And the angels, all pallid and wan,
Uprising, unveiling, affirm
That the play is the tragedy "Man,"
And its hero the Conqueror Worm.
-- Edgar Allen Poe

"Ernest, you are the only person with whom I can discuss my special research," my host, Porter Worthy, declared unexpectedly. "Should I venture to tell anyone else what I've been delving into lately, I'd be dismissed as a fool or a madman, and God forbid the Board should hear rumors of my 'unconventional' theories."

I sat in a comfortable overstuffed chair in the home of a man who had been my best friend since our freshman year at the University of Pennsylvania. Our friendship had endured despite differing lifestyles and fields of interests. Porter's fascination with paleontology eventually led to his becoming a full-time instructor of same at Arkham State University, whereas I taught cultural anthropology at larger Miskatonic University in the same town. The bond that kept us together all those years was a mutual interest in esoteric, even Fortean, theories considered preposterous by the mainstream scientific community.

The source of our steadfast trust in each other was twofold. According to Porter, I had saved his life one night when the two of us were set upon by five hooligans. We were both somewhat inebriated at the time, but my training in the art of self-defense turned the tide for us, enabling me to disarm two of the knife-bearing attackers before scaring off the lot. Porter never forgot the debt he felt he owed me for that night.

Two years later, he proved his worth to me after inadvertently catching me in a rather compromising position -- in bed with another male student. After a dumbfounded moment, Porter had simply said, "Sorry for the intrusion, Ernest; I'll see you in class tomorrow," as he scurried from the room. He spared me the scandal and embarrassment that surely would have resulted had he told anyone about the incident, thereby leaving me indebted to his discretion.

So I listened, nearly fourteen years later, as Porter related the details of his latest brainstorm, never imagining that I would soon share my friend's enthusiasm for ideas the mainstream scientific community would consider implausible at best.

Porter went on to tell me his interest had recently been aroused by the discoveries of a cave geologist, Dr. John Holbrook of Southeast Missouri State University. Holbrook's team had drilled some sixty feet into the earth to explore hitherto inaccessible passages of Mammoth Cave's 350-mile complex. There they found what resembled the gnarled roots of ancient stone trees. Holbrook recognized the massive branchlike tangles as the petrified burrow tunnels of some unknown organism that had thrived in the area during the Paleozoic Era, some 350 million years ago. The organisms had dug through the muddy subterranean soil, which over time had changed into limestone hundreds of feet thick; the burrows themselves had filled with a much harder mineral called chert. When an underground river cut through the district, carbonic acid in the water easily dissolved the limestone, scooping out miles of interlocking subterranean chambers. The chert, however, resistant to the weathering effects of the carbonic acid, remained intact, exposed as weirdly twisted, tendril-like constructs jutting up from the cave floor.

Samples of the burrow contents were sliced in cross-section, sanded down and mounted on glass slides for further investigation. Microscopic study revealed the crystallized remnants of feces and seed pods used to shore up the sides of the burrows, but no remains of the burrowers themselves were found. Holbrook tentatively ascribed the burrows to prehistoric worms or shallow-ocean shrimp, despite the fact that no such creatures were known to exist until some 100 million years later.

Excited by the prospect of being the first to identify these curious antediluvian organisms, Porter subsequently scanned an endless number of scientific journals worldwide, both old and new, in search of similar finds. His investigations turned up a fair number of instances describing what appeared to be comparable artifacts, although all were subsequently misidentified as odd geologic formations rather than the byproducts of living organisms and, therefore, were dismissed as mere curiosities. These examples were, without exception, encountered deep underground in natural caverns and in limestone chambers attached to cenotes, the huge sink holes created when a subterranean water flow eats away enough subsurface limestone to cause the land above to collapse. The fossil burrows ranged in size from roughly a few inches in diameter, like those identified in Mammoth Cave, to specimens documented in Yucatan that exceeded a meter in diameter. Judging from the depths at which the burrows were reported, it appeared the unidentified organism, assuming all or most of the burrows could be credited to a single species, had increased in size with the passage of time, the Yucatan examples being the largest as well as the most recent, dated at less than 30,000 years old.

"The burrowers seem to have grown as they neared the surface, and it seems likely they survived into the era of man," Porter hypothesized. "Which leads me to speculate that they encountered ancient humans at some point." Proof of this, he felt sure, could be found in the myths and legends of early cultures. Yet, on his own, he had failed to uncover mention of anything that would even remotely corroborate his theory. There were, of course, hundreds of tales of giant serpents and worms spread throughout the legendry of innumerable cultures, such as the marine serpents sent by Neptune to destroy the Trojan priest Laocoon and his sons, Apollo's battle with Python at Delphi, Fafnir of Scandinavia, the West African Voodoo god Da (Danbhalah-Wedo in the New World), Thor's stalemate with Midgard, and even the giant eel of the Polynesian Maui, but none of these were said to live beneath the earth in colonies, as the evidence indicates the burrowers did. Only the Nagas of Indonesia were said to have congregated in large numbers, but they were depicted as surface dwellers for the most part and thereby did not fit the essential criteria.

In frustration, Porter turned to me for aid; he sought my expertise and knew I, due to my specialized field of research, was one of the very few who had access to Miskatonic University's library of rare and forbidden ancient texts.

"Of course I will help you, Porter," I responded. "I'd have suggested it myself if you hadn't beat me to it. Out of curiosity, I've read a bit of some of the better-known volumes they have locked away at the library, the notorious Necronomicon, the Cultes des Goules, Borellus, even the infamous Biblia Sinistre. I've not pursued their contents in depth, but I'll see what I can come up with at the very first opportunity," I assured him.

I promised to let him know the moment I came across anything that sounded promising. As it turned out, nearly four months slipped by before I found enough free time to look into the matter, but once I did, I became totally engrossed in the project. Five weeks later, I contacted Porter, telling him I had come across something that might very well apply to his situation. We agreed to meet that same evening.

It was not until after dinner that we retired to his library for our discussion.

"Have you stumbled come across the name Shub-Niggurath or Niggrath in your studies?" I asked as my opener.

"No, I haven't," Porter responded without hesitation.

I would have been surprised if he had.

"Well, Shub-Niggurath has become the focus of my research," I told him. "It seems this Shub-Niggurath, or simply Niggrath as the term is modified in the Biblia Sinistre, is said to be some sort of alien entity pervasive throughout the universe. 'It,' or more frequently 'she,' is also known as 'The Black Goat of the Woods with a Thousand Young,' obviously a reference to fertility.

"One source describes Shub, as I like to abbreviate the name, as a mass of black goat hooves and tendrils spilling forth from a noxious cloud, while an equally reliable source depicts it as a black treelike entity with animated branches and roots."

I paused to study the face of my one-man audience as he sipped his wine distractedly, his curiosity not as yet aroused.

"Despite the aforementioned characterizations," I continued, "Shub is classed as a subterranean burrower, dwelling deep within the interior of the Earth, which accounts for it rarely being encountered by human observers."

Porter finally discarded his nonchalant air. He leaned forward on the edge of his chair and whispered "Shub-Niggurath" to himself repeatedly before encouraging me to go on with my story.

"Now, I hope you will bear in mind that a key element in folklore of this kind is often gross exaggeration of the truth, for the details relating to Shub become rather fantastic at times," I added.

Impatiently, Porter waved me on.

"The fragment of the Book of Azathoth I consulted claims Shub's home lies beneath the surface of a distant star called Yaddith, but the Biblia Sinistre, the contents of which were culled from a number of ancient tomes no longer in existence, tells a rather different story. I might add that the library holds Joseph Curwen's handwritten copy of that rarest of volumes, the only copy containing his copious marginal notations." It was obvious the name meant nothing to my friend, so I proceeded to share the little information I had about the man.

"Joseph Curwen, a notorious American alchemist of the late 17th Century, strove to interpret the ancient lore at his disposal in a scientific light, being himself a well-read and educated man for his time. From what initially appears to be little more than a confusion of excerpts, he came up with the hypothesis that the term Shub-Niggurath is in fact the collective label for a species of alien organisms rather than simply the name of a godlike supernatural entity. After all, the Hebrew '-ath' suffix is plural."

Despite his now-intense interest, I hesitated to reveal more of Curwen's theory as it doubtlessly would put the scientist in Porter off if not presented carefully, just as it had put me off at first.

"Now, I should warn you that Curwen ran with this species idea, taking it to quite extreme lengths, so I must ask you to bear with me for a moment as I feel obligated to present the whole picture. You're patience will be rewarded," I assured him. Taking a deep breath, I plunged right into the thick of it. "Curwen came to believe this species had a physiology completely foreign to anything known then or now ... because it existed long before the birth of our galaxy, its anatomy being so nearly perfect that it has resisted evolutionary change for billions of years." I paused a moment, then continued before Porter could stop me. "He was convinced these creatures were impervious to the effects of extreme heat, cold and pressure far beyond anything we can imagine. Their numbers were actually distributed throughout the universe by cosmic calamities such as the Big Bang."

Unable to restrain himself, Porter objected, "Good Lord, Ernest! This man was obviously making this all up as he went along. I need something tangible, something I can relate to as a scientist."

"For the moment, I ask you to simply listen to what I'm telling you. Whether or not you reject certain aspects of what Curwen has to say is irrelevant should the rest shed new light upon your research.

"As for the scientist in you, I might add that, without any doubt whatsoever, Curwen possessed a thorough grasp of all the concepts involved in the Theory of Relativity more than two hundred years before Einstein formulated it. I can prove that, if you'd like."

Still skeptical, Porter remained politely silent.

"Although vague as to the specific source of whole blocks of information, Curwen stated with certainty that members of the species have inhabited and continue to inhabit the core of every world in the universe and have done so since the time those worlds were created, Earth being no exception."

Squirming uncomfortably in his seat, Porter stopped me once more. "This is quite fascinating, I'm sure, Ernest, but what makes you think any of this relates to my interests?"

I leafed through my notes to produce a page of thin tissue paper upon which I had carefully traced two illustrations from Curwen's manuscript. Handing them to Porter, I said, "I'd have to say this page was the real clincher."

My friend's jaw immediately dropped with amazement. Awed, he whispered the word "incredible" as he studied the drawings.

Pleased at his reaction, I indicated the higher figure on the page. "Odd looking creature, isn't it? One might even call it unique." Pointing, I added, "At first, it struck me as just a huge eyeless grub with a black, leathery exterior, but then I read Curwen's accompanying notes. He was convinced the creature's perception of its environment is limited to an ever-altering set of vibratory images received through tiny receptors that run the entire length of its torso. The frontal extensions are retractable tendrils, twelve in number, that comprise fully a third of the body. These appendages shoot forth in rapid-fire succession with enough intensity to drive their arrowlike metallic tips through solid rock, allowing the worm, if one may call it that, to propel itself right through such impediments, especially stone as malleable as limestone, with relative ease. At their base, the tendrils surround and conceal a nasty parrot-like beak, similar to that of certain types of squid. This beak serves to crush the dirt and stone fragments so they may then be consumed."

Porter's amazed silence urged me on. "In the lower drawing, the Shub is shown as it appears free of the restrictions of the burrow. The upright stance of the main body segment and the resulting splaying of tendrils make it easy to understand the reference to it having a treelike appearance, don't you think?"

Porter nodded dumbly in agreement.

"And, though I may be stretching a point, the metal tips on the drooping tendrils could easily account for the reports of its having 'hooved feet.'"

"Does this Curwen fellow say anything about its size, growth cycle, longevity or reproduction?" Porter asked breathlessly.

"Oddly enough, he makes no mention of the method of reproduction, although he claims the species' numbers are legion. He had the impression that they are all but immortal, their size being the only obvious indication of their age. However, the largest one he ever saw ..."

My friend jerked nearly out of his seat at my words. "The largest he saw? You mean he actually encountered a living specimen?" Porter shrieked.

I admit, at that point I was thoroughly enjoying my companion's newfound enthusiasm.

"Why, yes," I responded, "he saw a whole room full of the queer things in a chamber beneath an abandoned church in some small town in Massachusetts, Innsmouth I believe was its name. He visited the leader/high priest of a cult there that worshipped the Shub worms as the minions of Dagon, a deity I've managed to trace all the way back to ancient Phoenicia.

"The worms Curwen saw were young ones, less than two feet in diameter. However, the priest informed him that he had personally seen older worms that were nearly six feet in diameter and some twenty feet long. He claimed their growth rate changed over time due to environmental and other, less-tangible factors."

Scanning through my notes, Porter inquired about a particular section I had copied down verbatim. "What's this about the Shubs all someday rising to the surface at once 'when the stars are ripe' in order to reveal man's ultimate place in the scheme of things?" he inquired.

"Oh, that," I said. "Keep in mind that alchemists are usually also occultists, which would account for many of the embellishments Curwen added to an otherwise valid manuscript. He declared mankind would reach its zenith with the coming of the worms but doesn't really explain the connection between the two events, aside from the mention of the timing. This is all supposed to come about 'when the stars are ripe.' I've run across the phrase 'when the stars are right' several times in other references, so I think it is safe to assume that the use of the word 'ripe' in place of 'right' constitutes an unintentional error on Curwen's part. Quite honestly, I must admit that I've disregarded that entire part of Curwen's monograph."

"When did you say this Curwen lived?" Porter asked.

"Born 1662, died 1771," I answered.

"My God, he lived for one hundred and ten years! That's quite an age even for now, let alone back in those times. Maybe he did know something we don't," he joked.

I left the drawings and my notes with Porter that night for further review, then bid him a fond good evening, feeling a bit smug at the impression I had made with my research. Only later was I to realize how intensely Porter studied the notes I left behind, especially those relating to Curwen's hints that the worms are benevolent creatures destined to one day herald a golden age for all of humanity.

I was not to see or hear from him again until he phoned me at the university nearly two months later.

"Ernest, you're coming on a trip with me," Porter excitedly announced when he called," to the Yucatan Peninsula."

Once calmed, he informed me that he had received a tip from an archaeologist friend working in Mexico that led him to believe that actual surviving specimens of the Shub worm had been spotted but not yet documented in central Yucatan, not far from the post-classic Mayan ruin of Chichen Itza. His archaeologist friend had spoken firsthand to three local Indians who explained that the inner cliff face of a huge cenote near a small village had dropped off and fallen into the waters below during a recent earth tremor, exposing a series of large tunnellike burrows in the extant limestone wall. The friend's informants claimed they had lowered themselves on ropes to the very edge of the tunnels where they were frightened nearly half to death by the sight of giant black worms moving about within the newly-exposed cavity.

Porter was hardly able to contain his excitement. We had to leave as soon as possible, he insisted, and I was the only person he trusted to accompany him. Coming from a wealthy family, Porter offered to make all the arrangements and cover all my expenses. I had nothing scheduled at the university for that quarter, so I accepted his fervid invitation. To tell the truth, I was not convinced we would find Curwen's Shub worms, but I feel there was a chance we might discover a new species of some kind, and that alone would made the trip worthwhile.

There is no need for me to document our preparations or even the details of the journey itself. Suffice it to say, we arrived in the small town of Qonnoco one week later, eager to reach the site. Porter hired as guides and helpers two of the locals who identified themselves as his friend's informants. I should mention that, along with climbing, photographic and specimen collecting equipment, I insisted we both be adequately armed. Aside from the dangers of entering unexplored territory, I did not fully trust the local people themselves. I had read about epigrapher Peter Matthews' near fatal encounter with a mob of misdirected vigilantes in the Chiapas area of Mexico in mid-1997, and I had no intention of exposing Porter and myself to a similar situation without some sort of protection.

We reached the cenote early the next afternoon after hacking our way through an insanely hot, humid and insect-laden stretch of jungle. Peering over its edge, we could clearly see the massive corner of the freshly fallen slab of limestone that jutted up from the dark, slime-covered pool at the bottom of the well-like aperture. The newly-exposed side of the cenote reminded me of nothing more than a toy with which I had been fascinated as a child, an ant "farm" that allowed me to observe the insects in a cross-sected simulation of their natural habitat.

Our superstitious guides steadfastly refused to do more than secure the ropes with which Porter and I lowered ourselves from the lip of the circular opening. The vertical inner walls of the well receded quickly, leaving us suspended in midair. We climbed hand-over-hand down ropes for thirty or more feet before swinging back and forth in order to catapult ourselves into the dark cavity before us. I confess that I felt considerable discomfort, even fear, as I gazed into that pitch-black honeycomb of tunnels. Porter, on the other hand, struck me as being almost too eager to plunge into the shadowed unknown.

I felt a certain relief as my feet touched solid ground again, the powerful beam of my battery-powered lantern revealing a twisting labyrinth of huge empty burrows before me, as if I were staring down the abandoned path of an ancient subway line that stretched off into inky nothingness. Both my companion and I were immediately struck by the uniformity of the interlocking shafts, all of which were perfectly rounded and, to our best measurement, approximately ten feet in diameter. I could not imagine a creature large enough to dig such passages, yet it was unlikely that the weathering effect of flowing waters could carve with such steady uniformity. An uncanny silence, reminiscent of an abandoned tomb, haunted the empty, otherworldly terrain. The air was reasonably fresh, at least, tainted only by the humid heat, the smell of wet limestone and an unidentified odor I associated with the rotting contents of a compost pile.

The floors of the shafts proved remarkably free of any debris that might have provided some clue as to what type of creature dwelled there. Not incidentally, there were no indications that the shadows hid any of the normal cavedwelling life forms we had expected to find; the terrain itself struck us as completely and unnaturally dead. Additionally, the tunnel walls were entirely coated from top to bottom with a gelatinous slime that made walking a veritable challenge, for it clung to our boots and was as slippery as any lubricant. I coped with the fearful implications of the slime by refusing to dwell on them.

The tunnels branched off here and there in a most haphazard manner, connecting one to the other on all sides and sloping both up and downhill without warning. We had to take care least we stumble into holes that abruptly opened in our path, holes that continued right on up through the ceiling at various angles. We were both aware that we would have to rely on Porter's uncanny sense of direction to find our way back to the entrance as, typically, I became hopelessly confused after only a few turns.

I had decided not to inform Porter that I suffer from claustrophobia, and as we traversed the limestone maze I gained confidence that I could contain any mild feelings of discomfort I might experience. I would simply distract myself by taking endless flash photos.

We wandered further into the cliffside for what seemed like an eternity as Porter made note of endless observations or called out the information for me to jot down. Eventually he suggested we pick up the pace of our explorations in anticipation of an encounter with a "live" specimen, whether it be the expected Shub worm or something else entirely. I, on the other hand, secretly wished the creators of such a weird habitat were long dead or had at least fled the vulnerability created by the recent rockslide.

Directly, Porter whispered that I should stand still and remain perfectly silent. I complied in deference to the imperative tone of his voice. Fear knotted my gut as I, too, heard a noise, as if something large were scraping against the rough walls of an adjacent tunnel, a noise that sent chills down my spine. Porter remained transfixed with fascination.

I tried to give voice to my fear, but Porter hissed, "There, in the tunnel next to this one ... something's coming this way!"

He quickly stumbled to just inside the opening of the indicated passage, pausing there to listen and aim his beam toward the direction of what had become a roar. I finally came to my senses enough to call out before running over and grabbing Porter by the arm, barely snatching him from the path of whatever was approaching at a furious pace.

Just seconds later, we were both thrown backward against the tunnel walls by the tremendous force of the dark leviathan's passing, it's canvas-rough skin whizzing awkwardly past us. Neither of us were prepared for the sight of a behemoth whose bulging segments sagged through the opening into our tunnel, one after another, expanding and contracting with a peristaltic movement that propelled the enormous bulk along its earthern trail at a goodly speed. Although the ubiquitous slime surely acted as a lubricant, we were still stunned that such a giant could move with such ease. Had I not snatched Porter back at the last instant, he undoubtedly would have been dragged along the corridor by the titan, crushed into an unrecognizable pulp spread along the curved interior of the shaft. As he realized this fact, I saw real terror steal across his features.

To my utter amazement, all of Porter's previous courage totally evaporated in an instant, causing him to bolt and run headlong down the tunnel away from me. I set out after him, amazed he could maintain his balance without slipping on the dangerously slick flooring. As we ran, a second gargantuan beast came thundering down a parallel shaft like an infernal engine. Porter screamed as it passed near him, which provided me with new hope that I was not about to lose track of him.

By the time I finally did catch up with him, I felt compelled to try and bolster the man's confidence for both our sakes. I grabbed and held him tightly, shouting that I, too, was frightened but that we could leave now, having found more than enough proof to confirm the existence of either colossal Shub worms or something equally spectacular.

Unfortunately, I held onto him as I spoke, so when he slipped in the slime, we both tumbled to the ground, one on top of the other, sliding and rolling until we were covered with earth and disgusting goo. Porter was the first to manage to stand again, and as he helped me to my feet, I insisted we reverse our path and return to the university where we might organize a real research team to study our tremendous discovery.

Porter slowly calmed. Once he caught his breath, he sobbed, "But, Ernest, I ... I've lost all sense of direction. I was fine, I knew exactly where we were until ... until those things ... Oh, God, I never anticipated such enormity!"

I assured him that we would be fine once he composed himself, although, in all honesty, I really disbelieved my own words. Yet I could not blame him for having turned tail and run; I might have done exactly the same had he not beaten me to it.

"I've let you down, Ernest, let us both down and maybe ... maybe even led us to our deaths," he moaned. "So full of myself, so intent on making a name for myself. How could I be so selfish, so damnably foolish?"

I let him go on, somehow sure that he needed to rid himself of self pity before going on. But, as I watched, his mood dramatically changed once again.

"Oh, what is wrong with me?" he blurted out. "There's nothing to be afraid of! The Shub worms are benevolent toward mankind, Curwen all but said it himself."

Dumbfounded by his instant transformation, I asked him what he meant.

"You read, even copied down Curwen's words. Surely you must have realized what he was hinting at?" Seeing my blank expression, he continued. "Curwen implied the worms are guardians of sorts, awaiting the time when mankind is ready to receive whatever knowledge it is that they hold, the knowledge that will show man his true worth and value in the cosmos. It was all there; all it took was a bit of reading between the lines."

"And so?" I inquired dubiously.

Still choking back the tears, he said, "We have nothing to fear from the worms. Don't you see? And to think I was terrified of them, convinced we were going to die." His laugh struck me as somewhat maniacal, I did not like the look in his eyes, and his words made little sense to me.

It was becoming more apparent by the moment that Porter had fallen into some kind of shock as he was spouting nonsense. Nothing short of sheer desperation could have driven him to believe Curwen's fantasies about the messianic potential of the worms. The only option open to me was to take charge of the situation and humor my befuddled companion, even encourage him in his delusions should it become necessary, at least until we managed to reach safety. Once back in familiar surroundings, I told myself, Porter would surely regain his normal mindframe.

"It's really ironic, you know," he added, grinning. "Here I am shivering and crying like a frightened school girl, while you remain steady as a rock. Isn't the stereotype that the heterosexual is supposed to be macho rather than the homosexual?"

I had to smile. Maybe there was still a chance that we would make it out of that hellhole alive.

We did our utmost to make a rational assessment of our location but produced little by way of results. We concluded that we would have to head in what we hoped was the direction opposite the path the worms had taken. Porter was fairly sure they had been headed south, the same general direction we had travelled, so we set out upon a northerly path as determined by our compass.

As we trudged on, I was not particularly encouraged to notice the batteries in my lantern were giving out. To cover my increasing edginess, I adamantly charged Porter several times to keep his loaded rifle in preparedness.

The endless twists and turns of a tunneling devoid of landmarks confounded our struggle to stay on course. We forgot our despair, however, when we encountered a gaping aperture twice the girth of anything we had as yet encountered.

By that time, we were both dependent upon the feeble glimmer of Porter's lantern, by which he lit the path immediately in front of us. Just a few cautious steps beyond the great opening, he raised an arm to halt my further advance. Following his gaze, I saw that the path ended suddenly just a few feet further on. Without a word of warning, Porter switched off the lantern.

As my eyes adjusted to the new depth of darkness, I perceived hundreds of pinpoints of light in the void. It was as though we were poised atop a high hill overlooking a star-studded sky.

Nearly overcome with awe, Porter whispered, "Ernest, we've come to the end of the world." Only much later would I realize the ironic truth of his words.

I remembered reading of archaic theories which claimed the Earth was a series of hollow shells, layered like an onion with worlds within worlds, the underside of each layering providing a firmament for the layer below. I had to drive those thoughts from of my mind along with the vertigo I felt at being suspended in darkness above what truly resembled the vastness of outer space.

Presently, Porter asked if the lights were really stars, to which I replied, after a moment, "Stars don't make the sort of noise I'm hearing." We both listened as a subtle rustling sound gradually increased in volume, became more of a shuffling, as if dozens of very large objects were being dragged across the earthen floor.

All at once, a group of brighter, star-like points of light appeared out of nowhere, just a few yards away from us. After a few moments, they rose up high above our vantage, then blinked out of sight. Whatever they were, they were much too close for comfort. These new lights were accompanied by the wheezing tones of large amounts of air being repeatedly forced in and out of a colossal bellows, or such was the image that came to mind. Porter and I dropped to the ground at the sound and lay quite still, half out of our wits with terror. It provided little relief when, from just a few feet beyond and below our position, something the size of an elephant heaved loudly before dragging its carcass dully over the ground and away from us. Only after it gained some distance did we feel free to breathe easily once again.

"What, in the name of God, was that?" I croaked.

"I don't know," Porter replied, "and I don't want to know. Not anymore."

Yet, we could not just lay there in the dark forever.

"Give me your lantern," I said. "We can't deal with anything until we know what it is. I've got to see what's out there."

I crawled carefully to the furthest point of the ledge before switching on the light. Taking a deep breath to steady myself, I aimed the powerful beam directly into the blackness. What I saw there further stunned me. If we had not come to the end of the world, as Porter had suggested, we were at least perched on the brink of insanity.

As far as was visible in the dim illumination of the lantern, I beheld an unearthly primeval wood of ancient, leafless trees crowded tightly together across a level expanse of cavern floor. The thicket seemed to float in the surrounding nothingness, the distant walls and ceiling lost to sight in the encroaching darkness. Tiny, pale blue points of brightness, like decorative Christmas lights, dotted the upper trunk and boughs of each tree. The irrationality of the scene left me feeling totally disoriented.

Finally, Porter crawled up next to me. He pointed out that the trees, in particular their sprawling, gray-tipped branches, were moving, as if swaying in the grip of an otherworldly breeze beyond our own senses.

"Those aren't trees, Ernest," he whispered. "Remember Curwen's drawing of the worms and how they looked with their upper third lifted to an upright position? That's what we're seeing right now, although I can't account for the lights that dot their forms." His voice sounded almost too controlled to be natural, but I had to agree with him, the "trees" were identical to Curwen's sketch of a Shub worm freed of its burrow. I cannot describe how it affected me to actually witness an impossibility come true, yet there they were, nearly a hundred of them, just a short distance ahead. It hardly comforted me to realize the creatures we were seeing had attained a length of at least thirty feet, each being about ten feet in diameter.

We watched in fearful fascination for some time, hoping to determine what the beasts were doing. Now and then, when the lights on their bole-like bodies brightened in intensity, the creatures emitted a deep, plangent cry, similar to that of a cow in dire distress. The unsettling chorus of grunts was repeated incessantly for several minutes before ending abruptly.

The creatures, we knew, were devoid of vision, so Porter held the lantern while I observed the mewling individuals more closely through binoculars. The lights were, in fact, small, bubble-like eruptions on the worms' upper torso, just below the spot where the tendril extensions attached to the body. Upon attainment of an intense luminosity, the bubbles burst one at a time, releasing a blue phosphorescent gas that hung like a cloud in the air around the body; the resultant odor was noxious indeed. Moments later, a flood of pencil-thin snakes of flesh, none more than five or six inches long, belched out from the burst bubble, only to tumble down the larger creature's side and onto the ground. They lay still only for a moment before beginning to writhe and thrash wildly. Their disgusting motion ceased only when they attached themselves to the nether regions of the parental torso or, failing that, to the body of another worm in close proximity. Once attached, they gave the impression of being the animated roots of the host "tree." Porter and I took turns studying the curious reproductive ritual as it was so unlike any other of which we were aware.

Each of the eldritch beasts gave birth to hundreds of offspring which, once appended to a parent's "tail," bestowed a centipedal look upon the bizarre giant. We could no longer doubt but that we had made an extremely important scientific discovery.

I suppose I am partially to blame for the horror that followed, as, in all the excitement, I neglected to fully take my friend's disturbed mental state into consideration; we were both totally caught up in an enthusiasm that is, I imagine, peculiar to men of science. I can offer no other excuse for raising only a halfhearted objection to Porter's subsequent actions.

First, he startled me by jumping to his feet and clapping his hands loudly several times.

"Are you mad?" I hissed through clenched teeth.

Smiling confidently, Porter squatted down beside my prone form. "I had to find out for certain whether the Shubs are deaf as well as blind. I believe their total lack of reaction to my clapping demonstrates the veracity of that hypothesis."

I did not breathe easily again until I had surveyed the herd of worms lumbering on the plain below. As far as I could determine, none had reacted to Porter's outburst. Despite the seeming correctness of his deduction, however, I voiced strong yet futile objections to the plan he then described to me.

"There's an incline over to the left that provides easy access to the cavern floor," he declared as he rummaged through his backpack. "And if you'll notice, the Shub 'cow' nearest that spot has moved on, abandoning several spawn that failed to attach themselves before it moved away, so ..." He paused a moment to ply a glass specimen jar from the pack.

"So," he continued, "I'm going to climb down and snatch one of the little ones as a specimen. Then," he said, "I suggest we get the hell out of here as fast as we can."

I admit, I was delighted more than suspicious at what I interpreted as his miraculous recovery; his terror apparently had vanished as quickly as it had manifested.

"I'll only be a minute and you, being my brave protector, can cover me with your rifle." Noting my look of burgeoning concern, he anticipated my objections with, "No one will believe us without the undeniable proof a specimen provides, man. You know that!"

I glanced at the camera strapped to my shoulder, but he further announced, "Even photos of the herd will be questioned should we fail to produce a 'live' sample. They'll claim we faked them, using some trick technique or other." He smiled smugly at my inability to refute his words.

Porter suggested I retain the lantern. I was to light his way and thus allow him the freedom to use both hands as he scurried up and down the ledge. I nodded my agreement, but reminded him to keep his loaded rifle handy at all times. Looking back, I doubt that anything I might have said at that time could have deterred him from achieving his goal. Before I could say anything further, he was on his way.

I took great care to keep the light focused upon Porter and the ground immediately before him. Periodically, I asked him to stop momentarily while I made a cursory check on the Shub worms, making certain none had noted his presence.

He easily reached the intended area. The newborn worms had slowed their movements once the adults had vacated the area. Their sluggishness made it easy for Porter to successfully scoop one of the tiny worm spawn into the jar. Instead of returning immediately, however, he stayed where he was long enough to carefully place the now-occupied specimen jar securely within his pack.

Unnerved by Porter's nonchalance, I called out, pleading with him to hurry. A brazen grin was his only response as he slowly reclimbed the ledge and returned to my position.

"See," he boasted, "nothing to worry about! I got us a beautiful specimen. We're going to be famous."

I deferred to his judgment and we congratulated each other heartily with back-slaps and mock award-giving, utterly oblivious to the fantastic backdrop to our foolish shenanigans.

All at once, Porter's expression dramatically altered and he began to moan, his body weaving back and forth as if he were about to faint.

"What is it?" I cried, suddenly panic-stricken.

"I don't know," he gurgled.

As I watched, he undid his belt, then thrust his pants down with such immediacy that he sat hard on the ground as he kicked them off. I had no idea what was going on, but he was shaking all over and uttering disconcerting sounds. Grabbing the lantern from my hand, he aimed its bright glow at his now-bare legs. I do not mind admitting that I was the first to scream.

I was unable to fully understand what I saw until much later, and I still wonder if Porter had any idea what was happening to him. My later experiments with the specimen have led me to believe the hide of the Shub worm is unbelievably tough, so tough that when the young attach themselves in search of nourishment, their minuscule beaks are only able to penetrate the adult's flesh with pinpoint incisions. Due to its delicate vulnerability, however, the hungry spawn are able to bite right through human skin and thereby feast upon the vital liquids and organs, even the bone structure, of the human body. Several of the needle-thin creatures must have done just that while Porter was occupied with the collection of his specimen, the resulting trauma revealed only when his legs were lit by the glow of the lantern.

The horror of that moment is truly beyond my ability to describe, and I cannot even begin to fathom the ungodly amount of pain poor Porter must have experienced. I could see, even in that dim light, four or five of those filthy little worms moving just beneath the surface of his pale skin, devouring blood and muscle tissue in their passing.

Once Porter saw the vermin were inside of him, he must have realized the threat to me, for he crawled away, shouting for me to keep back as his body writhed and pitched in agonized seizure. Somehow overcoming my terror and squeamishness, I made move toward my friend so as to help him in any way I could. Before I reached his thrashing form, he sat straight up, his face clearly visible to me in the full brilliance of the lantern. His eyes were stark-wide with anguish, and when he opened his mouth, either to speak or scream, I will never know which, he spit the decimated, worm-riddled remnants of his tongue and larynx into his lap. The worms must have already been at his brain, for his movement halted almost immediately and he was dead within just a few seconds.

I fought the urge to pass out, convinced it would mean my doom as well. Instead, I fired my rifle at the short black lines that crawled toward me from Porter's ruined form. I fired until the gun was empty, disbelieving the evidence of my own eyes -- the damnable things were impervious to the effect of the discharged bullets. In desperation, I grabbed the backpack that Porter had thrown aside in his misery and beat at the minuscule abominations, knocking them away and off the ledge, down into the darkness of the cavern with its equally awful occupants.

Finding myself alone in that madhouse of death and unconscionable monstrosity, I temporarily lost my reason. Seeing the backpack as the only weapon of value, I clutched at it and the lantern before running as fast as possible from the site. My memory of what followed remains a claustrophobic nightmare of confusion ending only when I found myself desperately trying to keep my head above the surface of the dark waters of the cenote. Three days had passed since we had entered the tunnels; I must have wandered those chambers for many long hours, locked in the thralldom of madness.

Our guides had long since given us up for dead, so it was only by chance that my cries were heard by anyone. A small child proved the means of my salvation; in disobedience of her mother, little Maria came to pray to the gods of the well, asking that her parents might somehow afford a fancy doll she had seen in a store window in a nearby town the day before. Risking punishment, she reported my presence in the waters, and within the hour I was rescued. Needless to say, I later made sure little Maria received not only the desired doll but many other gifts as well.

The necessary reports were made to the local police, who seemed unconcerned as to the circumstances of Porter's demise. They obviously felt the world was better off with one less gringo in it. Nevertheless, I told them only what they expected to hear, that Porter had fallen down a deep shaft in the tunnels and his body was thus unrecoverable, the same story I was to tell again and again upon returning home to Massachusetts.

Only now, nearly a year after the trip to Yucatan, have I come to realize the full treachery of Curwen's implied promise that the Shub-Niggurath will rise en masse to the surface that humanity might attain its glorious apex. I find myself recalling, too, Porter's naive belief, based on the copies I made of Curwen's lies, that the worms are benevolent beings that mean no harm. I would publish my findings, offering the photos and, of course, the specimen as proof, but to what end? Even if the world should heed my dire warning, nothing can stop that which is inevitable.

After exhaustive testing of the specimen Porter obtained at such high price, I have concluded the worms are indeed virtually indestructible. Even this young spawn's biology thrives on deadly poison, and its flesh cannot effectively be crushed or penetrated with sharp instruments or bullets. As Curwen, whom I now recognize as less a scientist than a foul necromancer, related, the worms are immune to every extreme of temperature and pressure. Even highly lethal doses of radiation fail to affect the thing adversely. What chance can man possibly have when millions upon millions of invulnerable behemoths simultaneously emerge from the depths everywhere across the globe?

Further study of the Shub legend in certain rare volumes overlooked in my earlier research has instilled in me a most frightening and unsettling view of the universe in which we live. I have concluded the Shub-Niggurath are nothing less than cosmic scavengers bent on completely devouring any form of sentient life that dares aspire to evolutionary enlightenment. Thus, when the stars are "ripe," the worms will rise to demonstrate mankind's true significance in the universe as fodder for the feasting of worms.

Created: December 2, 1997; Updated: August 9, 2004