Marx woke up just before sunrise. The jester forced himself to leave the warmth of his companions, eyes still mostly closed, and wander over to the window on the other side of the room to gauge the time. A single ray of sunlight had appeared, signaling the start of a new day. What are the odds that today will be a good day? Probably the same as usual. He chuckled a bit, equally bitter and humored. They had set themselves up against some tough opponents, and their chances of succeeding was slim to none. Yet, he believed that there was the tiniest bit of hope, like the single ray of light he was observing. The light was small, but it was warm and growing. Marx knew how to survive by any means, and no statistics were going to stop him from trying. That was what kept him alive this long (not that death was exactly an obstacle). Act like everything was under control. Put on a show of overwhelming confidence! Do anything to get the upper hand, even if it meant lying, cheating, or fighting. Popstar was harsh and cruel, and it cared not for those that played nice. Marx did not play nice. Not usually anyway. Not until he made friends. He sighed, turning around to see if they were waking up yet.

A few possibly significant things made him pause. The first thing Marx noticed was that Magolor was no longer wearing the crown that once almost crushed him like a walnut. The second thing he noticed was Mr. Waffle staring at Taranza expectantly, waiting for him to wake up in the same manner a loyal pet would. The last thing he noticed, and the most baffling, was a smaller creature like Mr. Waffle sitting in the middle of the floor making them breakfast. It hummed an upbeat tune as it used a sword to chop up various fruits and vegetables and then putting the bits into bowls.

The creature noticed him and conjured a clawed hand to wave at him. "Hii!~"

"Hey..." Marx responded blandly, unsure if he should prepare to fight or run for it. It was too early to decide. "I'm, uh, guessing you're not going to eat us or anything, right?" Maybe Taranza was right. Maybe these weird things are nice?

It nodded it head. "Yes, yes! I wanna help!"

"M'kay," the jester continued awkwardly. Might was well stall for time. "Got a name or something?"

The one-eyed creature looked disappointed. "No... We don't give names... Will you give?"

"Uh... Sure, why not?"

The Dark Matter practically shook with excitement as Marx quietly started looking through the abandoned junk for books. If I name it, maybe we'll be spared some kind of wrath? I don't get this thing! It looks totally evil, but it acts like a kid... And what's up with Magolor?! It's still too early for this crap! Marx eventually found a recipe book with many worn and missing pages. He quickly picked it up in his teeth and brought it over to the giddy creature.

"Alright, here. There should be lots of names in there. Do you want to pick something you like?"

It gasped in surprise and covered its face in embarrassment. "Yeeeeeessss." The Dark Matter picked up the book (upside down) and began flipping through the yellowed pages. "Mmm.. Yes. These are words," it confirmed in a matter-of-fact tone. It knew common speech just fine, but reading had never been that interesting. Dark Matter communicated through thought and sound, so they had no written language at all; very few of them could read. But pictures are symbols, and symbols are pretty! It dropped the book on the ground and pointed to the symbols it liked best. "Here!"

Marx glanced at the words and read them aloud, "Old-fashioned Honey Cake with Chocolate Chips." He awkwardly shuffled his feet as he met the creature's gaze. "That's a bit long for a name. How about something shorter like... uh... just Honey?"

"Hooooney Caaaaake," it insisted. Yes, that had a nice rhythm to it. That was definitely, absolutely a good name.

The creature went back to chopping fruit while Marx turned on his heel and nudged Magolor with his boot. They had been in Butter Building for far too long, and the longer they stayed, the more likely they were to get cornered there. The jester wanted nothing more than to find Rick's cohort, get the Star Rod pieces, and get the heck back home. As Magolor groaned upon the rude awakening, Marx glanced at their travel bags. The crown sat among their things, placed upright with care. Are we better off with or without it? It made him stronger... but it gives me the creeps, too...

"Hn? Is it morning already?" Magolor's twitched in slight irritation, apparently not aware of the sudden change.

Marx did not let the subject slide. "Hey, hey. So... notice anything different today?"

"Different?" The Halcandran looked past him, immediately spotting the two Dark Matter. His ears pinned down in fear when he recognized the strange creatures and remembered the craziness that conspired last night.

His jester friend cut in before he could comment on their presence, "Not them. It's fine for now. I'm talking about your.. uh.. your head." Deciding not to waste anymore time, he nodded his head towards the crown. "That thing's over there. You must have taken it off last night. How did you manage that without squishing you head?"

"Huh?!" Magolor's hands flew to the top of his head, finding nothing there. "I don't remember taking it off. I-" He paused, thinking about everything he had learned from the crown. He was not sure how to explain everything, so he opted to tell half the truth, unaware that it was the whole truth. "Mr. Waffle came here last night and got really upset around the crown. He must have taken it off for me when I was asleep."

Marx glanced at the creature, now seeing it a bit differently. An enemy of something that scary-looking can't be any good. "Maybe it's watching out for us. That crown was creepy anyway. You look better without it."

"Hehe... Yeah. It's for the best. Are we ready to go?" Magolor tried to relax and forget what had happened. There were more important things to deal with right now.

-

The morning was alive. A moderate breeze was stirring, birds were singing, and the air was warm and smelled faintly of flowers. These wonders were ignored, however, as the four prepared themselves in a room just below the top floor of the building. It was time to face Coo and figure out how to get any Star Rod pieces from him. Marx had already planned out a few courses of action for them to take. Rick had given them instructions to give their piece to Coo for safe keeping, but that contradicted the task given by Meta Knight to restore the Dream Fountain. Marx's first plan was to fabricate a story that Rick had asked them to collect all the pieces and hide them somewhere else as a trial of sorts for buddy-ing up with the Animal Friends. Marx was an excellent liar and had no doubt that he could craft such a tale and sell it. Unfortunately, his companions were not so reliable. Magolor could make a decent story, but his nervous stutters would give him away. Taranza hated lying and would likely give away too much truth or refuse to speak at all, making their presence too suspicious. He did not trust Galacta Knight yet and made it clear that he would hang back and take no part of the plan. The jester breezed through a few backup plans just in case his lie fell flat and double checked that they were prepared for anything. They were not ready, of course, but there was no more time to waste.

Marx made sure to be the first one on the rooftop, followed silently by his two companions while Galacta listened quietly through the doorway for trouble. He was surprised that Coo was alone. Then again... he probably did not need any help. The purple owl was bigger than they were and wore the look of someone who was rarely surprised and even more rarely pleased about something. Coo did not even seem shocked that someone had come to his perch. He sat still, dangerous talons digging into the stony ledge of the roof, breeze ruffling his feathers. There was a nest of twigs and leaves nearby that Marx guessed would contain the valuables they needed.

Marx squashed his urge to hesitate or fall back and put a skip in his step as he approached. "Hey, hey, hey, Mister," he called out with cheer from a respectful distance, "My friends and I are looking for someone named Coo! That's you, right?" As practiced, all three gazed at the bird with wide and curious eyes. "Wow, your just as cool as they say! I heard about the Animal Friends at school, and we really wanted to join you guys! You guys take recruits, right? I sure hope so!"

"You know this is a gang, don't you?" Coo's cold response made their smiles waver for a moment.

The jester recovered quickly and nodded his head obediently. "Oh, of course! We know all about that!" He looked sadly at the ground, causing the others to mimic him. "It would be nice to have some tough friends around. You see, with so many scary knights around, we can't play outside very much. It's so hard to have any fun! I heard rumors about how tough you guys were and that you got to do whatever you wanted, so I decided to look for a recruiter." Magolor and Taranza nodded their heads quickly as Marx continued. "I told my friends, and we decided to join together! We met Rick by pure chance a few days ago, and he told us that we might make it in if we hide some important things for you! Um... these little broken bits, he said... I'm not sure what they are, but it must be worth it, right? We know tons of good hiding places!"

"Seriously?" The owl sighed and shook his head. "Of course Rick would hire kids..." Coo paused for a moment to collect himself. He stared them down blankly. "Look, you kids seem... nice... but this is rough business. I think you should go back to wherever you came from and waste your time with whatever it is that teenagers do these days. Go to school and pretend to learn or something."

Marx could see that they were losing ground, so he rushed on. "Wait! We really are tougher than we look! We know how to fight and defend ourselves! I bet someone like you could teach us even more, too!"

"No dice, half-pint," Coo said as he turned his head. "Rick makes hasty decisions, and I don't think you would last with us."

The jester put on a heartbroken face. "If you let us, we can prove it! Please, let us collect those pieces for you, and we'll prove that we can do it!" All three gave him a pleading look, as though near tears.

"No," Coo stated simply.

"Please?" Marx begged.

"No."

"Pretty please?"

"No."

"We'll do anything."

"No."

Marx was stalling while thinking of the backup plans. None of them seemed good enough for an opponent so solid and immovable. Well. Desperate times call for desperate measures. Time to bring out the big guns. "Wait! There's an important reason why I want to join you!"

"And what could that be?" Coo replied with disinterest. "Nothing you say can change my mind."

Marx swallowed his pride, took a step forward and pleaded desperately, "I'm here because I love you!"

"What?" Coo, for once, was surprised.

Magolor pulled his hood down over his eyes so that he could not see the crash and burn of their plans as Marx continued. "There's never been anyone else! No one could possibly compare to someone as strong and intelligent as you are! I want to be with you until the day I die! My heart beats only for you!"

"That is disgusting," Coo moved away from them on his perch. "I'm old enough to be your father... or grandfather depending on the lifespan of your species. What even are you?"

Taranza had already turned around and headed towards the door to get Galacta Knight. Marx turned to his remaining companion and whispered harshly to him, "I'm dying out here, cover for me!" He turned back to Coo. "And my buddy here likes you even more than I do! Tell 'im!"

"Uh... I..." Magolor had no idea how to begin, despite Marx's brief coaching earlier. He remembered bits and pieces of words, so he threw them together in hopes of being right while putting on his most confident smile. "You. Are. Hot. Because of... reasons. Not the sun! But. Your... soul? And your great! Really great! I love. Your face. We should... definitely hang out! Somewhere. Um... You're cool! So cool! And... handsome? So. You should. Probably. Date me? Please?" His face was red and burning with embarrassment.

Marx hung his head low and closed his eyes. "We're fucked."

-

[Five minutes later]

Galacta Knight rushed to the roof, lance at the ready for the first sign of danger. Taranza followed closely, not as concerned. What he saw was definitely not what he expected. Magolor was sitting on the ground, red-faced, and quietly uttering "stupid, stupid, stupid." Meanwhile, Marx was chasing a large owl around, throwing compliments with the same harshness as throwing a rock instead.

"Baby, wait! Age is just a number!" He screeched with teeth bared.

Coo was flapping his wings hard to avoid the jester. "Get away from me! You kids are crazy!"

Galacta intervened by stepping in Marx path, forcing him to stop his pursuit. "What are you doing?! Do you have no shame? This stops now."

Before Marx had the chance to fire back, Coo beat him to it. "Are these your kids?!"

Marx paused at his reaction. The knight in front of him tensed as if stricken. The feathers of his one good wing ruffled and tucked itself closer to his body. He sucked in a small pained breath. These reactions were short and unnoticed by all but Marx.

He recovered quickly and gave a small bow in respect. "I am very sorry if they caused you any trouble. They are fond of getting themselves into messes. I hope you can forgive them."

"They certainly did cause me trouble!" Coo responded, though he visibly settled down. "This is no place for kids to be running around unsupervised! You're lucky they ended up here and not somewhere else! Shouldn't you all be in knight territory anyway? This place belongs to the Animal Friends."

Marx began to sneak around Coo to see if he could find the Star Rod pieces while the bird was distracted. Galacta noticed this and kept him talking. "We were actually on our way back to the castle, but my boys ran off while I wasn't looking. Again, I apologize for the trouble. I acknowledge that we have absolutely no business here. I assure you we are only passing through. I have to admit though, this place is impressive. It's defended against knights and still runs smoothly. It's quite admirable."

"Well... It's no small feat!" Coo boasted, puffing up his feathers with pride. "But we have strict rules here, and we keep communications open with places all over Popstar. Nothing happens that we don't know about! There's nothing that could slip by us. You knights best remember that!"

Galacta spared a glance at Marx. The jester was rummaging through a nest and emerged with two fragments of the Star Rod between his teeth. The knight quickly reassured Coo that he was taking the words to heart. "Oh, of course! I don't doubt it for a moment! I always thought your community was fascinating, but in my line of work... well... I'm sure you can guess why I can't learn much about it."

"I hear you," Coo nodded in understanding. There was a hint of sadness in his eyes. "We hear a lot about knights and what Meta Knight does to people who upset him. If I were in your shoes, I wouldn't take any risks either. It's a shame about the kids though. They won't have much of a future. No wonder they wanted to join so badly. I'd rather be in a criminal organization than be tortured by a lunatic. That's what the Animal Friends are for. We don't tolerate him or his ways, even if it means playing dirty to stay alive." He paused for a moment, thinking. "You know, I don't think we can help you... but we might be able to help out your kids... Get them somewhere safer, you know? They might be annoying, but we could teach them manners. Do you want to think about it?"

As Marx placed the pieces into Taranza's bag, Galacta genuinely considered the offer. He did not want them playing this long-winded game with Meta Knight. The more they dealt with him, the more trouble they would be in. The more they toyed with his patience... If they were with the Animal Friends instead... He shuddered. Meta would level the whole planet to make them pay for the betrayal. "That's... a kind offer. I really appreciate it, but I can't give a proper answer now."

"No problem," the owl replied in a gentle and understanding way. "There's a lot of pressure to stay where you are. Whenever you change your mind, we have members just about anywhere to send messages through. Messages get to us fairly quick. Messages by air come to me, Rick handles land dwellers, and Kine takes in everything from the waterways. Let us know if you change your mind."

Galacta gave him a deeper bow and motioned for the other three to head for the door with a free hand. "Nothing I do could possibly repay your kindness. I will consider your offer. I better get my boys out of here before they do anything else."

"Please do," Coo chuckled, "If you are in a hurry to get back to the king's castle, you should probably head up through the clouds of Grape Garden to avoid the land traffic. It would be even wiser to fly over Yogurt Yard. We've lost a lot of friends to those mountain caves. Just avoid the mountain and head for Orange Ocean. From there, it's a straight shot through the center of Popstar to the castle." As they all turned to leave, he called out to them a final time, "Drop by anytime. It's been ages since I've talked to someone with a brain!"

"But we don't actually need to go to Orange Ocean," Magolor protested as he grabbed his bag, crown rattling inside.

Marx shoved the last chair from their barricade away to clear the exit of their soon-to-be-abandoned base before facing the Halcandran. "We do, but not for the reason Coo has in mind. He said that another Animal Friend controlled the waterways, so that friend probably has more Star Rod pieces. We need to put this thing back together so we can go home."

"What do you plan to do then?" Galacta Knight was not letting the subject go as easily as Magolor. "When the Star Rod is complete. you'll have to pick a side. Who do you plan to betray? Meta Knight or the Animal Friends? Either choice will end is disaster."

The jester growled and refused to look at him. "Can't you just trust me and take things one step at a time, old man?"

"No," the knight stood firm. "Not when you're putting other lives on the line. Whatever you do, you will drag Magolor and Taranza down with you. Do you have a proper plan or not? I'm tired of arguing with you, Marx."

Marx glared daggers at him as the room fell silent. The knight could see that he was thinking deeply, perhaps even plotting. After a full minute, he barked at order at Magolor, "You, go outside for a minute. Have Coo mark some destinations on our map. Go."

He almost argued, but Magolor obeyed. Marx wanted him out of the room to question Galacta Knight, who had been shrouded in mystery for far too long. The knight realized he was cornered when the door was shut with Marx guarding it and the window blocked by a more concerned Taranza. The eyes of the Dark Matter were visible in the shadows of dusty furniture, but they could not intervene in the choices of mortals. Galacta had no way to back out of the conversation this time. Upon realizing this, the knight tensed and took a defensive-soon-to-be-offensive stance, wing spread wider and hands curled into fists. Galacta was not sure what to do with both of them ganging up on him at once.

Marx sneered at him as he stalked closer, "So what's your deal with Magolor? I saw those weird hurt looks up there. You better tell us everything now or I swear I'm throwing you out of that window!"

"Just tell the truth," Taranza pleaded, attempting to be a little more sympathetic and keeping a respectful distance, "Keeping secrets doesn't help anyone! If we're a team, we need to trust each other."

When he did not answer right away, Marx got right in his face. "You some kind of stalker? A creep? Getting a kick out of following some kids around? Think we're easy prey, do you?"

"No! No! Absolutely not!" Galacta Knight tucked his wing in defensively, making himself look smaller, "I just... I can't tell him the truth. You just have to understand."

The jester continued to glare at him. "So it is specific to Magolor."

"It's not your business," the knight insisted, now growing agitated.

Marx held his position in front of him, not bothered by the significant height difference. "He's my friend. His business is my business."

"I can't," the knight mumbled in a way that seemed familiar.

"I'm not giving you a choice," Marx persisted.

"You... You don't understand," Galacta complained, "Ignorance is better when the truth is terrible. Wouldn't you rather be blind if all there was to see was horrors?"

Marx gave his answer immediately, "No. I'd rather face horrors than be a stupid coward."

"I'm not a coward!" The knight's voice rose slightly in pitch.

Taranza shook his head at him in distaste. "You need to act like an adult. You whine just like Magolor does."

The knight flinched, and everything finally clicked in Marx's mind. The random bits of information and suspicious puzzle pieces finally snapped into place. The flinching, the staring, the barely held tears... The near forced politeness, the compliance that was occasionally replaced with bold defiance, the flaring temper... That funny voice change while whining about something that hit too close to home... Two identical pairs of red eyes.

"He's your kid," the jester whispered, both shocked and somewhat appalled.

No response.

"You're here because Magolor is your kid," Marx stated again.

No response.

"And you kept that nice little fact to yourself this whole time," Marx glared at him with renewed fire. "What is wrong with you?"

The knight gasped for breath, and Marx realized he was crying. "I lost my world! My people are almost extinct! My children died in my arms! Don't you dare make assumptions about me," His body began to shiver as his anger extinguished. "I wasn't there for my wife," he shuddered violently and only avoided falling face-first into the floor because Taranza shot forward and his hands darted out to grab him. "I abandoned my last child... my lost child... I'm terrible... so vile! He's better off with this family that he chose himself... than a monster of a man... a pathetic excuse for a father." He slipped out of Taranza's hands, intent on laying on the floor.

"Stop," Marx muttered through his teeth, "Stop it." He looked halfway between angered and guilty. He had not expected this.

He was not finished yet. "How could I tell him?" Galacta's voice dripping with self-loathing, "How could I look him in the eye and tell him that everything is gone? How can I tell him there is no hope? ... Well? Is that what you wanted to here? Are you satisfied now?"

There was a moment of silence. No one had expected this kind of revelation. The old knight lay curled up in a tight ball, tears leaking through his mask and falling to the floor. Marx watched with a look that morphed into horror. He was not the type to show his true emotions to others. To watch someone he assumed to be an enemy completely break down was unthinkable. For once, he did not know what to do. The ever scheming always clever Marx was baffled and broken. Deep down, he felt moved. Deep in his mind where all the tender, sensitive, personal thoughts and feelings were hidden away from the universe. There was a twinge of something painful, the knowledge that no one had ever regretted leaving him behind. People did not miss Marx. No one looked for Marx. He traveled all of Popstar and no one ever looked for him. He grew up believing that, deep down, no one actually cared about anybody. He took several steps back as his heart pounded and his eyes stung. This was real. Not thoughts or assumptions about the world in his head. Real pain and suffering. It was not the brief pain of getting torched or falling into a pit. This pain lasted forever. But it was proof. People do care. It is real. The air felt too thick to breathe. He had been wrong. He had been prepared to kill this man whose only mission was to... let his child be happy. Marx was wrong this time.

He ran. Marx could endure the crisis no more. He fled their base before Taranza could stop him. The spider knew that he was upset, too, though he did not understand why. He turned back to the sobbing knight. Slowly, Taranza sat down in front of him and waited for him to do something. After a few minutes, Galacta lifted his head to look at him.

"Leave me here," the knight tired stated, "Just keep going."

The statement was ignored. "I have something to say about what you did," Taranza told him.

"What?" He let his head drop back to the floor in exhaustion.

"It was wrong to lie," the spider began, "and you knew that. You should have told the truth right away, even if it was bad news." He frowned and put his hands on his hips. "You said that you didn't want to tell him that there's no hope, but how awful would it be if he found that out later? After working so hard to find the truth? He'd be really sad. Who cares if the rest of your people are gone? At least you'd have each other. Right now Magolor thinks he's all alone."

For a time, there was silence.

"I'm alone."

The comment forced Galacta Knight to look at him.

"I can't remember my family or my home," the spider stated blankly while tracing lines on the floor. "I don't have many memories at all. I'd give anything to have them back. All of them! I even want the sad ones. I want them because they are mine, and they are part of my life. If you don't tell him the truth, you're stealing part of his life. Stealing is a terrible thing to do to someone you care about."

It was the most that he had ever heard Taranza speak, and it was perhaps the most significant wake-up call the knight had ever received.

"Get up!" Taranza urged while tugging on his arm and shoving him towards the door. "We still have a job to do, and you have to apologize and tell the truth."

Galacta did not speak as he finally rose to his feet. He stood deathly still for a full minute, contemplating. Memories of home. Thoughts of his beloved Scoria whom Magolor was a near exact replica of. The meaning of family. He had been far too close to forgetting it. He almost gave up to sit in his own tears of regret and shame. He had almost chosen to give into his cowardice. No more.

Taranza gasped when the knight reached behind his back and tore off the bandages holding his injured wing. He stretched his wings wide, preparing to take off. No more stalling or playing around. Now was the time to act.