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The book follows the experiences of three members of the royal household of the Sarl, a humanoid race living on the 8th level of the Shellworld of Sursamen. The Shellworld is an ancient artificial planet consisting of fourteen nested concentric spheres internally lit by tiny thermonuclear "stars", whose layers are inhabited by various different species. They are guarded and mentored by progressively more advanced species, up to the level of what the Sarl call "Optimae". The Culture is considered one of the Optimae, though Sursamen is not in their direct sphere of influence. Ferbin, the inheritor of the Sarl throne, has to flee his home level on the Shellworld after witnessing the murder of his father, King Hausk, by tyl Loesp, the King's second-in-command. Oramen, Ferbin's studious younger brother, is unaware of the treachery and trusts tyl Loesp fully. After Ferbin's disappearance, tyl Loesp takes on the role of regent, supposedly until Prince Oramen comes of age and can be crowned King.
The Oct, the mentoring species of the Sarl, meanwhile have been organizing the takeover of the 9th level of Sursamen, using the Sarl as their pawns. It becomes increasingly clear that they are searching for something hidden in the Nameless City, dating from a cataclysm in the distant past. This precambrian metropolis underlies several hundred eons (eon = million years) of sediment which are currently being stripped away by the Hyeng-zhar Falls, a giant waterfall. The 9th level was only recently re-colonized in a move by the Oct which was retrospectively validated, with reluctance, by the mentoring races.
Elsewhere, Djan Seriy Anaplian, another child of King Hausk, had left Sursamen fifteen years previously to become a member of the Culture, and of an organization called Special Circumstances (SC). Anaplian (the author uses this as her primary name, rather than Djan) decides to return to her home planet, originally simply to pay her respects to her dead father. On her way back, she joins up with the fleeing Ferbin and his faithful (but increasingly independently-minded) servant Choubris Holse, from whom she learns that her father's death was in fact a murder.
Other channels of intelligence indicate that the Oct are planning something mysterious on Sursamen. Special Circumstances asks her to investigate, and she meets Klatsli Quike en route, who turns out to be an avatoid (indistinguishable from human) of the Liveware Problem, probably an undercover SC ship. Her ornery assigned combat drone (Turminder Xuss) stows away in her kit, disguised initially as a dildo. Anaplian has had most SC enhancements disabled (the Morthanveld well know the fearsome reputation of such an SC combat team), but she begins to restore them, and Xuss will prove critically useful.
Returning to Sursamen, they realize that they have come too late - though Oramen, warned by several botched assassinations, had begun open struggle with tyl Loesp, neither of them could (or wanted to) stop the excavations in the Nameless City before a fateful discovery - a member (or possibly a machine) of a long dead civilization known as the Iln is uncovered deep beneath the city and wakes. The Iln were responsible for the destruction of thousands of shellworlds before ultimately being defeated, leaving only a few hundred such artifacts in the galaxy. The revived Iln's intention is the destruction of shellworld Sursamen. Its nature comes as a horrible surprise to humans and Oct both - with the Oct having thought that they were excavating one of the Involucra (the 'Veil') who had originally built the shellworlds and from whom they claim their descendance in religious faithfulness. The Iln entity kills all present with nuclear radiation (including tyl Loesp, Oramen and several hundreds of thousands of workers excavating the Nameless City), before heading towards the core of the world, to destroy it completely using antimatter.
Anaplian, Ferbin, and Holse head towards the core level, equipped with highly sophisticated SC-technology level combat suits. They are accompanied by Xuss and Hippinse, another of several avatars of the Liveware Problem. This takes damage from Nariscene weapons during descent (rules of engagement prevent return fire). The team is thus outgunned by the Iln, who has taken over the programming of several Morthanveld combat machines emplaced in the core. Xuss is MIA, as is Hippinse whose parent ship dies in combat destroying one of the compromised Morthanveld machines (Anaplian accounts for the other). Result: the Iln remains too strong for the remaining compatriots, whose resources are seriously depleted.
In the end, the sacrifice of two (Ferbin and Anaplian) saves one and defeats the Iln. Ferbin is killed outright, to permit Anaplian a close approach. Despite her advanced armor, she is shredded beyond the point where a non-SC enhanced human would be dead, but she remains conscious enough to detonate the tiny grain of antimatter in her skull that provides power to her SC enhanced body.
In the epilogue, Holse, the lone survivor of the Iln encounter, rejoins his family after a long absence, accompanied by Quike (implying the survival of part of the Liveware Problem) and Toark (a refugee child picked up by Anaplian). He declares his intention to become a political leader of the Sarl, with the secret backing of the Culture. From Holse's survival and the continued existence of the shellworld, one may infer that Anaplian's sacrifice successfully foiled the Iln.
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