It was boring, watching the big armored lunk wandering aimlessly around the blasted Wastes, and it was damned irritating, the way he and the scruffy little peasant kept wittering at each other. Juno had wandered out of the throne room in short order, packed a bag for Everlight.

"I'm off to the beach!" she declared. "I need some sun, and maybe a pretty elf boy or two."

"You're going out now?" the peasant girl demanded. "When he's out in the Wastes?"

"Oh, he'll be fine." Juno shrugged, unconcerned. "He always is." She snapped her fingers. "Hurry up, Quaver."

The jester scuttled to the portal with a jingle, struggling under the weight of several bags, an umbrella, and what looked like a lounge chair.

"Oh come on, you can't just order him about like that!" Kelda protested. "He's not yours, after all." She turned to Gnarl for help, found him simply staring at Juno, smiling rather vacantly. She huffed. "Oh, fine. Do what you want, just make sure he comes back in one piece. I think the Witch Boy's a bit fond of him, for some reason."

"I used to sing him lullabies," the jester piped up.

"Oh, yes, I remember," Gnarl said faintly. "I recall he kicked you out a window after that. Said his ears didn't stop ringing for days."

"Come on," Juno demanded.

"Yes, coming Mistress, coming!"

He scurried after her through the portal into the Everlight jungle.

"That was clever, Mistress, very clever!" he complimented her, dropping her things with a crunch that made her wince. "Make them think you're going out to the beach, and-"

Juno was pouting.

"But I do want to go to the beach," she muttered.

The little creature was resolutely marching off into the undergrowth. After a moment she sighed and picked up her skirts, struggling after him.

"Fine," she snapped. "But after this, I have got to work on my tan!"

The jungle was awfully dark, and there were strange sounds in the underbrush. Juno shivered, feeling eyes on her back. She turned, saw nothing but a brightly-colored parrot and a few frogs. She shuddered and pressed on.

"Quaver, hang on!" She shook a stick loose from her sandal. "Oh, my shoes are going to be absolutely ruined."

She pushed her way into a clearing, almost ran straight into the jester. He was goggling up at the trees. Juno followed his gaze, squinting. The trees were covered with some sort of downy floss-

In an instant, she realized that the branches were covered in thick swathes of spiderwebs. Dark, arachnoid bodies moved beneath the boughs, hissing. She swallowed. There were an awful lot of the things.

"You know what," she whispered. "On second thought, I'm not really sure about this. Let's head back."

"Lead the way, Mistress."

She heard a hiss behind her, whirled. A massive spider clung to a tree trunk, mandibles flexing.

"Oh. Oh gods."

She suddenly wanted nothing more than to hit it with her shoe.

"Stand still, Mistress! Perhaps they can't see us if we don't move-"

She felt something hit her shoulder, turned and looked into faceted eyes. She screamed, flailing at the spider, staggered backwards into a web.

"Oh, damn it!" She tugged at her toga, hearing it tear. "I'm never going to get this sticky stuff out of my dress!"

Something skittered down the back of her neck, and she felt twin pinpricks as the spider bit her. She swayed, vision blurring, as a tall woman walked out from amongst the webs. She was entirely naked, but for a featureless stone mask.

"Welcome, sister," the woman said, voice thick and sibilant. "We are so glad you've come to join us."

-x-

Juno woke slowly, tongue thick, head throbbing. For a moment she wondered where she was, how much she'd had to drink the night before. She blinked as her vision resolved, found herself staring up at a vast and rather tasteless sculpture of some kind of terrible spider goddess. She tried to sit up, found that she was bound at the wrists and ankles with what she could only assume was spiderweb. She looked over, saw a long knife and a ceremonial-looking bowl. Quaver, it seemed, had scuttled off to some dark corner.

"Good. You're awake."

The masked woman stalked towards her, flanked by a pair of masked male acolytes. Despite her predicament, Juno found herself eyeing them appraisingly. Both, like the woman, were entirely nude, and entirely easy on the eyes.

"What's this all about?" Juno demanded. "Are you going to sacrifice me or something? Because, if you're going to kill me, I'd rather it be someplace a bit classier than this tacky mess."

"Sacrifice you?" The mask made her features unreadable, but the woman sounded surprised. "No, my sister. We've brought you here to join us."

"Join you?"

"The goddess Arachna loves women like us," the woman declared. "I am her high priestess, but she calls others to her- calls her daughters home."

"What do you mean, 'women like us'?"

The woman swayed closer, her hips moving hypnotically.

"Powerful women. And..." she trailed a finger over the chest of one of her acolytes. "Sometimes, men, too. Daughters of sucubi. Sons of incubi. People with demon blood running in their veins, with the power to seduce and control."

"I've been accused of being a succubus before," Juno said, amused. "Also, a witch, and a sorceress, and once, even, a vampire. But I don't have any magic at all. I'm completely human."

The trio of masks stared down at her, and she found herself looking up into wide, mad eyes.

"Are you so sure?" the priestess purred.

They were insane. All three were insane, and they had her bound next to a very large knife that was still of uncertain purpose.

"Okay," Juno said slowly. "Sure, okay, I'm a succubus. I'd love to join you and your spider cult, of course. But why do you have me tied up?"

"Oh." The priestess slid off her mask, and Juno stifled a scream. "It's just a formality. Some of our new...initiates...tried to run away at first. We fixed that problem."

The woman's face had been mutilated, mutated, chitinous black growths bursting through her skin. A second pair of faceted eyes blinked above her brows, and mandibles worked wetly in the ruin of her mouth.

"Oh," Juno said weakly. "I can't imagine why."

"We're going to show you true beauty," the high priestess said, taking up the knife. "We'll remake you into the image of the Goddess, and then we'll show you true power-"

"Hang on a second!" Juno demanded. "Before you...um...go to all this trouble for me, don't you think you should be sure that I even have this power thingy you're talking about?"

The woman tilted her head.

"But don't you want to be beautiful?"

"I am beau- I mean, sure, sure, but it seems like an awful lot of work for you, especially if I don't turn out to be what you're looking for. Isn't there some sort of test or something I could take? Just to make sure I'm the right fit for your cult thingy and all."

"But the spiders chose you," the priestess said slowly.

An acolyte touched her arm.

"Perhaps, High Priestess, they simply wanted to eat her. It's happened before." He looked nervous. "We can't risk the displeasure of the Goddess, not after what we let happen to the Spider Queen."

"Oh, damn, you're right." To Juno's immense relief the woman pulled on her mask again. "Very well, my sister. We will put you to the test."

She cut the spider silk and led her out to a high platform.

"Behold, my brothers and sisters, your new sister! Soon, she shall leave her old name and face behind, but first...she shall be tested!"

Juno swallowed hard, finding herself staring down at several dozen blank stone faces. Hundreds of spiders swarmed over the walls.

"Behold, the sacred egg sac!"

The high priestess held a strangely-carved rock above her head, deposited it into Juno's hands. Juno swallowed hard, trying not to gag as she felt it pulsating. The carvings seemed to glow and pulse in time with her heartbeat, sickly green, and the thing felt obscenely alive.

"Let the Goddess test her!"

She felt her mind being funneled into the stone, looked down and saw hundreds of tiny black bodies swarming towards her. She stifled another scream as the spiders blanketed her, trying not to breathe as they covered her face. She could feel their minds, she realized with revulsion. The stone was acting as a conduit, letting her sense the spiders...and control them. She reached out gingerly, and the little spiders scurried away beneath the stones of the temple.

"The Goddess has tested her, and found her worthy!" the priestess exclaimed. "Now she can shed her old face, and join us in worship!"

"Yeah, about that." Juno hefted the stone. "Change of plans."

"What?"

The priestess turned towards her, shocked. Juno brained her with the relic.

"How dare you!" one of the acolytes howled. "The sacred egg sac is not a weapon!"

"Seize her!" the other ordered.

"Stay back!" She snapped. "Or I'll smash this stupid thing!"

"You can't smash the sacred egg sac!" One of them snapped.

"Watch me!"

"No, I mean, it's unbreakable."

"Oh. Well, in that case..."

Juno reached out, calling the spiders. They swarmed up over the platform, falling on the acolytes. She smirked.

"Good boys," she purred.

A particularly large and hairy spider crouched in front of her, wiggling its back. She stared at it, nonplussed. It reached out and brushed her thoughts, making her shudder, and she realized that it wanted her to ride it. She climbed gingerly onto its back.

"Ew, ew, ew," she muttered as it scurried away from the temple and the pursuing shouts of the cultists, suppressing the urge to hit it with a stick until it stopped moving. "Ew, oh gods, ew."

The spider stopped in front of the portal, and she clambered off gratefully, feeling as though she'd be scrubbing herself clean for days. Quaver gave her a shame-faced grin.

"Er, Mistress! Glad to see you're alright. I just thought I'd make my way back here and, er, guard the portal."

"Sure you did."

"Er...shall we, er, head to the beach, Mistress?"

"Hmm." Juno looked down at the stone, smiling. "No, I don't think so. For once, I can hardly wait to get back to the Netherworld."

-x-

Fay stared ahead, clinging to the rail, swaying, sickened. She'd felt her subjects die, heard their screams echoing in her ears as the Scourge had drained her shrines. All that death, she thought, and it still hadn't been enough to charge his artifact.

Part of her wanted to hate the Scourge, blame him for the chaos that he'd brought to her realm. But she'd been the one to invite him in, after all- she had even shown him the way. She, and she alone, was to blame.

She heard his heavy tread, sensed the faint pain of the grass as it died beneath his boots. His very presence here hurt her, was killing her realm. If she were a proper queen, she thought wearily, she would have known how to stop him and the Empire both. Instead, she had sacrificed her subjects for nothing, sending them to a death they couldn't understand, and could never forgive her for.

"What great magic your artifact must have once held, Dark One," she said softly. "Even the power of my shrines could not revive it."

"They didn't suffer much," he told her. "Your subjects."

"No," she said, her eyes filling with tears. "No, I felt them, Dark One. They suffered. So many have died." She felt very, very cold. "So many innocents. It was I who condemned them...so it is only fitting that I walk the same path."

He stared down at her, inscrutable, towering over her. He was like a figure out of legend, she thought, a dark force or a divine punishment.

"Please," she whispered, trying not to feel frightened, failing. "Before I change my mind."

"I will be quick."

His magic lashed out, wrapping crackling tendrils about her mind. She gasped, back arcing, as she felt his will enter her, met his mind with her own.

She'd been a girl of thirteen summers again, curled up in a hollow tree trunk, hoping that no one would find her. She was crying and didn't know why. Everything had suddenly felt so heavy, the weight of her blood too much to bear.

"Fay?"

Oberon's voice. She'd sat up, knowing she couldn't hide from him. He'd seen the tears on her cheeks and had gone to her, wrapped her in his arms. He hadn't asked her what was wrong, she realized. He'd known.

"Father," she'd choked. "Father, I don't know what's wrong with me. I hurt, Father, and I don't know why."

"Oh, little Fay." He'd wiped her cheeks, gentle. "I had hoped that my curse would pass you by. It seems you will inherit my burden, as well as my crown."

"What do you mean?" she'd asked him. "What curse?"

"It's like a great black bird," he'd said slowly. "It settles on my shoulders, out of a clear blue sky, and weighs me down. This weariness. This creeping sadness." He'd tipped her chin up and met her eyes. "You must fight it always, my little fawn, or it will wear you down to nothingness."

She could feel the Dark One moving in her, feel him draining her, feel her magic bleeding into him as he sucked her dry. It was an intimate invasion, his power crackling electric over her body, spreading dark tendrils through her own bright magic.

"Forgive me, creatures of the Sanctuary," she gasped. "Please, forgive me! It is the only way!"

"The poor thing! She's gone quite mad, Petunia! We must save her!"

She felt strong arms seize her, ripping her away from his grasp. She gasped, agonized, clutched at the pixies' padded fingers.

"No!" she gasped. "Please, I'm trying to save you!"

"By letting that nasty man hurt you?" Wide black eyes peered down at her. "Are you feeling alright, dearie? Perhaps you need a holiday."

"Please, don't make this harder than it has to be!"

"Look out, Begonia! Oh dear, he's back!"

"Nasty, nasty man! Let's regroup! Don't worry, dearie, we'll be back to rescue you!"

The pixies dropped her in a most undignified heap, buzzed off in a hurry. Fay stood slowly, looked up as the Scourge paced towards her, unhurried. She realized at that moment that she was truly going to die. For an instant she thought of bolting, and then his touch was on her again. She realized she'd craved it, sent her own mind out towards him, shaking. He felt like lightning, like an earthquake, like a firestorm roiling through her marrow. She'd never felt such raw, wild, wicked magic before, not even in the most sacred depths of the Sanctuaries.

"Please," she whispered. "Please, it's the only way. Take me, take all of me!"

She'd sat next to a blonde-haired boy in her father's bower as Oberon had taught them of the mercies of the Goddess. She'd read the old stories before, had hardly listened to him. Instead, she'd stared at the boy beside her, fascinated. He'd glared at her out of the corner of his eye.

"What?" he'd hissed.

"You're Florian, right?" she'd whispered.

He'd wrinkled his nose at her.

"What's it to you?"

"It's just...is it true that you don't have any magic?"

"Oh, piss off."

"I was just curious," she'd said, wounded, had touched his arm. "Well...the Mother Goddess must have a reason for it, so don't feel so bad."

He'd jerked his arm away, angry

"The Mother Goddess is a bitch!" he'd snapped.

She'd gaped at him in horror.

"Be careful, Florian! She'll strike you down if you say that!"

"Do you really think she listens to us?" he'd asked her. "She's a Goddess, after all. Why should she care about us?"

"Well...because she loves us!"

"Trollshit! She doesn't love me. Have you ever even heard her answer when you pray?"

"Yes, of course I have!"

"Are you sure?"

Fay had hesitated, then...and a seed of doubt began to take root in her soul.

"What is this feeling?" Fay cried. "Your...your dark energy is taking me over! My light is fading!"

She could feel her body straining for his touch, parts of her blooming as they hadn't in decades. She shuddered, felt herself flushing. This surrender felt, almost...erotic, she thought, frightened. She didn't deserve to feel like this, she thought guiltily, not after all she had done.

"Oh, dear, now why are you letting the nasty man do that to you, dearie?"

Strong fingers grasped her arms, tore her away. She buckled, gasping, head whirling, feeling like she was drunk or suffocating, like she would shatter into a thousand pieces if he touched her again.

"Please," she heard herself begging, didn't know what she was pleading for. "Please, help me."

She heard something shattering, heard screams. She was limp, shaking, collapsed as the pixies deposited her on a balcony. One of the fairies peered into her eyes, worried.

"Are you quite alright, dearie?"

"What's happening to me?" she whispered, shivering. "I'm so cold."

"Just rest here, dearie. We'll bring you some tea, won't that be nice?"

The pixies buzzed away efficiently. Fay shuddered, went to the edge of the balcony. The Scourge looked up at her. Before she could stop herself, she beckoned to him, and before she could think, he had her in his grasp again, lightning crackling through her thoughts, jarring loose old memories she thought she'd forgotten long ago.

Her mother had woken her late one night, led her down to the darkest depths of the forest.

"Come, my little fawn," she'd whispered. "I have something I want to show you."

There had always been rumors, she thought, about what her mother was. Her father's courtiers had whispered whenever they'd thought she wasn't around, whispers of dark elves, of sunless depths and lost tribes. As a child, all she'd known was that she'd loved her mother, strange as she seemed, with her scarred, dusky skin and her strange black eyes, her wild magic.

"Quiet, now," Titania had whispered. "Don't wake your father."

She'd crept through the forest alongside her, hand in hand. Her mother had stopped at last, pulling aside the branches.

"Look, little one."

She'd followed her mother's gaze, looking into a clearing. In the ruins of an ancient temple, gorgons were dancing to the beat of savage drums. She'd pulled back with a frightened gasp.

"Mother!" She'd gasped. "Gorgons! We have to tell Father!"

Her mother had frowned down at her.

"Not yet, Fay. Watch them. Aren't they beautiful?"

"But...they're creatures of dark magic! They're evil!"

"Why do you believe that?" he mother had asked. "Because your father told you so?" She'd crouched to look her in the eyes. "This is their home, too. Don't they have a right to live here, just as we do?"

"I-"

"Not every child of light is good or honest, and not every creature of darkness is foul and vile. There is beauty to be found, deep in the dark." Titania had kissed her brow then, her black eyes sad. "Remember that, my little fawn."

Mother, Fay thought, exhilarated. I understand now. I know what you were trying to tell me.

The Scourge's power swallowed hers, cradling it, took the scattered shards of her mind and refashioned them into something deadly, something lovely, something new and whole. She felt herself fall, felt the lightning sharp tendrils of his magic catch her, forcing their way towards her secret heart.

"This darkness...it's beautiful!" She heard herself cry. "Please! Take me! Take all of me! It is the only way!"

"Queen Fay, no!"

The ugly little pixies grabbed her arms, hauling her up bodily. She had never noticed how hideous they were before, she thought, and she struggled against their grip, repulsed.

"Let go of me!" she commanded.

"My lady, please, you're not yourself! You need a nice lie-down."

"Are you really this stupid?" She snapped. "Are you even hearing me?"

"You're sick, dearie," The pixie said, blinking wetly at her. "And we must help the sick and enfeebled, musn't we?"

"I am your Queen, put me down!"

She wrenched her arms free, furious, power lashing out. The pixies dodged, clutched each other, gasping.

"Dearie, please, think about what you're doing!"

"Yes, my lady! What would the Goddess think?"

"I don't care," Fay heard herself snarl.

She stopped short, shocked at the sound of her own voice. She saw the pixies' great eyes widen, and they turned and fled. She turned, walked to meet the Scourge, lifted her face to him as he reached out and drew her magic from her.

"Father?"

She'd returned to the forest from Everlight, had heard terrible things about what had happened, but she'd refused to believe them until she'd seen Oberon, a great tree spreading roots through his living flesh.

Oberon had opened his eyes.

"Fay?" he'd rasped.

"Father, what happened to you?"

"The black bird is heavy upon me, my little fawn. I am so weary. I am so lost."

"Father, please, you have to fight it!" She'd struggled towards the tree, even as its roots rose to force her back. "Please, Father, I can't do this without you!"

"He is coming," Oberon had whispered. "He is coming to set me free."

She'd heard the heavy tread of armor, smelled sulfur and soot.

"Run, Fay," her father had gasped, his eyes closing. "Run, before he sees you."

She'd seen gold eyes in the depths of the sickly forest, and then, to her eternal shame, she'd turned and fled.

"That's it! That's it!" Fay gasped, despairing. "Consume me!"

He was so close. She could feel the heat of his body, could smell him, the scent of oil and metal and gunpowder. He could reach out and strike her down if he'd wanted to, but he only took what she had offered, dragging the last strains of her magic out from her soul.

"The end is coming, I can feel it!," She cried. "The darkness is overwhelming me!"

Fay fell, then, the last of her light fading, knew that everything was over, felt herself falling into the longest night. She was ready, she thought wearily. She would go, to join her father and her lost people, at long last.

She felt the Scourge catch her, looked up at him, surprised, as she felt his dark power release her, almost gentle.

"What?" she whispered. "Why?"

He looked down at the fragile elf woman. It would be so easy to kill her, he thought, with a sudden, malevolent hunger, to snuff out her life in a heartbeat. Then he saw her face pale as she looked around the ruins of her Sanctuary, felt her stiffen. It would almost be kinder to kill her, he thought, and he let her go, let her stumble and fall to her knees.

"I live..." She whispered. It was almost a question. "When so many others have died."

She looked up at him, and to his surprise her eyes were not full of fear, but of devotion.

"You have made me a new woman, Dark One," she whispered. She rose, graceful. "I shall adjourn to your Tower. I will await you...eagerly."

She had so much to learn, she thought. She could hardly wait to feel the touch of that dark power on her again, to feel it crackling over her body.

"Queen Fay?"

She turned. An elf was crouched subserviently before her. She felt her lip curl, looking down at what she had once been.

"No!" she snarled. "I am no longer your Queen! I see clearly now, and I want nothing more to do with this place. He is your ruler now, and you will obey his every command!"

"What?" The elf was staring up at the Overlord. "Queen Fay, you must be kidding, man."

"Hardly." Fay smiled, realizing it was something she hadn't done in years. "I have a whole new world waiting for me...don't I, Dark One?"