Benny returns home to the Braxiatel Collection, only to find that it’s been attacked and conquered by the Fifth Axis. Braxiatel is under house arrest, apparently quite bewildered; he knows the future, and chose this sector of space for the Collection because it was supposed to be perfectly safe. Adrian is on a work gang with the other Killorans, awaiting “relocation.” Peter, a human/Killoran “half-breed”, would normally be subject to the Fifth Axis’ brutal pogroms; fortunately, due to the sad death of another Killoran baby, Peter is believed to have been killed during the initial attack. He is being hidden by the Gemayal brothers, but Benny can’t afford to draw attention by visiting him. Jason has apparently sold out his friends to the Fifth Axis, and is starting to put on weight as he settles into his role as a collaborator. Now, unable to leave the Collection, Benny must decide what she’s going to do about the new order...

Benny decides to join the Resistance, which is unofficially being led by Bev Tarrant, but when Fifth Axis troops turn up at every attempt to convene a meeting, the Resistance begin to suspect that there is a traitor within their ranks. Attention turns to Benny due to her relationship with Jason, and Bev and the other resistance members decide that she must be killed; however, the academic Vosta stops them, insisting that Benny could never betray her friends. Benny comes to suspect that Vosta is the traitor, however, and she thus tells him something that only she knows: the legendary Oracle of the Lost is hidden in the Small Triannon, and if the Fifth Axis find it, they could use it to learn their future. The Resistance tries to blow up the Oracle, but Braxiatel joins forces with the Fifth Axis to stop them, announcing that he will do whatever it takes to protect such a valuable archaeological find. When the Fifth Axis question the Oracle and analyse its responses, however, they conclude that it’s a fake, rigged up by Braxiatel to feed them false information that could have led to the Axis’ downfall. Security Officer Klarzen decides to leave the Triannon intact as a symbol of Braxiatel’s failure to fool the Axis. In fact, Braxiatel arranged for Joseph to fit fake machinery over the real Oracle as a double-bluff; the Oracle really does predict the future, but the Axis will never question it again. Thus, it will remain intact throughout the Occupation, but the Fifth Axis will not learn anything from it. The Resistance eventually learn to their shame that there is no traitor within their ranks; the Fifth Axis have in fact set up a sensor web to monitor anything that’s said within the Collection. Vosta sets about mapping the sensor web’s blank spots, but Benny, disillusioned by the speed with which the Resistance turned on her, chooses not to join them.

One of Benny’s students, Oliver Norman, is shot and killed by an Axis soldier, and the new Marshal, Mushtaq Anson, refuses to grant permission for his burial, claiming that he forfeited his rights when he became a criminal. Realising that Oliver is becoming a martyr, however, Anson admits to Benny that Oliver was shot in error after mouthing off to a tightly-wound soldier. The students are planning to break curfew to hold Oliver’s birthday party, and when Benny gives Anson an invitation, he grants special dispensation for them to hold the party. The students are thus permitted to celebrate Oliver’s life and death without being shot for it -- but when Benny dances with Anson at the party, most of her students conclude that she too is a collaborator.

Braxiatel is still under house arrest, enduring interrogation and occasional torture from Fifth Axis officers who seem convinced that his time machine -- which he claims not to have any more -- is in fact hidden somewhere in the Collection. Marshal Anson allows Benny to visit Braxiatel’s quarters, presumably hoping that Braxiatel will let something slip to her, but while speaking to Benny, Anson reveals that he knows something about her childhood that Benny had only ever told Braxiatel. Benny finds that Braxiatel, though he’s trying not to show it, is becoming increasingly rattled as he tries to work out how the Fifth Axis could have changed the course of history to invade the Collection. Fortunately, Benny puts together clues from several different conversations and realises what Braxiatel is going to do. The Resistance has mapped out blank spots in the Fifth Axis’ sensor grid, and Benny uses them to get to the Mansionhouse, where Braxiatel has just poisoned Marshal Anson using fish from the planet Hulvarr Prime. Anson himself supposedly planned the strategy that enabled the Fifth Axis to invade and conquer Hulvarr Prime, by turning the weaknesses of their own culture against them -- and yet he didn’t know that the fish were poisonous, even though this is a key plot point in one of the planet’s most famous operas. Braxiatel now knows that someone else is pulling the strings of the Fifth Axis -- and he fears that it may be a future version of himself. Benny points out that if he commits murder just to find out if he’s capable of doing so, this could be the first step on the road that turns him into such a person, and Braxiatel pulls himself together, accepts her argument and allows her to give the antidote to Anson, vowing to outwit the Axis on his terms.

Peter, hidden away by the Gemayal brothers, desperately misses his mother and makes daily bets with himself, playing games with Fate to bring his mother back to him; whether it is on the roll of the dice, the movement of the sun, or how long he can hold his breath, he vows that if he wins one of the games, his mother will return to him. None of the games work, and all he can do is keep waiting.

Benny, upset after seeing Jason “supervising” a work party of Killoran slaves, invites Bev and Vosta to her rooms to drink. She still refuses to join the Resistance, but Bev informs her that the Axis is building a new control and communications centre in the Collection -- and that their sudden expansion has caught the entire sector off guard. Somehow, the Axis seems to have acquired remarkably advanced technology that should be beyond their grasp...

Anson arranges for the artist Leo Didas to visit the Collection to carve the blank block of stone labelled “the Future” into the image of an Axis soldier. However, Braxiatel contacts Benny and informs her that he’s arranged for the real Didas to be replaced by his associate Kellarn, who apparently has a plan to drive the Axis out of the Collection. Benny gives Kellarn a tour of the Collection, and once they’re in a sensor blank spot, Kellarn reveals that he intends to stage an all-out assault on the Collection, keeping the Axis troops occupied while his men smuggle out the captives, slaves and students. However, this plan would mean the complete destruction of the Collection and all of the priceless art and historical relics contained within. Benny struggles with her conscience, but eventually tells Kellarn that she won’t help him -- and that she will inform the Axis if he tries to go through with his plan. “Kellarn” then drops his disguise to reveal that he’s a bio-droid, created with technology far more advanced than the Axis should possess; the Axis caught and killed the real Kellarn before he even arrived on the Collection, and sent in this bio-droid to test Benny’s loyalty. She has passed Anson’s test, but isn’t happy with what that says about her.

Benny is invited to the communications centre building by a junior information minister from the Fifth Axis, Paul Thomas Gale, who wishes to discuss the future of the galaxy and how the human race owes it to their children to ensure that they compete against the other alien races. Before Benny can tell him where to put his rhetoric, the centre is bombed by the Resistance. Benny and Gale manage to get out, along with many others, but not before witnessing scenes of destruction and death, and seeing people trapped beneath the wreckage. Knowing that the Resistance has killed people who may have been innocent visitors to the centre, Benny shares a drink of water with the surviving Fifth Axis communications personnel after escaping from the building.

Ms Jones has unexpectedly fallen in love with Lt Bernard Moskof of Axis Criminal Investigations, and he with her. Every day, they meet after work, Ms Jones gives Moskof a rose, they go for a walk through the Collection, and Moskof leaves the rose behind for someone else to find. However, their relationship is regarded with contempt by the Resistance, and Ms Jones begins receiving veiled threats and hate mail. When somebody starts bombing parts of the Collection, causing minor property damage, the new security commander, Spang, has the Killorans taken hostage; every time another bomb goes off, a Killoran will be executed. There is another bombing, and a Killoran is indeed executed, but Benny works out what’s happening after seeing a rose petal at one of the bomb sites. She has the petal analysed, and acts just in time to save Ms Jones and Bernard from the next bombing. Ms Jones’ roses, supplied to her by a “helpful” gardener, were in fact engineered bombs meant to assassinate Moskof, but the timing mechanism was faulty. The “gardener” disappears before he can be arrested, and the Killorans are put back to work. Benny admits privately to Ms Jones that she might not have been in such a hurry to act if she’d thought Ms Jones was behind the attacks; however, she knows that Ms Jones was being used as a pawn, and understands that Ms Jones can’t help the fact that she loves Moskof, despite what he does for the Axis.

Benny manages to grab a few words with Adrian, and assures him that Peter is safe. Jason has arranged for the Killorans to work directly under him in his procurement division, and he isn’t treating Adrian well; it’s as if all of his jealousy about Adrian’s relationship with Benny has found an outlet at last. However, at least the Killorans aren’t being shipped offworld... yet.

Benny is forced to release one of the Collection’s Anubian memory crystals to Commander Spang, even though she knows he will use it to interrogate members of the Resistance. Spang then takes charge of the investigation when the Collection’s gardener, Mr Crofton -- normally a stolid and dependable sort with a friendly word for everyone -- flies into a rage and attacks two drunken Axis soldiers who tried to provoke him by smashing up his garden. Spang determines that Crofton was trying to protect the small ruby crystal flower at the garden’s centre, and when Crofton refuses to tell him what’s so special about it, Spang has it subjected to intense molecular analysis -- a process which reduces the crystal to dust. It was, in fact, the crystallised ashes of Crofton’s late wife, who was killed during a war on the colony world Mander 17. The colony’s custom is to crystallise the ashes of the dead, and since Crofton’s wife had always loved gardening, he had her ashes shaped into the form of a Draconian Lily and took up gardening himself after he retired from the army. Now that the Axis has destroyed the crystal, they’ve brought out another side of Mr Crofton -- and he won’t rest until they’re all dead.

Anson sends for a Special Investigator, Ash Madai, to question Braxiatel and find out where his time machine is hidden. It’s said that Ash can simply look at a person and know everything there is to know about them. After touring the Collection, Ash visits Braxiatel, who has been expecting his arrival and knows that Ash is in fact looking for something entirely different. Braxiatel has spent the last two days putting up barriers, and Ash finds that he can’t read Braxiatel’s future -- but this is why he toured the Collection first. He has read its future, and knows how the Fifth Axis will be defeated -- and unless Braxiatel gives him what he wants, he’ll tell the Fifth Axis what he knows. Braxiatel’s control slips just enough for Ash to learn that Benny is holding the object that he’s looking for. He thus visits Benny, who has conducted some research and learned that “Ashmadai” was the King of the Demons who was forced by King Solomon to help build his temple. The ring Braxiatel told her to safeguard is the key with which Solomon bound Ashmadai to his service, and he needs the ring to escape this form. Whether a demon or alien, he does have extraordinary powers -- and he tells Benny that if she doesn’t give him the ring, he’ll tell the Fifth Axis where to find Peter. Realising that he’s not bluffing, Benny hands over the ring, and Ashmadai vanishes, leaving the Axis to the mercy of the future.

The Fifth Axis tries to connect the Braxiatel Collection to the Chiasm, a network of space-time tunnels that allows near-instantaneous travel throughout their empire. But something goes wrong; the people near the Small Triannon begin to suffer from increasingly serious short-term memory loss, the architecture of the Collection begins reshaping itself, Bev Tarrant goes missing and Braxiatel vanishes from under the noses of his guards. Braxiatel’s study relocates itself to Benny’s bathroom, and Joseph passes on a set of instructions from Braxiatel to Benny. Though she has trouble keeping her mission in mind, Benny manages to take a gun to the Small Triannon, where Braxiatel is watching a glowing white figure try to possess Bev Tarrant. It seems that Braxiatel has given his permission for the figure to do so, but when Benny arrives, she shoots Braxiatel and the figure turns on him instead. However, when the figure takes over Braxiatel’s body, it is Braxiatel who stands up, back in perfect health and just as he has always been. It seems that the white figure was a Watcher, an inchoate form of Braxiatel’s future incarnation, and that the Chiasm’s interaction with the unique architecture of the Collection released it from its confinement. Braxiatel tricked it into dropping its guard by offering to let it possess Bev’s body, and when Benny shot him, he managed to overpower his Watcher and regenerate back into himself again. The Axis disconnects the Chiasm, and Benny does not remember enough details to work out exactly what happened; only in her nightmares does she wonder why Braxiatel was keeping his future self confined, and fear just how dangerous Braxiatel himself could turn out to be...

An enthusiastic young Axis officer named Radek is posted to the Collection, and Anson assigns him to get close to a young archivist named Mesa and find out where she’s hidden the Blade of Galandar, a relic said to have the power to perceive the good and evil in human hearts. Radek gets closer to Mesa than even he was expecting; to their mutual surprise, they find they’ve fallen in love. The Resistance does not approve of their relationship, and threatens to kill Radek if Mesa doesn’t break off their relationship; however, she can’t bring herself to do so. Radek eventually admits why he really started seeing her, but asks her not to tell him where the blade is hidden; she does so anyway, trusting that he will not betray her to the Axis. He does not, but the Resistance then bomb her office, killing her and her alone. In his despair and rage, Radek opens fire on his fellow Axis officers, killing several of them. Benny visits him in his cell and offers to turn over the blade, which is just a relic with no special powers, so that Radek can bargain for a lighter sentence. He chooses not to, as he has nothing to live for any more.

A statue of the Fifth Axis Imperator, Volf Gator, unexpectedly comes to life and kills two guards, Trac and Cript. The Resistance happen to catch sight of the unguarded statue and plant a bomb on its plinth, but as Bev flees to a safe distance, an elderly woman surprises her, knocks her out and takes the detonator. The old woman then visits Benny, who instantly recognises her as a future version of herself. The older Benny can’t tell her younger self what the future holds, but she insists that it’s important she speak to Braxiatel immediately; however, when they arrive, he instantly realises that she’s an impostor. He and the real Benny hold off the fake version, who disintegrates into mulch. Braxiatel realises that the fake Benny was an extension of the statue, which has bonded with what remains of the organic component of his time machine. When he last upgraded the time machine, the obsolete organic component was destroyed, but a part of it survived and developed an overpowering hatred of Braxiatel for this betrayal. Braxiatel reports the incident to the Axis officer Bertram, who takes a troop of soldiers to destroy the statue. The statue comes to life and attacks them, and when the officers shoot at it, they hit the bomb planted by the Resistance, blowing apart the statue.

Benny’s friend Vosta dies of a fatal disease he’s been carrying since before the Occupation. While alive, he hacked into the Fifth Axis’ surveillance net and created a network of dead zones along which the Resistance can travel undetected. After being beaten for insubordination, he told the Axis that a certain painting in the Collection was a forgery, and they burned it, unaware that they were in fact burning a real and priceless work of art. Benny now knows that he took the strength to fight back from the certainty of his death, his knowledge that one day he would escape the Axis and there was nothing they could do about it. Soon, she will have to decide whether she’s going to fight back herself.

The Axis Meedjahistory-Capital-Gain Column arrives on the Collection, led by Leif Larsson, with orders to plunder the Collection’s historical records. Anson asks Benny to act as Larsson’s liaison, apparently concerned that he will take credit for exploiting the resources of the Collection. Over the next couple of weeks, Benny begins waking in the middle of the night to find herself conducting repairs to Joseph, but she can’t recall how he was damaged in the first place -- until the fully repaired Joseph replays a video of Larsson trying to rape Benny after she found that the history in the books was somehow rewriting itself. Anson intervened at the last moment, revealing that he used Benny as bait to reveal Larsson’s true proclivities and placing him under arrest on the orders of the Axis military commander, Isik. Benny confronts Larsson, demanding that he reveal how he erased her memories, but he refuses to do so unless she allows him to show her in person. She reluctantly breaks him out of his cell, and he leads her to a book containing a conceptual entity he first encountered on the planet Morvalvian. The creature is capable of rewriting reality by rearranging words on a page, and Larsson used it to rewrite history for his benefit. He lost it when an Axis convoy carrying the book was raided, but the book then ended up at the Collection, and once the Axis conquered the Collection, Larsson came here to recover the creature. He also infected Benny with a nanomechanical version of the creature, a Personal History Killer that has been rewriting her history ever since she met him. Now that he has the creature back, he intends to rewrite himself to the other side of the galaxy and write the Collection out of existence. But in his absence, the creature has been telling stories to Benny’s son Peter to keep itself amused, and when Larsson reveals what he plans to do, the creature is angered and rewrites him out of existence instead. Benny has the creature put all of the histories back the way it found them, but this does not prevent the Occupation from happening; somehow, it has become a natural part of history. However, Benny, shaken by her experiences, is now determined to do something positive to bring down the Axis.

Benny is becoming increasingly disgusted with Jason, who is literally growing fat on the proceeds of his collaboration with the Axis and his work in “resource procurement.” After walking out of one of Jason’s privately funded parties, she is contacted by a woman named Olina and her husband K’draagh, who claim that their half-human, half-Xlom baby has disappeared. Benny discovers that many hybrid children have vanished since the Occupation began and confronts Anson, who claims to have no knowledge of this but suggests that certain misguided individuals with a personal hatred of half-human children may be trying to curry favour with him. Enraged, Benny confronts Jason in the lower levels of the Collection, where those who are unwanted by the Axis have been left to fester; unfortunately, she attracts too much attention, and she and Jason end up being pursued by an enraged mob. Jason leads Benny to safety -- in a secret bunker where his allies from off-world have been keeping the halfling children safely out of the hands of the Axis. All this time, Jason has been wearing a fat suit made of polymimetic ceramaline, pretending to collaborate with the Axis while diverting their resources here and to similar facilities dotted about the Collection. However, the children’s parents are fully aware of what’s happening here, and Jason has never heard of a couple named Olina and K’draagh. A squad of Axis guards arrive at the facility, presumably having followed Benny here, but Jason’s allies successfully overpower the soldiers and evacuate the children. Benny leaves, knowing that the guards won’t be allowed to live, since they can now identify all of the conspirators.

Jason and Benny are now being seen together in public again, and Ms Jones invites them to dinner at her apartment with her and Moskof. After a few drinks, the conversation begins to get looser, and Benny has to guard her tongue carefully so as not to give away any of her secrets. However, the time slips away from them, and the curfew bell sounds before she and Jason can leave. As the night drags on and more drinks are consumed, the conversation becomes uglier; Moskof needles Jason about changing sides to save his own skin, and Jason, irritated, needles him in turn about his interrogation techniques. Angered at being called a war criminal, Moskof calls Jason on one of his more treasonable statements and threatens to have him shot unless he gives up one of his secrets. Benny fears that Jason is going to turn in Peter to save himself, but instead he gives away a lesser secret, the location of a hidden stash of wine that he’s been selling on the black market to fund his private parties. Jason and Ms Jones pass out, and Benny tries to get through to Moskof and convince him that the Axis way is not the only way to live. He passes out before she knows whether she’s getting through to him, and she takes the opportunity to steal and copy his all-access security pass. Ms Jones wakes and takes Moskof to her room to sleep it off, and Jason also wakes and promises that he’ll take Peter from the Gemayal brothers and keep him safe in one of his own facilities. The next morning, Moskof and Jason apologise to each other for the harsh words of the night before, and part, apparently as friends -- or as close as they can get during wartime.

Peter is finally reunited with his mother in one of Jason’s safe houses.

Benny visits one of Jason’s safe houses and tells a bedtime story to the children, including Peter -- a true story about an Axis researcher named Martlak who ordered Braxiatel to assist in the identification of artworks created by aliens and half-humans. Braxiatel eventually agreed to do so on condition that the “unsuitable” artworks be sold off. Martlak agreed to deal with a race called the Finliri, and even allowed Bev Tarrant, the best pilot on the Collection, to pilot the Ormond-Seltec flyers carrying the goods to the Finliri mothership. However, when a solar storm struck the Collection, grounding all other shuttles, Martlak began to become suspicious about Braxiatel’s apparent enthusiasm for the project, and concluded that Bev was smuggling something else out of the Collection. He was never able to catch her in the act, however -- and only when the storm cleared did it become clear that she had in fact been selling the flyers themselves and returning to the asteroid via their emergency escape packs. Now, the Finliri have gone with the bulk of the Collection’s Ormond-Seltec flyers, crippling the Axis’ security patrols, and the Resistance have used the proceeds to fund their activities. Martlak has been recalled in disgrace, while Bev has been placed under arrest; nevertheless, Benny tells the children that, like the solar storm, the Occupation will pass.

Benny is given an opportunity to address a gathering of Axis academics, but Anson informs her that the speech will have to be cleared beforehand for security purposes. She will not be free to say what she really thinks, and the speech will be broadcast as propaganda to the non-human sectors of space around Axis territory. She is unable to take this any more, and when she gets to the vital part of her speech, she starts to deviate from her approved script -- but the stage is then attacked by terrorists, including her former student, Luke, whom she hadn’t seen since Oliver Norman’s birthday party. These resistance fighters are not in contact with the rest of the Resistance, and they thus believe that Benny is collaborating with the Axis and intend to kill her in public as an example. The Axis soldiers shoot them first, including Luke, and Anson offers to overlook Benny’s brief deviation from script, since she didn’t actually say anything incriminating. But she knows the time is coming.

Spang catches a communications worker, Ken Genovese, sending encrypted messages in the standard weather broadcasts, and sentences him to hang without even bothering to decrypt the messages. Moskof speaks with Benny in Mister Crofton’s garden after the hanging, asking her to suggest some way of improving morale, and Benny sarcastically suggests staging an art show in the garden. When Moskof takes her seriously, Benny decides to arrange a show of exclusively alien art. The display is examined beforehand and cleared for display, but the Axis puts up human artwork alongside the alien pieces; in some ways, the human art appears more accomplished, but this is because it’s been designed for the human senses, unlike the alien artwork. Spang leaves the show to answer a call of nature, but is confronted by an alien artist, Bang Jorik, who’d originally planned to commit a very public suicide at the show before Benny talked him out of it. While Spang is distracted, Benny and Crofton overpower him and push him into a deep well to his death. Moskof is promoted into Spang’s place, but Spang’s “disappearance” goes unsolved. Benny has made her first serious strike against the Fifth Axis.

Benny finally gets an opportunity to use the access card she duplicated from Moskof, and uses it to enter the Axis’ communications and control centre and download all of their security data and passwords for the Resistance. Meanwhile, across the Collection, Braxiatel remains under house arrest, refusing to use his time machine to escape for fear that this will give its existence away to the Axis; Bev is being held prisoner and tortured by Moskof’s underlings; Ms Jones and Moskof are planning their wedding; Crofton is remembering his late wife and plotting the downfall of the Axis; Adrian is thinking of Peter; Jason is thinking of Benny; Peter is sleeping; and Anson is happily watching broadcasts from the Axis homeworlds, where aliens are being thrown into the fire. In the communications centre, Benny finishes her work and prepares to leave, but on her way out, she happens into a briefing room, and the screen lights up with an image of the Fifth Axis’ new military leader. She’s heard him referred to as Isik or Izzy, but she now recognises him as Isaac -- Isaac Summerfield, her father...

Benny awakens to find herself alone in the Collection. All of the glass in the buildings has turned to puddles, as if it’s flowed out of the frames, and the pinpoint-accurate computer systems are all tens of thousands of years out of synch. Benny can’t see the stars, and she eventually realises that she doesn’t need to eat or even to breathe. Decades of solitude pass, as she tries to work out what’s happening, and whether this is all a plot by the Axis. When she eventually tries carbon-dating something, she discovers that she’s in the distant future, near the point at which entropy has reduced all matter and energy in the Universe to a flat state; but why is she here, and why has the Collection survived? Did the Occupation alter the pattern of the relative energy states between the items in the Collection, and thus alter the potential state of the future? Benny eventually gives up and breaks into Braxiatel’s office itself, where she meets her child; not exactly Peter, but the living consciousness that has evolved from the few remaining specks of matter in the Universe. Lonely, and seeking company, it preserved the Braxiatel Collection and brought the memory of Benny back to life to keep it company. They will tell each other stories while waiting for the end of the Universe -- stories of real human drama, and life during wartime.