The sun slowly lowered on Cielis, the legendary city's buildings turning subdued shades of rosy pink and gentle gold in the waning rays. Birds flew high above the roofs, calling their evening songs. But there was no one out to listen. Contrary to the expectation of those who believed the city still existed, the streets were dark and silent and empty, devoid of the night life that might have filled them in times past. But something had happened to make the city's denizens fearful almost to the point of paranoia. Most of the houses were just as silent as the rest of the city, but one was lit with bright lanterns from within.

Next to a table inside that house, Leon Redbeard and company stood listening to Amelia Pine, architect of the last place anyone in their right mind would want to be and the one place he and his friends were trying to reach. "Years ago," said Amelia, "I designed Yarboro Penitentiary, but it was only after construction was complete that I realized I'd made a mistake. I found a simple design flaw that would com-promise the institution's security. Now imagine my surprise to see that this flaw can serve a good purpose. Even when you don't know what you're doing, you kind of do, I guess." She tapped a spot on the schematic of the prison. "That's the entry point. It's a grate with blind spots on all sides. No one will see you there."

"Thank you, ma'am," Leon said gratefully. "For your help and the lodging. We won't soon forget it."

Alison stepped forward and hugged Amelia affectionately. "Thanks for everything, Mrs. Pine."

Amelia wrapped her arms around the girl's neck. "Don't worry about it." Then she stepped back and held Alison at arms' length. "Aly. I've watched you grow up into a fine young woman, beautiful and brave. We don't have many young fighters left in this town, and I'd never forgive myself if something happened to you, so please, for all our sakes, be careful."

Aly looked at Amelia with a determined glint in her eyes. "I will, and we'll see each other again. I promise."

Alison, Leon, Enzo and Rico peeked over a crenelation wall of an empty guard post overlooking the bridge to the prison's main gate. Guards lined both sides of the bridge, while four other escorted a group of prisoners. "Look," said Enzo, pointing. "Another group of prisoners, but none of them look like criminals. This place has gone loopy, Chief."

"At this rate," Leon observed grimly, "the whole city will be under arrest in a week."

"I've never seen the guard so active before," Aly said. "They must be planning something."

"Then we better move before we find out what." Leon took up a coil of rope with a grapple hook on one end. He gripped the rope a foot from the hook and started swinging it in a circle like a lasso loop until the hook was a whirling blur above his head, then, using the hook's weight and momentum, gave a mighty heave that sent the hooked end flying upward toward a higher tower, where the hook latched onto the low wall. He yanked the rope twice to ensure a secure grip, then nodded to his compatriots and they started climbing.

Aly went up first, then Leon and Enzo, with Rico bringing up the rear. The wall they climbed was nearly vertical, making their ascent difficult and more than a little perilous. One slip of a foot and hand could prove fatal. Finally they reached the top. Aly investigated a hole in the stone floor while Leon pulled himself up. "I think I found the grate," she said.

Leon and Enzo joined her. They looked down through the gaps in the bars. "It looks like a tight fit," commented Leon, then looked at Enzo.

The big cat was starting to get nervous. "Why are you looking at me like that? There's now way I'll—"

"Aly and I are going down there, Enzo. You're staying up here to keep watch." He took up another length of rope and tied it to a one of the bars.

Aly slid through the middle of the grate. "I'm looking for elves, right?"

Leon and Enzo nodded. "You'll probably smell them before you see them," Enzo told her.

Aly's feet hit the hard stone floor of the cell block they were in. The air was cold and stale and still as the grave, and the hallway that ran down the center of the block was long and narrow, interspersed with areas of dim light and overwhelming blackness. Somewhere she heard the chattering of teeth, the hoarse sound of a cough, the weak moans of a hopeless soul. These people weren't just imprisoned for reasons un-known, they were ill and hungry. They needed care, and heaven knew they weren't going to get it here.

"Aly?"

The girl turned at the mention of her name and saw a middle-age man pressing his face as far through the bars of his cell as he could. He looked familiar. "Mr. Peters!"

"Aly! It is you!" She ran up to him and put her hands on his fingers. They were like ice. "I don't know why they threw me in here! I didn't do anything wrong!"

"Don't worry, we'll get you out," she told him. "But we need to find some friends who can help us first. Have you seen any elves being brought through here?"

"I heard about two elves being held in Cell Block 4, but why are you dealing with elves?"

"Let's go," Leon said.

"And who's this half-breed?" The old man looked at the fox warily. He called after Aly as she followed him down the corridor, "Aly, you mustn't trust them! Trust no one!"

"The people of Cielis are stricken with fear," Leon told her sagely. "It clouds their judgment and makes them difficult to deal with. That means we leave the others until we can resolve things with the Council. Understand?"

"I understand." They ran past several blocks, Leon checking the right side while Aly checked the right. It wasn't long before she saw a dejected-looked elf in one of them. "Leon!" The fox stopped and looked at her. "I found them!"

Leon walked up to the bars and looked inside, where he saw two very familiar elves. "So," he said, "things didn't quite go according to plan."

Luger's head jerked up. "Leon!" He looked equally stunned and pleased.

"This city is as corrupt as my homeland," Trellis said, looking at the fox gravely. "If this was your last hope, I'd say we're all in deep trouble."

"You're right," Leon agreed. "The Guardian Council has been compromised. In order to set things straight, I'll need your help." He reached over his shoulder and gripped his sword hilt. "Hold still." And in one swift stroke, he sheered the dampening collar from Trellis' neck. "Now get out fo there."

Trellis looked at him with a questioning look in his eyes. "You trust me over your own superiors. Why?"

"There are no superiors, Trellis. We're on our own now."

Trellis smiled. "Welcome to the club." He used his stone's power to bend the bars outward and create a doorway. "Where's Emily?"

"We were separated at the landing platform," the fox said, "just after we lost you. She's at the Academy now."

"Trellis believes his father has something to do with this," Luger said.

"He's in the city," Trellis affirmed. "I can feel it."

"Aly! Aly!"

She turned and saw her parents. "Mom! Dad!"

"My baby! What are you doing here? They didn't get you too, did they!?"

"No, Mom, I'm still free. And we'll get you out of here soon, I promise!" Then she became aware of a third occupant in the cell. "Mr. Beckman?"

"Do you see that?" the man demanded furiously. "Your daughter is consorting with elves!"

"Or they're consorting with her," her father pointed out.

"Regardless, someone has to stop her!"

"If they're with her, they're here to help."

"Then you leave me no choice." He took a deep breath and shouted, "Guards!"

Aly's father took the man in a wrestling hold. "Are you insane? Do you want to stay here forever?" The bigger man struggled, but was unable to break his captor's hold. "I hate to do this to you Logan, but you'll thank me later." To his daughter he said, "Aly get out of here now! Go!"

Aly nodded and turned to leave. "I love you!" she called.

"I love you too, Aly," her mother said tearfully.

"Hurry," Leon urged. Aly latched onto the roped and climbed for all she was worth.

"You first," Trellis said. Leon climbed up, and the elf prince followed him.

Enzo was pulling up Luger when suddenly another voice spoke. "End of the line, outsiders."

Leon looked up and saw the prison guard captain standing several yards away, flanked by several of his subordinates. He reached for his sword. "Leon," Trellis said, "there are too many of them."

"If we can take out the captain, we might have a chance." He drew his sword. "Just follow my lead." He leapt into action, launching himself at the prison warden. The metallic clang of steel on steel rent the air as their blades met. The warden's eyes glowed, catching Leon off guard for just an instant, but that was enough for the man to counter his attack. He shoved his foot into Leon's gut and kicked him away.

Leon landed at Trellis' feet. "How about you follow my lead this time?" the elf suggested.

Leon bounced to his feet. "Be my guest."

Trellis distracted the warden by wrapping his stone's magic around him while Leon dashed up and kicked the man in the chest. The warden struck the wall with his back, and shattered upon impact.

"He turned to stone!" Leon exclaimed.

The guards didn't seem the least bit fazed by the loss of their captain. "Any more bright ideas?" Trellis asked. "I don't think we'll be able to kick our way out of this one."

"You're right," Leon agreed, tightening the straps on his gauntlets. "We'll have to do some punching, too." He faced the remaining guards and adopted a fighting stance. "You ready?"

Trellis didn't get to answer before revving engines and displaced air suddenly interrupted their hopeless situation. Leon and Trellis whirled around, expecting to see some reinforcement the prison guards had needlessly called in, but instead saw an old sea-green aircraft with three engines and an equal number of occupants. Of the three engines, one large motor was mounted on the forward top of the hull and two smaller ones were set on swivels in the wings. Of the three occupants, one was an old man at the controls on the starboard side and two very familiar figures were on the port bow. "Leon, Trellis! Look out behind you!"

"Miskit! You're okay!" But Leon's euphoria was cut short as the blade of a guard's polearm whooshed past his ear, missing his shoulder by mere inches. With movement just as quick and twice as fluid, he clamped his hand on the blade and trapped it on the ground before deliver-ing a one-two strike to the guard's head. The armor-clad man fell and shattered into thousands of stone fragments.

Meanwhile, Trellis was facing several other prison guards, all completely unaffected it seemed by the loss of their captain and fellow guardsman. He activated the stone in his collar and was preparing to strike when an old voice said, "Stand back, son." He turned and saw the old man from the airship that had suddenly appeared looking at him. "You're a Stonekeeper, aren't you?" the old man asked, but didn't wait for an answer before he charged up his own stone and infused its power into the staff he was carrying. Then, quick as a coiled rattlesnake, he struck, destroying the first guard and then swinging his staff in a wide arc, taking out all the others in a single attack.

Trellis reached down and picked up one of the fragments. "Stone again," he said. "It's a curse, isn't it?"

"You should have seen this coming a mile away. It's one of the oldest tricks in the book," the old man said. "This is the work of a very powerful and gifted Stonekeeper, one who has managed to use his or her stone to animate these statues and give them the illusion of living beings." He looked around at the broken bits of stone all around them. "This is one of the most thorough illusions I've ever seen."

Miskit picked up some pieces and said, "If it was so thorough, then why did the statues break apart so easily?"

"The illusion's strength," Vigo explained, "depends both on the skill of proximity of the caster. Given how easily these statues were destroyed, it's likely the Stonekeeper responsible is far away from here."

"Silas used to say that his distance spells rarely worked when he was underground," Cogsley supplied, Dagno perched on his shoulder.

Vigo tapped his beard thoughtfully with a stone fragment. "Underground. Of course." He looked at Leon. "Where did you say Emily went?"

"To the academy," the fox answered.

"The academy."

"The Motherstone, sir," said Cecil gravely.

"We must get to Emily quickly. Cecil, gather the others." He turned toward his ship. "Let's go! We have no time to lose!"

"Cecil," Aly said, "why do the statues take the form of the deceased?"

The robot turned to her and answered, "The power to reanimate is one of the darkest forms of magic. Enormous quantities of negative energy are required to keep the illusion intact." He looked at the stone pieces at their feet. "The image of death triggers the darkest thoughts in a person's mind, and the illusion can feed off the fear and sadness that results. Simply put, illusions of the dead are stronger."

"Then whoever's creating these illusions must not care very much about other people."

"Unfortunately," said Cecil gravely, "that is the mark of many powerful Stonekeepers."