a few hours later, a pile of scrap metal stood in one cornerof the clearing. each segment of rail took an hour to getfree, and required all six of them to carry. the railroad tiessat in another pile; at least all the smokies’ wood didn’tcome from live trees. tally couldn’t believe how much theyhad salvaged, literally tearing the track from the forest’sgrasp.

she also couldn’t believe her hands. they were red andraw, screaming with pain and covered with blisters.

“looks pretty bad,” david said, glancing over tally’sshoulder as she stared at them in amazement.

“feels pretty bad,” she said. “but i didn’t notice untiljust now.”

david laughed. “hard work’s a good distraction. butmaybe you should take a break. i was just about to scout upthe line for another spot to salvage. want to come?”

“sure,” she said gratefully. the thought of picking upthe powerjack again made her hands throb.

leaving the others at the clearing, they hoverboardedup and over the gnarled trees, following the barely visibletrack below into dense forest. david rode low in the canopy,gracefully avoiding branches and vines as if this were afamiliar slalom course. tally noticed that, like his shoes, hisclothes were all handmade. city clothing only used seamsand stitching for decoration, but david’s jacket seemed tobe cut together from a dozen patches of leather, all differentshades and shapes. its patchwork appearance reminded herof frankenstein’s monster, which led to a terrible thought.

what if it were made of real leather, like in the oldendays? skins.

she shuddered. he couldn’t be wearing a bunch ofdead animals. they weren’t savages here. and she had toadmit that the coat fit him well, the leather following theline of his shoulders like an old friend. and it fended off thewhips of branches better than her microfiber dorm jacket.

david slowed as they came into a clearing, and tally sawthat they had reached a wall of solid rock. “that’s weird,” shesaid. the railroad track seemed to plunge straight into themountain, disappearing into a pile of boulders.

“the rusties were serious about straight lines,” davidsaid. “when they built rails, they didn’t like to go aroundstuff.”

“so they just went through?”

david nodded. “yeah. this used to be a tunnel, cutright into the mountain. it must have collapsed sometimeafter the rusty panic.”

uglies 213“do you think there was anyone . . . inside? when ithappened, i mean.”

“probably not. but you never know. there could be awhole trainload of rusty skeletons in there.”

tally swallowed, trying to imagine whatever was inthere, flattened and buried for centuries in the dark.

“the forest’s a lot clearer around here,” david said.

“easier to work through. i’m just worried about these boulderscollapsing if we start prying rails up.”

“they look pretty solid.”

“oh, yeah? check this out,” david said. he stepped offhis board onto a boulder, and deftly climbed to a spot thatlay shadowed in the setting sun.

tally angled her board closer and jumped onto a largerock next to david. when her eyes adjusted to the darkness,she saw that a long space extended back between theboulders. david crawled inside, his feet disappearing intothe darkness.

“come on,” his voice called.

“um, there isn’t really a trainload of dead rusties inthere, right?”

“not that i’ve found. but today might be our lucky day.”

tally rolled her eyes and lowered herself onto her belly.

she crawled inside, the cool weight of the rocks settlingover her.

a light flicked on ahead. she could see david sitting upin a small space, a flashlight glowing in his hand. she pulled214 scott westerfeldherself in and took a seat next to him on a flat bit of rock.

giant shapes were stacked above them. “so the tunnel didn’tcollapse completely.”

“not at all. the rock cracked into pieces, some big andsome small.” david pointed the flashlight down through achink between where they sat. tally squinted into the darknessand saw a much bigger open space below. a glint ofmetal revealed a segment of track.

“just think. if we could get down there,” david said,“we wouldn’t have to pull up all those vines. all that trackjust waiting for us.”

“just a hundred tons of rock in the way, is all.”

he nodded. “yeah, but it would be worth it.” hepointed the flashlight upward at his face, making himselfhideous. “no one’s been down there for hundreds of years.”

“great.” tally’s skin tingled, her eyes picking out thedark fissures all around them. maybe no human beings hadbeen there for a long time, but lots of things liked to live incool, dark caves.

“i keep thinking,” david said, “the whole thing mighttumble open if we could just move the exact right boulder. . . .”

“and not the exact wrong one, the one that makes thewhole thing crush us?”

david laughed and pointed the flashlight so that it lither face rather than his. “i thought you might say that.”

tally peered through the darkness, trying to make outhis expression. “what do you mean?”

uglies 215“i can see that you’re struggling with this.”

“struggling? with what?”

“being here in the smoke. you’re not sure about it all.”

tally’s skin tingled again, but not from the thought ofsnakes or bats or long-dead rusties. she wondered if davidhad somehow already figured out she was a spy. “no, iguess i’m not sure,” she said evenly.

she caught a glimmer of reflected light from david’seyes as he nodded. “that’s good. you take this seriously. alot of kids come out here and think it’s all fun and games.”

“i don’t think that for a minute,” she said softly.

“i can tell. it’s not just a trick to you, like it is to mostrunaways. even shay, who really believes the operation iswrong, doesn’t get how deadly serious the smoke is.”

tally didn’t say anything.

after a long moment of silence in the dark, david continued.

“it’s dangerous out here. the cities are like theseboulders. they may seem solid, but if you start messingwith them, the whole pile could crumble.”

“i think i know what you mean,” tally said. since theday she’d gone to get her operation, she’d felt the massiveweight of the city looming over her, and had learned firsthandhow much places like the smoke threatened peoplelike dr. cable. “but i don’t really understand why they careso much about you guys.”

“it’s a long story. but part of it is . . .”

she waited for a moment before saying, “is what?”

216 scott westerfeld“well, this is a secret. i don’t usually tell people untilthey’ve been here for a while. years. but you seem . . . seriousenough to handle it.”

“you can trust me,” tally said, then immediately wonderedwhy. she was a spy, an infiltrator. she was the lastperson david should trust.

“i hope i can, tally,” he said, reaching out to her. “feelthe palm of my hand.”

she took it, running her fingers over the flesh. it was asrough as the wood grain of the table in the dining hall, theskin along his thumb as hard and dry as leather crackingwith age. no wonder he could work all day and not complain.

“wow. how long does it take to get calluses like that?”

“about eighteen years.”

“about . . . ?” she stopped in disbelief, then comparedthe horn of his palm with her own tender, blistered flesh.

tally could feel it there, the grueling afternoon of real workshe’d put in today, but stretched across a lifetime. “but how?”

“i’m not a runaway, tally.”

“i don’t understand.”

“my parents were runaways, not me.”

“oh.” she felt stupid now, but it had never onceoccurred to her. if you could live in the smoke, you couldraise children here too. but she hadn’t seen any littlies. andthe whole place seemed so tenuous, so temporary. it wouldbe like having a child on a camping trip. “how did theymanage? without any doctors, i mean.”

uglies 217“they are doctors.”

“huh. but . . . hang on. doctors? how old were theywhen they ran away?”

“old enough. they weren’t uglies anymore. i think it’scalled being a middle pretty?”

“yeah, at least.” new pretties worked or studied, if theywanted to, but few people got serious about a professionuntil their middle years. “wait. what do you mean theyweren’t uglies?”

“they weren’t. but they are now.”

tally tried to get her mind to process his words. “youmean, they never did the third operation? they still lookmiddle, even though they’re crumblies?”

“no, tally. i told you: they’re doctors.”

a shock ran through her. this was more stunning thanthe felled trees or the cruel pretties; as overwhelming asanything she’d felt since peris had gone away. “they reversedthe operation?”

“yes.”

“they cut each other? out here in the wild? to makethemselves . . .” her throat closed on the word, as if she wasgoing to gag.

“no. they didn’t use surgery.”

suddenly the dark cave seemed to be crushing her,squeezing the air from her chest. tally forced herself tobreathe.

david pulled his hand away, and with a corner of her218 scott westerfeldpanicked mind tally realized she’d held on to it all that time.

“i shouldn’t have told you all this.”

“no, david, i’m sorry. i didn’t mean to get all hyperventilated.”

“it’s my fault. you just got here, and i dumped all thison you.”

“but i do want you to . . .”—she fought saying it, butlost—“to trust me. to tell me this stuff. i do take it seriously.”

that much was true.

“sure, tally. but maybe that’s enough for now. we shouldget back.” he turned and crawled toward the sunlight.

as she followed, tally thought of what david had saidabout the boulders. however massive, they were ready totopple if you pushed them the wrong way. ready to crush you.

she felt the pendant swinging from her neck, a tiny butinsistent pull. dr. cable would be impatient by now, waitingfor the signal. but david’s revelation had suddenly madeeverything much more complicated. the smoke wasn’t just ahideout for assorted runaways, she realized now. it was a realtown, a city in its own right. if tally activated the tracker, itwouldn’t just mean the end of shay’s big adventure. it wouldbe david’s home taken from him, his whole life stripped away.

tally felt the weight of the mountain pressing downupon her, and found that she was still struggling to breatheas she pulled herself out into the sunlight.