Balthamos felt the death of Baruch the moment it happened. He cried aloud and soared into the night air over the tundra, flailing his wings and sobbing his anguish into the clouds; and it was some time before he could compose himself and go back to Will, who was wide awake, knife in hand, peering up into the damp and chilly murk. They were back in Lyra's world.

"What is it?" said Will as the angel appeared trembling beside him. "Is it danger? Get behind me - "

"Baruch is dead," cried Balthamos, "my dear Baruch is dead - "

"When? Where?"

But Balthamos couldn't tell; he only knew that half his heart had been extinguished. He couldn't keep still: he flew up again, scouring the sky as if to seek out Baruch in this cloud or that, calling, crying, calling; and then he'd be overcome with guilt, and fly down to urge Will to hide and keep quiet, and promise to watch over him tirelessly; and then the pressure of his grief would crush him to the ground, and he'd remember every instance of kindness and courage that Baruch had ever shown, and there were thousands, and he'd forgotten none of them; and he'd cry that a nature so gracious could never be snuffed out, and he'd soar into the skies again, casting about in every direction, reckless and wild and stricken, cursing the very air, the clouds, the stars.

Finally Will said, "Balthamos, come here."

The angel came at his command, helpless. Shivering inside his cloak, in the bitter cold gloom of the tundra, the boy said to him, "You must try to keep quiet now. You know there are things out there that'll attack if they hear a noise. I can protect you with the knife if you're nearby, but if they attack you up there, I won't be able to help. And if you die, too, that'll be the end for me. Balthamos, I need you to help guide me to Lyra. Please don't forget that. Baruch was strong - be strong, too. Be like him for me."

At first Balthamos didn't speak, but then he said, "Yes. Yes, of course I must. Sleep now, Will, and I shall stand guard, I shan't fail you."

Will trusted him; he had to. And presently he fell asleep again.

When he woke up, soaked with dew and cold to his bones, the angel was standing nearby. The sun was just rising, and the reeds and the marsh plants were all tipped with gold.

Before Will could move, Balthamos said, "I've decided what I must do. I shall stay with you day and night, and do it cheerfully and willingly, for the sake of Baruch. I shall guide you to Lyra, if I can, and then I shall guide you both to Lord Asriel. I have lived thousands of years, and unless I am killed, I shall live many thousands of years more; but I never met a nature that made me so ardent to do good, or to be kind, as Baruch's did. I failed so many times, but each time his goodness was there to redeem me. Now it's not, I shall have to try without it. Perhaps I shall fail from time to time, but I shall try all the same."

"Then Baruch would be proud of you," said Will, shivering.

"Shall I fly ahead now and see where we are?"

"Yes," said Will, "fly high, and tell me what the land's like farther on. Walking on this marshland is going to take forever."

Balthamos took to the air. He hadn't told Will everything he was anxious about, because he was trying to do his best and not worry him; but he knew that the angel Metatron, the Regent, from whom they'd escaped so narrowly, would have Will's face firmly imprinted on his mind. And not only his face, but everything about him that angels were able to see, including parts of which Will himself was not aware, such as that aspect of his nature Lyra would have called his daemon. Will was in great danger from Metatron now, and at some time Balthamos would have to tell him; but not quite yet. It was too difficult.

Will, reckoning that it would be quicker to get warm by walking than by gathering fuel and waiting for a fire to catch, simply slung the rucksack over his shoulders, wrapped the cloak around everything, and set off toward the south. There was a path, muddy and rutted and potholed, so people did sometimes come this way; but the flat horizon was so far away on every side that he had little sense of making progress.

Sometime later, when the light was brighter, Balthamos's voice spoke beside him.

"About half a day's walk ahead, there is a wide river and a town, where there's a wharf for boats to tie up. I flew high enough to see that the river goes a long way directly south and north. If you could get a passage, then you could move much more quickly."

"Good," said Will fervently. "And does this path go to the town?"

"It goes through a village, with a church and farms and orchards, and then on to the town."

"I wonder what language they speak. I hope they don't lock me up if I can't speak theirs."

"As your daemon," said Balthamos, "I shall translate for you. I have learned many human languages; I can certainly understand the one they speak in this country."

Will walked on. The toil was dull and mechanical, but at least he was moving, and at least every step took him closer to Lyra.

The village was a shabby place: a huddle of wooden buildings, with paddocks containing reindeer, and dogs that barked as he approached. Smoke crept out of the tin chimneys and hung low over the shingled roofs. The ground was heavy and dragged at his feet, and there had obviously been a recent flood: walls were marked with mud to halfway up the doors, and broken beams of wood and loose-hanging sheets of corrugated iron showed where sheds and verandas and outbuildings had been swept away.

But that was not the most curious feature of the place. At first he thought he was losing his balance - it even made him stumble once or twice - for the buildings were two or three degrees out of the vertical, all leaning the same way. The dome of the little church had cracked badly. Had there been an earthquake?

Dogs were barking with hysterical fury, but not daring to come close. Balthamos, being a daemon, had taken the form of a large snow white dog with black eyes, thick fur, and tight-curled tail, and he snarled so fiercely that the real dogs kept their distance. They were thin and mangy, and the few reindeer Will could see were scabby-coated and listless.

Will paused in the center of the little village and looked around, wondering where to go, and as he stood there, two or three men appeared ahead and stood staring at him. They were the first people he had ever seen in Lyra's world. They wore heavy felt coats, muddy boots, and fur hats, and they didn't look friendly.

The white dog changed into a sparrow and flew to Will's shoulder. No one blinked an eye at this: each of the men had a daemon, Will saw, dogs, most of them, and that was how things happened in this world. On his shoulder, Balthamos whispered: "Keep moving. Don't look them in the eye. Keep your head down. That is the respectful thing to do."

Will kept walking. He could make himself inconspicuous; it was his greatest talent. By the time he got to them, the men had already lost interest in him. But then a door opened in the biggest house in the road, and a voice called something loudly.

Balthamos said softly, "The priest. You will have to be polite to him. Turn and bow."

Will did so. The priest was an immense, gray-bearded man, wearing a black cassock, with a crow daemon on his shoulder. His restless eyes moved over Will's face and body, taking everything in. He beckoned.

Will went to the doorway and bowed again.

The priest said something, and Balthamos murmured, "He's asking where you come from. Say whatever you like."

"I speak English," Will said slowly and clearly. "I don't know any other languages."

"Ah, English!" cried the priest gleefully in English. "My dear young man! Welcome to our village, our little no-longer-perpendicular Kholodnoye! What is your name, and where are you going?"

"My name is Will, and I'm going south. I have lost my family, and I'm trying to find them again."

"Then you must come inside and have some refreshment," said the priest, and put a heavy arm around Will's shoulders, pulling him in through the doorway.

The man's crow daemon was showing a vivid interest in Balthamos. But the angel was equal to that: he became a mouse and crept into Will's shirt as if he were shy.

The priest led him into a parlor heavy with tobacco smoke, where a cast-iron samovar steamed quietly on a side table.

"What was your name?" said the priest. "Tell me again."

"Will Parry. But I don't know what to call you."

"Otyets Semyon," said the priest, stroking Will's arm as he guided him to a chair. "Otyets means Father. I am a priest of the Holy Church. My given name is Semyon, and the name of my father was Boris, so I am Semyon Borisovitch. What is your father's name?"

"John Parry."

"John is Ivan. So you are Will Ivanovitch, and I am Father Semyon Borisovitch. Where have you come from, Will Ivanovitch, and where are you going?"

"I'm lost," Will said. "I was traveling with my family to the south. My father is a soldier, but he was exploring in the Arctic, and then something happened and we got lost. So I'm traveling south because I know that's where we were going next."

The priest spread his hands and said, "A soldier? An explorer from England? No one so interesting as that has trodden the dirty roads of Kholodnoye for centuries, but in this time of upheaval, how can we know that he will not appear tomorrow? You yourself are a welcome visitor, Will Ivanovitch. You must stay the night in my house and we will talk and eat together. Lydia Alexandrovna!" he called.

An elderly woman came in silently. He spoke to her in Russian, and she nodded and took a glass and filled it with hot tea from the samovar. She brought the glass of tea to Will, together with a little saucer of jam with a silver spoon.

"Thank you," said Will.

"The conserve is to sweeten the tea," said the priest. "Lydia Alexandrovna made it from bilberries."

The result was that the tea was sickly as well as bitter, but Will sipped it, nonetheless. The priest kept leaning forward to look closely at him, and felt his hands to see whether he was cold, and stroked his knee. In order to distract him, Will asked why the buildings in the village sloped.

"There has been a convulsion in the earth," the priest said. "It is all foretold in the Apocalypse of St. John. Rivers flow backward... The great river only a short way from here used to flow north into the Arctic Ocean. All the way from the mountains of central Asia it flowed north for thousands and thousands of years, ever since the Authority of God the Almighty Father created the earth. But when the earth shook and the fog and the floods came, everything changed, and then the great river flowed south for a week or more before it turned again and went north. The world is turned upside down. Where were you when the great convulsion came?"

"A long way from here," Will said. "I didn't know what was happening. When the fog cleared, I had lost my family and I don't know where I am now. You've told me the name of this place, but where is it? Where are we?"

"Bring me that large book on the bottom shelf," said Semyon Borisovitch. "I will show you."

The priest drew his chair up to the table and licked his fingers before turning the pages of the great atlas.

"Here," he said, pointing with a dirty fingernail at a spot in central Siberia, a long way east of the Urals. The river nearby flowed, as the priest had said, from the northern part of the mountains in Tibet all the way to the Arctic. He looked closely at the Himalaya, but he could see nothing like the map Baruch had sketched.

Semyon Borisovitch talked and talked, pressing Will for details of his life, his family, his home, and Will, a practiced dissembler, answered him fully enough. Presently the housekeeper brought in some beetroot soup and dark bread, and after the priest had said a long grace, they ate.

"Well, how shall we pass our day, Will Ivanovitch?" said Semyon Borisovitch. "Shall we play at cards, or would you prefer to talk?"

He drew another glass of tea from the samovar, and Will took it doubtfully.

"I can't play cards," he said, "and I'm anxious to get on and keep traveling. If I went to the river, for example, do you think I could find a passage on a steamer going south?"

The priest's huge face darkened, and he crossed himself with a delicate flick of the wrist.

"There is trouble in the town," he said. "Lydia Alexandrovna has a sister who came here and told her there is a boat carrying bears up the river. Armored bears. They come from the Arctic. You did not see armored bears when you were in the north?"

The priest was suspicious, and Balthamos whispered so quietly that only Will could hear: "Be careful." And Will knew at once why he'd said it: his heart had begun to pound when Semyon Borisovitch mentioned the bears, because of what Lyra had told him about them. He must try to contain his feelings.

He said, "We were a long way from Svalbard, and the bears were occupied with their own affairs."

"Yes, that is what I heard," said the priest, to Will's relief, "But now they are leaving their homeland and coming south. They have a boat, and the people of the town will not let them refuel. They are afraid of the bears. And so they should be - they are children of the devil. All things from the north are devilish. Like the witches - daughters of evil! The Church should have put them all to death many years ago. Witches - have nothing to do with them, Will Ivanovitch, you hear me? You know what they will do when you come to the right age? They will try to seduce you. They will use all the soft, cunning, deceitful ways they have, their flesh, their soft skin, their sweet voices, and they will take your seed - you know what I mean by that - they will drain you and leave you hollow! They will take your future, your children that are to come, and leave you nothing. They should be put to death, every one."

The priest reached across to the shelf beside his chair and took down a bottle and two small glasses.

"Now I am going to offer you a little drink, Will Ivanovitch," he said. "You are young, so not very many glasses. But you are growing, and so you need to know some things, like the taste of vodka. Lydia Alexandrovna collected the berries last year, and I distilled the liquor, and here in the bottle is the result, the only place where Otyets Semyon Borisovitch and Lydia Alexandrovna lie together!"

He laughed and uncorked the bottle, filling each glass to the rim. This kind of talk made Will hideously uneasy. What should he do? How could he refuse to drink without discourtesy?

"Otyets Semyon," he said, standing, "you have been very kind, and I wish I could stay longer to taste your drink and to hear you talk, because what you tell me has been very interesting. But you understand I am unhappy about my family, and very anxious to find them again, so I think I must move on, much as I would like to stay."

The priest pushed out his lips, in the thicket of his beard, and frowned; but then he shrugged and said, "Well, you shall go if you must. But before you leave, you must drink your vodka. Stand with me now! Take it, and down all in one, like this!"

He threw back the glass, swallowing it all at once, and then hauled his massive body up and stood very close to Will. In his fat, dirty fingers the glass he held out seemed tiny; but it was brimming with the clear spirit, and Will could smell the heady tang of the drink and the stale sweat and the food stains on the man's cassock, and he felt sick before he began.

"Drink, Will Ivanovitch!" the priest cried, with a threatening heartiness.

Will lifted the glass and unhesitatingly swallowed the fiery, oily liquid in one gulp. Now he would have to fight hard to avoid being sick.

There was one more ordeal to come. Semyon Borisovitch leaned forward from his great height, and took Will by both shoulders.

"My boy," he said, and then closed his eyes and began to intone a prayer or a psalm. Vapors of tobacco and alcohol and sweat came powerfully from him, and he was close enough for his thick beard, wagging up and down, to brush Will's face. Will held his breath.

The priest's hands moved behind Will's shoulders, and then Semyon Borisovitch was hugging him tightly and kissing his cheeks, right, left, right again. Will felt Balthamos dig tiny claws into his shoulder, and kept still. His head was swimming, his stomach lurching, but he didn't move.

Finally it was over, and the priest stepped back and pushed him away.

"Go, then," he said, "go south, Will Ivanovitch. Go."

Will gathered his cloak and the rucksack, and tried to walk straight as he left the priest's house and took the road out of the village. He walked for two hours, feeling the nausea gradually subside and a slow, pounding headache take its place. Balthamos made him stop at one point, and laid his cool hands on Will's neck and forehead, and the ache eased a little; but Will made himself a promise that he would never drink vodka again.

And in the late afternoon the path widened and came out of the reeds, and Will saw the town ahead of him, and beyond it an expanse of water so broad it might have been a sea.

Even from some way off, Will could see that there was trouble. Puffs of smoke were erupting from beyond the roofs, followed a few seconds later by the boom of a gun.

"Balthamos," he said, "you'll have to be a daemon again. Just keep near me and watch out for danger."

He walked into the outskirts of the scruffy little town, where the buildings leaned even more perilously than the village, and where the flooding had left its mud stains on the walls high above Will's head. The edge of the town was deserted, but as he made his way toward the river, the noise of shouting, of screams, and of the crackle of rifle fire got louder.

And here at last there were people: some watching from upper-floor windows, some craning anxiously around the corners of buildings to look ahead at the waterfront, where the metal fingers of cranes and derricks and the masts of big vessels rose above the rooftops.

An explosion shook the walls, and glass fell out of a nearby window. People drew back and then peered around again, and more cries rose into the smoky air.

Will reached the corner of the street and looked along the waterfront. When the smoke and dust cleared a little, he saw one rusting vessel standing offshore, keeping its place against the flow of the river, and on the wharf a mob of people armed with rifles or pistols surrounding a great gun, which, as he watched, boomed again. A flash of fire, a lurching recoil, and near the vessel, a mighty splash.

Will shaded his eyes. There were figures in the boat, but - he rubbed his eyes, even though he knew what to expect - they weren't human. They were huge beings of metal, or creatures in heavy armor, and on the foredeck of the vessel, a bright flower of flame suddenly bloomed, and the people cried out in alarm. The flame sped into the air, rising higher and coming closer and shedding sparks and smoke, and then fell with a great splash of fire near the gun. Men cried and scattered, and some ran in flames to the water's edge and plunged in, to be swept along and out of sight in the current.

Will found a man close by who looked like a teacher, and said:

"Do you speak English?"

"Yes, yes, indeed - "

"What is happening?"

"The bears, they are attacking, and we try to fight them, but it is difficult, we have only one gun, and - "

The fire thrower on the boat hurled another gout of blazing pitch, and this time it landed even closer to the gun. Three big explosions almost immediately afterward showed that it had found the ammunition, and the gunners leapt away, letting the barrel swing down low.

"Ah," the man lamented, "it's no good, they can't fire - "

The commander of the boat brought the vessel's head around and moved in toward the shore. Many people cried out in alarm and despair, especially when another great bulb of flame burst into being on the foredeck, and some of those with rifles fired a shot or two and turned to flee; but this time the bears didn't launch the fire, and soon the vessel moved broadside on toward the wharf, engine beating hard to hold it against the current.

Two sailors (human, not bears) leapt down to throw ropes around the bollards, and a great hiss and cry of anger rose from the townsfolk at these human traitors. The sailors took no notice, but ran to lower a gangplank.

Then as they turned to go back on board, a shot was fired from somewhere near Will, and one of the sailors fell. His daemon - a seagull - vanished as if she'd been pinched out of existence like a candle flame.

The reaction from the bears was pure fury. At once the fire thrower was relit and hauled around to face the shore, and the mass of flame shot upward and then cascaded in a hundred spilling gouts over the rooftops. And at the top of the gangway appeared a bear larger than any of the others, an apparition of ironclad might, and the bullets that rained on him whined and clanged and thudded uselessly, unable to make the slightest dent in his massive armor.

Will said to the man beside him, "Why are they attacking the town?"

"They want fuel. But we have no dealings with bears. Now they are leaving their kingdom and sailing up the river, who knows what they will do? So we must fight them. Pirates - robbers - "

The great bear had come down the gangway, and massed behind him were several others, so heavy that the ship listed; and Will saw that the men on the wharf had gone back to the gun and were loading a shell into the breech.

An idea came, and he ran out onto the quayside, right into the empty space between the gunners and the bear.

"Stop!" he shouted. "Stop fighting. Let me speak to the bear!"

There was a sudden lull, and everyone stood still, astonished at this crazy behavior. The bear himself, who had been gathering his strength to charge the gunners, stayed where he was, but every line of his body trembled with ferocity. His great claws dug into the ground, and his black eyes glowed with rage under the iron helmet.

"What are you? What do you want?" he roared in English, since Will had spoken in that language.

The people watching looked at one another in bewilderment, and those who could understand translated for the others.

"I'll fight you, in single combat," cried Will, "and if you give way, then the fighting has to stop."

The bear didn't move. As for the people, as soon as they understood what Will was saying, they shouted and jeered and hooted with mocking laughter. But not for long, because Will turned to face the crowd, and stood cold-eyed, contained, and perfectly still, until the laughter stopped. He could feel the blackbird-Balthamos trembling on his shoulder.

When the people were silent, he called out, "If I make the bear give way, you must agree to sell them fuel. Then they'll go on along the river and leave you alone. You must agree. If you don't, they'll destroy all of you."

He knew that the huge bear was only a few yards behind him, but he didn't turn; he watched the townspeople talking, gesticulating, arguing, and after a minute, a voice called, "Boy! Make the bear agree!"

Will turned back. He swallowed hard and took a deep breath and called:

"Bear! You must agree. If you give way to me, the fighting has to stop, and you can buy fuel and go peacefully up the river."

"Impossible," roared the bear. "It would be shameful to fight you. You are as weak as an oyster out of its shell. I cannot fight you."

"I agree," said Will, and every scrap of his attention was now focused on this great ferocious being in front of him. "It's not a fair contest at all. You have all that armor, and I have none. You could take off my head with one sweep of your paw. Make it fairer, then. Give me one piece of your armor, any one you like. Your helmet, for example. Then we'll be better matched, and it'll be no shame to fight me."

With a snarl that expressed hatred, rage, and scorn, the bear reached up with a great claw and unhooked the chain that held his helmet in place.

And now there was a deep hush over the whole waterfront. No one spoke - no one moved. They could tell that something was happening such as they'd never seen before, and they couldn't tell what it was. The only sound now was the splashing of the river against the wooden pilings, the beat of the ship's engine, and the restless crying of seagulls overhead; and then the great clang as the bear hurled his helmet down at Will's feet.

Will put his rucksack down and hoisted the helmet up on its end. He could barely lift it. It consisted of a single sheet of iron, dark and dented, with eyeholes on top and a massive chain underneath. It was as long as Will's forearm, and as thick as his thumb.

"So this is your armor," he said. "Well, it doesn't look very strong to me. I don't know if I can trust it. Let me see."

And he took the knife from the rucksack and rested the edge against the front of the helmet, and sliced off a corner as if he were cutting butter.

"That's what I thought," he said, and cut another and another, reducing the massive thing to a pile of fragments in less than a minute. He stood up and held out a handful.

"That was your armor," he said, and dropped the pieces with a clatter onto the rest at his feet, "and this is my knife. And since your helmet was no good to me, I'll have to fight without it. Are you ready, bear? I think we're well matched. I could take off your head with one sweep of my knife, after all."

Utter stillness. The bear's black eyes glowed like pitch, and Will felt a drop of sweat trickle down his spine.

Then the bear's head moved. He shook it and took a step backward.

"Too strong a weapon," he said. "I can't fight that. Boy, you win."

Will knew that a second later the people would cheer and hoot and whistle, so even before the bear had finished saying the word win, Will had begun to turn and call out, to keep them quiet:

"Now you must keep the bargain. Look after the wounded people and start repairing the buildings. Then let the boat tie up and refuel."

He knew that it would take a minute to translate that and let the message spread out among the watching townsfolk, and he knew, too, that the delay would prevent their relief and anger from bursting out, as a net of sandbanks baffles and breaks up the flow of a river. The bear watched and saw what he was doing and why, and understood more fully than Will himself did what the boy had achieved.

Will put the knife back in the rucksack, and he and the bear exchanged another glance, but a different kind this time. They approached, and behind them as the bears began to dismantle their fire thrower, the other two ships maneuvered their way to the quayside.

Onshore some of the people set about clearing up, but several more came crowding to see Will, curious about this boy and the power he had to command the bear. It was time for Will to become inconspicuous again, so he performed the magic that had deflected all kinds of curiosity away from his mother and kept them safe for years. Of course it wasn't magic, but simply a way of behaving. He made himself quiet and dull-eyed and slow, and in under a minute he became less interesting, less attractive to human attention. The people simply became bored with this dull child, and forgot him and turned away.

But the bear's attention was not human, and he could see what was happening, and he knew it was yet another extraordinary power at Will's command. He came close and spoke quietly, in a voice that seemed to throb as deeply as the ship's engines.

"What is your name?" he said.

"Will Parry. Can you make another helmet?"

"Yes. What do you seek?"

"You're going up the river. I want to come with you. I'm going to the mountains and this is the quickest way. Will you take me?"

"Yes. I want to see that knife."

"I will only show it to a bear I can trust. There is one bear I've heard of who's trustworthy. He is the king of the bears, a good friend of the girl I'm going to the mountains to find. Her name is Lyra Silvertongue. The bear is called Iorek Byrnison."

"I am Iorek Byrnison," said the bear.

"I know you are," said Will.

The boat was taking fuel on board; the railcars were hauled alongside and tilted sideways to let coal thunder down the chutes into the hold, and the black dust rose high above them. Unnoticed by the townspeople, who were busy sweeping up glass and haggling over the price of the fuel, Will followed the bear-king up the gangway and aboard the ship.