING FRIENDSHIP WITH THE SAME PERSON. AND WHAT'S MORE, YOU MAY EVEN FORGE A FRIENDSHIP WITH THIS NEW PERSON AS WELL! I MUST SAY, I'M RATHER JEALOUS.

"So, wait… You're saying if someone forgot you, you wouldn't be upset… at all?" Flowey asked quizzically. "Even though for them, everything you'd been through together would never have happened? Even if all of your memories didn't mean anything to them?!"

"WHY WOULD THEY NOT?" Papyrus asked honestly.

"Because they forgot you!" Flowey yelled in exasperation.

"DOES FORGETTING SOMETHING MEAN IT DID NOT HAPPEN?" Papyrus asked honestly. "AND YOU STILL REMEMBER, YES?

Flowey's expression softened at that. "Well… I guess so."

"NYEH HEH HEH! YOU SEE?" Papyrus said with some excitement. "HOW COOL WOULD IT BE TO INTRODUCE YOUR OLD-NEW FRIEND TO SOMETHING THEY LIKED BEFORE? AND PERHAPS YOUR NEW-NEW FRIEND AS WELL! YOU COULD MAKE THOSE MEMORIES EVEN BETTER!"

Flowey turned his eyes back to his reflection and thought about that for a moment. It sounded stupid. Her memory was gone. It wasn't like giving her a bar of chocolate or something was going to fix anything. They'd still be new memories. And yet the more he thought of it, the more he considered the possibilities. He couldn't bring her memory back… but he could make things better, do things differently…

Fix mistakes.

A slight smirk began to spread across his face.

"WELL, ANYWAYS. I AM AFRAID I MUST GO." Papyrus said. "UNDYNE WILL BE QUITE CROSS IF I DO NOT REPORT IN REGULARLY. FAREWELL FOR NOW, FLOWERY! I WISH YOU AND YOUR MEMORY CHALLENGED FRIEND THE BEST OF LUCK!"

"Yeah… yeah, so do I." Flowey said thoughtfully. "Thanks, Papyrus."

"NYEH HEH HEH!" Papyrus declared, restraining his voice slightly so as not to disturb the flowers.

With that he stood, and made his way through the Wishing Room in the direction of the lake. Flowey didn't wait long before submerging himself once more into the soil. For all his ridiculous logic, Papyrus' 'advice' had proven quite useful. The smirk he wore shifted into a fanged grin as he traveled through the soil.

Fixing mistakes... That sounded very interesting indeed.


After what felt likes hours but was, in fact only about 30 minutes, the melancholy melody of the music box sang it's last. Lily listened pensively until the final note faded into the cavernous reaches of Waterfall before reluctantly pulling herself away. Drifting up from her resting place, she moved to where Frisk had settled against the wall just outside of where the rain fell.

"Are you alright?" He asked, courteously.

"I think so." she replied, rubbing her eyes a little. A moment of silence passed between them.

"It was a really pretty song, you know." The boy complimented lightly, causing Lily to smile a bit.

"Yeah… I just wish I could remember the rest."

"There's more?" Frisk asked, curiosity piqued.

"Mhm… it's weird." The girl responded, her mind still somewhat addled. "Up until now, I didn't even know that I knew it. And now that I do, I know there's more… but I can only remember that one part."

"Maybe it'll come back to you?" Frisk asked her.

"I hope so…" she replied, placing a hand over her aching chest while staring at the crumbling stone. "It's important. To me… and to someone else."

"If it does…" the boy began, smiling gently. "…will you sing the rest for me?"

An expression of joy spread across the ghostly girl's face, washing away the last traces of melancholy from her.

"Of course I will. Guess I really have to remember it now." She said, a bit of her usual cheer bleeding through. "For now, we… should probably go though, huh?"

"If you're sure." the boy replied, accepting her offered hand and getting to his feet. "Just… one second. I think this is a good place."

"You mean…?"

Frisk nodded, and turned his head toward where Lily had approached from. Understanding, the girl took his hand and guided him to stand before the crumbling stone sheltered beneath the umbrella. Closing his eyes fully, the red child focused on the warmth within his chest.

When the slits opened once more, they were met with the sight of a golden star, shimmering in the place where Lily had sat just moments before. The girl smiled as Frisk removed his hand from hers and used it to touch the glowing point.

"Maybe… it'll keep them safe too?" She asked.

"Yeah." Frisk replied, as he stepped back to her side. "I think it will."

With hearts heavy but full, the two of them left the now sheltered statue and the secrets it held. Casting one last look in its direction, Lily floated forward and above to get a better idea of their surroundings. In the meantime, her solid companion took the opportunity to focus his senses in other ways. In the distance, he could hear the rapid splashing of droplets upon stone and earth and knew that the statue was not the only place with this strange subterranean rainfall. Finding the stash of umbrellas, he grabbed another to hold over his own head.

Just in time too, for even as he rushed ahead to catch up to Lily, the rain began to fall gently above his head, creating a soft pitter-patter along the surface of his own cover.

In the end, Frisk was the one to break the silence. "What do you see so far Lily? Anything interesting?"

The girl shook her head and returned to her friend's side. "Not really. The path is pretty straight forward. There's a few echo flowers as well as the odd monster here or there. I think I saw another of those vibrating ones again. But they take off so quick, I can never get a good look at them!" She giggled.

The gently winding path continued on for several minutes, lit by the gentle glow of echo flower, and glimmering stone. The splashing of the rain within the deep pools flanking the trail set more of the glowing plankton into rippling patterns of light. In time, the path bent away from the marshes again and curved its way around a huge cliffside. Lily let out a small gasp as they rounded a corner. In the distance, framed by the star-like stones was a very large structure resembling a castle. It stood in the center of an even larger city with buildings of various heights.

"So that's the place Papyrus talked about?" Frisk asked as his friend described the place, rubbing a finger along his nose. "Sounds like somewhere we want to avoid huh?"

"For now yes. We will probably need to go there eventually. If.. if we want that picture to come true." Lily murmured, pursing her lips slightly as she thought about it.

Frisk thought back to that moment and imagined what it must have been like. So many smiling faces, free to live under a real sky rather than a beautiful simulacrum.

"True… Hopefully by then though we'll know what needs to be done so there's no fighting involved." Nodding Frisk began walking again, gripping his friend's hand as they rounded another corner, leaving the vista of the looming castle behind them.

Up ahead they came to another stop before a sheer cliff. The rain had come to an abrupt end some feet back, and a receptacle sat nearby to retrieve the soaked umbrella.

"Weird. This seems like the only place that actually gets rain." Lily observed, leading Frisk to the stand to put the umbrella away.

"I'm not sure it's real rain." Frisk suggested. "It smells like the rest of Waterfall. Maybe there's a reservoir somewhere up there."

"Or there's some kind of magic in it. Like in Snowdin?" Lily offered.

"I forgot about that. Yeah, it could be." The boy replied with a nod.

Their conversation fell silent as they turned their focus instead to the cliff before them. Raising a brow Lily floated up to get a better look.

"It's a little steep. You probably wont be able to reach…" She trailed. Scanning down the path and around a small corner she noticed that the cliff began to slope downward to eventually leveling where it was only around two feet off the ground. Grinning triumphantly she floated over to it. "Aha! Over here Frisk! Much easier!"

With a chuckle he jogged his way over, stumbling a little on the uneven ground but managing to keep himself upright. Carefully placing his hand along the ledge, he hauled himself up before dusting off and plucking the stick off the ground. Once settled, he motioned for Lily to lead the way. Sweeping back around to the top of the cliff, and the path beyond Lily noticed that there were weird recesses on the walls, as if something once rested there but was then pried off with great care.

"I wonder what was here before?" The young male questioned, running his hands along the groves where whatever was here was before.

"Not sure. I think I saw something similar before. In the wishing room maybe?"

"Maybe we can ask Papyrus or Sans later about it."

"Maybe. But, come on. Lets go. Be careful though. I think there's more planks ahead. But… it looks like they're suspended in the air…" Thinking it strange, she drifted down a little and took a look down the drop-off beneath their location.

"Oh wow Frisk… there's a whole other layer down there! There's a another path underneath ours that goes on for a long time! I even see some houses spread around… it looks like a whole village! This is so cool… That glowing moss we saw is all over the "ceiling" and the walls, and there's these big rock pillars holding up the path we're on! It's like… this thing we're on was all one giant rock, and the place underneath was all carved out to make a a village area!"

"That's super cool! Makes me think of history! There were some ancient human civilizations that burrowed deep into cliffs and mountains to shelter their huge cities and villages!" Frisk replied happily. "I wonder what kind of monsters live there. I hope they're nice.

"We'll have to look around there later. Once everything calms down of course." Lily replied happily, pulling herself back up so that she could guide her friend along the path forward.

Ahead of them, beyond the layered path, stretched a massive expanse of open space extending further than even Lily's sharp eyes could see. A forest of stalagmites rose up from its depths splitting the few rivers which flowed amongst them into many smaller streams. Some of these were flat, and above them were built two twisting boardwalks, each of them coiling around the larger columns in a way not unlike the streams below.

"It's like a maze…" the spectral girl stated, squinting to try and get some idea of the way through. "Be careful, Frisk. There's a lot of places where you could fall."

"A-alright." Frisk said, shivering a little in the damp subterranean breeze. "Let's go."


From the outskirts of a village below the Rainpath, an armored warrior watched the labyrinthine boardwalks coiling about each other like a dozen serpents through a forest of stone. The villagers had seen nothing, but a tip from a certain adorable nerd informed her that they were heading this way. And if they took the Rainpath, there were few other places they could go.

And, it would seem that the information was reliable, for a moment later, she noticed movement on the path above. Short, messy brown hair, skin of a color somewhere between brown and beige, a jacket with a red ribbon tied to the arm carrying a stick. It was just as Papyrus had described, though it took some convincing to get him to talk. The poor skeleton was confused… addled by human trickery. But Undyne would make it right.

But… wait. She couldn't see the other one. Weren't they together? No matter. In fact, this might be better for her. One human was bad enough but for all her strength and willpower even Undyne wasn't sure she could handle two.

Leaping down the cliff, she dove silently into one of the rivers below as the human walked carefully out onto the winding wooden path and followed behind as silently as she could. She didn't get very far before the human stopped. Impossible. There's no way it could have seen her. Wait… did it hear her? Undyne halted, dipping below the surface of the shallow river, the heavy iron armor did little to impede her here and she simply watched the distorted form of the figures above from beneath the clear surface.

It was only when her target turned away that she made her move. Putting strength into her legs she launched herself from the riverbed and up onto the lower of the twin boardwalks. The sound startled the human above and the warrior took the opportunity to channel her magic, directing it into the planks beneath its feet. A second later, a familiar aquamarine spear propelled upward from below.

Any celebration she'd planned was cut short as the sound had once again alerted the human, giving them time to retreat and robbing her attack of its purpose.

Damn… missed. So much for the element of surprise.

What came as no surprise at all is when the human glanced down her way, only to take off in a sprint before Undyne could make out any sort of facial features. Cursing her luck, she took off after them, winding her way around the path to keep on their tail. It wasn't hard. Undyne had walked these paths many times both in her youth and as a member of the Guard. There was nowhere they could go here that she wouldn't find them.

The captain quickened her pace, leaping across the gaps in the wood to get ahead of her fleeing quarry. Channeling magic into her arm she summoned forth a barrage of spears, casting them above with practiced aim to rain down upon them. Again, he attack fell short, but she had succeeded in at least cowing them into one of the mazes many dead ends.

Ducking around the pillar she waited for them to turn around before channeling more of her magic into the wood above, hoping to entrap the surface dweller with them. And yet, the nimble human surprised her with it's swiftness, launching itself beyond the still-forming barricade with impossible speed. In the end, her spears managed little more than a cut across the arm: a wound that did little to slow the creature down.

Undyne gritted her teeth beneath her helmet and fought to maintain her composure. This was going nowhere fast and she was loosing her patience. Lives were at stake, and if she delayed any longer, who could tell what harm the human might do should they encounter any other monsters while fleeing from her? A hostage situation was not something the brave captain wanted to deal with.

But how was it they could be so quick? To avoid her so deftly, despite what little room they had to move?

Deciding on another approach, Undyne ceased her relentless attacks, though she continued to keep pace with the human above. There had to be some weakness to exploit… or perhaps something she was missing. Psychic power, clairvoyance… whatever it was she would find the means to overcome it.

It was at that moment she noticed something strange. For a moment, it looked like there was something else up there, along side her prey. It was brief. A mere flicker disturbing the empty space, but still, it had been there. Another shape… another human shape.

Was that the secret? Had the other one been there the whole time and she simply couldn't see them? That had to be why the human seemed to sense her so keenly no matter the angle she struck from. The other one must have been watching her this whole time, informing it's companion of when and where she would strike.

In that case…

Another aquamarine spear formed at the warrior's command and she held it there, waiting for the opportunity. As the humans reached another intersection she took the opportunity to strike, using their moment of indecision to make her move. With a flick of her wrist, the spear flew forward like an arrow fired at full draw, not at the first human like all the others… but at the empty air a few feet ahead.


It happened in an instant. In one moment, Frisk had been following Lily, letting her beacon guide him through the treacherous labyrinth and the armored assailant below. The next, he was falling backwards. Lily had shoved him, her wide eyes staring at something he could not see.

What he saw next filled him with horror. The moment his back hit the planks of the boardwalk, he watched as Lily's body jolted upward in a way that shouldn't have been possible, even for her spectral form. Her face twisted in pain for but an instant before slackening, as her body fell limply to the planks below her.

"L-…" He gasped, staring at the motionless body of his companion.

On shaky limbs he made his way forward, coming to stop at the still body of his friend. A trembling hand reached out to touch her, staring in disbelief as her body began to flicker. Memories of when they'd first met flashed within the boy's brain.

He never felt the second spear.


Waterfall - Statue of Memories

Frisk (LV 1) - HP: 20/20 - SS: 83%.

Lily: (LV ?) - HP: 16/16 - SS: ?

#

Lily blinked a few times as her eyes came into focus. The last thing she remembered was fleeing with Frisk across the boardwalk maze, then a sharp pain through her chest, then… nothing. Now… she was here, staring once again at the crumbled statue of someone she once held dear.

A short, irregular noise from nearby drew the fog fully from her mind and she turned her head to see Frisk on the ground near the shimmering star the statue held. He was breathing heavily, his legs drawn to his chest, and looked absolutely terrified. Forgetting her confusion, the girl made her way down to her friend and placed a comforting hand on his arm.

"Frisk…?"

The moment she touched him, the boy sprang up, wrapping his shuddering arms tightly around her spectral form. Lily gasped from the suddenness of it, but nevertheless found herself returning his embrace.

"I'm so glad you're okay…"

"Did she…?" Lily began quietly, not sure how to speak to him when he was like this. "Did I…?"

"Yeah… but you're back now…" He said, his whole body trembling, while his tears stained her shoulder.

"I didn't know you could-"

"But I did…" The boy cried, overwhelmed at once with both contrition and relief. "I'm… God, I'm so glad it worked. I don't know what I'd do if…"

Frisk was trembling with a fear that hadn't quite faded. Again, he'd found himself drifting through that strange realm, his heart far away. The moment he'd left and returned once more to the world of the living, the emotions had rushed in all at once. Relief and spilled tears helped to cleanse his emotions, so much so that he almost didn't feel the renewed burning within his chest.

It took some time, but eventually he calmed down enough to explain the situation to Lily.

"And you saw all of us there?" Lily asked.

"Most." the boy replied, remembering that strangely peaceful purgatory. "I didn't see Sans. I'm not sure why."

"Maybe he was just too lazy to show up?" Lily attempted a joke which was rewarded with a chuckle from her friend. "Well, at least now we know that even if we die we have a way out, right?"

"It feels weird to think about it like that." Frisk replied. "But… I'm not gonna question it. I'm just glad you're okay… you are okay right?"

Lily made a show of checking herself over for what must have been the third time. It felt a bit surprising how little 'dying' seemed to bother her. When it had been Frisk she'd been beside herself with grief but somehow her own didn't seem like much at all. Maybe the fact she'd already died once before had made her used to the whole thing? It didn't hurt that any traces of Undyne's attack seemed to be completely erased after Frisk loaded.

"No holes anywhere… my head's on straight… I don't think I have a second nose, but that's kinda hard to check." Lily ticked off her fingers, grinning a little. "Yep. I think I'm good."

Frisk sighed in relief. He'd take it. Toriel's death had left him a sobbing mess, knowing that he'd never see her again before his powers had manifested and proved him wrong. His own death had left Lily positively frantic, so much so that most of his own shock had been tempered by his desire to assure her he was, in fact, alive.

But this one… hers had felt very much like the former. For all the power he held - power he still didn't fully understand - he had no idea if it would extend to one who wasn't technically 'alive' to begin with. Now he knew the truth, but his mind still took a while to catch up with what it new to be true.

'Even this… Just how far does this power go?' He mused to himself. 'What even am I?'

He winced at that though, an unhappy memory peaking through his thoughts. He forced it back.

After so long of having no one, Frisk had quickly learned to cherish those he'd gained, and was willing to do anything to keep them safe. Now, he knew that death did not have to be the end. That was a bit of a game changer, and he was still having trouble wrapping his head around it. Sans' story of his past (or future?) had served as a warning for him not to abuse this power but if it meant protecting those he loved, surely it was fine… right?

After taking a moment to recover, Lily helped the boy to his feet. A brief discussion had them double back, hoping to find another path around Undyne like before. However, their efforts were soon cut short when they came upon the chamber where they'd seen the fish-girl and slug monster speaking earlier. The aforementioned two had gone. In their place were two other monsters. A grinning seahorse was being questioned by a large figure in armor similar to, but less fearsome than Undyne's. Another strode in from one of the caves beyond, whispered a few things to the first and then left down another path. It was clear they weren't getting back the way they came.

Defeated, they returned to the SAVE point, dismayed that there seemed to be no other paths branching away from this section of Waterfall. With nowhere else to hide and wait out the storm, there was little choice but to brave the maze - and Undyne - and hopefully find a way through. Steeling themselves for what was to come, the children made their way out onto the boardwalk once more. If they could map the path through, then maybe they would have a chance.

The first (or rather second) attempt ended much the same way, but Lily still managed to learn a thing or two about the maze. Namely, a few of the dead end paths and how to recognize them. It was impossible to avoid all of the spears, and Frisk soon found himself succumbing once more to Undyne's attacks. The second time, they'd chosen a different method: allowing Lily to settle within Frisk's SOUL and to aid in steering his body along the winding paths. Yet, what they didn't anticipate was how much their spatial perception would suffer as a result. Without the bird's eye view afforded by Lily's spectral state it became difficult to keep track of Undyne's movements, and in the end her spears found them again.

So they stood, for the fourth time in total at the precipice of this deadly maze. Frisk held a trembling hand against his chest, desperately gasping for breath.

"Frisk… L-let's stop, okay?" Lily suggested. "You can't keep throwing yourself at this. Look at you!"

"We can't…" Frisk breathed steeling himself. "We're almost there… I know it."

"Why do you have to be so determined at a time like this?!" The girl protested. She was starting to regret what she said earlier.

Though she'd been fortunate enough to avoid any other deaths at the hands of Undyne, it was clear at this point that they were affecting Frisk. It made sense… even if he went back to the save point it didn't change the fact that he died.

"Just… a little more." The boy insisted. "You remember the path, right? Just one more time… then we can try something else, okay? We have a way out now… right?"

Lily gave a defeated sigh. As much as she hated seeing him like this, she didn't see any other way. They'd already tried going back, and there were guards everywhere. While they might not pose as much of a problem individually as Undyne, there were bound to be a number of them.

"There was one path that looked like it might work." She said finally. "If we get there quick, we might be able to find our way across. But… this is the last time, okay? You need to rest."

"Deal." Frisk agreed, drawing out his SOUL. They needed any advantage they could get.

With a mutual nod, the two set off once again at a quick pace, hoping to gain as much ground as they could before Undyne inevitably caught up to them. They managed to make it around two corners and an S-curve before the spears started flying. They were wide at first - Undyne clearly hadn't expected them to dash out ahead like that - but quickly became more accurate. One scored Frisk across the shoulder, causing him to wince in pain, but he refused to slow even for this.

HP: 16/20

Lily forced herself to keep an eye on the path ahead, and Undyne below as she lead Frisk through the twisting labyrinth. Right, down and around, leap across to the other path, U-turn around a stalagmite. She did her best to remember the proper path. A few times, they nearly ran into a dead end she hadn't seen before but the ghost-girl's sharp eyes and guidance managed to steer them away from that potential danger. Squeezing through another spear barricade, the girl finally caught sight of what she was looking for.

"There's where it opens up!" She cried, daring to hope. "There's a path on the other side. I think that's where we need to go!"

Realizing that escape was at hand, Frisk quickened his pace to keep up with his friend as the two made a mad dash across the suspended plane. His lungs burned from the exertion but he forced himself to keep going. Across here… surely they would be safe.

"Stop! Stop!" Lily cried, jolting back and catching Frisk by the arms to keep him from running any further.

The boy looked up at her in bewilderment. Undyne was right behind them… why stop here? Unless…

"I don't believe it…" Lily said, her tone muted from shock… and a hint of despair. "It's… another dead end."

"Another one?" It was at that moment that Frisk realized the spears had stopped coming. All around them was nothing but eerie silence. "Did she… lead us again?"

"We- we have to go back…" Lily said fearfully. "If we hurry, maybe we can-"

A rough grinding sound from behind them cut off the girl's words. The two turned as one to the stretch of boardwalk behind them. There, a large metallic hand grasped the side of the planks, clinging tightly to the side. In a single fluid motion, the rest of the figure appeared. Despite the impossible weight of her armor, Undyne somehow managed to hoist herself one handed into a somersault before landing feet first on the path where the children stood.

Her helmet turned, the single eye peering out from beneath it as she approached. A hand extended, and seven spears formed to the side, hovering in place while awaiting their mistress' command. Frisk stepped back, the fear in his eyes shining through despite his ever-present squint. Each step the warrior took was echoed by the boy and his companion until at last, they could go no further. Undyne, however continued to stride forward, each of the spears aimed at the boy with nowhere to run.

Lily drifted forward defiantly, throwing her arms out in defense of her friend.

"No…!" Frisk protested, grabbing her arm and pulling her back to his side. "Please don't…"

Every instinct within her wanted to pull away, to be his shield. Even if it didn't work, if she took some of the spears for him… maybe he would hurt less. And yet, the look he gave her told her something else: if she did that, it would only hurt another way.

At the sound of the small child's words, Undyne halted her advance. She stared for a long while into the face of the fearful boy. For a moment, that single eye seemed to soften. Then, it disappeared the moment her arm fell, willing her magic to fulfill it's purpose.

Lily dove for Frisk, wrapping her arms around him as the spears sped toward them. The two squinted their eyes, waiting for the inevitable pain that would soon follow. All around them the sound of splintering wood assaulted their ears. The sound was deafening, a few of the splinters struck Frisk in the back, a prelude of what was to come.

Then suddenly, they no longer felt ground beneath them. Frisk gasped as he felt the familiar sensation of falling, while Lily's eyes jolted open. There she beheld the armored form of Undyne growing smaller and smaller above them.

Clinging tightly to one another, Frisk and Lily plummeted into the depths. Between them pulsed Frisk's glowing SOUL.

'Not again… I don't want to die like this.'

'Please, no… I can't see it happen again.'

As the two thoughts mingled as one, the carnelian glow responded. It grew brighter and brighter, until at last the cavernous depths were filled with scarlet light.

Then… darkness.


"Hello?"

The girl's head jerked in surprise before a pain jolted through her arm, causing a sharp hiss.

"Oh, you've fallen down haven't you? Here, let me help." A small child walked towards her, their hand extended.

The girl growled softly in pain and sprang to her feet as quickly as possible before darting behind a pillar. "..no.. no pain... no more..." She finally managedtospeak, her eyes never leaving the child.

"Oh... I won't hurt you..." The furry child said softly, their eyes tearing up slightly as they sat in the middle of the flowers. "My mom can help you if you let us..."

The girl shook her head, hiding further behind the pillar. Her eyes narrowed as she watched the creature brush a hand against the flowers.

"It's okay. I can stay here as long as I want. Mom and Dad aren't very far. What's your name? Mine… is…


Within the shallow water drifted the form of a child, soggy clothes clinging to its body. In its left arm was firmly clutched a stick with a single green leaf still attached. The other rested upon a bed of golden flowers blooming from a small island at the foot of the falls. On shaky limbs they pushed themselves to their feet, willing away the disorientation from the fall until at last their eyes opened. A crimson light flowed into the chamber, turning the water red.

A crimson light… that shined from both eyes.


Authors' Notes (These ones are a bit long compared to previous chapters. Sorry about that):

So a few things have happened since the last chapter posted. We fixed some timeframe issues (detailed further down), went on and got back from our trip (which was awesome). And… found that Toby Fox has been working on Deltarune. We've both played Chapter 1 and it's pretty great. Here's hoping everyone's favorite pixelated dog puts together another masterpiece!

About the gray door: we originally intended for that scene to come somewhere in chapter 17 (because, of course), but various expansions to previous chapters ended up pushing it to this one. Oh well, the important thing is that it will eventually become important... just not for a while yet.

A few minor NPCs show up here that don't get a lot of spotlight. Given the more dire situation in Waterfall, having the kids stop for very long despite Undyne on their heels would be a little hard to justify narratively. There should be time in later chapters to revisit them though.

On that same note, we're aware of the namedrop of Shyren's sister in Deltarune. However, we'd already come up with the name we used before DR's release and, quite frankly, didn't really want to change it. 'Maiada' is a play on the mythical naiad, a creature similar to the siren, which is the obvious base for Shyren's name. We figured it was fitting and also that it sounded pretty… so we kept it.

The lyrics Lily sang were composed by Kiki a while back. It's only part of the full song… but maybe the rest will be pieced together someday. Hope you guys like it!

Flowey's scene was heavily inspired by the song 'World So Cold' by Three Days Grace.

Frisky's starting to learn more about his power… but even that has limits. The draw back of remembering through death and revival.

That ending though. Not much to say about that. You guys'll just have to wait for the next chapter. ;)

Finally, we've gotten a few people asking if Deltarune's existence will affect the story going forward. The best answer to that would be "sort of… but only insofar as it makes sense". For instance, we might see certain Lightner characters that would reasonably have parallels in Undertale but don't show up in game or other nods to its existence, but as for Frisk and Lily getting pulled into the Dark World and meeting the Fun Gang or anything like that? Probably not. Toby Fox himself has stated that Deltarune is more of an 'Elseworld', and that events in Undertale are unaffected by it and vice versa. We'd like to keep it that way, at least for this story.

Note regarding changes to the current year and the chronological system (If you started reading this story after around mid-November 2018, this will probably mean nothing to you):

As we've started to get into a general time-frame since the last chapter and have gotten a number of comments on the subject, it's become necessary to revise a few things regarding the current date and how time is recorded in this universe. The original 21YZ listing was at first a random date, then something that we tried to work into an actual chronological system Shining wanted to make. Buuut, no matter how much it was simplified it still ended up requiring a number of conversions and compound math problems to actually figure out where things fell. It was just to unwieldy to realistically fit as a measure of time, especially in the long term.

Instead, we decided to do something a bit less headache inducing: The current year now sits at 1437X, and chapter 1 has been edited to reflect this.

The 'X' in this case is actually an era notation, similar to the B.C./A.D. or B.C.E./C.E. notations used in our world. We figured this was the best and simplest way to integrate the '201X' date from the game into an actual thing rather than just "sometime-during-the-2010s-maybe" (therefore it can be read as: year 201 of the 'X' era). Hopefully this clears things up a little.

Simply think (TLDR): Monsters were sealed in 0X and the Chara/Lily fell in 201X, 201 years after the monsters were sealed.