Fan Fiction

Prelude: Paxlon
By Steven Monroe

Chapter 1

The autumn wind blew sharply through the twisting canyons and towers of New New York. Pedestrians, clutching their coats and jackets close to them, marched on with their heads down, braving the cold air of November. Fry and Bender were warily making their way along the streets.

“Jeez, I can’t believe the tube system broke down,” Fry complained.

“Yeah,” answered Bender. “I heard some idiot in Queens crashed into one of the central tube stations with his hover car. The numbskull’s accident caused all the other stations to shut down for ‘safety’!” Bender scoffed.

“Hmph! And now we have to take the bus and walk through this horrible weather. It’s freezing out here!”

“You think you got it bad? My joints are freezing up!” Bender’s screeching legs confirmed this.

They finally arrived at the office, with its oddly shaped tower and large hangar bay. They walked straight into the lounge, where the other members of the Planet Express were waiting. Fry and Bender collapsed into the sofa, shivering from the cold. Leela entered with a pot of coffee.

“I know, isn’t it awful?” she asked. “It’s a record low outside and the tubes are busted. You two want some coffee?”

“That, that would be great, “ shuddered Fry.

Leela poured them two cups. They drank the steamy mixture down. Leela sat down next to them. Farnsworth walked in, carrying a data slate.

“By the way, Fry,” began Farnsworth. “We have an important delivery to make today.”

Fry groaned. “Do we have to work today? It’s so cold!!”

“Well, it’ll be cold enough in space,” replied Farnsworth. “Don’t worry, the ship is heated. Sort of. Besides you won’t want to miss this mission. We’re going to Paxlon!”

Leela looked up, startled. “Paxlon?!”

“Huh? Where’s that?” asked Fry, clueless.

“Why don’t you tell Fry, Leela? I’ve got some paperwork to fill out before we leave.”

Leela looked a little worried. “Uh, sorry, but I, uh, have some things to do with the, uh...ship.” She quickly leaves the lounge and heads toward the hangar.

“What’s her problem?” asked Bender.

“It’s probably nothing,” answered Farnsworth. “Oh, well, I’ll have to explain it myself.” He clears his voice and begins to speak with an excited tone in his voice. “Paxlon is a wondrous planet inhabited by the Paxlonians, a race of great intellectuals, philosophers, artists, and scientists. They are a peaceful and quiet race and used to rule a fair-sized interstellar republic in the Galactic Core. Unfortunately, they were conquered by the Order of Aquarius a few years ago, in 2996, I think.”

“The Order of Aquarius?”

“They’re an ancient group of mainly humans and a few other aliens dating back to about 2050. They believe that democracy is unfit to govern society and that they, with their superior intelligence and technological skills, should rule the entire galaxy. They operate out of Parnitha, a planet deep inside the Core. They’ve had a huge impact, for better or worse, on the Milky Way and the universe on the whole.” He looks at the clock on the wall. “Oh, my! I’m sorry Fry, but I’ll have to tell you more later, while we’re on our way. I’ve got a lot of work to do. And so do the rest of you!” He points toward the rest of the employees. “All of you, get to work! We have much to prepare for the flight!”

“Are we all going?” asked Amy, standing up.

“Why yes, of course!” answered the Professor.

“Wait a sec, how come we’re going to Paxlon? Are we still at war with the Aquarians?” asked Bender.

“Of course, Bender, but we’re part of a deal between DOOP and the Empire of Aquarius. The Aquarians have agreed to temporarily lift the trade barriers and allow certain transactions and deliveries to be made between it and the rest of the Universe. We were very, very lucky to be chosen to deliver a new computer system for the Grand University of Paxlon. Now, everyone, get to work. I want everything to run smoothly. Be sure to see Dr. Zoidberg for a check-up before we leave. Remember, no trouble, all right? We are scheduled to leave to meet our escort in orbit at noon.”

Bender, Fry, and Amy reluctantly rose and followed Hermes toward the hangar.

Chapter 2

“All crew, prepare for takeoff in five minutes, “ ordered Leela over the intercom.

The bridge of the Planet Express ship was filled with flashing lights, glowing panels, and employees working on the final preparations before launch.

“Bender, what’s the status of the power systems?”

“The reactor and containment systems are online. Primary and secondary power grids are fully functional.”


“But I still don’t see why I couldn’t bring that keg of beer!”

“Alcohol is highly controlled on Paxlon, Bender,” answered Farnsworth as he entered the bridge. “We don’t want to complicate things. The Aquarian presence on Paxlon might not be apparent but they’re there, and they are very good at enforcing their policy. You’ll only be allowed to drink alcohol rations given to you by the maintenance robots. You’re lucky they’re even allowing you that much. Very few of the robots in the Aquarian are actually powered by alcohol.”

“Fine then,” replied Bender, in a highly resentful tone. Great! he thought. A long, boring flight to a dull, wimpy planet and I can’t have any booze! Oh well, I got other stuff. And then there’s Flem-bot... He smiled.

“Okay,” began Leela, sitting in the captain’s chair. “All crew members report to the bridge and buckle up for take-off. One minute until launch.”

All of the Planet Express employees quickly returned to the bridge, with Hermes, Amy, and Zoidberg sitting on the sofa at the front of the bridge. Leela, Fry, Bender, and the Professor sat at their stations.

The comm-radio activated. “Planet Express Ship, this is Air-Space Traffic Control. You are clear for take-off. Your escort is waiting in orbit.

“Thank you, Control,” answered Leela. “We are ready for take-off. Powering up sub-light engines.”

An audible rumble began from behind them as the engines warmed up. The hangar bay doors opened up, revealing a blue sky filled with countless aircraft and cars.

“Take us up there, Leela,” ordered Farnsworth, with a faint smile on his face.

“Yes, sir.”

The engines roared, spewing out flame and radiation. The rocketship blasted off into the air, leaving behind a stream of smoke and hot gas. They quickly shot through the atmosphere and reached orbit. The black of space, with its sparkling stars, filled the windows.

“Okay now,” said the Professor. “We should be meeting with the escort cruiser shortly. Ah, yes, there it is! Isn’t it majestic?”

Fry’s mouth dropped open at the sight of the monstrous ship. It had to be at least one and a half kilometers long. The cruiser was roughly delta-shaped and was bristling with laser turrets, missile launchers, and other implements of war that were so necessary in the year 3000.”

“That’s our escort?” Fry cried out, totally amazed. “I’ve never seen a ship so big!”

“yes, a Dreadnought-class battle cruiser, and the mainstay of the Aquarian Fleet. It’s one of the most powerful warships in the Universe, second only to the Aquarian Leviathans, but of course, nothing is more-”

A voice over the radio interrupted Professor Farnsworth. An abrupt and forceful voice boomed: “Planet Express Ship, this is the AFS Manticore. Send us your ID verification signal now.”

“Yes, Manticore,” replied Leela. She tapped a few keys on her command console.

“Identity confirmed,” spoke the officer on the Manticore. “Lower your shields and move on the following heading: 37° q, 80° f, 30.1 kilometers.”

Leela turned toward Farnsworth. That will put us right in front of her launch bay and primary weapons array. They could kill us with one shot!”

“Nonsense! They won’t hurt us! This is a mission of peace. Do as he says.”

“Fine.” She hesitantly entered the course into the navigation computer. “I just can’t believe DOOP let a Dreadnought this close to Earth.”

“Yes, they are indeed dangerous,” replied Farnsworth. “But don’t forget: they’ll be protecting us during the flight. No pirates or marauders will dare attack us.”


She faced her command console again. I just hope I’m not making a mistake, she thought. I almost think I shouldn’t go to Paxlon. It’s just too `ig of a risk. What if he finds me...?

“Planet Express Ship, this is the Manticore. We are powering up our convenience drive. We will activate it as soon as you are in place with the inertial field.”

“Wait,” Fry began. “We’re not going to dock with them?”

“I don’t why you would want to,” answered Leela. “They’re all a bunch of blood-thirsty warriors.”

“Actually,” said the Professor. “The Aquarian officers and crew members are quite professional and highly discipline, even in the heat of battle. But the reason why we’re not docking with them is for security measures. They don’t want a ship with bomb inside blowing up one of their prized ships, or a spy hacking into their computer banks. We’re not the only ones risking something, Leela.”

“Besides,” began Bender. “I heard there’s nothing on those ships that would interest us. No bars, no shops, no restaurants, no hookers. I don’t see how they can stand it.”

“This is the Manticore,” crackled the speakers. “Activating convenience drive now.”

The blue field of the Aquarian convenience drive engulfed both the Planet Express ship and its behemoth companion. The field of stars soon gave way to tiny streaks of light flashing by them. As they were hurtling through space, they could see the ghostly gravitational eddies twirling around them, a side effect of the convenience drive.

The crew relaxed after going into FTL (faster-than-light) flight. Hermes and Dr. Zoidberg returned to their respective quarters to work on more paperwork and prepare for their arrival. Amy filled the time reading about the museums and universities on Paxlon. Bender sat at his console, powered down to conserve energy. Fry, Leela, and Farnsworth remained on the bridge talking. Leela said very little, and often stared out into space.

“Why does it look different than when the Planet Express ship goes faster than light?” asked Fry.

“The, uh, Aquarians use a different sort of convenience drive,” answered the Professor. “It allows them to move much faster and propel larger ships than normal convenience drive used by DOOP. It’s supposed to be a lot more efficient, too. However, the gravitational disturbances are easily detected. It gives away their positions. But they’re not worried about that. They take advantage of the fear factor of knowing that thirty Dreadnoughts and two Leviathans are heading toward your system. That’s what they did to Paxlon.” He sighed and looked down. “It’s a real shame that Paxlon had to be conquered.”

“So, what’s the deal with these Aquarians?” asked Fry. “People seem sort of...nervous when they’re mentioned.” He glanced quickly toward Leela. She kept on looking out the window, both indifferent and somewhat worried.

“Well, not much is known about the specifics of their history, but, like I said before, they’ve been highly influential, having started the three Great Galactic Wars. They were the first humans to invent the convenience drive in 2061 as well the antimatter generator. They built a modest fleet of warships and exploration cruisers and traveled around the galaxy. They ended up started the First Galactic War in 2062 with the other alien nations in the Milky Way Galaxy due to the Aquarians’ aggressive colonization policy. The Aquarians’ managed to win the war after conquering Paxlon for the first time and using its resources to build numerous battle cruisers and anti-matter bombs. However, their leader and founder, David Madison I, decided to show mercy and engineered the Rigel Treaty of 2066. This monumental document restored the interstellar borders, gave the Parnitha System to the Aquarians, and, most importantly, created the Democratic Order of Planets, with Earth as its capital.”

“Hold on,” demanded Fry. “If the Aquarians wanted to conquer the Universe and and snuff out democracy, why did they just give up and create DOOP?”

“That is a great mystery. Some say that Madison I had a change of heart. Others think that he believed that the newly created Aquarians couldn’t control the Milky Way, and that they needed more time to build up its organization and resources before they could have victory. But, nonetheless, the other Aquarians weren’t happy with his decision. I guess they wanted power and glory immediately. Anyway, in 2401, Abraham Madison, who is considered by some to be crazy, attacked and decimate all the major planets, including Earth, in the Second Galactic War. DOOP, Paxlon, and the Cathor Empire all fell, and Abraham crowned himself emperor of the entire galaxy. Fortunately, his son,

Seth, did not agree with his father’s actions and ideas. He succeeded Abraham after his father was killed by two aliens in 2445. After his rise to power he disbanded the empire and reinstated the terms of the Rigel Treaty. The Aquarians laid dormant for over five hundred years, until recently. About four years ago they began attacking Paxlon and other smaller nations in the Galactic Core. Their new leader, David Madison II, has made himself emperor of the new Aquarian Empire. The Third Galactic War still continues.”

“But, how come I’ve never heard of this war if it’s been going on ever since I was unfrozen?”

“The war slowed down in the middle of 2999, well before you were thawed out,” answered Leela, finally speaking again. “Since then only a few minor skipmishes have occurred and I doubt that you would have even known about those, either.”

“Yes, the Aquarians seem to be slowing down,” said the Professor. “But I think it’s because they’re pulling together their resources and consolidating their power. It would not be true to their philosophy to stop now. They’ll continue until they have the entire galaxy!”

Leela looked down and looked really depressed. She sighed.

“Something wrong, Leela?” asked Fry.

“No, no.” She looked up at him. “It’s just that a few things have been, uh, bugging me lately.”

“Like what?”

Before she could answer, a beeping was heard over the comm-radio.

“Planet Express Ship, this is the Manticore. We’re approaching Paxlon. We will arrive in 5 minutes. Keep your shields down and your comm-radio on. After entering orbit you will dock with the space station Helios at the following coordinates: 30° N, 40°W, altitude: 5010.7 kilometers.”

“Entering coordinates, Manticore,” Leela replied after returning to her chair. “Captain Leela to all crew members. Return to the bridge. We are approaching Paxlon.”

The remaining employees re-entered the bridge. Fry reactivated Bender.

“What, what? Are we there yet, Fry?”

“Just a little further”

“Planet Express Ship, this is the Manticore. We are powering down the convenience drive.”

The ship shuddered as they dropped back into normal space. The gravity eddies and whirlpools vanished and dissolved into oblivion.

The Professor quickly stood up and pointed out the window, smiling. “Ah, yes, there it is! Paxlon!”

As the two ships flew toward their destination, the Planet Express employees got a good look at Paxlon. The blue oceans and green, verdant land masses filled the front window, with a white moon off in the distance. The planet’s surface was dotted with dark spots, the newly constructed High-Output Industrial Centers (HOUIC’s), where countless weapons, computers, generators, and other products rolled off endless assembly lines. They were many more celestial HOUIC’s in orbit. They flew past a huge metallic complex in space. It was another industrial center, one that concentrated on starship construction. They could see a vast myriad of others, with cargo ships and transports shuttling materials and personnel in between them. And all around them were the mammoth Dreadnoughts, forming a blockade against any unapproved flights.

“Manticore to Planet Express Ship. We are approaching Spaceport Helios. Prepare for docking procedures. Head for docking bay 7A-5, platform 34.”

“Understood, Manticore,’ Leela replied.

The superstructure of the Manticore slowly banked and turned away from the small green ship darting toward the space station. Spaceport Helios, at over ten kilometers wide, was a typical port designed to handle the heavy traffic of Aquarian transports. The main structure was spherically shaped, with towers, gun turrets, observation ports, and large docking bays jutting out of its outer surface. Ships moved in and out like bees in a huge steel beehive. The Planet Express ship maneuvered through traffic toward their docking bay. The radio crackled.

“Planet Express Ship, this is Helios Traffic Control. You have been cleared to enter Docking Bay 7A-5.”

“Thank you, Helios,” answered Farnsworth.

“Enjoy your stay on Paxlon.”

Docking Bay 7A-5 was roughly boxed in shape and rose out of the station’s outer hull. The side facing away from the surface was open, covered only by an invisible shield that kept the air in and allowed ships to pass through. Inside, they could see a maze of countless platforms, catwalks, tubes, and docking claws, with a large open space in the center. A myriad of cargo ships were inside, ranging from the standard, regulation Aquarian cargo ships to bizarre insectoid ships piloted by even stranger beings. The Planet Express ship flew through the shielding and landed on a platform. A large hovering platform, with maintenance and security robots, landed beside them and let off its occupants. Two nearby elevators opened and out marched four squads of Beta troopers, dressed in blue armor and armed with concussion rifles. They marched into their security positions around the ship. (see endnote 1 at the end of the book)

An envoy of three Aquarius officers and three red-armored Alpha troopers with type II concussion rifles followed behind the Betas. They walked up to the ship to greet its crew.

Fry and Bender lowered the hover-dolly with the bulky computer down from the cargo bay, while the others stepped down the main stairwell to meet the officers. Leela stayed in the back, eyeing the soldiers with suspicion, while Professor Farnsworth and Hermes walked toward the three Aquarians. The buzzing activity in the docking bay continued around them.

“Welcome to Paxlon,” began the officer standing in the front, with a polite smile on his face. “I’m Captain Michael Finkelstein. I hope you will enjoy yourselves during your visit.”

“I am certainly looking forward to it,” answered Farnsworth. “I thought I’d surely never get to see Paxlon, what with the war and all.”

“Yes, the war,” said the captain, quietly, almost to himself. “Well, I must remind you that if you want to go to the surface, you must remain in the company of Aquarian troops at all times, for security reasons.”

“Yeah, your own,” said Leela, under her breath. The captain apparently did not hear.

“We’ve arranged for your own quarters on Helios. If you need anything or want to go to the planet itself, feel free to call me or one of my staff.”

“Thank you very much, Captain Finkelstein,” replied the Professor.

“Come with me, please. I’ll show you to your quarters.”

Hermes, Farnsworth, Zoidberg, and Amy followed the officers to the elevators while Leela walked back toward the ship.

“Where are you going, Leela?” asked Amy.

“I’m going to help Fry and Bender deliver the cargo.”

“You don’t have to do that, their robots will help them. Besides, don’t you want to unpack in your quarters?”

“No, thanks, I’m just going to sleep on the ship.”

“Why? I heard our room are going to be really nice, with all the modern comforts and more.”

“Well, it’s just that...those Aquarians sort of, uh, freak me out. They’re so cold and disciplined. They’re all bent on conquering the galaxy. They just see us as future prisoners and slaves after they take over.”

“They seem nice to me. Besides, they won’t do anything to us while we’re on a mission of peace.”

“They’re just going along with this ‘mission of peace’ to get the computer and the cargo that the other DOOP ships are delivering to other places in their empire. There’s no goodwill and kindness motivating them, just greed.”

“Gee, you seem pretty hard on them. Well...you should at least come down with us to the surface to tour the planet.”

“Maybe, but I’m not comfortable about having troops escorting us at all times.”

“We’re lucky that they’re letting us down there at all.”

Leela sighed and looked behind her. “I’m going to help out Fry. You can go along.” She began walking back to the ship.

“I’ll call you when we leave for the surface!”

Leela didn’t answer. Amy walked into the open elevator and headed down to join the others. Leela approached Fry and Bender, who were lounging beneath the spaceship. She noticed that their hover-dolly was gone.

“Hey, what happened to our delivery?”

“The robots took it,” answered Fry.

“Yeah,” continued Bender. “They even offered to examine the ship for any break-downs.”

“I’m not letting any Aquarian robot, human, or alien onto my ship!”

“Jeez, what’s your problem?” asked Fry. “You have something against the Aquarians?”

Leela sighed. “Besides the fact they’re bloodthirsty plunderers, they....” she hesitated.

“They what?”

“They...” she chokes a little. “They killed Sarah.” A tear flowed down her face.

“Who’s Sarah?”

She begins to cry a little more. “She...she was my best friend at the orphanarium.” She sniffs.

“Oh, I, uh, I’m so sorry, Leela,” replied Fry.

“How did it happen?” asked Bender.

“It was before the war began. We were both sophomores at Mars University at the time.” She paused for a second, as she wiped back a tear. “We both had saved up enough money to go on a space cruise in the Galactic Core, beyond Paxlon. We were having a great time, at the parties, at the pool. But...” she stops again. “A Dreadnought stopped us. One of their criminals, a serial killer, had sneaked aboard. He took over the spaceliner’s weapons and fired on the Dreadnought. They returned fire and...” She paused again. Tears ran down her face.

“She was killed in the attack?” Fry asked.

She nodded, her eyes full of tears. “It just wasn’t fair! She was so young, so full of hope. She had the sweetest smile and laugh. She was the only friend I had. And now...” She put her hands in her face and sobbed loudly. Fry handed her a tissue.

“Thanks.” She wiped her face and blew her nose. “I...managed to reach an escape pod. The warship picked up the survivors and, after investigation the ‘incident,’ as they called it,” She growled at that word. “they brought us back to DOOP territory. I...returned to school where I met...” She stopped talking and ran back into the ship, crying.

“Wait, Leela!” Fry tried to follow her, but Bender stopped him.

“Don’t bother. She always does this. Just leave her alone.”

“But I...she...” He looked toward the ship, his face full of concern.

“No! I’m going to help her!” He entered the ship and looked for her.

Leela was sitting in her quarters on her bed, still crying. Fry knocked on her door.

“Leela? Can I come in?”

“No, I...I just want some time by myself.” She sniffed. “Why don’t you, you just stay with Bender. Walk around. I...I need to collect myself.”

Fry frowned. He was truly worried. Why doesn’t she want to talk? he thought. I’m a friend, a shoulder to lean and cry on. We’re close enough. He turned around and walked outside with his head down.

“Don’t you worry about her, Fry. I know how she thinks and feels remember?”

Fry thought back to the temporary empathy chip that Farnsworth had installed in Bender and tuned to Leela’s emotions.

“She just needs some time to herself,” Bender continued. “Come on! Let’s try to find some fun on this god-forsaken hunk of metal.”

The two walked toward the elevator and pushed the button. Fry turned back to face the ship, with a worried look on his face.

“I hope she’ll be all right.”

“Don’t you worry about her, she’s a tough chick.”

The doors opened and they stepped in.

“Hey, Fry, why don’t we head for the Promenade level. I heard they got some good stuff down there.” He winked.

Fry sadly looked at the ship again. “Yeah...okay.” He pushed the button for the Promenade.

Chapter 3

Amy and Zoidberg walked through the sterile metallic hallways of Helios, toward the Professor’s guest quarters. They opened the door and went in.

The room was well-decorated and furnished, with food dispensers, a super-high definition TV, a computer console, a king-sized bed, a sofa, and plenty of chairs. Farnsworth and Hermes were sitting around a table, talking.

“You wanted to see us, Professor?”

“Ah, yes, Amy, I wanted to know if you two wanted to go with us to see the Paxlon Museum of Intergalactic History?”

“I’d love to go!” she replied.

“I as well would like to go,” said Zoidberg in his usual (alien? Yiddish?) accent.

“I haven’t been able to contact Fry and Bender,” said Hermes. “Dose two had better not be screwing around.”

“They probably don’t want to go anyway,” replied Amy, a little annoyed. “It’s their loss, though, they’re really missing out on a rare opportunity. Have you asked Leela yet?”

“Uh, no,” answered Farnsworth. “I thought she wanted to stay with the ship.”

“Maybe I can get her to come.”

Amy walked toward the video-phone and called the ship. After a few seconds’ delay, Leela answered, trying to look calm, but her face betrayed her.

“This is Captain Leela-oh, Amy, it’s you.” She sniffled.

“Are you okay? Were you crying?”

“No, no I’m just fine,” she answered abruptly, trying to act cheerful. “What do you want?”

“Uh, why don’t you come with us to the surface? We’re going to see the Museum of Intergalactic History.”

“I don’t know, I’d rather stay and watch over the ship.”

“Gee, you’re almost as bad as Bender and Fry. You’re going to regret missing this. Besides, they have security guards and robots all over the place.”

“That’s why I’m staying.”

“Come on, stop being so paranoid. It’ll be fun. You’ll never get to do this again. It might even take your mind off...” she hesitated.

“Whatever I was crying about?” Leela finished her sentence.

“Yeah...I guess.”

Leela thought for a few seconds.”

“Well, I guess I’ll go.”

“Great! We’ll meet you at the ship to pick you up. See you there.” They both hung up.

* * *

The Promenade was as lively as ever, with its large collection of shops and restaurants for the weary traveler. Everything from books to computers to candy was sold there. Fry and Bender were walking down the wide corridor of the Promenade. Though humans, dressed in space jumpsuits, uniforms, and Aquarian armor, dominated the crowds, several species of aliens were seen, including the slim and fair Paxlonians, red-skinned ant-like people, amorphous blobs of protoplasm, bipedal reptiles, long snake-like creatures, aliens with three humanoid bodies sharing one pair of legs, and even a donut-shaped being with eight arms that rolled around on its side. An occasional squad of Betas and white-armored Gammas marched down the Promenade, with all the aliens scurrying out of their way, out of fear.

“Wow, Bender, I’ve never seen any of these aliens,” said Fry, as he dodged a flying fish-like alien. “They’re so weird.”

“Yeah, they’re all from the Galactic Core. They’ve been conquered by the Aquarians during the war, who won’t let any of them leave. Some of them don’t seem to mind. But others...Wait, there’s the guy I’m looking for.” He pointed toward a rusty alien with a squat, humanoid body. It was hanging out near one of the walls of the corridor. It recognized Bender.

“Bender, my man!” it exclaimed happily in a vaguely Old New York accent as he approached them. “How you doing?”

“Not so bad, Flem-bot.

“Hey, who’s the meatbag?”

“This guy’s Fry. He’s, uh, a friend of mine.”

“Um, okay, I never thought a’ you having human friends.”

“Yeah, well, maybe I’ve changed a little. But not much.”

“I thought I’d never see you again, my friend, wit the war and everything.”

“Uh, huh. Hey, do you know any good places on this pile of scrap metal?”

“Shhh!! Quiet! You don’t want those Aquarian freaks hearing ya. I know a lit’l joint in a nice dark alley. Jus’ follow me.”

He turned and led them down a nearby alley, away from the bright lights of the Promenade.

“So, where are we going?” asked Fry, as they walked deeper into the twisting alley.

“You’ll see,” answered Flem-bot. “It’s a lit’l secret place. The Aquarians don’t allow any bars, hookers, or jacking-on, especially not in the Paxlon system.”

“So why are you here?”

“I was stopping at Paxlon on my way to Earth, to escape th’ war, but th’ Dreadnoughts go here before I could leave. They blockaded th’ entire system an don’t let anyone in or out wit’out dare permission. I was luck not ta get caught and reprogrammed. I was working on gettin’ a flight out of here, but so far no luck.” He turned towards them. “Unless you guys have a ship...”

“I don’t know, Flem-bot,” answered Bender. “I don’t think we can smuggle you aboard. We’re part of a highly controlled trading mission. I’m sorry.” He looked down.

“Hey, don’ worry ‘bout it. I’m having’ plenty of fun here. I’ll be fine.”

They continued to the end of the alley.

“Here we are!” exclaimed Flem-bot, as he knocked on a steel panel on the wall. A small slit opened and two squinty eyes looked through it.

“Oh, it’s you, Flem-bot. Who are these guys?” came a gruff voice from the other side of the panel.

“Don’ worry, they’re friends o’ mine.”

“Hmm....Okay. You can come in.”

The panel slid open, revealing a dark bar with seedy-looking patrons. An old iZac robot and a scaly alien served as barkeepers. Aliens and robots filled the room, drinking beer and cheap liquor, smoking cigars and cigarettes. A few robots in a corner were jacking-on. Flem-bot, Bender, and Fry approached the bar.

“Hey, Flem-bot,” greeted the scaly barkeep in a burly voice. “These your friends?”

“Yeah, this here’s Bender, an old roomie from before the war. And this guy’s Fry.”

The reptilian alien eyed Fry suspiciously.

“A human, eh? We don’t serve your kind here.”

“Come on, Zgrat,” said Flem-bot. “He’s no Aquarian, he’s from DOOP.”

“Well, alright. but I got my eye on you. Don’t you do nothing funny.”

“Hey, don’t worry about me.”

“Hmph. What can I git you three?”

“Two oil lagers and, uh, a LoBrau beer.”

The barkeeper poured them their drinks.

“So, Flem-bot,” began Bender, as he picked up his drink. “What are you doing ‘round here, anyway?”

“Oh, I run a few small scams once in a while, for money. A lot of the people here don’t like the Aquarian freaks’ ban on contraband, like beer and tobacco, so there’s plenty o’ opportunities for a smuggler here. If they don’t get caught.” He gulped down some oil. “I help some of them sell their stuff to the more, ah, disgruntled aliens. But, ‘sides that, I spend my time here, in Zgrat’s Den.”

Flem-bot and Bender continued to talk about other things, catching up on the last few years of each other’s life. Fry lost interest in the conversation and began to think about Leela. Wow, he thought. No wonder Leela was so edgy. She has to face the people who killed her only friend. She must had been so alone after she died...

He looked up at a TV screen on the wall. It was set to the signal of a hidden security camera pointed at the entrance of the alley on the Promenade. Zgrat had set it up to be on the lookout for raids by the soldiers. Fry watched the crowds of people walking along the streets. He saw another squad of Beta troopers marching through the center of the main corridor.

Gee, he thought. They don’t look so blood-thirsty. They seem more cold and impersonal, with their disciplined march and helmets hiding their faces. They’re focused on their only objective, to conquer the universe...But why do they want to do that? The universe is fine without them. They only cause trouble and misery, like with Leela. He sighed. What’s so wrong in the galaxy that they have to use war to end it?

He sighed again and ordered another drink.

Chapter 4

The elevator car reached their platform. Farnsworth, Amy, Hermes, and Dr. Zoidberg stepped off. Leela was watching the maintenance robots exam the ship’s hull. A shuttle was hovering at the other edge of the landing platform, with its forward boarding stairwell extended and ready for them to board. Captain Finkelstein was waiting at the bottom of the stairwell, with two Alphas at his sides.

“Come on, Leela,” called out Amy. “The shuttle’s here. Let’s go.”

“Hold on a second, I wan to wait until these guys leave,” she said, pointing at the insectoid robots crawling over the ship. “I don’ want to leave them alone with my ship.”

“Don’t worry about them,” replied the Captain Finkelstein, with a smile on his face. “They’re just checking for fissures and micro-breaches in the outer hull. It’s a standard procedure.”

“I’d rather stay,” said Leela, apprehensively.

The captain’s smile disappeared, replaced with a more wary look. He eyed her with suspicion. Leela returned the look.

“Can’t you just order the robots to leave until we come back, Captain Finkelstein?” asked Dr. Zoidberg.

“Well...I guess so...” he said slowly. With his eyes still on Leela, he took out a comm device and typed out a command for the robots. They jumped off the ship and flew away.

“There, are you happy?” he asked, in a curt manner.

“Yes, I am. Thank you.” Her voice still carried her suspicion.

“Hmmm...” He turned toward the rest of the group. “The shuttle is ready for your use. I’ve ordered my pilots to take you to the museum and then fly you anywhere else you wish to go on Paxlon. Within reason, of course.”

“Thank you, Captain,” said Farnsworth, as he and the others boarded the waiting shuttle.

Leela went up last, reluctantly. She looked again at Finkelstein. He glanced at her, turned away, and quickly left. The Planet Express employees sat down at their seats. Six Beta soldiers were seated along the walls, weapons in hand.

“Please fasten your seatbelts please,” requested the pilot over the intercom. “We will be leaving shortly.”

The shuttled powered up its engines and took off. They passed through the shield and joined the rest of spaceships heading for Paxlon.

Captain Finkelstein watched them leave. He stepped into the elevator and pressed the button for Helios Control Room. He took out his comm unit and dialed a number.

“Governor Malthus? This is Captain Finkelstein. I think I’ve found her.”

Chapter 5

Aquarian Control Center

Chancellor Benjamin Madison slowly walked through the tremendous halls of the Aquarian Control Center, toward the throne room. On one side huge transparent-aluminum windows covered the wall, showing a wonderful view of the vast and majestic city which housed the center of the entire Aquarian Empire. The skyline was filled with the monolithic arcologies, huge, carefully designed buildings full of apartments, stores, schools, and factories. Between them were situated the tremendous, pyramid-shaped High-Output Industrial Centers, churning out countless weapons, electronic components, shield generators, robots, and other materiel for the war.

The Chancellor looked up at the sky. The sun was rising, casting brilliant orange light on the skyline of the city. Countless transports, Delta patrol craft, and shuttles buzzed around the sky, like metallic bees, glistening the light of the sun. In the sky, one could see the huge collection of space stations and Dreadnoughts in orbit over Parnitha. They were but dim lights and small dark shapes in the early morning sky. At night they looked like multicolored stars and lightning bugs, moving quickly across the ceiling of the night sky. A few hours before noon they would all but disappear.

He looked at them with both awe and disgust. The Chancellor was a young man, only twenty six, but a man of great skill, training, and, perhaps, insight. To him, the sights of Parnitha were mighty achievements of the Aquarians, a glorious display of their power and knowledge, but symbols of their relentless war with the rest of the universe.

He sighed. He was beginning to tire of their Great War. It was wearing him down. The constant fighting, the endless preparations and building, and the nonstop training, planning, and scheming. And for what? Where was the honor in this war? He knew the Emperor (who was only a few years his elder) wanted to subjugated all of the galaxy, all under his and the Aquarians’ rule. True, this could end certain injustices, vile crimes that he himself had witnessed. The genocides carried out by the Cathors. The incompetence and corruption of the DOOP officials. The chaos, bloodshed, piracy, and petty warlords of the Other Zones, the areas in the Milky Way which none of the three great nations controlled. But, the war still seemed pointless. There were other, more gentle ways to answer these problems. Relentless war of subjugation was definitely not on.

He sighed again. A squadron of black-armored Sigma and Omega troops, answering only to the Emperor himself, marched by him. These soldiers, with their chiseled faces and lack of any remorse or feeling, made even the elite Alpha warriors seem warm-hearted. These were the ultimate tool of the Emperor to ensure his dominance and the Aquarians’ loyalty.

Grand Admiral Tharkos, dressed in formal black and red armor with the Aquarian Fleet insignia over his heart, got off a nearby elevator. He saw Benjamin.

“Ah, Chancellor, I was looking for you. The Emperor would like to see you.”

“Yes, I know, I’, heading there now,” he said, with a trace of resentment.

“He wants to talk to us about beginning the campaign against DOOP.”

Benjamin looked surprised.

“We’re moving into the second stage of the war? Now?”

“Well, not now, but soon enough. Within a few months the Leviathans Tiamat, Malystryx, and Draco will be charging into DOOP, toward Rigel and then-”

“And then to Earth,” continued Benjamin, tinged with slight sadness “To victory.”

“Are you all right?”

“Yes, yes, I’m fine.”

“You’re not having any regrets about the Emperor assigning you the position of Chancellor, are you?”

“No, of course not. I serve the Emperor as faithfully as anyone else.”

“I should hope so. We’re entering the vital stage of the war: the fall of the Democratic Order and those blasted Cathors.”

“Mm-hm,” he listlessly answered. He began to return to his earlier thoughts, before Tharkos came.

They entered a special elevator and went up to the throne room. They got off at the top floor and walked into a modest room, with the entrance facing them. The entrance doors, guarded by two Sigma troopers, were carved from the hard wood of the Trython trees of Caladan. The Order of Aquarius’ symbol (see endnote 2 at the end of the book) was engraved on each door. The guards saluted Tharkos and Benjamin and opened the double doors.

The throne room was a large circular chamber, over 30 meters in diameter, with a transparent dome as a ceiling. Large windows, with statues of past Aquarian rulers in between them, gave the occupants an all around of the Aquarian Center. The Parnithan sun had risen some more and was already peaking over the skyline, casting long shadows in the room. Armed Sigma, Omega, and a few Alpha troopers lined the walls. Three large holographic projectors were located in the center of the floor. Opposite of the entrance were the two Imperial thrones, also carved from Trython wood. Only one was filled.

The Emperor rose to greet the Chancellor and the Grand Admiral. They both bowed toward him. He smiled. He had the same brown-black hair and athletic build of Benjamin. His face had a dignified, royal look to it, and added to his aura of power and nobility. He spoke with great confidence and force.

“Ah, Benjamin and Tharkos. So good to see you. I trust that the campaign against those upstart rebels was successful?”

“Yes, my lord. They were crushed with the upmost efficiency. Whoever wasn’t killed has been captured and imprisoned for treason.”

“Good. And you, Benjamin? What does the Imperial Council say?”

“They approve of your proposal to build more High-Output Industrial Centers in the Paxlon system.”

“Very good. I’ll assign you the task of dispatching our workers and transports to Paxlon.”

“Yes, my lord.”

The Emperor’s smile faded away. He turned toward Tharkos.

“Grand Admiral, you may leave for the Morgoth. Continue to monitor the space traffic in the Parnitha system.”

Tharkos bowed, turned away, and left. The Trython doors slammed with a resounding thud. The Emperor returned to his throne and picked up a message slate on the seat next to him.

“Benjamin, I’ve received a, uh, intriguing message from the governor of Paxlon.”

“Is it about the special delivery from DOOP? That’s the new computer for the university, is it not?”

“Yes, it is, but that’s not really the point. It’s a crew member on the delivery ship?”

“Oh? What about him?”

“She is someone I knew from Mars University.”

“Oh, really? Who could that...” He stopped for a second, as the thought struck him. “Oh. Her.”

The Emperor smiled. “Yes, it’s her. She has finally flown into my domain.”

“Please, don’t do anything reckless, David. If Father knew-”

“Father will not know about this! As long as you don’t say anything to him.”

“I won’t, my brother, but you must not pursue anything here. Don’t be too hasty. She’s a citizen of the Democratic Order and is beyond your reach.”

Emperor Madison gave him a stern look.

“You are not in a position to tell me what to do. I am the Emperor of the Aquarian Empire, not you. I was the first born of our father, Isaac Madison, the previous ruler of the Aquarians. You had the misfortune of being born second, though you do get to be my Chancellor.”

Benjamin looked down. David smiled deviously.

“Besides, you think she won’t defect? I know her well. She’s frustrated with the depravity and utter incompetence of the Democratic Order. She’ll even forget that little ‘incident’ involving her friend. She’ll realize that it was an accident.”

“I know...but she won’t go to your side. She won’t love you again.”

David’s smile disappeared, replaced by a frown and an angered countenance.

“She did once.”

“Before she knew about your true allegiance, your true identity. You did lie to her.”

David turned around, pacing back toward his throne, in contemplation.

“You can’t get her back, David. I’m sorry.”

“Hmm... I deserve at least to talk with her,” he said, in deep thought. “After she found about me, we both left Mars, so very quickly. I never had a chance to say anything to her since. She never tried to contact me, not even to call it off...”

“Oh, yes, I forgot about that. You two are still technically-”

“Enough!” he yelled. He collapsed into his throne. He pressed a button on a nearby panel.

“Grand Admiral Tharkos, this is the Emperor.”

“Yes sir?”

“Please prepare the Morgoth for me. I need to travel to Paxlon for personal matters. Inform only Paxlon’s governor of our flight and our arrival time.”

“Yes, sir, we will be ready for you.”

“Thank you, Tharkos.” He ended the transmission and looked up at Benjamin. “Send a message to the governor of Paxlon. Tell him I order him to prevent the, uh,” he looks at the data slate he’s holding. “-Planet Express Ship from leaving the Paxlon system. Tell him to locate the crew and watch them.”

“Yes, my lord.” He turned around and walked to the double doors. He turned around. “I hope you’ll show some common sense when pursuing this morbid interest. Don’t thrust yourself on her again. She doesn’t love you. She loves Aaron Cohen.”

David cringed at the sound of the name. “I’m not sure why I picked that name. Nonetheless, go now. Follow your orders.”

Benjamin nodded, and bowed his head, as a sign of respect.

David returned the gesture.

“May the Old One keep you and guard you.”

“May He grant you peace.”

Benjamin opened the doors and left.

Chapter 6

Leela looked out from one of the tallest towers of the Paxlon Museum of Intergalactic History. The complex was at least two kilometers wide, with dozens and dozens of white exhibit buildings. Gardens full of exotic trees, flowers, and other fauna were harmoniously placed among the shimmering white buildings. In a sense, the museum symbolized all of Paxlon: absolutely breathtaking, peaceful, full of learning and culture, but always under the watchful eye of the Aquarians.

Even after the fall of Paxlon, education and the arts had not slowed down. If anything, they appeared to have increased, though with a marked change. Any mention of the Order of Aquarius had been removed from all records, except for a rudimentary history. Censorship was not common, but the fear of it shadowed over the many universities, theatres, and art exhibits in the Galactic Core. Education was heavily emphasized by the Aquarians, but physics, chemistry, mathematics, and biology took precedence over art, literature, history, and philosophy. Life went on, as usual, the dread of annihilation by their new masters was present in the heart of every alien race in the Core. The feeling cold not be escaped.

Leela noticed this fear in some of the aliens she talked to at the museum, as she went from exhibit to exhibit by herself. Well, not quite alone. She tried to lose her “protectors”, the Beta troopers, in order to get some privacy, but it was futile. The entire museum was monitored by countless cameras, motion detectors, and other sensors. Much like the rest of the cities.

She sighed and looked out the window again, ignoring the display on Neptunian art. The Betas, standing near the opposite wall, were talking quietly into their radios, apparently having received an order from their superiors.

I can’t believe Aaron lied, that he was one of those murderers, she thought. All the time we were together, from the moment we met, he was living a false life, under a false name. That dirty liar didn’t even tell me after he asked me to-

“Hey, Leela!” A voice interrupted her thoughts.

“”Huh?” She turned around. Amy was standing at the elevator.

“You okay?” Amy asked, concerned.

“Yeah...” she answered, slowly and quietly. “I was just thinking about things.”

“Oh.” Amy walked up next to her and looked out the window. The sun was beginning to set. “Isn’t it beautiful?”

“Yeah, I guess,” she replied, distracted.

“We have to get back to the shuttle. The Aquarians want us back on Helios.”

“Oh...I thought we were going to see some more places.”

“No, apparently not. I think they’re having some kind of security lockdown. They said they were searching for smugglers, criminals, or something like that.”

“I see.” They walked back into the elevator, lead by the Betas.

When they reached the ground floor, they found the rest of their group. It sounded like Farnsworth was talking bitterly to Hermes. He was clearly disgruntled about something.

“Is there something wrong, Professor?” asked Leela.

“There certainly is! We’re not allowed off the space port any more! No more visits to the surface!”


“Some crap about a big search for smugglers. And for that I have to miss out talking with Dr. Hapir at the University of Paxlon!”

A Beta approached Farnsworth

“The shuttle has arrived. Please board it, sir.”

The aged professor looked at him angrily and stormed out of the building, toward the launch pad. Dr. Zoidberg and Hermes continued their discussion on the exhibit of the history of DOOP. Farnsworth grumbled as he walked. Leela and amy walked together behind the others, while two soldiers followed closely behind them.

“Do you think they’re checking us out?” whispered Amy to Leela.

“Probably not. I heard they’re indoctrinated to avoid all physical distractions.”

“Oh. I wonder what it’d be like. I never saw one of the troopers without a helmet on.”

“Uh, huh.” Jeez, she’s such a tramp! she thought.

The shuttle was waiting for them on the pad, a small walk from the building. They boarded it and sat down in their seats. A Beta near Leela talked into his wrist-radio, verifying that the Planet Express employees had arrived at the shuttle and were on their way up.

The shuttle’s antigrav units turned on with an almost inaudible hum. They lifted off the pad and rose half a kilometer. The engines were activated with a slight jolt. The craft climbed upward, heading toward the cold blackness of space.

* * *

Zgrat’s bar was as crowded as ever. Aliens and robots trickled in slowly and left in small groups, infrequently. Fry watched a game of pool between two purple-skinned, red-eyed aliens while Flem-bot and Bender continued talking.

“So you’re telling me DOOP hasn’t cracked down on jacking-on yet?”

“Yeah, the Fingerlicans and Tastycrats don’t care what we robots do to ourselves.”

“Sounds pretty sweet. The Aquarians banned it since the beginning. They don’t want any of their precious werkers to break down on ‘em. They sure are tightening their grip on us.”

After the pool game was over, Fry went up to Bender.

“Hey, don’t you think we oughta go back soon? We’ve been here half the day.”

“Nay, let’s stay here. There’s nothing to do back at the ship. Besides, Leela, Farnsworth, and the others won’t be back yet until a few hours.”

“Yeah, I guess so,” he replied, reluctantly. He sat down and ordered another beer.

I’m glad Leela went with the others, he thought to himself. That should cheer her up. I just hate to see her so miserable. It’s just not fair, she deserves more than that.

Chapter 7

AFS Morgoth
On route to Paxlon

The Emperor, standing near the bridge’s main view port, watched the gravity eddies streamed past him. Stars, mere streaks of light, flashed by them as they screamed through space at many times faster than the speed of light. He turned around and looked at the bridge. It was a large chamber, over twenty meters wide. It’s grey, metallic walls held consoles, computer screens, hologram emitters, a myriad of keyboards and buttons, and instrument displays. Over two dozen crew members worked at their stations. Grand Admiral Tharkos sat in his chair in the center of the room, listening to the report from his First Officer.

I hope I’m doing the right thing, thought David. But...maybe I shouldn’t do this. We left each other under such bad terms. She might refuse to talk with me.

He sighed.

I was wrong to deceiver her. Maybe I should have avoided her, maybe I shouldn’t have fallen in love with her in the first place. I should had known she wouldn’t accept me for who I really was, that she wouldn’t follow me here and become my Empress...

He turned away from the window. He walked toward the captain’s chair.

“Grand Admiral, how long until we reach Paxlon?”

“Within the hour, my lord.”

“Good. Remember, do not announce our arrival,” he continued, coldly. “I want to make sure someone there doesn’t have a chance to escape.”

“Yes, my lord.”

The Grand Admiral stood up and stepped to the side of his chair. The Emperor sat down in his place. He took off his glove and looked at his left hand. A single gold band was on his ring finger. He closed his eyes and tilted his head down.

We would have been so perfect together. The Madison dynasty would had been immeasurably strengthened if she had borne my son.

He opened his eyes and looked out the window.

That is, he thought. If the legends were true...

* * *

Amy entered Leela’s quarters. She was pacing back and forth, worried. She looked up at Amy as she came in.

“Have they come back yet?” she said, with concern in her voice.

“No, Leela, and the Aquarians can’t find them either. They must be on the Promenade.”

Leela groaned and collapsed into the sofa.

“They’re going to be in big trouble when they’re found,” said Leela, angrily. “And not just with the Aquarians. I can’t believe they left without even telling us where they were going.”

Amy sat down in a nearby chair opposite of the sofa.

“You’re just saying that because you care for them.”

“No,” she quickly retorted. “It’s because I’m their captain. If they want to leave my ship, they have to ask for my permission.”

“You were on your way to the surface. They had no chance to.”

Leela folded her arms and looked down at the floor.

“Fry could had called me over the radio.”

“Whatever.” She rose. “Well, I’m going back to my room. I’ll call you if they find them.”

She turned and left.

Leela, now alone, sighed and laid down on the sofa, looking up at the ceiling.

This is so typical of Fry, she thought. Just getting off and leaving without asking and walking around a dangerous place like this. And with Bender! He’s going to get him in such trouble...

She remained still for a few seconds, lying on the sofa.

Well, she thought as she stood up, I’m not going to get anything done lying around here.

She went to her pack and took out a laser pistol she had managed to hide from the Aquarians’ scans. She set it to stun and placed it in a hidden holster in her coat. She left her room, heading for the Promenade.

* * *

Fry was sleeping with his head down on the bar. Drool was coming from his mouth. Bender and Flem-bot kept on talking next to him.

“Hey wait, yer rooming with this meatbag?” asked Flem-bot as he pointed to the unconscious Fry.

“Yep. It’s a long story, but in the end he’s staying with me at my apartment. He sleeps in the closet. It’s not so bad. We watch tv and hang out together,” answered Bender, leaning back.

“I don’t get it. It doesn’t sound like the Bender I knew.”

“Yeah, well, things change. But I’m still the Bender you lived with, swiping jewelry and wallets left and right. I could never give that up.”

“Whatever, man.” He rose. “I’m going back to the main street. I’m meeting a smuggler who needs to unload some laser rifles. I’ll be right back.”

“I’ll be right here.” He ordered another drink while Flem-bot left through the secret panel.

He walked through the alley, whistling, and arrived at the central street of the Promenade. He leaned on the wall, looking out for his business partner.

Something strange caught his eye. A young woman with purple hair and only one eye (a rare thing in this part of the galaxy) was walking alone along the Promenade, apparently searching for someone. She looked worried and upset. She avoided the Beta and Gamma squads marching along the street.

“Hmmm....” he said to himself.

When she reached Flem-bot, he whispered to her, “Hey, are you Leela?”

She turned to look at him, surprised.

“What? How did you know my name?”

“An old friend of mine wuz jist talkin’ bout you. You fit his description pretty well.” He eyed her from head to toe.

“Was this friend named Bender?”

“Yeah, he and a friend of his are both here.”

“What? Where?” She looked around. “Tell me where they are!”

“Er, um, I don’t know...”

She picked him up by his neck and carried him into the alley.

“Tell me where they are now! It’s important!”

“Okay, okay, jist don’ tell anyone else. Follow me.”

They walked further into the alley.

“Jeez, Bender was right,” he mumbled. “She is a bitch.”

They entered the bar. A few patrons took notice of her arrival, whistling and hooting.

“Hey, baby,” said a lizard-like alien. He grabbed her shoulder. “How’s bout you and me go out back and-”

Before he could finish, Leela grabbed his arm and swung him into the wall. She snarled and looked around.

“Anyone else want to get fresh on me?”

The aliens shrank back and returned to their normal business. Leela looked around. She saw Fry, still sleeping, at the bar. Bender was drinking next to him.

“Fry! Wake up!”

She shook him from his sleep. He groggily raised his head. His eyes were half-open and his mouth was drooling a little.

“Huh? What? Oh, Leela, it’s just you,” he muttered sleepily.

“Come on, we have to go back to our quarters.” She pulled him out of his seat.

“Why? I was having fun...” he yawned.

“They’re looking for smugglers or rebels or something. There’s a security lockdown. Come on you two!”

She dragged them to the door. But before they could leave, a siren began to scream.

“It’s a raid!” yelled Zgrat.

Some of the aliens started to panic. Others pulled out a weapon of some sort, ranging from sonic knives to standard ray guns. Zgrat pulled open a door in one of the walls.

“Come on, everyone, through here!”

The aliens and robots began to run into the emergency escape tunnel.

“What’s going on?” shouted Leela, a little frightened and nervous.

“The Aquarians tripped our alarm,” replied Zgrat. “Look!!”

He pointed at the security camera screen. On it was a squadron of Betas headed toward the hidden bar.

“They must of found us out. We got to get out of here or were cooked!”

He rushed through the door, pulling Leela, Fry, and Bender with him. All the other patrons had already gone through the tunnel. He shut the door behind them. They could hear the Aquarians cutting open the main entrance panel with their laser cutters.

“We gotta go! That door won’t stop them. Follow me!”

They ran down through the tunnel. They caught up with Flem-bot, who was madly scuffling through the dimly lit tunnel.

“Hey, Flem-bot, where are we headed?” yelled Bender.

“We’re going to a hiding place! Deep within the bowels of Helios. There aren’t any Aquarians or security cameras there! They’ll never find us.”

They reached a second, open door. After they all ran through it, Zgrat turned around and pressed a button. Leela turned toward him.

“What are you doing?”

“It’s a little safety measure!”

As he shouted, a force field activated, sealing off the second door.

“What won’t stop them!” yelled Leela, but before she could finish tons of a liquid concrete-like substance began to flow through pipes hanging from the ceiling into the sealed-off corridor they had just gone through. The hallway began to fill with the liquid.

“That’ll harden once it reaches the top,” informed Zgrat, as he and Leela resumed running. “It’ll take a while for them to get through that.”

They ran through a dark maze of twisted tunnels, branching corridors, and huge pipes. They finally reached a large dank chamber, where most of the former patrons of the bar were resting. Fry, Bender, and Flem-bot were there.

“We’re right above an abandoned space dock,” said Flem-bot. “A ship should come by soon and take us outta here.”

Zgrat sat down, dejectedly, on a mold-covered block of metal. He put his head in his hands.

“Man, you wouldn’t believe how much time and hard work I put into that bar. And now...” He sighed heavily. He looked down, deeply saddened.

“Don’t worry, Zgrat,” said Flem-bot, putting his hand on his shoulder to comfort him. “The rebels will be there for you. We’ll ‘em pay for what they did. For everything they’ve done.”

“The rebels?” exclaimed Leela. “You mean you’re part of the Order of the Galactic Core?” (see author’s endnote #3 at the end of the story)

“Yeah, we all are,” Flem-bot answered. “Everyone here is a rebel.”

“Wow, Flem-bot,” said Bender. “I never figured you’d do anything so, so noble.”

“Nay, I’m jus’ like everyone else. I jus’ want those damn Aquarians out of our home!”

Many of the aliens and robots agreed, with grunts, nods, and other signs of approval.

“Why don’t you join us?” asked Flem-bot.

“Wow, gee,” began Leela. “You know, we’d really love to help. I mean, I hate the Aquarians just as much as you all do, but...we’re here on a diplomatic mission. We have friends here that they’d take prisoner if we join. I’m sorry but we’re kind of in a bind.”

“Oh, well, that’s okay, don’t worry about-”

But before he could finish his sentence, a laser blast interrupted him. Leela and the others looked up. A squad of six Betas, standing over a blasted robot, sputtering sparks, were standing in the same doorway they had just gone through, a minute earlier

“No way!” yelled Zgrat. “They couldn’t of gotten through that quickly!”

“Better believe, you alien trash,” said the Beta leader.

The troops began firing their stun rifles. Bolts of white energy flashed through the air. Three aliens, hit by the blasts, fell down, unconscious.

“No!!” yelled Zgrat, taking out a rifle and firing.

The Betas dodged the shots and jumped behind a large pile of scrap metal. They began firing again.

A fierce melee broke out. The rebel aliens and robots, dodging the Betas’ shots, returned fire. The rebels lost another half a dozen people; the Betas suffered no casualties. Leela, Bender, Fry, Flem-bot and a few others escaped through a second tunnel.

“This way!!” ordered Flem-bot. “There’s a secret back-entrance to the Promenade. Over here!”

They turned a corner, and stopped dead in their tracks. Half a dozen Betas were waiting for them.

“Nice try, scum,” said their leader.

Leela whipped out her pistol and fired three shots in quick succession. All three hit the captain, but bounced off his armored chest. He laughed mockingly. She and the other aliens shot again, without effect.

“Your puny ‘weapons’ are no match for Aquarian armor!”

Leela holstered her gun. She looked at the Beta captain nervously. The leader advanced, smiling maliciously under his helmet. Leela go into her fighting stance. The Beta laughed again.

“You have to be kidding me.”

Leela tried a karate chop.


Her strike landed, but only served to bruised her hand.


She held her hand and fought the pain. The Betas laughed sadistically. She snarled and grabbed their leader. She heaved the surprised soldier and threw him into the wall. He slid down onto the floor, severely banged up. The other soldiers stopped laughing.

“Get them!” he shouted.

The other Betas rushed the Rebels and Our Favorite Crew. Leela snatched one of the soldiers and threw him into the others, knocking them down. Bender grabbed the last one and slammed him into the ceiling. He dropped him

“Come on!” shouted Leela. “Let’s get out of here!”

She grabbed two of the Betas’ stun rifles and thew one to Fry. They ran off, heading toward the secret exit. After they left, the Beta leader picked himself up. Aching with pain, he turned on his comm unit.

“Sir this is Beta Unit 22. Some of the rebels got away from us. They’re heading toward the Promenade.”

“Confirmed, Unit 22, we’ll cut them off.”

Flem-bot lead them through the labyrinth of moldy, abandoned tunnels. Dim lights, just barely functioning, lit their way.

“This used to be the maintenance and cargo holds for the old space dock below us,” explained Flem-bot. “The Aquarians sealed it off and didn’t bother to clear it out. But the Promenade is just-ahh!!”

A bolt of electricity from the right interrupted him. It slammed into his torso, short circuiting him.

“Ack, glack, sp’hew...” he sputtered.

He fell down, with sparks come from his silenced body. Leela and Fry readied their new weapons, looking for a target.

“Flem-bot! No!!” screamed Bender, with agony. He rushed toward his fallen comrade. “Flem-bot, speak to me!”

“I’ll-I’ll-I’ll be fine-fine. Just-just get m-me to the ship-ship-ship...”

“Don’t waste your time on that clanking bucket of bolts,” came a voice from behind. “His days are over.”

They turned around. Three soldiers dressed in armor as red as blood were standing behind him, armed with concussion rifles. They aimed their guns at Fry and Leela.

“Surrender your weapons now, rebels, or we’ll atomize you. I doubt our concussion rifles will even leave behind dust.”

Leela growled. Fry gulped, but kept his rifle trained on the Alphas. Bender was still with Flem-bot, ignoring the soldiers.

Leela frowned, and hesitantly lowered her stun rifle.

“Fry, give up your weapon.”


“This is pointless. There’s no way off of this place except our ship, which is still under guard. We have to surrender ourselves.”

Fry looked at her and sighed. He dropped his gun.

“Excellent,” said the lead Alpha, looking at Leela. “I’d had to mess up your pretty face.”

Leela snarled at him. “I’d just as well do something worse to yours.”

“I doubt it,” he returned, confidently. “We’re Alphas, the most elite warriors in the universe. Only the Emperor’s Imperial Protectors are better. I could take on all three of you, by hand, without a scratch. Now put your hands up!”

They did as they were told. One of the Alphas put the three of them in hand cuffs. They lead their prisoners away.

“What about him?” asked one of the Alphas, pointing to the fallen Flem-bot.

“Leave him to the scavengers. He’s no use to us. All the rebel robots erase their files on the Order of the Galactic Core after they’ve been disabled.”

Bender cried and sniffled.

Chapter 8

Leela was sitting down on the floor of her cell. The bright lights in the tiny white room was beginning to hurt her eye. She watched the Alphas and Betas marched by the shielded entrance. She sighed and put her head in her hands.

Oh man, she thought. The professor’s going to kill me. I should have just stayed in the bar and let the soldiers capture us. We shouldn’t have tried to run away.

Another Alpha walked by.

I’m sure they’ll let us out. DOOP knows we’re here. The Aquarians have no real proof we’re part of the rebellion. They can’t keep us here. Jeez, if Farnsworth and Hermes don’t eat me alive, I’m sure the Democratic Order will. We must have set back relations with the Aquarians by months, if not years. Not that the Aquarians worried much about diplomacy anyway.

Oh, my God! What if Aaron finds out about me? Could he? I don’t even know what position he holds. He could be dead, for all I know, died in battle. But if he did...

Maybe he could help get us free sooner. I don’t know...

Two Alphas walked up to her cell and deactivated the security shield.

“The Governor would like to see you.”

* * *

The Alphas lead Leela, hand-cuffed, into the governor’s office and sat her down in a chair near his desk.

“Governor Malthus will be here shortly. Stay right here and do not leave.”

They turned and left. Leela looked around the office. It was well adorned and decorated. Many paintings and maps of the continents of Paxlon (including the one destroyed in the invasion) hung on the walls. A few sculptures stood on the floor in the corners. A window behind the desk overlooked the many space stations and starships that were in orbit around Paxlon. The planet’s surface filled half the window. The sun was beginning to rise over the horizon.

The door opened. In came a tall, thin man, middle-aged and with thinning brown hair. His face held a trace of almost delight, especially when he saw the woman sitting in his office.

“Ah, so it is you.”

“You wanted to speak with me?”

“Yes, yes, soon enough.”

He sat down at his disk, with a faint smile on his face.

“I’m sorry, it’s just that you look exactly like how David described you.”


“Do you mean he never told you his real name?”

“His real....” She paused, as she realized what he was talking about.

“So his real name is David...”

“Yes, yes, indeed it is. He’s actually on his way here now, he’ll arrive at any minute. He wanted so much to speak with you.”

“He’s coming here?”

“Yes, he didn’t want anyone to know of his arrival, so he ordered me not to announce that he was coming to Paxlon on his Leviathan.”

“His Leviathan? What is he, a Grand Admiral?”

Governor Malthus smiled.

“You hooked a bigger fish than you thought.”

Leela looked shocked and sat up in her chair.

“He actually told you that? Who else?”

“Just me (I’m a very good friend of his family), as well as a few of his more trusted advisors.”

She slumped back down in the chair. He examined her.

“I can see why he went against his better judgment and fell in love with you.”

Leela frowned.

“Exactly who is he? What’s his last name? What does he do for the Aquarians?”

Malthus smiled. He stood up.

“You’ll find out soon enough.”

He began to leave the room.

“Where are you going?”

“I’m sure you two will want some privacy. The Emperor’s here.”

He stepped out and locked the door behind him. A few minutes past. The door was unlocked and the latch turned open. Leela turned around and her mouth fell open.

“Well, it’s quite good to see you.”

In stepped David, still wearing his armor with a slight, if nervous, smile on his face. He locked the door behind him and approached her.

“I’m sorry if they haven’t treated you well, I couldn’t really tell them who you-”

Leela, with her hands still bounded, punched him in the face.

“You bastard!”

Surprised, he stepped back. Leela pounced him and almost knocked him to the ground. David caught her and forced Leela back into her chair. He activated the special restrains which bounded her down. Breathing heavily, he sat down in the governor’s chair.

“I can understand why you’re under upset, but please hear me out.”

“Why should I?!”

“Because I deserve to at least explain myself and apologize. Please, listen.”

Leela calmed down, and fixed her eye on him. David sighed.

“First, let me say I that I deeply regret not telling you the truth. I shouldn’t have deceived you. Please forgive me. I never meant you any harm. I have always loved you.”

“What else do you have to say?” she barked.

David sighed again.

“There were certain things that weren’t under my control. I was part of the royal family, the Madison’s, and heir to the throne. I had to accept the title; no one else could, not even my brother.”

“Why not?”

“It’s hard to explain, it involves genetics. I won’t go into it now, maybe later. But the point is that I was obligated to carry out the family tradition and lead the Aquarians. It was my duty.”

“You think that will make up for all the atrocities your soldiers have committed? All the people you’ve killed?”

“Our wrong-doings have been grossly blown out of proportion. We only attack military, communication, and industrial targets. We never kill civilians, despite what you hear in the news. It’s nothing but cheap tabloid journalism. Nothing more.”

“Maybe, but I can’t believe all the things you’ve done to me. You loved me, you went to dinner with me, we dance together, went out to see movies. You even proposed...and I said yes...

She wiped a tear from her eye.

“And then I discovered your dark secret, your true alliance. It all tumbled down... You can never know how much you hurt me!! You didn’t even stay around to apologize! You just left Mars, gone forever. I was so alone...”

Another tear flowed down her eye. David closed his eyes and looked down.

“You don’t understand, I had no choice. I had to leave that night or I might not have been able to leave at all. I only had a small window of time.”

“So your stupid throne was more important than me?!”

“No, no! I planned to meet with you again, it’s just that the war...”

He stopped. An uneasy silence filled the room.

“I always loved you. I’ll never love anyone else, Leela. Certain things might get in the way, temporarily, but in the end I’ll come through for you.”

“Even if it takes five years to do it?”

He paused again.

“I’m sorry. There was no other way.”

He stood up.

“Maybe I shouldn’t have even come here. I’m sorry for forcing you into this. It’s just that I’m so lonely without you. I needed to talk with you again, even if it meant doing it under these terms.”

Leela looked down. David pressed a button. Leela’s restraints disengaged and her hand-cuffs slipped off. David walked to the door and unlocked it.

“You’re free to go. The guards will bring your friends up here. You may all return to your quarters. I suggest you leave Paxlon as soon as possible, though.”

David turned around to leave.

“Thank you, David,” said Leela, quietly and gently.

David turned to face her. His face was covered in sorrow and sadness. He was about to say something, but decided not to. He left and closed the doors behind him.

A few minutes later Fry and Bender arrived, with the guards.

“Leela!” exclaimed Fry. “What’s going on? Are we free?”

“Yeah,” she answered, quietly. “We’re free.”

“Good,” said Bender. “So why don’t you tell this guys to give me back my stuff I had in my body?”

“I’m sorry, sir,” said one of the guards. “It was all contraband: whiskey, liquor, cigars, and pornography.”

“Hey! ‘Gigantic Asses’ ain’t porno! It’s a gentlemen’s magazine!”

“I’m sorry, sir.”

Bender grumbled. The three returned to their quarters, where Farnsworth and the others were waiting.

“Where have you all been?” demanded the Professor. “We’ve waited hours for you! What were you three doing?”

“Sorry, Professor,” replied Leela, sadly. “We had a little...‘misunderstanding’ with the Aquarians. Everything if fine now, but we should leave soon. I’ll explain later.”

“You mean I’m still going to miss out on the University of Paxlon?” asked Farnsworth.

“Unfortunately. Besides, I have some important things to say to you all, but not until we’re safely on our way back home.”

Leela left the room. Fry followed after her.

“Hey, Leela, wait up. So, what happened? Why were you in the governor’s office?”

Leela turned and looked at him. Their eyes locked for a few moments, but she turned away.

“I’m sorry, Fry, but I can’t tell you now. Later, when we’re alone on the ship.”

She walked past him, and headed to her quarters. Fry watched her walk through the corridors.

* * *

As the Planet Express ship flew through space with the Manticore at her side, its crew members were assembled in the galley, sitting around the table, and listening to Leela.

“...and then he let us go free, asking us to leave Paxlon,” said Leela, finishing up her story.

The others were surprised, if not totally shocked.

“You mean you were actually engaged with the leader of one of DOOP’s oldest enemies?” asked Amy.

Leela sighed. “I guess you could say that.”

“I’m absolutely amazed, Leela,” said Farnsworth. “Why didn’t you tell us before?”

“I was ashamed about the entire fiasco. I haven’t told anyone else. It would only get in the way of my life if you all knew...”

Fry sat opposite of Leela at the table. He was quiet throughout the entire story. At first he didn’t believe a single word she said. It seemed impossible, ridiculous. Near the end he realized the truth.

The other employees didn’t say anything else after she was done. Leela withdrew from the galley and headed to her room. She had left Nibbler in a kennel on Earth before she left, so she was alone for a moment. She sat down in her bed and took out a small photo recorder, hidden in her drawer. She flipped through the holographic images. They were mainly of her with either Sarah or David. She wiped tears from her eye as she saw an old holo of her and David sitting together in a raft during a camping trip in the jungle near the university. There was a knock at her door. She turned the album off and hid it in her pocket.

“Come in.”

Fry opened the door.

“Uh, Leela, is it okay for me to come in?”

“Yeah, I guess.”

He sat down in a chair.

“Look, Fry,” she began slowly. “I’m sorry I never told you about David. I didn’t want you to think wrongly of me, like I was Satan’s bride. I’ve always like you, I didn’t want anything to spoil our...friendship.”

“It’s okay, don’t worry about it.”


They were silent for a few moments.

“So, what happens now?” asked Fry.

“I don’t know. He knows where I work now. He’ll probably get my address through the insurance reports we turned in before arriving here.”

“You think he’ll stalk or spy on you?”

“No...that’s not like him. He’ll respect my privacy. Still...I’m a little worried, though. He’s under a lot of stress. Being the Emperor can’t be easy. I don’t know what he’ll do.”

Another pause of silence.

“But there’s one thing we can bet on.”


“He’ll invade DOOP. He’ll try to conquer Earth, for the first time in centuries. And then, no one will be safe.”

“Sounds a little grim. Can we stop him?”

“Maybe, but I don’t think the Democratic Order’s navy is up to the challenge. They certainly weren’t able to stop the Aquarians from conquering the Galactic Core and Paxlon.”

“But there has to be a way! We can’t just lie around and wait for them to come and snuff out our freedom!”

“But no one has ever fully won against the Aquarians. In fact, the only reason why they haven’t been ruling the galaxy for the past six hundred centuries is because one of their own had a conscience and decided to end their reign after the Second Galactic War.”

“Maybe, but we still have to have hope! The Americans did, in my time and earlier, when they fought the British and Germans.”

“Fry, America collapsed during the First Galactic War, after the Aquarians took over Earth for the first time.”

“That doesn’t mean we can’t follow their example. It just doesn’t seem right to take this lying down. Someone has to do something.”

Leela sighed and looked up at the ceiling, still lying down.

“I don’t know Fry, it seems pretty daunting. We might not even come out of this alive.”

“That’s still no excuse.”

Leela looked at him. “What’s with you? This doesn’t sound like the Fry I know.”

“I don’t know, maybe it was the rebels, maybe it was seeing Flem-bot, Bender’s old friend, getting killed and left for dead. We can’t let that happen again! We can’t allow anymore needless deaths.”

Leela sighed. “Maybe we should talk about this later. We all need to get some rest.”

“Oh, I’m sorry if I’ve bothered you for too long.”

“No, it’s okay. I enjoy talking with you.”

She smiled. He returned the gesture.

Fry stood up and walked toward the door. “I guess I’ll see you later. I’ll be in my quarters if you need anything.”

“Sure, thing. And, uh, Fry?”


“Thanks for talking with me. I really needed it. I don’t think I could talk with anyone else.”

Fry smiled. “Anytime, Leela.”

He walked out the door.

The Planet Express Ship continued its journey back to Earth.


1. The Aquarian military has three main types of soldiers, including the common white-armored Gammas, the highly-trained blue-armored Betas, and the elite red Alphas. There is also a secret order of warriors known as the Imperial Protectors. This obscure yet very dangerous group of soldiers have two divisions: Sigma and Omega troopers. Before wear black armor and are incredibly deadly and skilled in the art of combat. The Sigmas rank among the mightiest warriors in the universe.

2. The symbol of the Order of Aquarius consists of an encircled tzadik (a Hebrew letter standing for the Hebrew words for Zion, righteousness, and justice) with a sword in the middle, pointing downward.

3. The Order of the Galactic Core is an organization of aliens in the Core of the Milky Way who are determined to rid the galaxy of the Aquarians and free their people from their terrible grasp.