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A portion of one wall held within it a large library of books and scrolls and bound yellow manuscripts. One tome bore the title Tomb of Torture, written in Elvish script. Estriss ran his scholar's hand across some of the titles: The Epistle of Lord JaykEl of the Blue Order of the Spelljammer; The Helmsman's Companion by Gorg Blasterbeam, Once Scribe of Humptown. Another read The Star Quest ofBryn and promised "A Ribald Adventure of Treachery and Untold Perverse Delights."

Estriss hissed in wonder and drew back his hand. He had found a strange book bound in a brittle, flesh-colored leather. Its ancient cover was tattooed with designs and sigils that made the humans nauseated to look too long at them. Estriss looked up. You do not want to know, he said.

"What is this place?" Na'Shee wondered aloud. Her voice echoed hollowly through the gallery.

Teldin stood frozen in the center of the room. His voice seemed far away when he answered. "This whole tower is the Spelljammer's.. " He concentrated, letting the knowledge wash over him in a soothing wave. "This is the Spelljammer's memory, containing all its experiences and adventures throughout the spheres, collected here in physical form. This room holds…" He paused, seemingly searching for the words. "These are most of the magical items that have ever come aboard the Spelljammer. Their owners are long dead, and they wait here as individual memories, of events that mostly occurred long before any of us were born."

"How can the Spelljammer have a memory?" Chaladar asked.

Teldin smiled as he turned slowly, taking in all of the chamber. "The Spelljammer is more than a city sailing between the spheres, or a vessel that can be owned by whoever has the most men and weapons. The Spelljammer is… alive."

"Alive?" Chaladar said. "I don't understand. How can that be?"

"It is alive, and it is sentient," Teldin told them. "And it has brought me here because I bear the Ultimate Helm, because it needs me to fulfill its own destiny, just as its destiny is my own."

"Can we take them?" CassaRoc asked. He had not listened to Teldin's revelation. He was standing over a case containing a metallic vest, shimmering with all the colors of the spectrum.

Teldin grinned slightly. He slipped his sword out of its scah-bard. "You may try. Be ready, everyone."

The others quickly pulled out their blades. "Be ready for what?" Djan asked.

"You'll see," Teldin said. Then, "CassaRoc, go ahead."

CassaRoc examined the case and could not find a lock. He brought the hilt of his sword down hard upon the case, and his arm reverberated with the impact.

It happened so fast that no one had time to see where the creatures had come from. There were six of them: huge, lumbering gray shapes that at first seemed amorphous at their approach. Then the warriors could make out individual fea-tures: strangely shaped arms that ended in whiplike hands, and pale, fleshy bodies that resembled neogi and beholders and centaurs.

The guardian shivaks converged on the humans, ready to protect the Armory and the ship's collection of memories. Faceless, composed entirely of a thick, leathery flesh, and without internal organs, the shivaks served the ship and tirelessly defended its secrets. The warriors were simply intruders to them, and were to be dealt with as any intruder would be dealt with: first apprehended, then defeated and rendered unconscious, then returned outside to the decks of the Spelljammer.

Djan was knocked to the floor by the huge arm of a centau-rian shivak. It pulled back a great, curled fist, and sent its arm in a downward swing toward Djan's head.

In the instant before impact, Teldin shouted "No!"

His voice echoed impossibly loud throughout the chamber and carried with it a tone of authority, which the shivaks dully recognized as a sign of the Helmbearer. Each shivak halted in its tracks. One shivak had Estriss clasped within its three curled arms. Another tightly clasped Stardawn's wrist within its thick hand, ready to pummel the elf into unconsciousness.

Light blazed out from Teldin's ancient amulet and flickered into the eyes of each shivak, casting the image of a three-pointed star across each face. Teldin turned instinctively, letting the light pass over each shivak in turn. As though it were a message, or a command stimulated by the amulet's intrinsic magical energies, the shivaks released their holds on the humans. The amulet ceased its flashes of light, and the shivaks stood immobile where they had stopped.

"We will meet no more resistance," Teldin said.

"Will you please tell me what in the Nine Hells just happened?" said CassaRoc, sputtering.

"They have recognized the sign of the Spelljammer," Teldin said. "They listen to no other command. We now have unlimited passage through the Armory, and no shivak will try to stop us."

A shadowed spiral staircase against the far wall led Teldin and his friends down to the next level of the Armory. Djan whistled as light panels in the wall winked on as the warriors proceeded down to the next floor. "How does the Spelljammer know we're here?"

Teldin did not answer. He took each stair confidently, as though he had walked these steps before.

Then the stairs ended, and the group found themselves in another huge gallery. The light panels above them brightened as Chaladar brought up the rear, and they stood silently as they gazed upon a chamber filled from wall to wall with display cases of various sizes, arranged in orderly rows that seemed to go on into infinity.

Estriss immediately approached the closest case. Amazing, the mind flayer said. Teldin, come here and look. The detail on this is amazing.

The others surrounded Estriss and peered into the case, then eagerly spread out to examine the other cases throughout the gallery.

Like the chamber above, the wajls and tables were covered with uncounted displays, but these cases did not contain magical items like those above.

Estriss pointed with one blunt, purplish finger. Look there. The rigging is perfect. Whoever built these is a remarkable craftsman. The markings, the decorations-the craftsmanship is incredibly delicate.

Inside each case was a scale model of a different ship: squidships, deathspiders, battle dolphins, illithid dreadnoughts, wasp ships, hammerships, elven man-o-wars and flitters, a gnomish sidewheeler, beholder tyrants, damselflies, dragonflies, Shou dragonships, viperships, scorpion ships, lampreys, deathglories, an elven armada, and more. Each case held a different scale model, the types of which stretched the known spheres, and not a few were completely unknown to Teldin and his allies.

Na'Shee shouted from far across the gallery. "Teldin, you better come here! I think you ought to see this!"

They hurried over to Na'Shee, where she stood above one rectangular case. Inside was a scale model of a nautiloid, gleaming in perfect condition. "So?" Stardawn said. "Read the name," Na'Shee invited. CassaRoc bent down to look, then he stood up abruptly and stared at Teldin. "What's going on here?" Estriss said, What is it?

"The name painted on the bow," Chaladar said, "says it's the Julia."

"That's our ship," Djan said. "We crashed the nautiloid when we came on board."

Who built these, Teldin? Estriss asked. Who could build these so perfectly, so fast?

Teldin shook his head slowly and indicated all the ships contained in the cases throughout the room. He gathered his breath, letting the information flow into him. "These are not models," he said. "These are actual ships, all the ships that have ever reached the Spelljammer during its voyages across the universe. Thousands of them have been shrunk, rebuilt, if needed, and kept as memories. The ship did this." He peered into the case at his own nautiloid. "I can feel the magical power as well. All the spelljamming helms are intact."