The train jerked forward the instant I boarded. Steam chuffed, and wheels scraped metal rails. I stumbled against the guard, a beefy, middle-aged halfbreed. She wrinkled her nose and checked me off a list. “Maia Carson. Sit down.”

“I’ll stand, thanks.” The other young men and women on board stared. I turned towards the space between cars where I’d climbed aboard.

“I love children with sass, Missy. No subtlety.” She clapped a heavy hand onto my shoulder. Muscles bunched under her uniform. “You sit where I can keep an eye on you. Troublemaker row.” She seemed hardly worse than the indentured workers at school, but the sixshooter at her hip looked like it had seen hard use.

I found myself pressed against the cushions next to a red-haired, gangly boy. His ears stuck out like fleshy billboards.

“My name’s Aidan,” he whispered. The iron band on his wrist matched mine, but the orange paint had dulled. Scabby abrasions on his arm showed where he’d tried to force it off.

He looked younger than me, but of course, we were all pretty much the same age. “What’d you do to get on her shit list?”

Aidan blushed. “My dad’s the mayor of New Hope. Ran on a platform of safety and security. He promised to protect the city from, ah, Bugs.”

“Oh, the irony.”

“Yeah.” Aidan’s smile faded. The train picked up speed. “How old are you?” He scratched behind his ear. A clump of gingery hair came loose and fell across his sweater.

“Sixteen.” I wanted to brush the hairs from his shoulder, but I kept my hands still.

“Me, too. Almost.” Aidan smiled. “August sixth.”

“How about that.” I needed a smoke. “That’s my birthday, too.”

Aidan waggled his eyebrows. “Lucky us.”

I felt a rush of contempt for his screwball openness, but also a tiny kernel of warmth. Telegraph poles flashed past, marking the time. There could be worse seat-mates than Aidan. “How long have you been, uh, traveling?”

“Twenty-seven hours. We’ve been zig-zagging, picking kids up at every podunk town between New Hope and here.”

A loud buzz made me jump. The guard bulled her way up the aisle, rapping a blackjack against the metal backs of the headrests. “Listen up. For those who just boarded, I’ll explain a few details.” She gave me the hairy eyeball. “I’m Juanita. You’re mine now.”

I started to get the feeling this train was going to be different than the “compassionate, caring search for a cure” that we’d been promised.

Juanita continued. “If it were up to me, I’d take you all out to a field and solve this problem with a shotgun.”

Bingo. But what did I expect? A parade? “Yeah, yeah,” I whispered to Aidan. “She says to wear high heels, we’re supposed to say ‘how high?’“

Laughter escaped through Aidan’s nose.

Juanita leaped forward. Her hand snaked across me and grabbed Aidan by the neck. “Something funny, Mr. Mayor?” She slapped his cheek with a sharp crack.

I beat at Juanita’s arm. “Let him go.” Like hitting a rock. She thrust her elbow into my throat. My world went black with pain. I thought I’d never breathe again.

“Something to say, Sunshine?” Juanita leered at me. “Well, spit it out.”

I gasped and choked, trying to speak.

“Thought not.” Juanita released Aidan. “Sit in your seats. Do exactly as I say.” Her breath smelled sour. “You may be homesick. Suck it up. I’m not your momma. We don’t have to be friends, but we do have to get along.”

My stomach clenched. I didn’t miss Thomaston. I sure as shit didn’t miss my parents. Hell, if I were queen of the world, I’d scrape my home town off the map and start over. Everyone said I was lucky to be in school, that most children my age had jobs, or had been indentured by their parents. I didn’t feel lucky. School was full of twittering sycophants who never worked a day in their lives. I devoured books in secret. Hung out by myself. I had no friends.

No, my despair came from the test. The confirmation. I played the scene back in my mind: harried nurses drawing blood from all the students under the watchful eyes of Homeland Protection. Disease prevention.

I’d suspected something was off-kilter with me already. I hadn’t felt right for weeks. Mouth too dry. Skin too stiff. I’d ducked out of the schoolhouse, sucking down black-market tequila in a vain effort to kill the beast within.

Aidan interrupted my dark thoughts. “Can you talk with yours yet?”

I shrugged. “Sort of. In dreams. I can feel it cramped and folded inside me.” I pinched my lip. “It’s hungry all the time.”

“Yeah. It’ll talk soon.” Aidan reached under his seat and extracted a battered green knapsack. “Want some nuts? Roasted cashews.”

My mouth watered. I wanted the food more than I’d wanted anything I could remember. “Nah.” My voice shook. “I’m not hungry.” My stomach growled. I felt like a thin bit of skin stretched around an aching, empty pit of nothingness.

“You can’t starve it to death.”

“Yeah, well. I’m going to try.” I swallowed. “What does yours say?”

Aidan shrugged. “Oh, you know. ‘Set me free.’ ‘Soon.’ ‘Kill, kill, kill.’ Things like that.” He looked out the window. Flat, brown land, dry as dust, blurred by. Far to the north, thick clouds, purple as a bruise, loomed over the horizon.

We picked up six more of us in little towns west of Thomaston. Juanita wheeled carts of meals up the aisles. Aidan ate seconds, thirds, and even fourths. He chewed and swallowed the wax-paper wrapping, shrugging at my astonishment as if it were no matter. I bit the inside of my cheek, relishing the salty taste of blood.

Aidan showed me a pipe wrench he carried in case bullies attacked him. I asked about the lax security. Juanita and her pistol seemed small potatoes to a Bug.

“They can’t make the train look like we’re headed to prison.” Aidan fiddled with the stitching on the seat back, unraveling the cover and digging out the cotton batting. “Caring, compassionate cure, you know.” He crammed a handful of the material in his mouth. “I’m sure they have backup we can’t see.”

We traded the names of our favorite pulps. He read, too! I’d never talked with anyone before about the Buffalo Gunman, or how Kid Avenger could have defeated the Sideshow Freak. Black smoke laced with sparks blew past the windows. Hours passed. We coined a new word: “borrified” from bored and terrified.

The train rolled west across the badlands. I watched the shadows lengthen outside until the lights in the car turned the windows into black mirrors. Aidan slept while I stewed in my own dark despair, scared to sleep, scared to touch the thing that was growing inside me.

The next day, Aidan chivvied me into a better mood. We played rummy on a dinner tray. I dog-eared the aces and dropped unwieldy cards into my lap, winning game after game. Aidan smiled and shook his head, never seeming to notice.

We talked between hands, trading stories. Fifteen years ago, both our mothers had been traveling in the Obsidian Mountains when the natural laws of the world seemed to hiccup. My mother had described fireworks of light, brilliant, silent bursts of color. Impossible visions. Ancient, reptilian faces with eyes the size of bathtubs.

Naturalists had nattered on about localized transcendental vectors, Marescotti-derived diophantine equations. Prime adhesions with realms of spirit worlds. Contradictory nonsense designed to snow the gullible. They were as befuddled as the rest of us. It was the event of the week, but nothing further happened. People forgot. Life continued.

Six months ago, children started turning. Changing. Waverly and Slepton were destroyed. Three cities in Nagorbi. I’d pored over an out-of-focus daguerreotype of a Bug loose on the Yoruba Plain, overtaking and devouring a herd of antelope. Black maw lined with deadly teeth. Pale, segmented body. Faceted eyes.

I’d been fascinated. Thrilled. Not anymore.

I was surprised that I liked Aidan. In my experience, boys and men were sullen blockheads, prone to violence or careless cruelty. I dressed tough, smoked, chewed tobacco, spat on the floor to fit in. I laid about with guys, but I hated them.

In Albuquerque, a tall, thin man with trimmed grey hair boarded our car. Juanita rapped the back of my head with a knuckle. “Get in your seat.”

I waited till she’d turned around, and then flipped her the bird, glancing at Aidan to make sure he saw. Juanita whirled, pretty quick for someone so muscle-bound. I pretended to be picking my nose.

She stepped forward and flicked my forehead with her fingernail. It hurt. When I covered my face with my hands, she whacked my ears between her cupped palms. My head rang. Tears squeezed unbidden out of my eyes. Juanita loomed over me. “This isn’t the schoolhouse, Cupcake.”

Aidan started out of his seat, outrage making him stutter. “Y-Y-You shouldn’t—”

Juanita sucker-punched him in the gut. Air whooshed out. He fell back in his seat, choking and retching.

A smooth voice cut through my pain. “Anything wrong, Juanita?” The thin man stood in the aisle like he owned the whole damn train. His suit smelled of money.

“No trouble, boss.” Juanita practically pulled her forelock and shuffled. “Keeping discipline.”

The man nodded, a motion of his chin so small that I’d have missed it if I’d blinked. “Double check everything. We want our guests to arrive safely.” He glided to the back of the car and turned, hands clasped in front of his body, and then waited.

Juanita cleared her throat. “Arms where I can see them.” She moved down the aisle, checking our wristbands until she met her boss. They conferred in low tones, and then he opened the door behind them. The sound of the train wheels rushed in, and a headache flared behind my forehead.

A voice whispered in my ear. “Enemies.”

“What?” I turned to Aidan, but he goggled at me with his big blue eyes and denied saying anything.

Crossing into the territories, we slowed to fifteen miles an hour, switchbacking up a steep grade. Black and orange butterflies had settled onto every scraggly tree and fence post in sight, turning the whole landscape into a fluttering, clumping wonderland.

I sucked in a breath of delight. Aidan gripped my hand. “Monarchs.” Knowledge lit his face. “They migrate to the highlands here, but these butterflies were born back east. Not a single one has ever made this journey before.”

We passed through the insects. Hundreds or thousands landed on the train. They covered the windows, turning the light into golden honey. An ocean of calm suffused me. For a moment, I believed we’d end up okay. Hoped.

Aidan smiled, but then winced and doubled over in his seat. I leaned closer. “Are you all right?”

“His time is approaching.” The whisper again.

Aidan’s hand felt icy. A film of grease covered his skin. Sweat plastered his hair to his scalp in soggy locks. I squeezed his hand, willing him to get better, praying to a god I didn’t believe in. I knew with sick certainty that there wasn’t a single thing I could do to change his course.

That afternoon, we stopped at a station in Ass End of Nowhere and stayed stopped. The train took on water and coal. A kid whined at Juanita and wouldn’t stop crying after she slapped him. I ate a handful of nuts, and then another and another. Aidan started to say something, but I gave him such a stare that he closed his mouth.

The thin man said we’d be waiting here a couple hours for some kids coming from the north. He told Juanita to take us outside for exercise.

We formed up in lines, boys on the left and girls on the right. A steady wind blew grit in my eyes. I counted a hundred thirteen of us. All looked younger than Aidan or me. Some cried. Most seemed stunned. Glassy-eyed. A girl laughed, a thin, brittle sound.

The sun glared at us out of a burnt sky, so pale the air looked white. The only spot of color was a sad green olive tree next to the station. Dusty houses, carts, mules, and listing barns petered out into the desert behind us.

Distant puffs of smoke far to the north shredded in the wind. Like there was another train parked down the tracks behind us, waiting.

The thin man watched from the train as Juanita ran us up and down alongside the track. Laggards got extra push-ups at first, but the thin man intervened, excusing anyone from punishment. Aidan could barely walk, so I trudged along beside him, supporting part of his weight with a hand under his elbow.

Sweat stung my eyes. My brown skin, already used to Thomaston summers, fared well, but Aidan’s ears turned bright red and started to peel. I’d never seen a sunburn act so fast.

I wanted to tell the thin man how bad off Aidan seemed, but Aidan wouldn’t let me. He said he was afraid they’d separate us. I grinned and wondered how I looked.

Juanita appeared at the station door and screwed a hose to a bib. She sprayed us as we shuffled by. Most of the mist disappeared into the thirsty air, but the water that reached me felt as cool and soft as hope.

That night, most of the other kids slept, and even Juanita seemed to relax, sitting across the aisle and a few rows up. She read a newspaper, folding it in quarters.

Aidan and I talked in barely audible whispers, holding hands under a scratchy, frayed blanket. His lopsided smile seemed forced, and he shivered. Our train rolled south towards Ashton, its clacking wheels echoing like hammer blows against my skull.

Aidan turned to face me. His nose bobbed just inches from mine. I could count every freckle on his sunburned cheeks even in the near dark. He seemed to want to say something but couldn’t get it out.

I leaned forward and kissed him. A quick peck on the lips. He jerked sideways, teeth scraping against mine, eyes white and scared.

“Sorry,” I murmured, though I wasn’t. I was bored, but it was more than that. I felt different about Aidan than I’d ever felt for a guy before. Softer, more comfortable. Friends. Maybe more.

“No, that’s good,” he said. “Try again?”

We kissed a second time, longer and sweeter. I explored the shape of his teeth with my tongue. He tasted funny, like smoky syrup, or late-summer pork chops.

The voice whispered in my head again, a hissing, insistent rush of words, but I thrust it away. I wanted Aidan.

“What’s this?” Juanita loomed over our seat.

I broke away from Aidan. “Nothing.” I squinted, trying to stare Juanita down.

“Having a bit of fun?” She laughed, a scary, rusty sound. “Don’t wake anyone up.” A leer twisted her face. She clomped back to her seat.

After a few minutes, Aidan and I returned to our furtive groping with even more intensity. A much-thumbed pulp of mine had mentioned survivor comforts, and I guess there was something of that in what we did—except we might not survive.

Some while later, Aidan kissed the nape of my neck, and when he got his breath back, he whispered in my ear. “You. Are. Amazing.” His tears landed in hot, wet drops on my shoulder.

A tidal wave of tears threatened to flood my eyes, too, but I clamped down. I was poised on the edge of a yawning, black pit of terror and I couldn’t let myself lose control.

We arrived in Ashton as dawn tinted banks of coal smoke trapped against distant peaks. The train rolled by squalid rows of shacks. Dogs barked in manic frenzies and threw themselves against their tethers as the train passed.

Aidan’s color had worsened overnight, and one of his ears had sloughed off, replaced by shiny grey scar tissue. His eyes were the only part of him still fresh and wonderful. He smiled when he woke and saw me examining him. “Morning.” He coughed and spit a tooth into his palm. “Sorry.”

“Let me out!” the voice inside me clamored. I shoved it away.

“Good morning to you, too.” I bobbed my head at Aidan, feeling strangely formal.

“Take my knapsack.” Aidan’s voice sounded thick and muffled, like cotton had been stuffed in his mouth. “We should warn them.”

I looked at Juanita. “Why? Fuck them all.”

Aidan looked at me and started to shake. “Take the bag.”

I reached under his seat and pulled it out.

“More nuts. Some money.” Aidan closed his eyes. Each word clearly cost him substantial effort. The skin on his face seemed to sag inwards as if his bones were softening, melting.


“I love you.” Aidan laughed. A trickle of muddy orange liquid escaped his mouth.

“Me to you.” I pointed back and forth between us. Tears started from my eyes, but I blinked them away.

“Go to the washroom.” He pushed me back with arms as weak as a baby’s.

I nodded but didn’t leave, instead holding his hand and kissing his fingers. Anger warred with shock and disbelief. I wanted to lash out at someone, anyone. Break glass. Start a fire.

Aidan pulled away. I could feel his finger bones slip and shift out of place. The blanket bulged over his chest. “Go. Now.”

I asked Juanita to escort me to the washroom, nearly spitting the words out. She frowned and peered past me at Aidan. “Mr. Mayor feeling sick?”

“Fuck, no. He’s fine.” I crossed my legs. “I have to piss like a racehorse.” I slung the knapsack over one shoulder.

“Watch your mouth, sweetheart.” She gripped my upper arm and pulled me through the sliding doors between cars.

In the bathroom, I washed my hands and face, scrubbing them raw with harsh, lemon-scented soap, feeling for softness in my cheekbones, for fingers that could shift and slip. I drank tap water until I felt like I’d swallowed a boulder. It tasted wrong. The smoked glass window was open a crack. Hot, dry air whistled through the gap. I touched the screen.

Juanita rapped on the door. “You drown in there?”

“Are you ready?” The whisper inside sounded gleeful.

An alarm bell sounded, blaring so loudly that I had to press my palms to my ears. The brakes slammed on, squealing louder than the alarm, throwing me sideways against the sink. I yanked Aidan’s wrench from the knapsack and smashed the window. A shard of glass caught the back of my hand. Murky brown liquid welled up and congealed.

I dropped the wrench and grabbed the window frame. The metal bent under my desperate hands. The screen fell away and tumbled to the ground outside. Sullen warehouses and weedy lots slid past. I thrust the backpack through the opening and followed with my head and one arm.

The metal-scraping-metal sound of the brakes drowned out the alarm. The ends of railroad ties flickered past my face, faster than I liked. With a stomach-wrenching jerk, Aidan’s car lurched sideways, rocking the whole train and flicking me off like a flea from a tiger’s tail.

I tried to curl into a ball and roll, but my head hit a rock, and I blacked out. When I came to, I touched my scalp. It felt like just a few seconds had passed. Wet liquid dripped down the back of my head. I levered myself to my feet in slow stages.

I limped towards the knapsack, turning and checking the train behind me. Aidan’s car rocked again, as if an enormous beast inside was throwing itself from left to right. The flat crack of gunfire erupted in chaotic bursts. As I reached the pack, a series of explosions lifted the train and slammed it back to the tracks with a tremendous whoomph.

White-hot air washed over me. The smell of dynamite filled my nostrils. Thick, black smoke boiled into the sky. I wiped grit off my face and shambled up the embankment towards a hole in the fence.

A second train blew its horn, screeching brakes throwing sparks as it slowed down. Soldiers boiled out of the cars, rifles ready, leaping to the ground before the train had stopped. I ducked through the hole and slithered on my stomach away from the tracks. I felt numb. Broken glass scraped my cheek, and my hand brushed a desiccated raccoon carcass. Soot spotted grey hanks of fur, and its sightless eye sockets seemed to stare straight up at the sun.

Ashton was a flat, ugly city. Miles of cattle pens lined crowded, dirty streets. Rocky bluffs thrust straight up from the desert floor like angry fists. The only trees in sight were sick, stunted skeletons. Factories poured smoke into the air. It smelled like poison to me. I wanted to smash the city to rubble.

I staggered along a street, limping. My left ankle throbbed. Spots flashed in and out of my vision. Sirens screamed down a busy street half a block north.

“Hide.” The voice sounded urgent. “Go to ground.”

I pushed the voice down, tried to close and lock it away in a mental box. A man with red hair and sunburned ears stood in front of a dry-goods store shading his eyes. “Did you see that?” He gestured at the column of smoke that roiled the sky behind me. “Was that a train wreck?”

“Yeah.” Tears made my eyes sting. “Someone musta put a penny on the tracks.”

He seemed to really see me for the first time. “Holy shit, girl. Are you okay?” He touched my shoulder. “Were you on that train?”

“Yeah. I mean, no.” Worries about the thin man, the soldiers, filled my brain. “I tripped.”

“Some pratfall.” He smiled. “Come on, I’ll get a washcloth. Clean you up a bit.”

I let him lead me into the store. Behind us, galloping horses pulled a police coach around the corner. “I’m all right. Just banged up a bit.” The quiet air inside made my skin tingle. The barrels of crackers smelled good. The voice inside receded to an unhappy murmur.

He nodded and kept talking. An endless, comforting stream of observations, small talk. I liked his voice, the touch of his hands. My scrapes stung, but he was gentle, kind. “Name’s Steve. You from around here?” He reminded me of Aidan.

“No, I mean yes.” My thoughts seemed scattered. I needed to get away. Go to ground. “You sell pulps?” I couldn’t think about Aidan. About his bones shifting, changing. A lump clogged my throat.

“You bet. Kid Canyon. The Termite Queen.” He laughed, but not in a mean way. “Silly stuff, but fun to read, huh?” He touched my shoulder. “You’re welcome to stay here for a while. I’d make you a cup of coffee.” He wrapped a strip of linen around my ankle.

“Thanks.” I knew if I stopped now, I’d never start again. I dug into the pack. Aidan had left me an incredible amount of money. Almost two-thousand Jacksons. “I gotta go.” My sleeve caught on a buckle.

Steve’s gaze cut to the metal band around my wrist. “Listen, stay right here.” He seemed flustered. “I’ll get you the latest issue of the Insect Avenger.” He disappeared into a back room.

I left five hundred bucks on the counter and limped out the door. The bell jangled as I left, and Steve yelled from the other room, but I was gone. Smoke boiled into the sky behind me. I coughed but kept moving.

In an alley, I wrapped the bandage around my wrist. My ankle was swollen twice normal size, and my foot felt soft and malleable. A fire wagon clanged by.

I kept my head down and limped along as fast as I could. My skin felt slick, greasy. Soldiers had streets blocked off, but I cut through yards. Scraped under fences. Just a kid. Nothing to look at here. Go to ground.

At a crossroads, the wind changed. Rank smoke from a slaughterhouse blew through the street. It smelled noxious, foul. I threw up, gagging, stomach clenching. Vomit covered my shirt. My voice roared inside my head. I saw flames, bodies smashed to pulp, nothing but rubble stretching to the horizon.

I almost changed right there. I could feel it. The Bug all folded inside me, waiting between the spaces of my muscles and bones. Across the street, a mother held a toddler in her arms. Her face looked harried, beaten down, but she smiled at her child.

I limped-walked towards the nearest bluff. A mountain of cliffs and scree. Dun-colored with straggly bushes and houses at its base, nothing but rocks and cactus up high. My voice kept at me, telling me to get down, get low, but I ignored it.

The street dead-ended into a cliff face, but a narrow trail led upwards. Heat shimmered over every boulder. I scrabbled my way forward, crawling as much as walking.

I pulled myself up a ledge and sat, dangling my legs over a sheer, fifty-foot drop. I gulped water and ate roasted cashews and handfuls of dirt, finishing off by tearing and eating the pages of Buffalo Hunter #43 from Aiden’s pack. The sun beat down like a hammer. I gazed at the city spread below me. I felt nauseous, out of kilter. Borrified.

I bit down on a lump in my mouth as hard as a rock, rolling it around with my tongue before spitting it into my hand. A molar. I probed the empty space and tasted salty blood. I felt poised over a vast, unknowable presence.

A police coach pulled by a team of frantic horses, sweat frothing on the necks, stopped at the base of the cliff. Soldiers hopped off the running boards and took positions behind rocks. The sun flashed from rifle barrels.

The thin man stepped off the car and cupped his hands around his mouth. “Maia.” His voice sounded tiny, far away. “We want to help you.”

The whispering rose up in me like a roar. “Nononononono.”

“Maia, please answer.”

“Yeah.” I shrugged.

“We made a mistake,” the thin man said. “We had no idea Aidan was so close. A tragedy.”

“What do you want?” For the first time, I let myself think of the other children on the train.

The whisper penetrated my ears like the whine of a drill. “Don’t listen. They deserved to die. Hide. Get away. Now.”

“We can bring you in,” the thin man continued. “Take you to the camp with the others. We know far more now than we did before.”

“How much of me will be left once I change? Anything?” I spoke both to the thin man and to the whisper.

“You’ll be more. Bigger. Better.” The whisper seemed confident, in control. A roar of sound.

“Pieces,” the thin man said. “I won’t lie to you. Not everything. But you don’t have to go outlaw.”

The whisper chortled. Black emptiness roiled inside of me. I wanted to crush the puny animals all around, shatter their brittle buildings. Die in a frenzy of red-hot destruction.

The thin man continued. “Our colleagues in Nagorbi have set up a similar facility. They have a community of, ah, creatures. They’re learning a great deal.”

I thought of Steve, the girls in frills and bows on the train, a city full of toddlers. “I don’t have to go rogue?”

“No. We think smoke particles contribute to the creatures’ fight or flight impulses. And perhaps the lack of community. Maybe humidity. We have an army camp near Yumisa with everything you’ll need.”

“Why should I trust you?”

“Because the only other choice is another disaster.”

The soldiers surrounded the bluff. More appeared every minute. My whisper screamed, “Kill them all! Kill.” An image thrust itself into my mind: A giant carapace rising up and sliding, leaping down the mountain, crushing houses and soldiers as it went.

I wanted to let go, to let the rage inside transform into cleansing destruction. The whisper filled my head, but I pushed it down and pressed my face in my hands. I thought of Aidan and wished for—whatever. A normal life. Ha. I cleared my throat. “I’ll come in.”

I limped back down the path. Wide-eyed soldiers, boys, really, kept their guns trained on me. The thin man opened the back of the police coach.

I closed my eyes and breathed the scalding air deep into my lungs. “I’m ready.”

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Garth Upshaw lives in Portland, Oregon with his super-genius wife and three precocious children. When he's not breeding tarantulas, he rides his bike through the sleeting downpours. His stories have appeared five times previously in Beneath Ceaseless Skies, including “Breathing Sunshine” in BCS #64, and his other stories have appeared in Clarkesworld Magazine, Realms of Fantasy, and other magazines.

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