Sveta heard voices in the distance. At first she though they might be bystanders, people expressing their fear or surprise or anger in the distance, safely away from... from what now, again?... But then she realized that the voices she heard were familiar, one worried, and one buggy, and her hazy mind latched on to the situation at hand. She was down, on the ground, with her whole body aching. Someone spoke her name. Sveta groaned and her eyes fluttered open as someone touched the pulse point on her neck.

There was an electric voice in the distance, full of menace and a whole lot of glitches. Sveta's survival instinct was kicking in as she struggled to move, breathe, make a sound. There was... another buzz, too, something stranger and louder. The blonde rolled onto her side and she forced herself to open her eyes and try to focus her vision. She could not give up yet. She had to fight. Agnes was... Agnes was...

"... Agnes?..."

The buzzing was what was probably the most notable about the area. No the malfunctioning robot, nor the two fallen women lying against the slimy brick wall. Truth was that the most distracting thing would be that low and dull hum, that buzzing that crept out of the shadows and skittered as a blanket of blackness across the soiled ground. It was a wholly unnerving sound, one that was only made more so by the vision of the encroaching shadows that, after a second, would reveal themselves to not be shadows at all. These were some of the smallest and most numerous entities on the planet; beings that, if they were not content with their own dark little corners, could easily unite and become a dominant species – these were the insects.

New York, being a metropolitan city was absolutely full of insects. They crept in building walls, forgotten alleys, and deep in the infrastructure of the city. But to see them united like this, moving as one unit, it was almost too startling to truly look at without feeling the bile gather at the bottom of your throat. To see them move with such purpose, swarming over the street, across walls, and even covering lampposts to block out the light, was enough to make anyone’s skin crawl.

A METAbot didn’t have skin that could crawl, but that neither stopped the machine from pausing nor the insects from ceasing their swarm. They were here with a purpose and that was to defend the queen that had just let out a shrill cry for help that immediately spurred them all into action.

The bot did its best to ignore them. It stomped forward, the intent of its electronic eye upon the young woman who cringed on the ground, her broken wings twisted against her back. But with every step, the density of the insects grew. They were everywhere, crawling in through gaps in the armor, sweeping through carefully protected circuitry, jamming themselves into joints and gears that made movement more difficult. Finally it paused, twitching and blinking, attempting to swipe off the many, many insects that crept throughout its form.

It would soon discover that it was prioritizing the wrong threat.

>>”…Agnes?...”

The voice was blurry, soft, but it didn’t rightly register with the young brunette who sat huddled into a corner against the wall, her hands held against the sides of her head. Throughout her body all she could feel was the most intense of vibrations, drilling down into the very core of her body, seeping into the marrow and making it boil. The young violinist seemed wracked with pain, discomfort, so much so that she couldn’t even bring herself to actually add a voice to her silent scream.

Agnes was hunched over, holding her splitting head, eyes squeezed shut and teeth clenched so tightly they were on the verge of breaking in her mouth. She heard them all, every last one of insects that not only spilled from her body but that bubbled up from the sewers and through the cracks in the wall. They were out and they were ready to defend their mistress. However, while normally Agnes found comfort in that, after touching her dear friend, everything had been turned up to eleven. The chittering, the skittering, the clacking of mandibles, Agnes heard and could sense all of it; but that wasn’t the worst. No the worst was that this time…there was something different in the air, a voice she had never heard before.

It was an unearthly voice. One that wasn’t hers…and yet was. She could scarcely comprehend what was happening but the sound and the thunder that pounced in her ears already made it virtually impossible for the young woman to grasp anything in the world around her. Sveta called to her, the METAbot was nearly done wiping away another mass of insects, and yet still the violinist couldn’t turn her head up. No, there was something far more sinister happening, something that had been held back for far too long and, with one touch of Sveta, was ready to break the surface.

Unable to hold back the flood any further, her entire body vibrating with an unseen frequency, Agnes finally let out a bloody, guttural scream. Throwing herself onto her knees, Agne’s body arch backwards at an unnatural angle. Arms flopped to the side, eyes wide open, mouth gapped with blood upon her chin, the woman stared blindly up into the night sky as, quite literally, she could feel her body ripping apart at the seams.

It was a grotesque transformation to witness. Where once the young, fair-skinned beauty had stood, now she appeared as some nightmarish decorations of a twisted haunted house. Skin split, coated in crimson ichor, flesh ripped away to reveal not sinewy muscle or bone, but thick plates of yellow and black carapace. From within the violinist, who was being shrugged off as if she were nothing more than a set of human-colored clothing, where was revealed a much larger creature that shrieked and clawed its way free, covered in strands of thick ooze and bits of red. When the last of what was once Agnes Nicholas fell from the creature’s form, she collapsed onto her hands and knees, breathing a rattily, shaky breath.

After a moment, after the world stopped, after the legions of insects halted their advance in reverence, the yellow and black, carapace covered entity slowly moved onto one foot, then the other as she pushed herself up to her full height. A thin, clawed hand gripped onto the nearby brick wall for support, as fresh, translucent wings buzzed healthily from her back. Her jaw dislocated, opening wide and splitting into a pair of fanged mandibles, while black, compound eyes tried to understand the world around her from hundreds of different ages. A sharp twitch and turn of the head and the beast snapped attention to colony of bug after colony of bug, trying to understand the legions who crawled closer to her.

However the tranquility that followed from her attempt to understand the world was gone when the METAbot, sensing a far greater threat, continued to stomp forward.

”MUTANT! HALT! You YOU youyouyoU are u-u-under ARRests!” It said, advancing on her without a single thought of pausing.

However, the bot only made it to within a few feet in front of the newly evolved mutant when there was a piercing SKIIINTT! of metal and plastic being run through. The bot stopped, twitchy and shaky in spot as it tried to repeat its warning. A glance would show that it was no longer a threat, as now there was a massive appendage, like the leg of a spider with a sharpened point, now jabbed through its torso. The robot twitched, meekly reaching forward, but another appendage flew out, this one tearing through the bot’s head, halting any further threat it could have possibly presented.

Following the legs back would show that they belonged to Agnes, or at least the creature that she had become. They jutted out from her back, just below her wings, four in total and each looked as deadly as the last. With a tug the appendages dislodged from the bot, causing the mechanized terror to fall…and leaving a whole other terror still standing. She pushed off the wall, standing tall and surveying the swarms of insects as her sharpened appendages curled upward. She lifting one to her eyes, blinking sideways inspected the oil and wires that clung to it. A sniff…then she recoiled and shook it off.

”Nooo,” she wheezed. ”Not food for the colony…” she mused. But as she turned and took an elegant step away from the wall, she paused as he eyes fell upon the form of the blonde haired girl. Tilting her head, her mouth stretched into an eerie smile with rows upon rows of fangs. She took a step forward, over the bloody remains of the human that once encased her, and sniffed at Muse. ”Plump…Juicy…Warm…” she whispered. ”You…” she said as she drew closer. ”…could feed the swarm.”

The scream jolted Svetlana out of her daze, and she struggled to sit up, looking past the METAbot that had turned its focus back to Agnes once again. There was a splitting, drumming headache that only got worse with the piercing scream - but the fog also cleared fast as a burst of adrenaline coursed through Sveta's veins at the sound of her friend's pain. Agnes was in trouble, she was hurt, she was...

She was...

Svetlana's eyes widened in horror as she watched her friend's transformation. What had been Agnes got ripped apart in front of her eyes in a nightmarish display of some ancient horror, and from the blood a large, insect-like creature was born, surrounded by swarms of insects of the real kind, and made quick work of the METAbot. Other people were screaming and fleeing now, and in the back of her mind, even as she could not tear her gaze away from the Queen, Sveta knew that she was not going to get a good night's sleep ever again.

She struggled to draw in a breath, and at the same time fight back things that wanted to crawl their way up her throat - a scream, or her lunch, or maybe both. Scrambling back she flattened her back against the brick wall as she watched the insect mutant turn her way and... declare her potential food.

Oh no. No.

"Agnes!" Sveta hurried to get the words out, holding up a hand "Agnes, it's me, it's Sveta, we're friends, remember? You are safe now! There is no danger. You can stop. Agnes, please stop..."

Plump. Fresh. Alive. The blonde in front of Agnes’ eyes seemed like the most delectable seeming of morsels. Her swarm was hungry. Many of them had sacrificed themselves to stop the metal monstrosity but even as they fell, she knew that they would be honored. They had earned their place in her favor and their lines would be extended, they would be part of the swarm as examples of what true loyalty was. But she was getting sidetracked by the voices, by the urges to lament for her lost kin, away from the cowering form of the woman nearby.

Yes. That was right. She was supposed to be feeding her children. She edged closer to the woman, her slick carapace catching the light of nearby street lamps. People screamed and cried, their feet carrying them far and away from her. But they didn’t matter, she had prey, all she had to do was collect her, cocoon her and prepare her for her children.

A rattling hiss rolled out from throat, but as she edged closer, the victim seemingly continued to recoil, her eyes wide in absolute horror. Prey always had this kind of look but, for some reason, this was different. Why did it…sadden her to see that look in the human’s eyes? She didn’t matter to her. She was merely food for the swarm. One pointed appendage snapped forward, digging into the concrete behind her, sending crumbles of brick down onto the blonde’s shoulder.

With a cackling noise, her serpentine tongue lolled out and dragged across her pointed fangs. Yes, she would do just nicely. Whatever hesitations she were having would not last long. The woman was a necessity and she would go to a far better purpose than just wasting away with age. She opened her mouth, baring her fangs as thick lines of drool hung off of her teeth, and prepared for the smallest of samples.

>> "Agnes! Agnes, it's me, it's Sveta, we're friends, remember? You are safe now! There is no danger. You can stop. Agnes, please stop..."

The woman screamed. She shouted a name. A name that bore deep into the insect queen’s mind. She halted, quivering as she felt resistance forming in her mind. It was miniscule, more like a nagging thorn that anything but the more she persisted, the deeper it was buried. She tried to approach the blonde again but shouted as she stumbled back, her hands gripping her smooth, hairless head. Falling to her knees, she shook, her mind a jumble of confusion as rationality tried to encroach upon her.

Stop. Please stop. The words rebounded in her head, not merely because of their meaning but because of the familiar voice that spoke them. Crawling through the muck that quickly filled her mind, she was able to glean onto one shiny bit of information: Sveta. This was her friend.

And unearthly screech and Agnes stumbled back, away from the blonde. Breathing heavily, she clawed at a wall opposite of Sveta. Her whole body wracked with indecision, she chose the option of survival. One thick leg jammed into the wall, followed by another, and another and soon Agnes was scaling the flat surface with her spider-leg-like appendages. She still screeched into the night, climbing higher and higher until she made it to the roof. Once there, she ran, she skittered into the darkness, putting distance between herself and Sveta while she still had time.

Besides, there was other food out there. Right now, she needed a nest. Her children needed a home…