A/N: Chapters 1-40 were revised to correct many errors, add some new story threads, add additional lore references, and standardize the list of lore at the end of each chapter. Chapters are being re-uploaded in November of 2024. The chapter breaks remain the same, which has made chapter lengths inconsistent in some places. Uploads are currently up through Chapter 17.

Ghost and the Shell

Prologue

Humanity mourned the day I was born. Creating me and the other ghosts was the last thing the Traveler did before falling silent. People ask me about the Traveler a lot, but I never knew my creator. I know only what anyone else can see as they look upon the Traveler's sphere hovering protectively over the Last City.

We ghosts were born with a single purpose—to use the Light of the Traveler within us to find and assist a guardian. No, that's not quite right; not a guardian, the guardian. My guardian. We wandered Earth, we wandered the ruined colonies on Mercury, Mars, Venus, and Luna. And I spent a really, really long time searching. As I saw the others find their guardians, and as the centuries went by, I wondered if I would ever find mine.

And then, one day, I did.

Chapter 1: A Guardian Rises

"—ardian? Guardian? Eyes up Guardian."

She opened her eyes. She was lying on the ground staring up at the blue sky as white puffy clouds slowly rolled along in the golden light of early evening, blown on soft breeze.

She did not know where she was. She did not know how she got here. What is going on?

"It worked!" said the voice that had woken her again. "You're alive! You don't know how long I've been looking for you."

A machine floated into and looked down at her as it bounced with excitement. It was small, about the size of a closed fist made of metal points that rotated around a glowing orb. She climbed up to a sitting position and noticed her arms for the first time. They were cold and hard. Her arms were made of metal.

She quickly patted her forearms, shoulders, her face. . . it was all dead metal. She was metal wrapped up in a frayed flak jacket. And printed on her left arm was a designation: Whisper-1. Whisper did not know what it meant, but at least she had a name.

In a panic she reached back trying to find any memory that marked her as her, as a person. What she found weren't memories but rather feelings just beyond reach. Pain. Anger. And above all, an aching, all-encompassing regret. But regret for what? Why?

She struggled, reached further, and even that small trace of herself slipped away.

"What am I? Who are you?" Whisper shuddered as she didn't recognize her own electronic voice.

The floating machine bobbed up and down. "I'm a ghost. Actually, now I'm your ghost. And you are an Exo. . . well, you were an Exo. You've been dead a long time. I'm sure there's a lot of things you won't understand, and I'm excited to get to know you, but this is Fallen territory. We aren't safe here. I didn't find you just to lose you again. We need to get behind the wall of the City."

The thought of a threat brought focus, and she set aside her rising panic to climb to her feet and scan her surroundings. She was standing on a road, its ancient asphalt cracked and overrun with weeds peeking through a light dusting of snow. Thousands of rusted-out hulks of ground vehicles jammed the road, their desperate effort to reach something behind her frozen in time.

She turned and took a startled step backwards. The vehicles had been heading towards the hoped-for protection of an enormous wall stretching as far as she could see, trying to reach a single heavily fortified entrance.

Despite the distance, huge launchpads towered over the wall still laden with ancient, crumbling starships. And those launchpads were surrounded in turn by a concrete jungle of control towers, hangars, and more domes and buildings she couldn't identify.

An icy shiver ran through her. Something terrible happened here. For a moment she could almost see thousands of civilians fleeing in terror towards that wall, hear their screams as they raced to reach the starships that would never launch.

And I died, right here. She pounced that whisper from the past, but it slipped away.

"We won't survive long out in the open like this." said the machine, the ghost, anxiously. "Let's get inside the wall. Hold still." It floated down to her hand and vanished. Don't worry, I'm still with you. We need to move. Fast.

She heard the crunch of boots on snow down the road behind her and the harsh mutter of commands in a language she didn't understand.

Time to go. She started walking, then jogging, then running in smooth, powerful strides. Her sense of wonder at her strength and speed quickly morphed into anxious worry over exactly how she came to have it, or how she didn't mind the cold or snow, but she suppressed the emotions before fear could paralyze her.

The gateway to the wall approached quickly as she dashed past and over the burned-out husks of vehicles, fleeing from the shouts and footsteps from behind. The gateway itself yawned open revealing a dark interior flanked by the hollow shells of tanks destroyed centuries ago. The gate had been sealed, but the cold, brittle steel had cracked open from some long-ago explosion, leaving just enough space to clamber awkwardly through.

Whisper heard the alien screeching approaching quickly as she made it inside. She scampered forward blindly, trying to stay ahead of those alien cries, dodging through rusted metal corridors heavy with cracked pipes and long-since disintegrated wiring endemic in the major industrial site. Despite everything, she was surprised at how clean it all was. Dust coated everything, but there was no debris, no wreckage, despite the fight that had once happened here. Was someone reusing it? Stealing it?

She jumped in surprise when the ghost spoke once more; its voice echoing in her head. I think we've lost them for the moment, but there are lots more of them around. We need to find you a weapon before the Fallen find us.

Whisper nodded and kept moving down the narrow corridor which quickly grew dark as they left the reach of daylight at the gate. Just as it became too dim to see where she was going the ghost reappeared, its eye glowing like a flashlight illuminating the path. They pressed on, moving as quickly and quietly as possible until the hardened concrete floor gave way to a grated metal catwalk.

Her footsteps echoed in the darkness. They must have moved into a very big open space for sound to bounce around like that.

Quiet, the machine whispered in her head, echoing her own thoughts. They're right above us. Whisper tiptoed forward out onto the grating of an overhang, but in the oppressive darkness she couldn't make out anything.

Hang tight. Fallen thrive in the dark. We won't. We need more light. I'll see what I can do. And just like that, the ghost took off, abandoning her alone in the pitch black. Part of her was eager for the lights, but it would also let these Fallen (whatever they were!) know exactly where she was. And that was assuming the ghost could find a working generator in the first place! On the other hand, the lone light of the ghost wandering around in the dark would be a beacon pointed straight at her.

Either way, there wasn't much she could do about it now but hunker down and hope that the ghost's mutterings weren't audible while she listened to those things clamber all around her in the dark.

Hmm, another one of those hardened military systems, and a few centuries of entropy, working against me. A loud crash echoed through the chamber, followed by a grinding sound, then a hum, and a series of huge flood lights flickered and cranked on one by one.

Whisper found herself in a huge, narrow chamber extending further than she could see, while massive support columns at least a dozen meters wide leaned out to buttress the outer wall. More pressingly, at least a half-dozen alien voices roared out as one.

They're coming for us! The ghost darted back to her side and shined its light on a gated fence now rumbling open. This way. Look, there's a rifle. Grab it!

Whisper charged through the rising gate and stooped to pick up a battered, ancient weapon and a handful of magazines laying next to the remains of a skeleton. A Khvostov 7G-02, flickered another thought from the past. The once matte-black assault rifle's barrel was cracked and it hadn't been fired, much less cleaned, in centuries. Did the ghost expect this thing to work?

Here, let me look at it. The ghost scanned the weapon quickly while she slid the magazines into empty harnesses around her waist, and it seemed like it was doing something to the rifle, then—There, it should work now. I hope you know how to use that thing.

She didn't have time to question as another Fallen roared, closer this time. She snapped the auto rifle into firing position at her shoulder without conscious thought and moved forward briskly, legs half-bent to absorb the up-and-down movement and provide a steadier firing platform, and part of her wondered how she could possibly know all of this, but now was not the time.

She rounded a corner and there was an alien, no, two of them. The first rushed at her with two large blades, while the second brought some sort of ranged weapon to bear. She slid left, her aim tracking the rifle carrier, and pulled the trigger. Against all odds the weapon fired and the fully automatic rifle hammered her shoulder. The alien took three shots tracking up the sternum and one to the head as the surprising recoil drove her aim upward, and the creature collapsed in a heap, its cry abruptly cut off.

The other closed the distance with surprising speed and slashed at her stomach. She clenched, anticipating pain as her rifle shifted too slowly, but the crackling blades ricocheted away before making contact. The creature howled in rage and swung again, but her rifle was in position, and it thundered in the tight confines and the Fallen flew backwards to land in a heap.

Whisper breathed heavily, shocked by the sudden violence on top of everything. She needed to move, to break contact, to keep from thinking too much while still in danger, but she couldn't help but stare at the creature that had just tried to stab her.

It was humanoid, to start. Two lightly armored legs gave it basic mobility. Its torso, though . . . its armored breastplate held not two, but four openings for arms. But while there were four arm sockets, the lower set of arms were missing. And judging from the clean breaks and metallic caps at the elbow joints the arms weren't just missing, they'd been carefully cut off.

The rest of its torso was protected by a light breastplate of material she didn't recognize that left the neck unprotected. Above that it wore a sealed facemask with a feeder hose trailing down to its back. The mask protected four glowing eyes, but it was a breather, not a full atmospheric helmet, and allowed a shock of dark hair to stand straight up from the top of the creature's head.

The one with the gun seemed to be of the same species, but it was physically larger, almost her own size. Its armor was heavier, more polished, and instead of knives it held a larger, two-handed energy rifle of some kind. And this one still had all four arms extended for use. If it had hair, it was hidden beneath a fully sealed environmental helmet. Its armor was wrapped in scraps of red cloth with a sigil that looked like a stylized white sword pointing down on a red field.

"What are these things?"

Her ghost reappeared, twisting nervously. These are Fallen. The one with two arms is a dreg, the lowest member of their society. The other is a vandal, who has earned the right to regrow and use all its limbs. They are scavengers, mostly, moving from place to place and stealing everything they can get their hands on. Come on, we need to keep moving.

"Something protected me when the dreg tried to stab me - was that you?"

The ghost spun in the air. Technically, it's a combined effort between me and your armor. It holds the initial charge, and I recharge it. And it really is time to go now.

Whisper ejected the mostly spent magazine from her rifle, placing it in the ammo straps at her waist and replacing it with a fresh one before cranking back the bolt to chamber the first round. And after a moment of hesitation, she stooped and grabbed the Fallen's blade. It crackled with energy as she sheathed it into another easily accessible harness slot and moved forward grimly.

It didn't take long for her to run into another group of Fallen, and after the earlier gunfire she hadn't caught them off-guard this time. Two vandals and three dregs. The two-armed dregs rushed in, a knife in one hand and an energy pistol in the other. She gave ground, trying to keep pipes and ruined machinery between her and the vandals while they lined up their rifles.

The Khvostov bucked in her hands as she put down the runners in short bursts. Its lightweight design made it handier, but harder to keep the weapon steady. And then the Fallen rifles fired. Their strange blue projectiles were slow, but they made up for it by tracking her. Breaking line of site was still effective, but she hadn't been expecting the rounds to follow her around the corner, and two blue energy bolts slapped into her arm and detonated in a crackle of electricity. Her shield held, if barely, but a strange diagnostic feedback very like pain spiked up her arm.

She reloaded quickly and burst out from cover again, trusting her faster bullets to take down the Fallen and let her get back behind cover before their arc projectiles could get to her. Her rifle blazed again, and it was done.

Quiet returned slowly as the roar of combat echoed through the abandoned facility while the air filled with the acrid stench of Fallen blood. Whisper lowered her rifle and again took in her surroundings. The hallway was certainly the worse for the wear. The walls had been scored by her rifle bullets and pockmarked where the Fallen's explosive rounds had detonated.

The Fallen have a tighter hold on this place than I thought. Just a little bit further. Let's hope there's something left out there.

Whisper was about to move on, following the ghost's advice, when she noticed the machine scanning each dead Fallen in turn. "What are you doing?"

Looking for glimmer, of course. She blinked, a purely habitual motion linked to surprise. Oh, right. Glimmer is a special type of reprogrammable matter. It has all sorts of uses, and we use it as a form of currency in the Last City. I'm using some of what I find to refill your empty magazines with bullets and storing the rest.

That . . . well, that seemed to make sense. The idea of using something as valuable as reprogrammable matter to fashion bullets seemed criminally wasteful, but it was undeniably useful. But instead of wading into the quagmire of debating relative utility, not to mention trying to figure out who the "we" was in the Last City, she shrugged and pressed forwards, following the ghost's directions through the interior of the wall. And just a few minutes later she was through and back out in the open.

The vista was impressive as she stood at the edge of an internal courtyard. Entrances to smaller structures built into the wall itself rayed off from the courtyard, all in the shadow of massive starships, big enough to carry thousands of colonists . . . or soldiers.

This is the Cosmodrome. There's got to be something we can fly out of here.

Unfortunately, they weren't alone. Several Fallen huddled around a large six-legged combat vehicle with a hole blown in its side. The walker was a heavy assault vehicle, with a large main cannon and at least two secondary weapons mounted on a red sphere at its core, distinct from the dull brown of the rest of the body. The Fallen were quick off the mark, and one of them fired a signal flare into the late afternoon sky. She had just raised her rifle when the sky seemed to ripple, and with a sudden roar of engines a large, ungainly-looking starship slid into view. It was startlingly big to be that deep in atmosphere and shaped like a long, narrow cone, except where large bulbous engines seemed to have been welded onto it, giving it a ramshackle appearance.

Stealth fields?

Ghost was more concerned with their presence than how they'd gotten there. Fallen ships this close to the surface!? I see a hangar to your right. Move!

Whisper ran along the wall to keep the Fallen from getting behind her while her rifle spat fire back at them. The Fallen ship opened docking ports and a handful of smaller Fallen vessels emerged. These heavily armored, short-range vehicles eased to a hover near the tank, their large exterior weapons swiveling to locate targets while small portals opened beneath it and Fallen reinforcements disembarked, dropping the last two meters to the ground.

The Fallen's strange shock rifles struggled to track her movement as she opened the distance between them, but her Khvostov wasn't faring much better. Auto rifles weren't precision instruments, and she had a much easier time taking out the dregs wildly rushing at her then the vandals, who kept their distance and darted behind cover. Unfortunately, some of the vandals were carrying a new weapon, and she winced as a white-hot, molten chunk of metal sizzled past her face, leaving a trace of ionized atmosphere in its wake.

She kept moving, using suppressing fire to keep their heads down while she focused on finding cover. More Fallen ships were arriving now, gathering to the flare, and disembarking more than just Fallen. Drones, hovering on two rear-mounted jets and armed with an underslung turret, were deploying.

Watch out for the shanks! We need to get back into cover.

Whisper kept moving toward the opening in the wall the ghost had spotted, emblazoned with the words Hangar Bay in white paint, and keeping as much distance as she could from the Fallen.

There, get inside! Hold the gate while I work on the controls.

Staying put was the last thing she wanted to do, but there were far too many Fallen out there to have a hope of outrunning them all. She backed into the gateway, taking cover against the wall, and fired at any Fallen she could see while the ghost scanned the decrepit gate controls.

The Fallen were starting to get their act together. The drones, or shanks as the ghost called them, moved out first, drawing her fire and trying to pin her down behind cover while the others leapfrogged closer. It was slow, but they were making steady progress at the cost of the occasional shank, while she was running low on ammo. There, got it! The gate started to grind its way closed, and the Fallen saw it. They burst out of cover in a rush, firing from the hip. She ducked down behind a shattered pipe and poked out the gun, firing blindly at them. Her magazine clicked empty again, and a second later the gate clanged shut.

Good job. I'm picking up signs of an old jumpship. It could be our ticket out of here.

Whisper was in favor of getting anywhere that wasn't here.

Another handful of dregs rushed her from deeper inside the building, but in the tight confines of the corridor they stood no chance against the auto rifle. She pressed on through concrete tunnels until they opened into a small hangar, and there was what she hoped was a jumpship.

It was smaller than she expected, not much more than a flattened aerodynamic point connected to a large engine on each side. The only weapons were two underslung anti-personnel machine guns. The craft hung from anchoring cables and looked like it had seen better centuries, with a chipped and faded orange-on-black paint scheme. Strangely, it didn't seem to have much in the way of a cockpit, not to mention any way to get into the thing.

More pressingly, it was covered in Fallen. A lot of Fallen. For a moment they stared at each other, her with her weapon, and the Fallen with bits of pried-off starship in their hands. Then there was a mad scramble.

Whisper slid around the perimeter, auto rifle bellowing as she cut down swarming dregs. She kept on the move, trying not to get swamped, and ran into a huge Fallen. It stood almost two meters high, with huge muscles keeping it agile despite heavy body armor and an imposing helmet with spiky protrusions.

She dropped to her knees, turning her momentum into a slide past its outstretched arms, and turned the auto rifle on it, only to see her bullets sprang off an energy shield. It cried out to the other Fallen and snaked its way back into cover behind some old empty packing crates just as the shield fell. She took the momentary reprieve to regain her feet and dart away again. She kept an eye on those crates while she finished off the other dregs, but the captain didn't emerge.

The last dreg went down and she started to turn when the captain made its move. Only it didn't really move at all—one instant it was behind cover, and the next it seemed to condense in on itself and teleported right beside her in a flash of blue light. She stepped backwards, trying to bring the rifle into play, but it was too long a weapon for such close quarters and one of the four gauntleted hands clamped onto it, forcing the muzzle up and away.

She pulled the trigger anyway, sending rounds blistering into the ceiling, and the Fallen roared in anguish as the white-hot barrel burned through its protective gloves, but it latched onto her with two more hands win an iron grip while the fourth hand pulled out a wickedly long shock blade. Whisper struggled desperately, trying to break free, to get out, but the knife slashed in, driving up through her armpit and deep inside.

Damage indicators erupted and she screamed as the blade twisted deeper, and everything went black— and reformed again at the entrance to the room, looking at the Fallen who clutched at empty air. What the—

The captain saw her and screeched in rage, turning to attack again, and Whisper reacted on instinct. The auto rifle raised and round after round hammered the Fallen. It shuddered under the barrage, trying to fight its way through the impacts against its shields, but they collapsed and her fire scored deep craters into body armor.

The magazine clicked empty, and the Fallen tried one last rush to get on her as she reloaded, but she'd gotten a good piece of its leg and it was too slow. Her fire slammed home and the captain gave out one final cry and crumpled.

What just happened? What was that?

Good job! Now let me see if I can get us out of here.

She refocused on the ghost, now eagerly examining the wrecked ship while talking to itself.

It's been here a while. It hasn't made a jump in centuries. We're lucky the Fallen haven't completely picked it clean.

Whisper felt a headache coming on, which itself raised a dozen more questions. "Look, ghost, I'm a little overwhelmed right now. Just tell me, can it get us out of here, or not?"

The ghost turned to look at her, its sides rotating excitedly. I can make it work.

And then, just like at the generator, it turned and vanished. Disintegrated itself? Whatever it did, it seemed to have merged with the ship itself, and the battered old spacecraft came to life at its touch. The engines hummed, spinning up through a startup sequence, while lights blinked as the secondary systems came online.

The jumpship started to lift, at first taking the strain off the restraints, then pulling against them until they snapped one after another. Okay, it's not going to break orbit, but it just might get us to the City. Now—about that transmat…

Whisper was about to ask what a transmat might be, but the sharp chatter of more Fallen jerked her around, raising her rifle. At least two more vandals and another captain were nearby, already calling out for more reinforcements.

Bringing you in!

What?

And, abruptly, she sat behind the controls of the jumpship. There was no apparent canopy, but she could still somehow see through the hull of the ship where the canopy should have been, where the captain and the vandals were shouting frantically and starting to bring their weapons to bear.

Without any input from Whisper, the ship started to rise. Was the ghost flying it? We can come back for them when you're ready. Let's get you home.

The ship's engines roared, Whisper was pressed firmly back into the pilot's chair, and the ship roared off into the sky. As the ship raced free Whisper thought she caught sight of a figure on top of the Cosmodrome watching as the jumpship soared into the darkened sky.

Referenced Lore:

Grimoire:

Dreg

Vandal

Captain

Shank

Shock Dagger

Shock Pistol

Shock Blade

Shock Rifle

Wire Rifle

Auto Rifles

Glimmer

Walker

Skiff

Weapons:

Khvostov 7G-0X

Khvostov 7G-02

Armor:

Forester 2.1 (chest)

Ships:

Arcadia Class Jumpship

Quest Descriptions:

Escape the Cosmodrome