Tellion 7854 checked the PH balance of the metallic liquid samples of her inspection kit one last time before securing them inside her tool pouch as she squatted at the edge of the vast underground lake. Taking her small computation device in her lower set of arms, she made sure that all the readings for the Yeerk pool's stability were running efficiently before stepping away from the edge of the vast breeding ground/natural home of her kin.

It wasn't well known, even among her fellow Yeerks, that the pools required constant maintenance and care. Any slight alteration to either the temperature or composition of the necessary liquids that her people required in order to properly absorb the Kandrona rays, and the pool would become completely uninhabitable. Such a thing would lead to the deaths of every single Yeerk currently existing planet side. And failure of that magnitude not be tolerated. Not by any Visser. Especially, Tellion shuddered involuntarily through her host body, Visser Three.

The very thought of her supreme commander filled Tellion with absolute dread. A dread that she felt even in her natural form, not just her host body. Of all the Vissers within the Empire, Visser Three was the single most commander that all Yeerks feared to be assigned to. Tellion had heard the terrifying tales of the only Andalite controller's ruthlessness, of his willingness to execute his subordinates for even the most miniscule failiure.

It was this very fear of his wrath that had propelled her into the support division of the Imperial forces. Maintaining the Yeerk pool, and routine maintenance of the smaller, more portable Kandrona rays, were essential tasks within the confines of the Yeerk Empire, yet kept her out of the ever watchful eyes of the invasion's leading commanders.

Like all Yeerks of her generation, Tellion had been born in the sterile conditions of the massive pool ship that had orbited the planet that she was now existing on, and the one she was helping, in her own little way, to enslave. In truth, Tellion had no true gender, so it should have been strange that she saw herself as a she. But all of her hosts had been females, so that was how she had naturally come to see her own self as. Back then, like all newborn Yeerks, she had living a completely simple existence of swimming in the fluids of a Yeerk pool and absorbing Kandrona rays.

Until the day she had been selected for training.

Tellion's first host, like most newborn and low ranking Yeerks, had been a Gedd. The little three limbed primates of her native homeworld held little intelligence beyond the capacity of the primates of this world that she now live on. Just being exposed to the impossible experience of sight, sound, and free movement had opened Tellion's entire existence to a new possibility of being.

After that brief moment of greater being, Tellion had her destiny set. She would do what she could to become a permanent 'controller', and be given that gift of higher existance once again. So she had done everything that she could to prove her value to the Empire. It had taken a while, for how long she wasn't sure. Time was of no true meaning to her when she had been in that blind and deaf state. But her devotion had eventually paid off. Tellion fondly remembered the day she had been told through impulse reception of her sense receptors that she had finally been assigned a permanent host. It had been nothing more than just an older and frail female Gedd, but it was enough to give Tellion an experience of something more than what she had always been in her natural body.

Her first tasks had been miniscule and dreary, like all low ranking Yeerks. As a Gedd controller, she had works in the recesses of the pool ship orbiting the planets, cleaning out waste pipes and sterilizing other filth ridden areas. Yet, Tellion had applied herself to the tasks without complaint, instead using her chosen tasks as examples to her superiors of the seriousness of her commitment to rise higher in the ranks. In the times that she wasn't performing her tasks or having to leave her host to absorb Kandrona rays, she had spent her time studying.

Through the multitude of countless archives Tellion had learned the history of her people, and how they had come to be what they were. She learned of the time that the Andalites had first come to her home world generations ago, with promises of peace and greater existence for all beings. Of how they had wooed her people with lies of granting them the ability to reach far beyond their world, and travel the stars like they did.

And it was only through the great insight and brilliance of the great Yeerk hero, Akdor 1154, that the treacherous Andalite plot had been revealed to her people.

The Andalites didn't truly desire to help the Yeerks, they had only planned on using them as a force of slave labor to mine the vast precious minerals that had laid below the surface of her home world. Only Akdor alone had been able to discover this plot, and save her people from such a cruel fate. It was he that had managed to gather together a small force of freedom fighters and had been able to commander a small fleet of ships from the devious Andalites, and with that small fleet, flee their home world with a small number of her people before the Andalites brought the full might of their enslaving hands over her primitive world.

She learned of how they had first taken the Hork-Bajir home world, bringing a primitive species up from nothing and giving them a greater purpose. To help the Yeerks have a mass of host bodies that would give them a fighting edge against the Andalites own natural tail bladed bodies. Then had come Garad, then the Ssstram, then the Taxxons. Even the Mak and, as Tellion had learned, her own current host body, a Nahara named Tallaxia.

All had been brought into the fold of the Yeerk Empire. All previous divisions and hatreds of all those beings had been erased by the unifying light of the Yeerks. Through the Yeerks, all of these beings had found true peace and unity upon their worlds. And such was the desire of the Yeerks, as Tellion had been told, to bring peace and unity among all beings of the galaxy. No division, no hatred, no war, all to be unified as one among the Empire. And Tellion had believed all of that. Until the time she had proven herself to be worthy of a higher host.

Tellion had never been like others of her kind. She sought no desire to use deception and cruelty to advance her ranks. Nor had she desired to join the front lines in the war against the Andalites. Even as evil as she had been told that they were, taking the life of another being seemed…not right to her. So she had sought other options, other paths to advance herself without having to resort to violence and killing. Kandrona rays were absolutely vital to the survival of her people, and generators that produced the life sustaining radiation to her kind were in increasingly high demand. So Kandrona ray generators and Yeerk pool maintenance had seemed like the proper choice for Tellion. It allowed her to advance herself, yet stay as far away from the fighting and bloodshed as was physically possible. And…making an effort to sustain life in an existence of nearly constant pain and suffering seemed, well, noble to Tellion. It made her feel as if she were doing something good with her life.

Still, her hard won efforts had proven successful when the day she had been told that she would be advancing up from the body of her ailing Gedd host and into a Nahara.

The Nahara were not completely useless as hosts. They were bipedal, but lacked strong upper appendages like so many other higher sentient beings. Nahara had elongated skulls, with three pairs of eyes, each capable of full range rotation independent of all the others. Nahara had two very short, thick legs that made any movement slow and cumbersome. Naharas also had four long, very thin arms. Each of those arms ended with a dozen small tendrils that they themselves expanded out into hundreds of even smaller ones that were ideal for working in tiny, tightly compact spaces for the kinds of machines that Tellion would be expected to work on. While reasonably mobile, Nahara were neither fast nor agile enough to be suited for any form of combat. The Nahara, like many other of the species folded into the Yeerk Empire, were regulated to Yeerks to perform a singular task, specifically for Yeerks that worked in the maintenance and engineering divisions of the Yeerk society.

Tellion had been so excited the day she had been informed of the assuming of her new host. Until, that was, after she crawled into the ear canal of her new host and embedded herself into the Nahara's brain. As her thousands of control tendrils along the entire underside of her physical body wove their way across the folds of her host's brain and embedded themselves into the deep recesses of this new mind and merged with her own electrical branches of her nervous system, Tellion's existence was transformed forever.

The very first thing Tellion ever remembered of that moment was the anguished screams.

Cries of such immense fear and suffering that those emotions raced up from her host's mind, through her thousands of control tendrils, and into Tellion herself. It was unlike anything that Tellion had ever experienced, and she didn't care for it at all. It left her completely shocked from the experiences. She felt all of that agony as if she was feeling it herself. And once she had left her new host, Tellion had been scared with a permanent sadness within the core of her very being.

She had been warned by other Yeerks, those that had already long been controllers and had dealt with situations like this, about the difference between hosting a Gedd and other, more complex beings such a Nahara. But nothing could have prepared Tellion for what she was facing.

Other Yeerks she communicated with after her first test of her new host told her that it was impossible for a Yeerk to truly feel a host's emotional sensations, their control tendrils only could receive physical electrical impulses. Emotions, whatever they truly were, was the only thing that a Yeerk's host truly had to themselves. Any emotional response that Yeerks displayed or felt were entirely from themselves. But this was not true for Tellion. When she accessed Tallaxia's memories, or when Tallaxia chose to make her presence known, Tellion always felt her hosts' sorrow flowing into herself. Every moment that she was bonded to Tallaxia. It was…taxing to her.

More than anything, Tellion wanted nothing more than to be rid of this suffering and turmoil. But she didn't know how to make this happen. She had tried several times to figure out where the emotional responses of the brain were coming from. Each time she felt the anger and hatred from Tallaxia, Tellion had retreated her control tentacles from various sections of her host's brain in a vain effort to ride herself of those agonizing feelings. But each time, no matter what part of Tallaxia's brain she relinquished control of, Tellion would still be subjected to those painful emotions. There were a full part of her entire cerebral functions, and there was no escaping them for Tellion.

Thinking of those cries, Tellion's hearing receptors detected screams coming from not far from where she was squatting at the pool's edge. Tellion twisted 'her' elongated head towards the cries. Not far away was the infestation pier, and a reasonably younger native, Tellion guessed was female - she still had trouble being able to determine the difference in native genders- was being dragged to the end by a pair of exceptionally large Hork-Bajir controllers.

"No! No! No!" she screeched wildly as she thrashed about in their strong grips. Even with the distance that they were at, Tellion could still see the fear in her alien face. "Please…don't do this! Don't put that THING back in me!"

Her cries went unheeded. The two controllers forced the native to her knees and one grasped the back of her head. Tellion could see fluid seeping from her eyes, something she had been told by native controllers was a sign of extreme sadness or distress. Tellion couldn't begin to imagine the fear that must have been going through the young native in that final moment before reinfestation.

"Please God, help me!" she screeched as her head was forcibly lowered to the slick metallic surface of the pool. "Help me! Help…"

Her head was jammed under the surface and she thrashed about wildly as a torrent of bubbles formulated around her submerged head. Tellion turned away instantly, unable to bring herself to watch the terrible sight.

Why are you looking away? Tallaxia whispered to Tellion from the far corner of the brain where she always resided whenever Tellion was controlling her. Don't you want to see this?

"You know I can't." Tellion whispered out loud, knowing full well that only Tallaxia could hear her.

Why?! Tellaxia growled, the anger vibrating up through Tellion's control tendrils and up into herself. You know why you can't? Because this is what happens to me…every time just before you crawl up into my brain and take over my body. That's how I scream before they jam my head under the surface. And then you come swimming along to steal what's rightfully mine.

"I…" Tellion began, her voice faltering at the thoughts of what Tallaxia endured before being infested by her every three days, and the freedom that she continually snatched away. "I'm sorry."

You're not sorry! Tallaxia roared back at Tellion. If you were, you wouldn't keep crawling back inside of me! You wouldn't keep making me a prisoner inside my own body, the body that you stole from me! I hate you slug! I'll hate all of you foul abominations!

Tallaxia didn't let up. She continued to howl her cries of absolute anger, and deeply held hatred for Yeerks. And…for Tellion. Of all the emotions Tellion experienced from Tallaxia, it was her hatred for Tellion that always proved to be the absolute worst experience that she had to endure. It was an all-consuming force of pure malice, and every last bit of those dark emotions directed at Tellion. Emotions that Tellion wearily accepted were well earned on her part. And Tallaxia's cries had only become that much worse in the last few days.

When the Andalites finally came.

Tellion remembered the moment the Yeerk Pool's emergency sirens exploded throughout the vast underground complex clearly. An Andalite Dome ship, the most powerful vessel within the Andalite space faring fleet, had warped into space not far from the outer orbit of the planet's sole celestial orbiting body. And the Yeerk Empire had nothing in their own arsenal that could match such a vastly powerful ship in a head on battle.

The only vessels that Tellion's own people had at their disposal in orbit around the planet was the Pool ship, a vast carrier/mobile command ship that didn't have a hope of lasting more than a few minute against an Andalite Dome ship; and Visser Three's own personal Blade ship. While a very powerful ship from what she had been told, it was still no match for a Dome ship in a straight up battle.

Having spent time on the Pool Ship in her prior Gedd host, Tellion knew that they would likely be launching their entire complement of interceptors, nearly a hundred strong from what she could remember. Their only hope for survival in this battle was that their own fighters could overwhelm the Dome Ship's defending fighter contingent, which wasn't nearly as great as the Pool Ship's, and swarm the vessel. Dome Ships, she had researched, had massive Shredder cannons that were not well suited for engaging the smaller, much harder to hit fighters. Not that they needed to be. From what Tellion had been told by other Yeerks that had piloted the Empire's interceptors, Andalite fighter pilots were immensely deadly, and could extract an extreme toll on her own side before being destroyed.

Tellion knew little of the details of any space battle between the Empire and Andalite forces, only those that her side had prevailed in. But the few scraps of information she had been able to analyze had said that any victory of Yeerk forces over the Andalites in direct space combat had been achieved at staggering cost to their own forces.

Then, the long range scouts had echoed out the cry that had struck terror into the very core of every Yeerk in the invasion force that heard it, even Tellion herself.

"It's the Galaxy Tree! It's the Galaxy Tree!" the shout over the long range transmission from the scout ship had cried before going suddenly silent.

The Galaxy Tree, Tellion had shuddered.

'His' Dome Ship.

The Andalites had never made any attempt to keep secret the very vessel that 'He' served on. They knew the effect it had on any Yeerk forces that faced that vessel. The very name always embodied the truest manifestation of fear in every Yeerk that knew of 'Him', which was every member of the whole Empire.


The great Yeerk Bane.

Tellion knew little of the famous, or dreaded – depending on whose side you were on - Andalite War Prince. Only that he was personally responsible for causing the defeat of Imperial forces on over a dozen engagements, and he was rumored to have shredded well over a hundred of her own side's interceptors.

Tallaxia had known of Elfangor through Tellion's own experiences of researching her enemy's capabilities. And she hadn't been shy of making her hopes known to Tellion when the reports of Galaxy Tree's engagement of the Pool Ships interceptor wing began to filter in, and several interceptors had already been Shredded without the loss of a single Andalite fighter.

I hope they Shred your fleet. Tallaxia had growled in the far corner of the mind she always resided in. I hope Elfangor personally obliterates your Pool Ship. I hope the Andalites destroy your planet side Kandrona Ray generator too, so that you all die of Kandrona starvation!

Tellion had said nothing to Tallaxia as her host brimmed with a sudden surge of desire that had consumed her. A desire she made no hesitation to make known to Tellion.

My only hope you slug. Tallaxia snarled. Is that you live just long enough to feel me rip you from my head, then suffer that agony of being ripped to pieces by my tentacles. That is my one true hope now.

Tellion had tried her best to block out the sensations that Tallaxia was feeling, but it was impossible for her. For the first time since their first bonding, Tellion felt something else from Tallaxia other than anger and hatred. It was hope.

Hope to be free once again. To not be a prisoner in her own body. It was a sense of joy and happiness that Tallaxia felt, something that for the first time in her known existence, Tellion was able to experience that was good since taking over Tallaxia's body. Secretly, against everything that Tellion had been told for her entire existence, she was glad to revel in that moment of pure joy. It made her wonder what real freedom would be like for herself, if such a thing was even remotely possible for a Yeerk. The only thing that kept her from ultimately enjoying it was knowing that that hope would be realized with her own death.

And Tellion feared death. As much as any sentient being should. And she was completely powerless to do anything in that long period of time since the first alarm had been sounded and the reports of her side's forces engaging the Andalites. She hated that feeling. Sensing the encroaching fear of death, and knowing that she was powerless to do anything to save herself. If anything, that was the moment that Tellion felt Tallaxia at her happiest. And she wished it would have happened without the fear of her own extermination.

It felt like forever. Waiting. Listening over the emergency channels as her side engaged the Andelites. Tellion couldn't help but shudder through her Naharan host as the sounds of terrified Hork-Bajir and Taxxon pilots flying the interceptors were blasted apart one by one against the Andalite fighters. She was sure somewhere in that vast vacuum of space, Elfangor was blowing apart her Yeerk pool kin, one fighter at a time.

It was only in the final moment, when Tellion felt in herself that all hope had been lost for her survival that the jubilant cry echoed across the emergency frequencies.

"The Galaxy Tree is destroyed! It's been blasted to atoms! Visser Three ambushed the Andalites and destroyed the Dome Ship! He's closing in now to eliminate the last parts of their miserable fleet!"

Every Yeerk controller in the Pool complex cried out in equally jubilate joy. The thousands of cries of relief reverberated throughout the very foundations of the underground complex. Only Tellion remained silent in that moment of true relief for all Yeerks. Because in that moment, she felt Tallaxia's ultimate cries of absolute despair.

For one single, fleeting moment, Tallaxia had sensed a freedom from her miserable existence was within her grasp. And a moment later, that hope had been taken from her. Tellion hated that feeling of total despair. It…made her feel, lower than anything in possible existence. She was glad to be alive…but only in the most primitive sense of self preservation. Her survival, came at the cost of Tallaxia's continued slavery. Slavery to Tellion.

Tallaxia hadn't said anything for many days since Visser Three had finally returned to the Yeerk Pool, defiantly proclaiming how he had personally killed Elfangor himself. Morphed into a horrific beast and devoured Elfangor, thus ending the last threat of Andalite interference of their invasion plans. Tellion was perhapse one of the few Yeerks to assess the cost of their forces' victory against the Andalites.

Almost sixty interceptors had been Shredded against the Andalites, of which Visser Three claimed only six to be because of the War Prince Elfangor; although Tellion suspected that he may have destroyed many more. Their victory had come at a horrific cost to them. She wondered how many of her own brood brothers and sisters had been lost among those destroyed fighters. Regardless, the Andalite threat was eliminated, and the invasion was set to proceed on schedule. By Visser Three's own estimate, in less than three planetary cycles of this world, the Yeerk Empire would have infested more than half of the planet's population of over five billion, and it would take the Andalite forces almost half that time to discover that they had lost the Galaxy Tree and their champion Elfangor.

By the time the Andalites managed to scrap together another force to engage the Yeerk forces on this front again, if they ever could, it will have been too late.

Tellion was sure that Visser Three had already broadcasted the destruction of the most famous Andalite warrior to the high council. No doubt he was hoping for the possibility to usurp Visser One of her position. Tellion had no real interest in such a pointless power struggle. The overall effects, however, were impossible to ignore.

With such a rich supply of host bodies, it would be of little effort to finally move against the Andalite home world, eradicating the last real threat to the expansion of the Empire once and for all. And, Tellion had been told, the finally liberation of her long lost home world from the oppressive hooves the Andelites.

"Tellion, hard at work as always." came a voice from right behind her.

Tellion was broken from her long period of deeply personal thought, she turn her elongated head once more. Away from the Yeerk Pool and the horror that it perpetually entailed. Standing over her was a Hork-Bajir controller. One that she knew personally.

"Aftran 945." Tellion said. "It's been a very long time."

Aftran, just like any Yeerk that didn't possess a native body, could only be distinguished by the markings on her Hork-Bajir host's body. There were several unique Yeerk symbols etched across her broad chest and around her sharp, predatory eyes. Also, she wore the unique blue armbands between her arm blades that signified her as one of the Visser's personal body guard. Although Tellion could easily recognize Aftran's markings, she could also recognize Aftran by the way she carried herself. Tellion could see the way Aftran always seemed relaxed, an ease of being that Tellion had rarely seen in other Yeerks. There was a gentleness in Aftran that mirrored her own. She was, after all, the only Yeerk that Tellion could truly call 'friend'. There was so much in her that Tellion sensed in herself, even if Aftran was better at hiding it.

"Hello Aftran." Tellion said, returning to the final process of her work of assessing the stability of the Yeerk Pool. "What are you doing here?"

"Well," Aftran said as she looked out across the vast pool. "Visser Three personally wanted to show the council how well the invasion is proceeding. At a far quicker pace than he claims Visser One was capable of accomplishing. He says that there is no further threat from the Andalites, so he has no need to be on such complete guard as he was before."

"Sounds like self-proclaiming bravado." Tellion said, more to herself than Aftran.

Aftran twisted her sharp, predatory head off to the side. "Of course it is. Visser Three will do anything to promote his accomplishments. You know…he ultimate desires to become the Emperor. Even if he doesn't dare say it to anyone. Yet."

Tellion didn't say anything more as she finished collecting up the samples of the Yeerk Pool's elemental validity. Tellion couldn't help but look back at the young native that had been plunged into the Yeerk pool. She had finally stopped thrashing in the grips of her Hork-Bajir controllers. Slowly, she pulled her head out of the pool and weakly stood to her feet. She took a moment to collect herself, wringing out the liquid in her hair before she turned away and began walking calmly back down the pier. Only it wasn't her anymore, it was the Yeerk that had been assigned to her. Now that frightened young native was nothing more than just a prisoner in her own body. Just like Tallaxia was to her.

Tellion did her best to block out the continued screams of others as they were dragged one by one to the end of the infestation pier and had their heads forced under the surface to be infested again by their assigned Yeerk. Tellion noticed from her top left eye an even younger looking native approaching the end of the infestation pier, something she had been told was a 'child' by other native controllers. Her small frame was being dragged along by a controller that inhabited the body of one of the native local enforcement soldiers. The younger native was a darker color than the controller that was pulling her along. Tellion had to admit, she found the diversity among the natives themselves to be rather strange. There wasn't such difference among any of the many species the Yeerk Empire had incorporated into its fold. The richness of this variety is what made this world so unique. She felt a bit of shame in knowing that the Empire would eradicate much of that once this world was subjugated.

By the child's struggling, this was likely her first time to be infested. Tellion couldn't even imagine the fear that was coursing through her. She immediately averted her eye, unable to keep watching.

Tellion's silence clearly caught the attention of Aftran.

"Tellion, you're troubled. You shouldn't be. The Andalites have been defeated, and we get to live."

"Yes, we get to live." Tellion whispered, looking down at the large three toed feet that weren't really her own. "But at what cost?"

"What do you mean?" Aftran asked.

"We will continue to live." Tellion said. "And what of our hosts?"

"What about them?"

Tellion looked up at Aftran, perhaps for the first time since she had ever taken over Tallaxia, worry was present in her face. "Didn't you hear them? When word of the Andalites first coming was heard? The hope that coursed through all of them. The hope that they would finally be free of us. I know that I felt that in Tallaxia."

"You shouldn't call your host by their name." Aftran stated. "It makes what we do…to personal."

"Everything that we do with them is personal." Tellion stated. "We take away their bodies. We steal their lives. And now, with this battle, we stole their hope."


Tellion could see in Aftran's Hork-Bajir eyes, the concern that lurked within.

"You did feel it?" Tellion asked. "Your host's hope that they would finally be free from our control?"

"Tellion," Aftran spoke. "I did sense something in my host. Perhaps it was what you would call joy. But it was a felting moment that ended with the destruction of the Andalite Dome ship and the death of their champion Elfangor."

Tellion still didn't speak. Her head only lowered even more so in sorrow from Aftran's words.

"Tellion, none of us truly know of how our hosts feel. I can sense it, I can even understand it sometimes, but I do not truly feel what they feel. Neither can you."

Tellion shook her head. "No, Aftran. You're wrong."

She finally rose her head so that her six individual eyes could fixate upon her one and only friend in the cosmos.

"I…feel Tallaxia's pain. Her desire to be free." Tellion rose to her feet so that she could look Aftran in her face. "I felt her hope, the one moment of pure joy she ever experienced since our people took away her freedom; that was when the Andalites came. And then I felt her soul being crushed when we defeated the Andalites. I also felt her lose that one moment of hope."

"Tellion…what you're speaking…this is nonsense." Aftran said.

"Is it?" Tellion said, her voice that spoke in Nahara, a voice that wasn't rightfully hers. Tellion looked down at the multitude of tenticles that she commanded at her whim, but weren't her own. "Aftran…this isn't right, what our people are doing."

Aftran chuckled the way a Hork-Bajir should, but Tellion was almost sure she detected a faint trace of doubt in her friend's voice. "Tellion, what are you saying? You think that it's wrong for us to desire to be more than being the blind, helpless slugs that we naturally are?"

"But look at what we have to do Aftran." Tellion cried out, almost not sure herself if she cared if others overheard them. "Our freedom is gained at the price of others loss of freedom!"

Before she could say anything else, Aftran grasped Tellion's shoulders and hoisted her onto the edge of her large feet. Her sharp pair of eyes bore into her own six separate ones.

"Tellion," Aftran whispered softly. "You must never talk like this to anyone. If the Visser were to hear you speak like this…or one of his Lieutenants…"

As she was saying this, the scuttling of hundreds of legs caught their attention. A Taxxon, its long insect body stretched out to its full length, skirted across the rock floor, the large cone shaped mouth at the top of its head was low to the ground with its long tongue darting about in a vain search of food to satisfy its insatiable appetite.

Tellion shuddered at the sight. No Yeerk ever voluntarily chose to be host to a Taxxon. In fact, having to control such a beast was only merited out as a form of punishment. Yeerks found in great subordination or having committed minor crimes among the Empire's laws were made to host Taxxons. The greater the punishment, the longer they would have to host the Taxxon. Tellion had heard stories of Yeerks that had hosted Taxxons for too long and had been driven to insanity by the hunger of the Taxxon that they could never satisfy.

Aftran clearly took the passing of the Taxxon as a way to make her point.

"If anyone hears you speak like this, they'll reassign you to a Taxxon for insubordination. Or…" she paused. "You'll be lucky to die of Kandrona starvation. This…is what we are. And there can never be another way of things. I know the things that we talked of, when we were both younger and more idealistic. But that time has passed now. You must understand that this is how things are now Tellion. Your life depends on it."

Tellion looked right into Aftran's eyes, and saw the faint traces of uncertainty lurking within.

"You don't really believe that anymore, do you Aftran?" Tellion questioned. Aftran's silence, and the way she looked away was all that Tellion needed to know the truth.

"Aftran, there has to be another way. Something better than us making other beings prisoners in their own bodies." Tellion pleaded with her one and only friend.

Before her friend could respond, a disruption occurred on the far side of the Yeerk Pool that broke both of them from their immensely secret conversation. At the distance they were, Tellion couldn't see very well what was happening. But the cry that rippled through the surrounding community of controllers.

"Andalites! They're attacking the Yeerk pool!"

"How…" Tellion said, in almost disbelief.

"That's impossible." Aftran said also, her own voice full of shock. "The Visser killed all of them."

Even as she said that, Tellion saw some kind of multi-striped creature launch itself at a Hork-Bajir controller and take it down. Several other creatures of various sizes and shapes appeared as well at random locations around the Yeerk pool. Even as Tellion tried to process what was happening, a creature came streaking down from high above the top of dome that encompass the Yeerk pool, its claws slashing the face of the controller that was holding the younger native that Tellion had seen before. In the next moment, he let go of the uninfested native and absolute pandemonium erupted as all the uninfesteted hosts ran down the pier, overwhelming the few controllers that were stationed along the way and crushing them under the full weight of their trampling feet.

Aftran grasped Tellion and made her look into her Hork-Bajir face. "Tellion, you need to get out of here!"

"But…" Tellion weakly protested, not sure what she should do or if there was anything that she really could do.

"The Andalites are attacking!" Aftran cried. "Your body is not suited for combat! You need to get away and find a safe place to hide. I'll find you when they've been dealt with!"

"Aftran." Tellion said, still hardly able to say anything.

"Tellion! You're my only friend in this existence. I…can't lose you. I'll deal with the Andalites, but I can't do it worrying about you. Now go!"

Tellion didn't want to leave Aftran to face the dangers alone, but deep inside her small being she knew that she would be of little help in Tallaxia's body. And…she didn't want Tallaxia being hurt by her actions, even if she wouldn't truly feel the pain since Tellion's control tentacles could block out such electrical responses to her host's brain if she chose to retreat them back into herself.

Unable to be of any help with the wild battle that was raging before her, Tellion rushed towards a large pile of storage containers and hid behind them. Even as she was taking cover, she saw the form a large Andalite rushing past her. For one fleeting moment, she was terrified that she would be spotted and killed by her people's mortal enemy. Then she heard the terrifying voice echo in her mind.

Andalites! Here? How can any of them have survived?

Not far from where she hid, Tellion could see an Andalite rush into view. Only he wasn't truly an Andalite. Visser Three looked at the small group of mixed controllers that were gathering around him, looking to him for command on what to do.

Don't just stand there you idiots! Use your Dracon beams and fry those wretched Andalites!

A native controller weakly responded to Visser Three.

"We…we don't have any Dracon beams Visser. None of the guards do. They're all locked up in the armory."

The roar of pure rage that echoed through Tellion's mind was enough to make her shrink further back into the darkness that she had found refuge in. Visser Three's tail lashed out with frightening speed, striking the native controller in the head with the blunt side of his tail blade. The blow knocked the controller unconscious, causing the rest to retreat from him in mortal terror.

You useless fools! I'll deal with these Andalites myself!

After that proclamation, Visser Three rushed into the battle, his Andalite body already morphing, growing in size as he advanced. Tellion didn't look anymore after that. She tucked herself into a small bundle and hide behind the crates that she had found safety in. Even there, she wasn't completely free from the effects of the battle.

Why are you sitting here hiding? Go face the Andalites and show them what the Yeerk Empire is made of. You may even manage to get yourself killed, and free me in the process. What of your 'friend' Aftran? You're just going to hide while she risks her life to try and protect you? Come on you slug, go face them and show us all how you aren't a truly pathetic excuse for a living creature. Tallaxia taunted Tellion.

And she didn't let up. As the wild screams of battle raged on from the other side of the crates, Tallaxia continued to mock Tellion as she sat in fear of being discovered. Calling her a coward and a pathetic excuse for a Yeerk, Tallaxia made sure to sting Tellion in any way that was possible in her current state. And Tellion couldn't block out how Tallaxia's feelings were affecting her. A mixture of hope and desire to see her dead. It was torturous state of being that Tellion felt like it lasted forever.

After what felt like a long length of time, the alarms to the Yeerk pool ceased and the cries of battle ended. Even with the horrific sounds ending, Tellion didn't dare to look out from her hiding spot until she was sure that the danger had finally passed.

It was absolute chaos. Controllers of all species were running about, trying to bring order to the situation as they rounded up the freed hosts that had tried to escape. Even from where she was hiding, Tellion could see several Hork-Bajir and Taxxons lying dead on the rocky floor of the Yeerk pool. She hoped that Aftran wasn't among those slain. Tellion didn't know what she would do if she lost her only friend in existence.

Tellion didn't see any Andalite bodies, or those of the strange creatures they had morphed into before attacking. So then they must have all gotten away. That was surely to make Visser Three furious, and gave Tellion even more reason to stay hidden so as to not incur his wrath. Tellion wasn't even sure why the Andalites had chosen to morph into such a bizzare assortment of native creatures, but perhaps there were many different reasons that she couldn't understand. The most likely explanation that Tellion had was that they were trying to make their escape easier once they had completed their attack of the Yeerk Pool.

Or for that matter, Tellion couldn't understand why they had even attacked in the first place. Yes, they had caused immense confusion to the immediate overall operations and had killed several Hork-Bajir and Taxxon controllers, but overall they had accomplished very little. And they had given away their one and only advantage at the moment, that they had survived the battle against Visser Three's forces. Now the Visser knew that there were still some Andalites around to cause trouble and he would no doubt utilize every resource that he had available to find and destroy them.

Maybe that's why they had launched such a disorganized and clumsy attack. It was a message to Visser Three and the rest of her fellow Yeerks. The Empire wouldn't have this world so easily. They were going to have to fight to claim it.

That thought scared Tellion, more than she had ever thought was possible. What if she was caught up in the fighting the next time the Andalites chose to strike? Would she be able to run and hide as she had done before? Would some higher ranking Yeerk see her and send her to face battle and certain death?

Tellion couldn't help but shudder at the concept. Though she had tried so hard to hide from it, war had managed to find her.

She remained hidden, even after the threat had clearly long since passed. Tellion watched with barely the slightest movement as the last of the uninfested hosts were rounded up and placed back in their cages and the dead were dragged away from processing. Tellion wasn't truly sure how much time had passed, only that it was a significant amount.

Knowing that she couldn't remain hidden forever, Tellion drew a long breath into her Nahara lungs and braced herself to return to the fold of the Empire and resume her duties. Just as she began to rise from her hiding spot, her three right turret eyes caught a flash of movement. Tellion froze and kept her eyes focused on the spot that she had seen something.

And there, lurking in the shadows not far from her, was a creature unlike any that she had ever seen. It was small by her Nahara host's size, probably big enough to be scooped up in her four tentacle ending appendages. It had no arms, only wings that were folded in as the creature clung low to the floor behind a large shipping container near the outer wall of the Yeerk Pool's dome structure. Tellion only had to gaze it once in her immobile silence to know what it was.


Tellion stared at what she had always been told was her mortal enemy. She had never imagined that she would actually encounter one in her life, at least she had hoped so. And here he was, close enough that if she were to throw something at him, Tellion was almost certain that she could hit him.

He must have gotten separated from his comrades in their wild flight from Visser Three, in whatever horrific form he had chosen to combat them. And now he was trapped down here. Tellion was certain that every entrance or exit to the Yeerk was now likely under armed guard. There was no way that the Andalite was getting out of here. His only advantage was that no one knew that he was still down here.

Except her.

Tellion's lowest pair of eye turrets lowered to her control pad. If she were to access the device, and active the emergency distress call, every Yeerk in the surrounding area would come running to her position in a matter of moments. The Andalite would certainly be caught, and it would all be because of her.

Catching an Andalite alive…was unheard of. Only Visser Three had managed to accomplish such a feat. This would total change the course of Tellion's existence. It would put her in immense favor with the Visser. He would likely promote her to an officer position on the spot. She could even be made head cultivator of not only this Yeerk Pool, but any future ones that were constructed on the planet. She, Tellion 7854, would finally be someone.

As all these thoughts raced through her, Tellion began to stretch her lower pair of limbs to grasp her control pad. As her tentacle ends began to wrap around its smooth surface, Tellion saw something.

A pair of shadows from nearby controllers passed over the small area where she and the Andalite were hiding. As the shadows washed over the Andalite's hiding spot, the morphed Andalite ruffled its small frame and pressed himself flat to the floor. To Tellion's shock, he pushed himself back further into the shadows in what seemed a vain effort to remain hidden. It was in that moment that Tellion realized what she was seeing.


The Andalite…was afraid.

It was so hard for Tellion to imagine that such an enemy, an enemy she had been taught since her very beginning of existence was a cruel and ruthless force of oppressors, could display a fear that she herself was all too familiar with. Her tentacles instantly halted their entwining grip of her control pad.

If she were to sound the alarm, what would happen to him? His current form was far too small, with no clearly visible ear canal, to be infested by a Yeerk. And the Andalite certainly wouldn't return to his natural form to be infested. Which meant that he would only have one ultimate fate. Torture and death at the hands of Visser Three. And from all of the horrible tales that Aftran had told her, Visser Three had almost a talent for inflicting pain upon a victim for as long as was physically possible to keep them alive. The Andalite would likely wish ten times over for the release of death before actually being granted that kind of release by Visser Three.

Such a horrific fate, even to one that she was told was her mortal enemy, didn't make Tellion feel at ease. She didn't know why, but she remained still as she watched the Andalite cautiously look about. Tellion wasn't even sure how he hadn't seen her by this point. Perhaps he had little experience with the morph he was currently in, or maybe he was too focused on all of the surrounding controllers running about to notice a form that was almost pressed against a nearby storage container.

As Tellion debated to herself what she should do, one of her rotating eyes spotted it. Not far away from where the Andalite was hiding, was one of the many exhaust tubes that vented all of the Yeerk Pool's natural fumes to the surface. It was far too small for either her or any of the other full sized controllers to fit into. But for the morphed Andalite…it was just the right size. The only thing keeping him from being able to flee was that the shutters were closed, no doubt part of the emergency lock down.

When she noticed this, another one of Tellion's eyes spotted a small control panel along the wall. With the right understanding of the panel's systems, the emergency could be override and the shutters could be opened.

The moment that thought crossed through her mind, Tellion thought herself insane. She could…break the emergency lock.

As this thought passed through Tellion's thoughts, she also wondered why such an insane contemplation would come to her. To help an enemy was certain death, and a death that she was sure Visser Three would no likely make just as horrific or even worse than one that would be dealt to the lone Andalite. So why hadn't she already sounded the alarm? Why was she still looking at the control panel?

No matter what rationalization that Tellion kept trying to tell herself, she just couldn't shake the sight of that terrified Andalite hiding in the dark, hoping against fading hope that he wouldn't be spotted and have his life ended in one agonizing way or another. And it wouldn't be long now. Despite his morphed form's smaller size, sooner or later one of the many controllers would spot the Andalite, and that would be it. Unless…

Tellion willed her Naharan body to inch ever so slowly towards the wall, and the control panel. Tellion wasn't really sure what she was even doing. Only that something deep inside her being was propelling her forward. One slow, lumbering step after another, Tellion slid her way across the small space between her and the wall. Somehow, and she still wasn't sure how, the Andalite didn't see her move once in all that time. Then, like the passing of a moment in time, she was standing before the control panel before she even realized fully what she was doing.

As she stared at the faint blinking lights of the small metallic panel, Tellion knew in the very core of her being that this would be her very last moment to turn back. After this, whatever course she had taken would be one that she would face for the rest of her existence, however short that may be. Unable to help herself, she looked back one last time with all six of her Nahara eyes at the almost trembling Andalite.

Yes. This may very well cause her death. But what was her life worth to her, if it came at the cost of sacrificing another's life? Even that of an Andalite. Tellion couldn't bring herself to even think of the unimaginable end of the Andalite would face. It was an end that she knew that she would ultimately be responsible for.

What are you doing? Tallaxia whispered from her small portion of her mind.

Tellion didn't answer her, her thoughts were too focused on her next actions. With a shaking end of her limbs, Tellion rose her top most pair of arms towards the control panel. She placed her tentacles over the surface of the many buttons, and in a blur of both her thoughts and the tapping of the tentacle ends, Tellion override the emergency protocols for the Yeerk Pool's vent systems.

She looked one last time at the terrified Andalite, then wrapped her larger tentacles around the lever next to the buttons. What was wrong with her? Why was she doing this!? Was she completely insane!? Risking her life for the enemy. An enemy that would likely kill her without hesitation if he knew that she knew he was there. What was his life worth next to hers? Very little, or so she had always been taught.

An Andalite's life was worth nothing next to that of a Yeerk. Yet, Tellion couldn't help but feel that valuing a life, even one such as an Andalite's, wasn't crazy. Even as she tried to contemplate that thought, Tellion pulled down on the lever with what little strength her Nahara body would allow.

As if by instinct, or just good observation, the Andalite's head snapped upward at the sound of the vents opening. Its small frame stared for a long, almost frozen in time, moment at the opened exhaust event. Then he flapped his morphed body's small limbs.

Alright! That's my ticket out of here! So long suckers! he shouted out in a voiceless voice. It was the same kind as Visser Three's mental voice that made one's mind want to melt.

With one mighty flap of his limbs, the Andalite took flight and disappeared into the ventilation shaft.

As Tellion stared at the exhaust port in completely befuddled silence, she didn't know what to truly feel. Those words he spoke…was that how an Andalite was supposed to sound? It didn't seem to fit right with their hardened warrior spirit. But what would Tellion truly know? She had never crossed paths with an Andalite before.

As the terrified moment of his escape passed, Tellion tried to make sense of what she had just done. On one hand, she felt absolute terror with the realization of her actions. She had let an Andalite, one her people's mortal enemy, escape. She had just committed treason of the highest order among the Empire's laws. She was a traitor to her own kind. Death by Dracon beam would be the most merciful ending that she could possibly hope for if what she had just done was discovered.

But, at the same time, Tellion couldn't help but feel a strange, almost calming sense of ease pass over her at the understanding that she had just spared a living being of a cruel and terrifying end. In absolute truth, Tellion didn't know what she truly felt in that moment, and what was really the right thing to feel.

You let him go. Tallaxia whispered in almost disbelief. Why did you do that?

"I…I don't know." Tellion whispered herself. "I just…saw that he was afraid…and I just couldn't hand him over to the others."

But he's your mortal enemy. Tallaxia protested. How many of your kin will he kill in the future because of what you just did?

"I don't know. And…doesn't matter." Tellion protested. "I couldn't let his life end the way Visser Three would have ended it. No living being deserves a death like that, not even an Andalite."

You're insane. You just betrayed your people, you know that right? Tallaxia proclaimed. You have committed high treason against the Empire. I could tell the other controllers about what you did the moment you have to leave my body.

Tellion realized that this was true. There was simply no way that she could keep Tallaxia from giving away her actions once she had to return to the Yeerk Pool to absorb the much needed Kandrona rays for her survival. A long moment of silence passed between them before Tellion spoke.

"Will you Tallaxia?"

The moment of silence between them was the longest single space of existence for Tellion that she had ever known. After what felt like an eternity of terror gripped stillness, Tallaxia spoke. Her weary sigh was the first indication to Tellion that her life wasn't about to end.

No…I won't.

Tellion couldn't believe what she had just heard from Tallaxia.

"Why not?" Tellion asked. "I thought being ride of me was your ultimate dream?"

What good would it do me? Tallaxia asked, more to herself than Tellion. Even if the other controllers believed what I was telling them, it wouldn't earn me my freedom. They would just put another one of you disgusting slugs inside my mind and keep me a prisoner for the end of my living days. As much as I despise you Tellion, I'm stuck with you.

Tellion was still in shock by Tallaxia's act of mercy for her, an act that she herself had just shown to her people's mortal enemy. There was a sense of irony to her about that. Tellion instinctively made a faint huffing sound from the back corner of her facial tentacles. Only a Nahara would understand that sign as a form of laughing. Tallaxia easily detected the sign as well.

What? What do you find so funny about any of this? she demanded.

"It's just…" Tellion said, contemplating everything that had happened to her in the last few moments. "I truly owe you my life right now, and all I can think of is that this is the first time that you ever called me by my name, Tallaxia."

There was another moment of long silence between them before Tallaxia spoke.

Don't flatter yourself slug. Tallaxia said with a mental sneer. It won't happen again.