A/N: Aaaaaargh! Hello and welcome to another chapter of the story and I am out of my mind!

Suffice it to say that I may need to get out of the habit of posting chapters immediately after finishing them if I ever hope to get sleep in the hours that follow. I am very, very jittery right now, and I may not be able to sit still for the rest of the night, but it was all worth it.

In the meantime, a hearty thank-you to everyone who viewed, reviewed, favourited and followed - and my apologies for replying to my reviewers so late.

Anyway, without further ado, the latest chapter: read, review, and above all, enjoy!

Disclaimer: I own nothing but my own twitching nerves.

For what it was worth, Nyarlathotep was briefly surprised: sliced from his right temple to the left side of his jaw, his nose sliced almost in half by a jagged-edged gash, the Outer God could only reel backwards, cannoning into a large iron support column. For a moment, he stood there in bemusement, tracing the outline of the wound with long spidery fingers.

Then, just as quickly as it had appeared, the laceration cutting his face in half slowly sealed shut. Moments later, Nyarlathotep was smirking again.

"Well," he said, licking a few stray droplets of blood off his fingers. "It's been a long time since anyone's actually had the guts to take a swing at me… and even longer since I've met someone who could do it and retain their sanity, so it looks like I don't have to worry about your resolve. But I must ask: is that all you've got for today, little shoggoth, or do you need to let off more steam?"

It was the bantering tone that set him off this time; the chuckling, amiably malicious patter spiralling out of Nyarlathotep's mouth and insinuating itself into Dipper's ears – as if destroying what little remained of his life meant nothing, as if leaving his friends to suffer alone meant nothing, as if everything that had happened to the zodiac and to the human race itself was just a mild amusement and nothing more. Suddenly, Dipper didn't care about being careful, about staying safe, or even about getting as much info out of "Mr Carter" as possible; in that moment, all he cared about was making the smug, smirking bastard pay for everything he'd done. Letting out a guttural roar of rage from a mouth that was already bristling with eighteen-inch fangs, he ducked under Grunkle Stan's outstretched arms and threw himself at Nyarlathotep.

And for a few terrifying seconds, he was Shifty again – not just in body, but in mind: Shifty knew how to hurt people in ways that Dipper couldn't even dream of, had learned how to hate over thirty long years trapped underground. He knew Shifty had been him all along, that the Shapeshifter had no separate personality, that he hadn't actually taken over Dipper's body; all he was doing was recalling all the things he'd felt while he'd been Shifty… but in that moment, he might as well have been someone else.

Howling at the top of his lungs, Dipper/Shifty shifted wildly from one form to the next, barely holding a single shape long enough to assault Nyarlathotep with it before moving on to another: he tore vast chunks of flesh from the Outer God's body with bear trap-like jaws; he lashed at him with tendrils studded with poison-dripping thorns; he punctured him in over a dozen places with obsidian-sharp quills; he transformed his arms into giant Swiss army knives and diced him up; he hammered at him with fists of keratin and leathery armour-plating, shattering bone after bone with every impact; he unfolded his body into a huge, fleshy web of constricting muscles and tried to crush the life out of the bastard; he became a mass of fire, burning hot enough to leave molten footprints in the titanium deckplates and tried to burn Nyarlathotep alive; he became water and tried to drown him from the inside, and when that didn't work, tried to freeze him solid; he became every kind of poison and disease he could think of, inflicting every kind of toxic, virulent death imaginable. He used every dirty trick he had ever dreamt up in his time underground, from the "expanding tentacle" technique, to the "living tripwire"; he even became a swarm of ravenous army ants and tried to devour his opponent whole.

But nothing worked. No matter how badly Dipper hurt him, no matter how many pounds of flesh he ripped away, Nyarlathotep stood unshaken, flesh knitting as quickly as it was torn. Enraged, Dipper took on one of his newest shapes – one he still hadn't mastered – and became a mass of intangible gravitational force, gathering himself into a single impossibly-dense cloud of gravity until the machinery around them buckled and warped under the strain-

-And then Nyarlathtep's hand lashed out with a beam of searing midnight-black light, knocking Dipper out of the air and back into his true form. Dazed, he hastily swept aside the Shapeshifter's body and became Dipper in body once more – just in time for Nyarlathotep to grab him by the collar and hoist him into the air.

"Very good, Dipper," he cackled, "Very good! That was the shape of a quantum singularity, wasn't it? Well, the start of one at any rate, but credit where credit is due, you're making definite progress, little shoggoth."

"DON'T CALL ME THAT!" Dipper howled, flailing at Nyarlathotep with every kind of blade, claw and pseudopod he could imagine.

"Still need to let off a little more steam, then?" The smirk grew. "Perhaps you think you'll get some kind of colossal duel-to-end-all-duels with a fellow shapeshifter, with you trying to bring me down with all the forms you've learned so far and me switching from one avatar to the next in the hopes of finding something that can pummel you into submission. Well, I'm going to have to disappoint you there, my friend, for you won't get such extravagance from me. I'd save the gimmick for Bill, if I were you – he's definitely a sucker for showboating."

He leaned forward, teeth lengthening into sabre-like fangs as his body began to unravel into something that writhed and glistened with tentacles and a thousand lurid scarlet eyes. "By now, I think you understand that you can't kill me," he purred, "not as you are now, anyway. Question is, have you had enough venting… or do I need to start fighting back?"

And then Grunkle Stan was standing over him, drawing Nyarlathotep into a crushing chokehold. "First and only warning, scumbag," he snarled. "Keep. Your. Hands. Off. My. Nephew!"

Nyarlathotep just swatted him aside.

Stan flew for about thirty feet, crashing sidelong through half a dozen banks of inactive machinery before finally skidding to a halt in mid-air. Then he charged again, and this time, he hit the Outer God with everything he had: moving at the speed of sound, he bombarded Nyarlathotep with a flurry of punches, hammering so hard and so fast that the floor beneath his opponent's feet buckled and distorted as Stan literally began punching him into the ground; lightning tore through "Carter's" body, charring his flesh and blasting his eyeballs apart; agonizing sonic blasts sent tarry red blood oozing from the place where his ears had once been; the deck plates formed hands and began slowly crushing him to paste; even the air itself turned traitor, hammering down on Nyarlathotep from all angles with blasts of cataclysmic pressure.

But if Nyarlathotep was any closer to succumbing to the assault, he didn't show it: he just let his injuries heal and vanish, then went back to soaking up punches with all the alarm and concern of a man asleep in a deckchair.

"Ooh, I see we've finally got the mask to slip just a tad," he chuckled. "I had my doubts, but you're definitely still experiencing those little attacks of rage and aggression; you're suppressing them magnificently, but you have let off steam sooner or later. Might explain why you graduated to killing in battle so readily." Nyarlathotep clicked his tongue disapprovingly. "Bill's games certainly left their mark on you, didn't they?"

Dipper lunged in from the left, sprouting a few thousand bladed arms and legs and diving headlong towards Nyarlathotep's defenceless flank – only for their target to explode into a flurry of glistening red-and-black tendrils: snatched out of the air, Dipper could only watch as the creeper-like mass swept over Grunkle Stan, neatly straitjacketing his arms and pinning him to the floor. And though Stan immediately began tearing the fleshy vines apart, for every tendril he ripped out and Dipper hacked through, Nyarlathotep immediately sprouted three more.

"Now," he said, as the two of them struggled to escape, "Can we talk sensibly?"

A large steel girder bounced off his head.

Sighing, he turned to see Pacifica hovering a few feet away, her face a mask of rage. "Put-them-down-now," she snarled between gritted teeth.

"Coming to your sweetheart's rescue? Very noble. But I think it might be time to listen to all the evidence before you start taking the whole 'paws off my boyfriend' routine a little too seriously-"

Without saying a word, Pacifica wrenched a huge chunk of metal out of the nearest bulkhead and began launching it at Nyarlathotep in a vast hailstorm of titanium fletchettes. For another fifty seconds, the three of them battered at the Outer God, with Stan pummelling him senseless, Dipper shredding his flesh with every kind of claw and blade imaginable, and Pacifica wrenching ton after ton of metal off the walls and pelting him with it at high speed. Eventually, though, Nyarlathotep lashed out with another tendril – only for Pacifica to wave a hand and slice it in half.

Then, another wave of her hand send a semi-invisible wave of energy rippling across reality: around Nyarlathotep, the air itself creased, warped and finally tore, folding Nyarlathotep's body up like a badly-made origami figure and ripping it in half. There was a pause, as Dipper and Stan began struggling free of the tentacles. Then, the voice of Mr Carter issued from all directions at once, sounding more amused than anything else.

"Ooh, folding space!" he chortled. "Cute trick. But you're up against something a little bit more advanced than a Henchmaniac. In fact, I like to flatter myself into thinking I'm more advanced than Bill, but let's leave my ego out of this."

From the midst of Nyarlathotep's shredded remains, a new body began to coalesce, taking shape from the chunks of red-and-black flesh scattered across the deck, and within seconds, Mr Carter was standing before them once more. "Now," he said briskly. "Let's declare a truce, more for your sake than mine. See, at this point, you can't kill me. Are we clear?"

There was a pause, and then Wendy erupted through the floor like an ICBM bursting through cloud cover, delivering a concrete-shattering kick to the newly-regenerated Nyarlathotep's face and driving her sword through his ribcage with a berserker scream.

"OH GODDAMMIT!" Nyarlathotep roared, as the fires rose around him. "Was nobody listening to a word I said?"

Snarling in frustration, he seized the flaming sword with both hands and began laboriously forcing it free of his torso. Wendy reached out to attack with her free hand, to lash at him with nails of cold iron, to pummel him with a fist that could punch through a tank, but Nyarlathotep grabbed her arm in mid-swing and began laboriously grappling her into submission.

"Fair's fair," he panted. "That did hurt. But if you'll allow me to make my point clear-"

Wendy opened her mouth and spat a glob of steaming acid into Nyarlathotep's defenceless face.

"For Christ's sake, would you people just let me talk for five seconds?" With a grunt, he finally pulled the sword free of his chest and shoved Wendy aside. "You. Can't. Kill. Me. How can I make this any clearer?"

And then the fabric of local space-time gave one almighty hiccup: for a split second, Nyarlathotep was frozen on the spot, his face locked in an expression of annoyance. Then, without warning he was in motion again and looking across the room at the newest arrival, his expression now hovering somewhere between amusement and irritation.

Mabel was standing in the doorway, looking as though she'd just run a marathon without meaning to.

"Did you just try to freeze time on me?" Nyarlathotep laughed. "Quite precocious of you, Mabel, and undoubtedly a very impressive attempt… but sadly quite pointless. I'm an Outer God, a manifestation of an integral part of my native cosmos, an elementary component of the universal substrata made flesh; I grew up among beings that could turn time inside out and back to front with a sneeze. One of my dear relatives, Yog-Sothoth, knows and interacts with past, present and future simultaneously. You're a long, long way from that level of existence, my child, and you're even further away from having the power to affect me."

He cleared his throat. "Is anyone else going to have a crack at this? We haven't got Soos waiting in the wings to die unpleasantly until he can develop the ability to tackle me mano a mano? Robbie's not gonna come bursting through the floor with a few million zombies? Just checking… in case I need to resort to more unpleasant methods of making a point."

And then the blade of Grunkle Ford's scythe materialized at Nyarlathotep's neck.

"You've done enough, Crawling Chaos," Ford hissed. "Make any further threats to my family and friends, and you will be destroyed without echo. I will make certain of it."

If nothing else, Nyarlathotep had the decency to look startled. "So we finally woke you up, then?" he sneered. "Nice to know your vision hasn't left you completely disassociated. That scythe of yours was built to shear through cities and smother star fields; perhaps it could destroy this avatar, maybe even permanently if you put some serious effort into the act… but even if you went to trouble of killing all my avatars, it wouldn't do you any good. I was born from the slumbering thoughts of great Azathoth himself, and as long as he lives, I will live on in the Nuclear Chaos; whenever he dreams, I am reborn. You know this; your unique vision would have told you as much. So why would you bother threatening me, Stanford Filbrick Pines?"

"Just to remind you."

"Of what, exactly?"

"That you are not untouchable… and that we won't be so far from your level forever."

There was a pause, and for a moment, Nyarlathotep looked ever-so-slightly spooked. Then, Gideon burst in, wide-eyed and panting like a dog.

"Ah, I was wondering when you were going to show up," sighed the Black Pharaoh. "You were the only one who could have detected what was going on and sounded the alarm; Jheselbraum's taught you to be security-conscious, young man… if not exactly respectful of privacy."

"Get him, Gideon!" Mabel shouted. "Zap him in the brain!"

"I really wouldn't try it if I were you, young man."

"Just do it!" roared Dipper. "He's got to have something in there you can kneecap him with!"

"Seriously, Gideon, a cerebral haemorrhage would be the best outcome for you under the circumstances."

"Ignore him! Go for it!"

"Worst-case scenario, you're reduced to a drooling lunatic, and frankly, it'd be a shame to lose you after all the effort Jheselbraum put into training you-"

"Shut it, you! Gideon-"

"Would it-"

"Gideon-"

"Just zap him-"

"WOULD EVERYONE JUST SHUT UP FOR A MINUTE?!" Gideon shrieked. "I'm trying to tell y'all something important!"

He took a deep breath, and as the echoes finally died away, continued: "For the last couple of days, I've been psychically double-checking every possible route to and from this place, just for safety's sake, and it's paid off in a very nasty way. I've just picked up something approaching Cipheropolis: it's Bill Cipher, and he is not happy."

There was a stunned pause.

"Are you serious?" Grunkle Stan blurted.

"Of course I'm serious! Does this sound like something I'd joke about? Somehow, Bill's found us and he'll be here in less than ten minutes!"

Dipper very slowly turned in Nyarlathotep's direction, hoping that the Outer God's face would still be locked in its familiar expression of omniscient smugness, the look that suggested that everything was going exactly according to plan (partly for the sake of certainty in a crisis but mostly so Dipper would be justified in punching him again). But to his horror, Mr Carter was looking shocked and dismayed by this turn of events – maybe even a little angry. Whatever that emotion on his face was, one thing was painfully clear: he hadn't been expecting this.

There was a long, awkward silence, and then Nyarlathotep said the only thing he could have said:

"Well, shit."

Bill was in a towering rage by the time Cipheropolis crept into view.

He didn't know how long it had been since his great capital city had been playing host to the fugitives who'd been slowly boring holes in his empire, and frankly, he didn't much care: the idea that one of the greatest of his creations – one of the crown jewels of his dominion, no less – had been subverted so casually by a bunch of up-jumped apes with a few stolen powers filled him with such anger, such fury, that he could barely stop himself from unleashing it on anything in his path as he travelled.

More than once, a refugee camp loomed out of the wilderness, brimming with human weaklings on their way to slavery or imprisonment, and without even stopping to think about it, Bill had obliterated it with a blast of energy from his eye, scything it from existence with a single blood-boiling beam of light. Seas boiled, deserts were fused into glass, forests blossomed into fleshy stalks of tumorous growth, mountains exploded into mile-wide clouds of shrapnel, and anything even vaguely Earth-like about the terrain he crossed was erased, replaced with fresh nightmares. And all the while, Bill was fuming to himself: how could this have happened? How could they have done this to me after everything I gave them, after giving them the greatest gifts they've been given in their worthless lives?!

He had done everything right, he had taken every precaution, and he had made sure that the zodiac had nothing they could retaliate with. The Four Horsemen should have been his willing slaves, his friends. And yet now they were all escaped and rebelling against him – and the Axolotl was almost certainly to blame, that and the most stubborn, ungrateful bunch of whining losers amongst the group: Fez, Pine Tree, Question Mark, probably Shooting Star's idiot friends as well – all of them had done their best to spoil his fun, to undo his perfect designs and make his chosen every bit as miserable and moralizing as themselves. Why hadn't the three of them just done as instructed and die – over and over and over again, if necessary? All they'd had to do was die, and they couldn't even do that part right! All Pine Tree had needed to do was stay demoted to nonexistence, all Question Mark had to do was continue idiotically taking the bait and running along the endless road, all Fez had needed to do was slit his throat and bleed out in the gutter like the worthless little rat he'd always been – but none of them had done as they were supposed to!

More than once, he'd caught himself thinking the fatal words "it isn't fair," when of course it wasn't supposed to be fair: he'd rigged the games to be as unfair as possible, just as he'd ensured that the first confrontation at the Fearamid had entirely in his favour. Yes, everything about Weirdmageddon and the kingdom that had formed as a result was meant to be wildly and hopelessly unfair, but it wasn't supposed to be unfair to him; it was supposed to be unfair to everyone else… but because of a party-crashing salamander god and a few idiot playthings who didn't know enough to lie down, count their blessings and do as they were told, everything had gone wrong. Everything was unbalanced, everything was uncertain and everything was in chaos – and not in the fun way that he could control.

But he would show them: he wasn't beaten yet. He might not be able to alter time while Shooting Star's abilities were blocking him, and he might not be able to neuter the zodiac, but he still had the power of a god. Light, shadow, heat, cold, gravity, biology, all the forces of the elements and all the hidden energies of the cosmos bent to him. Reality was his to control, and with that power at hand, he would make them pay for the last few weeks/days/centuries of embarrassment.

In all likelihood, the zodiac would have to be put down instead of recaptured, given that their powers had already allowed them to escape prison before. Yes, they'd have to be annihilated right down to the last atom and prevented from ever returning from death. True, it'd be a little upsetting to lose them after all the trouble he'd gone to just to transform so many of them into something new and better, but it couldn't be helped. Besides, it wasn't as if the Four Horsemen of the Apocalypse couldn't be replaced. Maybe, with a little time and a lot of brainwashing, a handful of unfortunate humans could be convinced that they were the zodiac, and the Pines family could live again in a state of hideous torture…

That could wait until later, though.

Now, Cipheropolis loomed below him of him, a tiny speck on the surrounding wastelands, barely an anthill compared to his now-gargantuan physical form. Alongside the barely-populated city, the stolen Forge rumbled busily to itself as it churned out another ton of weapons, machines and aircraft to aid in the rebellion – another perversion of his best work in action.

Somewhere down there, the zodiac were hiding from him. Even with his monumental vision, he couldn't see any trace of them in the streets below, but he could tell he'd caught them at home: at every single region they'd attacked, there'd been a smell – a stench of Weirdness gone horribly wrong; that stink now hung over the city, compressed and compounded so thoroughly that Bill would have choked if he'd had the organs to do so. The zodiac were all here, using his prized capital as a base – along with a few thousand semi-trained troops and a few hundred cyborgs. Of course, that didn't explain what had happened to the other few hundred thousand prisoners and slaves that the zodiac had rescued during their raids, but right now, Bill couldn't have cared less. All that mattered was wiping the resistance off the map.

Raising his hand to the sky, he gathered a bolt of electric-blue energy in his palm and flung it at the heart of Cipheropolis, sending enough raw power arcing through the sky to shatter atoms, vaporize stone, incinerate flesh, and reduce anything bigger than a microbe to ashen clumps.

It stopped about a hundred feet above the ground and froze in mid-air, every last tendril of city-destroying power suspended in time. Even at a distance, there was no mistaking Mabel's own abilities at work, enhanced by the gifts of the Horsemen and god only knew how many months of training.

"OH GODDAMMIT, NOT AGAIN!" Bill roared, now crimson with rage. It had been bad enough when the Shacktron had pulled this shit back before Weirdmageddon, but having the "No-Sell" routine arranged by an entire city – with the help of some ungrateful brace-faced brat – was almost too infuriating to countenance. That sense that people below were laughing at him only made things a thousand times worse.

Sinking his fist into the ground, he tore a football field-sized clod of solid rock free of the cloying earth, sending a colossal seismic tremor rippling across the city as he did so. Gathering the lump of granite into a ball, he wreathed it all the searing power of his own world-ending hatred and threw it headlong towards Cipheropolis, a meteor vast enough to crush the resistance beneath its million-ton bulk and immolate anyone unlucky enough to survive the impact.

But to his frustration, it froze in mid-air as well.

"Alright, smartasses," fumed Bill. "You can stop a few missiles heading your way. You wanna round of applause or something? You really want to impress me, let's just see how you stand up to EVERYTHING I'VE GOT AT ONCE!"

Summoning up all the power at his command, he bombarded Cipheropolis one blast after another. As before, Mabel was clearly freezing the incoming attacks in mid-air, but as Bill's onslaught began to pick up speed, she was having difficulty keeping pace with him: the blasts and bolts were being paused much closer to the ground, the saves becoming hastier and hastier as the assault continued. Already, the other zodiac were making defensive plays of their own in a valiant attempt to help her: some were swatting aside incoming attacks with telekinesis, at least one was vaporizing Bill's attacks through matter manipulation, a few were openly punching missiles and meteors out of the air with superhuman strength, and at least one – probably McGucket – was using the Forge's airship creations to shield the town from the assault. But there were only ten of them, and for all their powers, they could only defend an entire city from so much at once before they started making mistakes.

Again and again, Bill hammered the city with all his might, roaring louder and louder with every strike, pouring all his rage into every life-annihilating assault on the city below. The fact that the zodiac were somehow still holding out and still refusing to surrender only made him angrier, fuelling his attack… and yet, it also made him feel something else, something that he thought his rancour could smother: fear.

If these puny humans could actually resist his full power when they were on the defensive, what would they be able to do if they were able to take the fight to him?

Just how powerful were they, really? With so much confusion in the streets below and so many people rushing across the streets, he couldn't quite recognize the zodiac amidst the fleeing crowds. What must they be like now? The Henchmaniacs – those who'd survived – had only reported a few vague glimpses of the empowered zodiac, so he'd no idea just what his former playthings had become or how strong they were.

Could they actually hurt him? What if they could do more?

Then, he felt time constrict around him like a noose, stopping – just for a split-second. Then, he was free again. He might not be able to control time anymore, but he could still resist having the same power used against him.

"NEAT TRICK, SHOOTING STAR!" he bellowed. "YOU'RE GOOD, BUT YOU'RE NOT THAT GOOD… AND I'M PACKING A HELLUVA LOT MORE HEAT THAN YOU EVER COULD! I'M GOD, REMEMBER? YOUR LORD AND MASTER! RULER OF HEAVEN, HELL, AND EVERYTHING IN BETWEEN! THIS UNIVERSE LIVES AND DIES AT MY WORD! I'M THE REASON WHY THERE'S GOING TO BE ANOTHER HELL WAITING FOR YOU PEOPLE WHEN YOU DIE! AND WHAT ARE YOU? YOU'RE JUST HUMAN – HUMAN WITH A FEW STOLEN POWERS STAPLED ON! YOU'RE NOTHING! NOTHING! NOTHING!"

But what if they're more than that? A chilling little voice in the back of his head demanded. What happens if they return fire… and you're not ready for it?

"McGucket, we need more gunships down here! If we can't block this next round of meteors, the entire residential district is gonna go up in flames! Gideon, see if you can throw Bill's aim off, mess with his head, anything that can buy us some time! Robbie, see if you can shield the last of the refugees with your bodies while Pacifica gets the portal open. Everyone else, keep this place shielded – and as soon as Bill stops blasting us, hit him with everything you've got!"

All was confusion in the streets of Cipheropolis: the refugees they'd managed to rescue from their most recent raid were fleeing in all directions, scurrying for cover under carts and in basements, demanding weapons so they could help in the defence, or just begging for the protection of the zodiac. Meanwhile, the little militia they'd gathered – a little over two thousand armed men and women – was struggling to prepare the city's meagre defences, many of them gathering in large squads in the hope that enough massed small arms fire might be able to distract Bill; the Society of the Enduring were already belching fire and spitting acid in similar attempts at distraction; everyone else was just trying to stop the refugees from trampling each other to death in a panic.

To her credit, Amanda had managed to commandeer one of few Howitzer-style McGucket had built for the city's defences, and was ordering the gun crew to take careful aim at Bill's eye… but frankly, it wasn't going to be enough.

As for the zodiac, they were doing everything they could to shield the city – and it was only getting trickier with every passing second: Pacifica, Mabel and Grunkle Ford were doing most of the grunt work, with Grunkle Stan, Wendy and himself doing their best to deal with any of the missiles that slipped past, but how long could they keep this up? Even if he could move as fast as a photon with a little shapeshifting, Dipper couldn't be in two places at once, and all of them would tire sooner or later.

Panting, he returned to human form and promptly collapsed to the dirt, struggling to recover his stamina before the next assault reached them. He glanced over at Mabel, hoping against hope that she was holding out better than he was. As it turned out, she was sweating, out-of-breath, and barely staying on Sunshine's saddle through sheer force of will; in her arms, she held Waddles like a security blanket – either because she needed reassurance in a time of crisis, or simply because she didn't want the little pig out of her sight.

"How are you holding out?" he gasped.

Mabel coughed, and wiped a few errant trickles of blood from her nostrils. "I've been better," she said. "I think I'm holding back… about fifty-five different things at once."

"Aren't Grunkle Ford and Pacifica moving them out of the way?"

"Sure they are… but as soon as they're done, Bill just piles on more. I don't think we can keep this up much longer, bro-bro."

"We just need to wait for a little while longer, okay? Just until Bill stops firing – then we hit him right back!"

"What if he never stops? What if he just keeps going until we're too tired to fight back?" Mabel took a deep breath. "We need to get out of here, Dipper," she said quietly – somehow managing to make herself heard even over the chaos of the skies overhead.

"What?! Why? This is everything we've been working towards, Mabel! We're supposed to be stopping Bill, and he's right here and now!"

"We're supposed to be stopping Bill by destroying the rune thingies back at the Fearamid, remember? He's not protecting the place anymore, so if we can beat him back to the Fearamid-"

"But we can't do that right now: if we try to run, he'll tear us to pieces! We have to keep fighting, just long enough to really hurt him: maybe we won't be able to kill Bill just yet, but maybe if we can do enough damage, we can force him to stop and regenerate – just like he did after he got his eye ripped out, remember? Then, while he's putting himself back together, we go straight for the Fearamid."

Mabel shook her head. "Dipper, if we keep fighting here, all the refugees we brought back are gonna die. The same goes for Amanda and the rest of the militia: maybe they could keep up with us if they'd been ready and could've gotten ready in time, but we got taken by surprise. Maybe we can hold out long enough to hurt Bill, but the ordinary humans in this city can't; I'm not gonna abandon them – and I know you aren't either."

There was a pause, as Dipper realized that Mabel was right: they'd been caught off-guard by Bill's arrival, and the longer they allowed him to press his advantage, the odds of someone getting killed or worse skyrocketed.

"But how are we supposed to get them out of here?" he asked. "We can't get them onto the ships, not without Bill noticing and carving us up on the way out."

"Maybe we can open a portal to somewhere, just gather everyone up and send them to the Cookie Jar?"

"Then Bill will know where we've been sending everybody," Pacifica shouted. "And even if we don't take them to the Cookie Jar, he'll try to follow us!"

"And we can't take Fiddleford through the portal without setting off the alarm systems in his body and giving Bill a signal trail to follow," added Ford. "Wherever we go, we must take the Forge with us. I'm not leaving Fiddleford behind again."

"But for that, we'd need an airship or the Stanmobile II to tow it – and if Bill sees us trying to escape by air, he'll just blast us outta the sky!"

"Then we need a distraction!" said Mabel. "But what?"

There was a ripple of sardonic laughter from behind them, and a familiar figure in an equally-familiar red coat stepped into view.

"I believe that's mycue to intervene," said Nyarlathotep smugly. The smile was back on his face, and all the more hateful and infuriating for it.

"What the hell are you still doing here?" Dipper demanded.

"Protecting my investment, little shoggoth."

"I swear, if you call me that one more time, you f-"

"Would you prefer it if I called you 'sweet child?'"

"Grrrrrr…."

"Didn't think so. As I was saying, I'm here to protect my investment: the ten of you have become instrumental to my plans, and I can hardly discard you now, not when I've got so much riding on your success and survival. Like your grunkle said, I'm out to save my home dimension, get entertained and earn a big fat compensatory boon from Axolotl; I can hardly do that with you dead, can I? Besides, I think I've got the perfect means of accomplishing a win-win scenario right here."

Dipper's eyes narrowed. "Are you serious? You really think I'm gonna take orders from you, after everything you've done to me?! You think I'm going to listen to word you say?"

"No, but then again, you don't have much choice in the matter, little shoggoth: you can either take this last bit of advice or die here at Bill's hands. Believe me when I say that your sister is right: you and the zodiac are not ready for a frontal assault, not with so much of your powers still untapped, not with your army ill-prepared and Time Baby still in pieces. Besides, even if you could destroy Bill, he'd just come back in a bigger, more vicious form… unless you opt for my solution."

Dipper sighed deeply. "What do you want from us?"

"Absolutely nothing. From here on out, you're officially old enough to ride minus your training wheels. In the meantime, you can evacuate this city, get all your precious militiamen safely aboard your little fleet, and hightail it off to the Fearamid – while I stay here and keep Bill distracted."

"And how are you planning on doing that?"

Nyarlathotep sighed deeply. "By doing the exact thing I said I wasn't going to do," he said bemusedly. "I'm going to fight Bill – but only for as long as it takes for you to get the hell out of here. This will, of course, require me to…" A moue of disgust rippled across his face. "…take a dive. But if that's what has to be done to get this scheme to work, then so be it."

"So you're going to go out there and get the shit kicked out of you?" said Grunkle Stan dubiously.

"In a word, yes."

"And what's to stop you from screwing us over again, huh?"

"I'm glad you asked, Stan. It so happens that I'm screwing all ten of you over even as we speak, but I assume you're referring to the possibility of me handing you over to Bill, so allow me to say that at this moment in time, there is absolutely jack shit stopping me from doing exactly that. Lucky for you, the Nacho Overlord wouldn't be worth the effort of a betrayal. To be brutally frank, you and the zodiac serve my interests a lot better than Bill ever could in his current state… especially you, little shoggoth." He ruffled Dipper's hair affectionately.

By way of a response, Dipper made a noise at the back of his throat that could normally be produced only by alligators and furiously swatted the Outer God's hand away.

"Oh, and for the record," Nyarlathotep added, "I very much doubt you'll actually be able to reach the Fearamid before Bill returns… but by then, it might not matter." He winked. "Now, I'd get this little evacuation of yours underway. I'll be providing your distraction."

"Don't pretend this changes anything," grumbled Dipper. "I'm not going to forget what you did to me just because you're doing something noble for a change."

"Noble? Moi? No, no; as I said, I'm protecting my investment…" And here, a scowl crossed Nyarlathotep's normally-buoyant face. "Plus, it so happens that Bill has been a burr up my ass for far too long, and I've got a few long-standing grudges I'd like to settle with him before this game comes to a close."

He took a deep breath. "Now, if you'll excuse me, I've just got to slip into something more… DIVINE."

And with that, Nyarlathotep's body began to unfold, his human form shifting and twisting and unravelling in a thousand different directions at once, changing in ways that even Dipper would have struggled to describe. The resulting nightmare towered over them by several feet, and it was only getting bigger with every passing second, even as it half-oozed half-flew towards the city gates.

There was a pause, as the monstrosity vanished around a corner, and Dipper realized that he was trembling.

"Right," he squeaked. "Alright, everyone: as soon as Bill's distracted, drop what you're doing and get this place evacuated ASAP; Gideon, I'm going to need all the refugees heading straight for the ships – lots and lots of calming impulses, just so we don't start a stampede. Pacifica, you help Mabel get all these missiles out of the air. Everyone else, make sure everything we need is aboard the fleet or the Forge – people, equipment, whatever we need, it's gotta be there. Now, come on! Let's get this city cleared out!"

Snarling, Bill hammered the city with another blast, trying to cook the flesh from the defenders' bones before they could ready themselves for the next assault, but once again, Mabel was ready for it. With a roar of rage, he doubled down, increasingly the heat even as the power of the zodiac whittled it away.

And then, just as Bill was starting to think that Mabel would soon collapse, there was a sudden rumble, and without warning he found himself standing in a shadow vast enough to encompass all of Cipheropolis. Behind him, four giant pairs of wings fluttered and stretched with the sound of a 747 passing by, casting horrendous silhouettes across the ground.

"Bill Cipher," rumbled a horrific voice, deep as the abyssal tombs of long-forgotten Atlantis and twice as raspy as the ancient whispers that had issued from them. This was a voice that Bill could feel, so deep he could feel his bones reverberate inside his body, feel the tiny ripples inside his blood that the voice had stirred... and there was something else beneath it, something that screamed of dying stars and boiling galaxies, and a void too terrible for even Bill contemplate.

Bill very slowly turned to face the source of the voice, and found himself looking up at something that briefly left his mind scrabbling for a grip on reality – or what was left of reality at any rate. Admittedly, he'd seen stranger things in his time in the Nightmare Realm, but the presence of this anomaly in his dominion was so out of the ordinary that he could barely acknowledge its presence.

Whatever it was, it was several hundred feet taller than him: its body was pitch-black, dotted here and there with vague swirls of nebula-dark purple and tiny crimson eyes. From the waist down, it was nothing more than a mass of grasping, thorned tentacles numbering well into the hundreds of thousands; above its waist, it looked almost human, its arms and torso possessing all the usual proportions and muscles of a man – if a little slimmer than usual… but from its colossal shoulders, four massive sets of wings extended, black-feathered and wide enough to blot out the anti-light of the Rotten Heart's sun. Atop its hairless skull, the monster wore a khepresh – the war-crown of ancient Egypt – sculpted from burnished gold and gleaming obsidian… but beneath the crown, it had no face, only an empty expanse of void stretching from chin to crown, a lightless chasm from which nothing could escape.

But even with no expression visible in that empty expanse of a face, it was impossible to shake the feeling that the monster was looking down on him in open contempt.

"What… are you?" Bill demanded, trying not to let the fear show in his voice.

"I am Nyarlathotep, the Black Pharaoh, the Crawling Chaos, the Dweller in Darkness, the Masked Messenger, the Shadow Behind The Throne, the Haunter of the Dark, the Mandate, the Ambassador of the Outer Gods… and on my days off, I'm occasionally known as Randolph Carter, or Fabian Everyman if you prefer. My titles outnumber all the sorrows of humanity, and I have more guises and avatars than all the agonizing deaths my world has to offer. I am the firstborn son and herald of Azathoth, the Demon Sultan, and I am forever reborn in his mindless dreams… and I am here to make my displeasure known in graphic detail."

For a moment, Bill could only boggle in confusion. "W… what?" he stammered.

"I have walked the twisting paths of my dimension for as long as it has existed, and eons before my universe coalesced, I wandered infinity. I have slain innocent lives beyond counting and saved just as many for no other reason than to confuse them; I have directed the rise and fall of empires and nations; I have mastered arts that saner minds have long since forgotten, and sculpted entire worlds to my specification; I brought the secrets of the eldritch to cowering civilizations while you were still struggling to control Weirdness; I have been known and feared by more people than a mind such as yours could comprehend. I am older, wiser and more versed in the ways of a true trickster than you could ever imagine… and I am not going to see my best work go down the drain just because some impetuous brat from the Second Dimension couldn't keep his greedy little hands to himself."

There was a pause, as Nyarlathotep allowed his audience to digest this information.

"Now, are you going to sit there with that 'I-just-pissed-myself" look on your face all day, or are we going to fight?"

At first, Bill could only blink in astonishment.

Then, he charged.

He didn't know what the hell this interloper really was or why he was here, but he'd been dicked with too many times in the last few weeks, and he was fed up with being frightened by mysterious beings beyond his control. Drawing in as much power as he could, he tripled his physical size, sprouting upwards until he was level with Nyarlathotep's eyeless gaze; opening his eye wider, he blasted him with a single star-pulverizing beam of energy, tearing through flesh and shattering bone and searing the very essence of being from the universe.

Nyarlathotep reared back as if in pain, a gigantic hole burned clean through his chest; for a moment, Bill could actually see the landscape on the other side of him. Then, just as quickly as it appeared, the wound sealed shut and faded away without even leaving a scar.

"Got another one in ya?" Nyarlathotep chuckled.

With a howl of fury, Bill threw himself at the interloper. By now crimson with rage, his body a thousand stories tall and his eye a tarry, smouldering black, he was angrier than he'd been in his entire life: all the fears, frustrations, and paranoia of the last few months had built up to apocalyptic proportions, and now that he was out in the field, all his pent-up anger had found expression in the only way they could – pure, mindless, world-destroying violence.

His arms split down the middle, dividing into dozens upon dozens of slender, fist-tipped tendrils, and with these, he hammered at Nyarlathotep with all his might, fisticuffs raining down on his opponent like meteors, crushing bone, puncturing flesh, tearing feathers from the wings, and crushing the bastard against the very hillside on which Cipheropolis had been built.

But just as Bill thought he might have his opponent on the ropes, a length of tentacles snaked out from Nyarlathotep's lower half and wrapped themselves around Bill's nearest fist, winding swiftly across the next eight arms in line, creeping inexorably towards his undefended eyeball.

"My turn," said Nyarlathotep smugly.

And then it all went to hell.

"Move, move, move! Everyone aboard as quickly as possible!"

"McGucket, how many ships do we have that can carry troops?"

"About fifty in total – more than enough to carry the two thousand soldiers we have in reserve."

"What about fighters?"

"A little under five hundred, all in the hanger of the Forge and ready to go. Same goes for all the Rust Thralls. Where do you want to put the refugees?"

"Argh, they'll just have to stay in the Forge until we're certain we can get a portal open without getting caught. McGucket, can the Forge move under its own power? You haven't strapped engines to it or anything like that?"

"That hasn't exactly been a priority, I'm afraid."

"Screw it. Grunkle Stan, you're up: we're going to need you to tow the Forge again! Make sure the Stanmobile II's ready to move as soon as we've got the ships loaded! Robbie, have you got your zombies packed up and ready to go?"

"About as many of them as I could fit on three ships. Truth be told, I only need a couple of thousand clay men: with the world the way it is, we're bound to find fresh corpses to buff up the numbers. I just need to have zombie Tambry with me, and I'll be okay."

"Rrrriiiiiight. Um, Mabel, how's everything going?"

"I think I've just about gotten the hang of fastforwarding time; we're almost finished up here! What about you, Bro-Bro?"

"Well, I've just about broken my back carrying that last consignment of machines, so… yeah, we're done! Okay, everyone: onto the ships, onto the Forge, ASAP! McGucket, make sure the pilots for the fleet are in place and the engines are ready to go! LET'S GET MOVING! Gideon, do we have anything we can use to cover our escape, just in case Bill finishes with Nyarlathotep too early?"

"…maybe. Give me just a minute to think up something special. Illusionist powers, don't fail me now…"

Groaning, Bill hauled himself out of the dunes, spat a few errant hillocks of sand out of his eyeball and wondered what the hell had gone wrong with the day.

"Come on, Billy-boy," Nyarlathotep sneered. "Is that the best you can do? Is this really the apex of your power… or have I been wasting even more of my time than usual? Let's see a little moxie, young man. Prove to me that you're worthy of my time."

"I DON'T HAVE TO PROVE A GODDAMN THING TO YOU!" Bill roared.

"Oh, but you do. Oh, but you must."

Tearing himself free of the dunes in a vast sandstorm, Bill launched himself upright, completely three-dimensional and sporting fists that could have casually flattened Cipheropolis beneath their city-sized thumbs. With one almighty swing, he brought both down knuckle-first on top of Nyarlathotep's head, crack it open like an oversized egg and spraying Bill with a plume of sizzling gore.

By way of a reply, Nyarlathotep's headless body raised a hand and blasted Bill aside with a trio of midnight-black energy beams, cocooning him in a constricting band of shadows; by the time he'd managed to extricate himself from it, his opponent had already regenerated and was now sporting a fully-intact skull once again.

"You know what you look like right now, Bill? A giant wedge of cheese. Frankly, you fight like one, too. You haven't had much experience with fighting entities on your level of power, young man, and it shows."

Howling, Bill channelled all his power into his eye and sent forth a scorching ray of energy that sliced three of the monster's wings off and carved away several hundred feet of tentacles. Just as quickly, the lost appendages sprouted anew from the bloody stumps, leaving his opponent whole again.

"You see? No artistry, no technique, no finesse, no imagination, just mindless blasting and battering. You're such a creative torturer, Bill; why can't you apply the same trickery to combat? I mean, it's like the moment you get mad, you forget about all your other powers and just start wailing away like a pissed-off toddler with a pair of boxing gloves… which, of course, you are."

Thinking quickly, Bill focussed his energies into a wave of kinetic force, sending the Outer God rocketing backwards across the desert wastes – hoping that it'd be enough to buy him some time.

Nyarlathotep's riposte sent Bill tumbling helplessly upwards into the sky, propelled by a solid blast of antigravity; then, at the very apex of his ascend, gravity surged in the opposite direction and pressed him back down – against the upward surge. Caught between gravity and antigravity, Bill was slowly crushed into a canary-yellow rhombus, before being dumped in an agonized heap on the nearby dunes.

"This is so disappointing, Bill. The zodiac proved their worthiness to me a thousand times over, so why can't you? Do you seriously want that to be on your epitaph? 'Here lies Bill Cipher, outperformed by a pair of thirteen-year-olds and their ragtag friends.' Come on, Billy-boy: you can do better than that."

"I'LL SHOW YOU DISAPPOINTMENT!" Bill howled.

With a deafening crunch of reknitting bone, he wrenched himself back into shape and charged at Nyarlathotep with a vengeance. This time, though, he didn't just stop at blasting him with eye-beams: snapping his fingers, he turned the desert sands into a living mass of glass blades, carving up Nyarlathotep's tendrils like so much calamari. Then, as the Outer God reached down to swipe them aside, Bill ploughed into him at high speed, transforming his hands into a vast pair of devouring piranha-toothed mouths and tearing into his opponent's defenceless torso.

"Come on, you little shit, HIT ME! YOU'RE NOT UP AGAINST DEFENCELESS HUMAN WEAKLINGS ANYMORE! HIT ME! HIT ME!"

Bill's body continued changing shape, lances of interlocking pyramids bursting from his flank to impale his target, his bow-tie expanding into a mass of barbed-wire tendrils, and dozens of eyes expanding across his body and blasting Nyarlathotep with energy beams before vanishing just as quickly.

"HARDER! HARDER! HARDER! HARDER!"

Neon-gold static sliced open the Outer-God's body, spirals of hard light lacerated his wings to bloody shreds, electric-blue explosions tore his faceless skull open, and every particle of Bill's physical form erupted into a pincushion of tiny obsidian knives and began eviscerating the target's body on contact. He even converted his hat into a pyrokinetic torch and bathed the infuriating prick in a solid wave of superheated plasma.

A searing cloud of nightmares incarnate blasted Bill away, cannoning him into a mountain range and splitting all eight thousand feet of it down the middle.

"HIT ME HARDER, YOU UPSTART CYCLOPS BITCH!" Nyarlathotep bellowed. "I STILL CAN'T FUCKING FEEL IT!"

Panting like a wolf, Bill heated all the sands of the desert to the scorching temperature of molten magma and sent it – all of it – rippling towards his opponent in one almighty wave. He tore mountains out of the ground and hammered flesh to pulp with one Everest-sized missile after another. He summoned up the waters of the nightmare-clogged ocean and sent it raining down on Nyarlathotep in a mind-destroying barrage, along with anything unlucky enough to be in the ocean at the time – ships, coral reefs, sea life, drowned sailors; then, he called upon the sky itself to reach down with fingers of crushing air-pressure and squish him flat, reducing his internal organs to liquefied paste. Faster and faster he attacked, not giving him a chance to regenerate, piling on agony after agony until the target could barely move, much less counter his assault.

"AGAIN, AGAIN! DON'T STOP! SHOW ME ALL YOUR POWER! PROVE THAT YOU'RE WORTHY OF MY TIME, DAMN YOU!"

He summoned up hellfire and sent it pouring down on the Outer God in a single pyrotechnic tsunami; he wove the skies into stormclouds and hammered the bastard with quiver after quiver of lightning bolts; he called upon the earth itself to crush Nyarlathotep between its massive jaws; he moulded the earth beneath him into volcanoes and made them erupt one by one, pummelling him with one pyroclastic flow after another; he teleported a forest inside his body, bursting him open like wet paper bag; he repaid the favour from earlier by winding gravity tighter and tighter until it pressed down on him in a wave of compacting, crushing force; he folded space and compressed reality, tearing Nyarlathotep open from the inside out and layering his barely-regenerated tissues across the surrounding desert.

"YES! YES! YES!"

Bill opened a portal in space and poured the raw energies of a supernova down on the target, immolating every last inch of him in purifying flames; he commanded the atoms themselves to consume him, flooding his body with a swarm of ravenous, all-devouring monstrosities that even a runaway nanoswarm would have struggled to outperform. Finally, he reached into the depths of space, snatched up the long-forgotten Jovian moon of Ganymede, then threw it at Nyarlathotep with all his might, sending it tearing through Earth's atmosphere and hammering down on Nyarlathotep with apocalyptic force - all heat, light and kinetic energy being channelled into a single cataclysmic impact.

There was a pause, as the echoes died away.

"…yep. There's definitely gonna be blood in the toilet bowl tomorrow morning…"

Gurgling with rage, Bill warped space and brought Ganymede down on top of Nyarlathotep again.

"Ow."

And again.

"…ow…"

And again.

"…ooorgh…"

And again.

Then, as an afterthought, Bill ripped a few dozen stars from the heavens and scattered them across the pulped remnants of Nyarlathotep's body one by one, incinerating what little was left of him.

"There," Bill panted, as the dust finally settled. "I beat you… whoever the hell you really were."

Belatedly remembering he had a city to destroy, he hovered back to Cipheropolis, still in disarray from his earlier attack, and bombarded it with a beam of energy that would have made the thermal output of a nuclear blast look like a damp firework. As one, the city, the Forge, the fleeing human civilians and the zodiac's forces were bathed in a flame brighter and hotter than any the universe had ever known.

And when he was finally finished, all that remained of Cipheropolis was a crumpled wad of liquefied stone and metal sitting in the middle of the blasted desert.

A quick sniff of the air confirmed that the smell of Weirdness-gone-wrong was nowhere to be found.

The zodiac were dead.

This should have been cause for celebration, for a burst of good-old-fashioned maniacal laughter, but Bill wasn't in the mood. There was no victory in today's battle, no sense of accomplishment in what he'd just done; he didn't even feel even the slightest bit safer now that he'd eliminated at least one threat to his reign and defeated another.

In fact, all he could feel was exhaustion… and a deep and unshakeable sense of creeping anxiety.

Something was still very wrong.

Also, he was in rather a lot of pain at the moment.

Shivering to himself, he floated away, trying desperately to shake the feeling that someone was watching him.

Unnoticed by Bill, some distance from the ruins of Cipheropolis, a veil of illusions fell away – revealing a small but well-armed fleet of airships; at the heart of this little armada sat the Forge, still being towed by the Stanmobile II, still housing the bulk of the resistance movement and its leaders.

As one, the zodiac sighed in relief and thanked their lucky stars that Bill had been too punch-drunk to double-check the area for signs of their survival.

Then, pausing only to issue a few well-chosen commands to their troops, they sent the fleet rocketing away on a pursuit course, discreetly following Bill through the trail of portals he'd left in his wake.

…all the way back to the Fearamid.

"…ow…"

Somewhere in the ruination of the Rotten Heart, the ashen remnants of Nyarlathotep stirred, and very gradually began to piece themselves back together again.

"…well, that could have gone a whole lot worse. Ow."

Bit by bit, the Outer God's humanoid avatar slowly peeled himself off the vitrified sands, and groaned languidly as he plucked a battered phone from the wreckage of his being. With newly-regenerated fingers, he dialled a familiar number, chuckling to himself with vocal chords that were still reassembling themselves.

"Aaaargh. Hey, Axolotl? Nyarlathotep here: we've officially entered crunch time. The zodiac are safe for now, but they've lost their current base and they're on their own. I'm currently licking my wounds, I can't tag along with them anymore… and I'm confident that the next move is going to be a full-scale attack on the Fearamid."

"Do you think they're ready?" Axolotl whispered.

"As ready as they ever will be. A little time manipulation on Mabel's part might give them a few precious months of refinement squeezed into a day or so, but we can but wait and see. If you're going to get ready for the final fight against Bill, now would be the time. The climax is in sight, and your charges are going to need you raring to go for when the runes are destroyed."

Nyarlathotep cackled wickedly to himself, and winced as the laughter brought a trace of unwanted pressure to a recently-pulverized internal organ.

"Oh yes," he chuckled. "The pyramid is falling. Ow…"

A/N: Aaaaaand I will welcome theories and questions and translations of the code!

This chapter's soundtrack is "Ambush Attack," from Final Fantasy IX.

And now for the code:

Dv'ev lmv ozhg yivzgs yvuliv gsv uzoo
Yvuliv gsv vmw, dv zoo hgzmw gzoo
Rg dlm'g yv olmt fmgro gsv wzb
Gszg vmgilkb hdvvkh gsv gsilmv zdzb