Hello! So, here it is. It's been sitting in my computer like a loser for forever and I feel like it deserves to be seen. You don't have to like it, and I understand if you don't. It's a bunch of OC's, after all :p But if that doesn't bother you, I do hope you'll enjoy.

Chapter One

I had a paint kit once. A huge, high quality one that I cherished more than anything I owned. Full of shimmering gold, blue as deep as the ocean, and yellow that rivaled the glow of the summer sun. All the colors of the rainbow for me to splash across the canvas. My brother-a handsome, steely blue pegasus named Fallen Rain-would always call me silly for what I loved. I would stand at my easel, brush firmly in my mouth and a smile on my lips, and he'd constantly snort and ask why I bothered with such a meaningless thing. And yet, it could never sway me. I'd only laugh, roll my eyes, pick another color.

But I was a filly then, able to lose myself in a world that wasn't really there. Eventually, as everything has to end, I used the colors I loved so much to the very last drop. I could say that was one of the moments that made me grow up, cut off the ties to my foalhood. But sitting here now, with the frightened whispers of so many ponies huddling together echoing in my ears, I can't help but feel that it's here that my innocent days end.

An hour ago, three soldiers of the Royal Guard had arrived in Ponyville and urged everyone to gather at the plaza in the shopping part of town. Rain and I had come there to refill our empty supply of food for the week, and we were herded in with the rest of the earth ponies and unicorns present. They told us something was happening. Something bad. We were all to calmly and orderly report to a safe building nearby while the Princesses were informed. It's a fairly large place, enough at least to hold everyone. But the confusion of not knowing the crisis is making these walls fell smaller and smaller.

I lift my head from my hooves and look up at my brother. The grey stallion is watching the sky outside the windows, his yellow eyes unreadable. I shift a little, mindful of his feathers draped over me, and get closer to him. "Rain?" I say softly.

His left ear swivels in my direction at my voice. Without looking at me, he nods. "Yes, Vanilla?"

Even though most everyone in the building is sharing their thoughts, I don't want my voice to carry. In a tone just above a whisper, I lift a hoof towards the three white stallions standing in front of the double doors. The sunlight gleams on their golden chestplates, illuminates Celestia's crest. "Why aren't they telling us anything? If it's so bad we have to hide, we should be told what it is!"

"Try not to think about it," he says gently. There's that tone again-the one he uses when he thinks he's being protective. "It'll be over in no time. Then we'll go home."

"Look around," I tell him. My eyes are wide with a growing nervousness. "We're the only pegasi, and all of Ponyville is here. What if..." My voice quavers slightly. "What if the bad thing is happening at home?"

"Stop that. You'll give yourself a nightmare."

"Rain!" I say through clenched teeth. "You aren't acting like this is serious! If Celestia sent her soldiers, this isn't some joke!"

The dark stallion sighs, resting his nose gently on my head. His eyes flickered to the Royal Guard and notice them begin to take glances at us, at the panicked volume spike of my voice. "The sky is clear, not a single cloud," he says. "Everything is fine. There's nothing to worry about, okay?" His lips form a huge smile, a little too enthusiastic, and when they look away it disappears and he leans in close. "Keep your voice down," he warns softly.

"What, we aren't allowed to talk?" I scoff.

He shook his head a bit. "No, we can. Just nothing that would give a cause for panic. The soldiers are here to prevent that."

It makes sense. I shuffle my hooves and anxiously pull a few strands of my mane. Maybe he was right; maybe they just didn't want ponies getting worked up over nothing. But even so, I can only worry that it's for a deeper purpose. To turn the subject away, I ask, "have you seen Ginger?"

"Don't worry about her, Vanilla," he smiles. "She's safe in the clouds. Nothing could touch her so high up, if there is something wrong."

The reminder makes me feel better. I allow myself a tiny smile, and turn my attention to the things around me. I watch as a pink unicorn mare nuzzles the tiny pink filly in her hooves, softly singing a lullaby. The baby bats her delicate hooves, cooing happily at her mother's song. Not far from them, a lime green unicorn stallion gently smooths the orange mane of a yellow earth pony wrapped in his forelegs, whispering to her as she trembles slightly. There are so many here like that-families hushing their questioning foals, couples clinging to each other like they'd be ripped apart any second. And then there are others who stand alone, or groups with not a single care written on their face. Two particular stallions are pestering the guards, teasing them about what's under their armor. Those individuals who believe it's all false alarm, or that the elements will handle it like they always have. I want to believe that, I really do. But there's a little voice in the back of my head urging me to think otherwise, not allowing me to relax like they do.

I'm settling beside Rain, cuddling into his warmth and under his feathers to close my eyes and try to sleep, when I hear the cries.

"Mah sister! Where's mah sister!?"

A yellow filly charges through the crowd, her red mane whipping behind her head and nearly tearing the bow from it with her speed. She's young-her flank doesn't have a cutie mark. Tears stream from her eyes, and she can barely stop herself from barreling into the soldiers she meant to confront. Following closely behind her is a large, powerful looking red stallion, his furry hooves roughly pounding the stone as he followed. He tries to calm the filly down, but to no avail. She stomps up to the white stallions, clenching her teeth.

"Now, Apple Bloom, you go on and settle down!" The stallion scolds. "T'aint nothin' we can do about it right now!"

But the filly seemed to have completely ignored him. She charges one of the soldiers, beating her hooves against his chestplate. "You left mah sister out there! You left 'er out there to git trapped in whatever's goin' on!" Her voice raises to a scream. "She's an element, and you can't jus' leave an element!"

One of the Guard, the tallest stallion on the far left, seems to make a move towards the yellow pony. The red stallion quickly grabs her, pulls her protectively behind one of his great forelegs. He hushes her, leaning down to gently touch his muzzle to her head, and then looks back at the soldiers. "Ya'll listen here. We don' want no trouble. It would jus' be real good of y'all to go out and git our sister."

"That will not be possible," another soldier says tightly. "The doors remain sealed until we receive word from the Princesses."

"Celestia wouldn' let Applejack stay out there an' git in trouble!" Apple Bloom spits angrily. Her orange eyes frantically search for her brother's. "Tell 'em, Big Macintosh! Tell 'em!"

The stallion pushes the filly further behind his forelegs. "Hush," he chides gently, and she simply buries her nose into his coat and sobs.

Around me, I can see the panic spreading through the rest of the room. The commotion is making the other ponies nervous, pace back and forth, shuffle their hooves. A few fillies and colts are crying, confused and afraid of the yelling. I hear the name Applejack many times, along with element, honesty, and danger. Even Rain's body has stiffened beside me, and I feel his foreleg curve around me to move me closer under his wing. It isn't just the thought now-everypony can sense the threat, rising in the air. I try to nudge my normally emotionless brother and whisper to him, but he shakes his head and rests his muzzle on my head to silence it. I'm scared now. I'm more scared than I have ever been in my life, and I don't know what I'm afraid of.

"It cannot be helped!" A soldier barks as I turn my attention back into the conflict. "Nopony leaves once the doors are closed!"

By now, Big Macintosh seems livid with the proud white stallions. His nostrils are flared, eyes narrowed into lethal slits, and is using self-control unlike anything I thought possible. "You listen here, ya fancy-"

"Return to the crowd, both of you!" The third soldier, a unicorn, orders powerfully. "Take the foal. You would do well to remember your place, peasants!" The other two nod in consent, holding out their chests with pride. I hear Rain growl something angrily under his breath. It sounds like 'Celestia's finest'.

The red earth pony's eyes widen in fury. "...Excuse me?"

As the massive stallion and the Royal Guard unicorn lower their heads, ready to pounce at each other at any second, Apple Bloom lets out a long, loud cry from behind her brother. The two ponies pause, if only for a moment, and looked down at the yellow filly as she races towards the department store-like glass lining the front of the building. I follow her gaze, searching out into the streets, and see an orange speck in the distance, getting larger by the second. The filly breathes a sigh of relief and I can only guess that the dot is her missing sister, finding her own way.

Closer and closer she gets to the building, and now I can see more specks in the distance-a lot more specks. So many colors are trailing behind the galloping pony, like I've dived into the paint kit of my foalhood and splashed every hue into the world. When the shapes are close enough to see as ponies, all of them, I can feel a sharp bolt of cold fear freezing through my veins. Something is definitely wrong.

"Get back," Rain says suddenly.

I blink, confused as I look up at him. "What?"

The dark pegasus leaps to his feet, his wings snapping out to their full span and spreading out in front of me as he roughly bites into my coat and drags me backwards, toppling me onto my flank. "I said get back!"

No sooner than he'd moved us did the pony slam into the window, smearing red on the glass, standing on her hind legs with her forehooves firmly on the glass. Her blonde mane is dirty and tangled, her emerald eyes bloodshot and terrified, her sides heaving with hard, painful breaths. Behind her are at least twenty ponies, galloping after her with wild eyes.

"Applejack!" Apple Bloom screams, beating her hooves against the glass where her sister stands. She can't know what's happening more than the rest of us, but it's obvious that her sister is in serious danger if she stays outside. "Applejack! Somepony help! She can't git in! Help!" Big Macintosh, too, is frantic, and charges at the doors, bucking them with all his might. But the barrier is magical, and not the strongest of ponies could ever hope to break an arcane seal.

"Apple Bloom, listen t' me!" Applejack pleads. "Look at me!"

The filly forces herself up to her hind legs, reaching her hooves out to place them over her sister's just on the other side of the glass. Her orange eyes are huge, switching back and forth from those of her sister to the ponies closing in behind her. Deep growls and snarls are growing louder in the air as they advance. She sobs, still beating her hooves weakly against the magically sealed barrier.

Applejack looks deep into the filly's eyes, and a smile touches her lips. "I love you," she says, a few tears streaming down her freckled cheeks. "I love you so much, lil' sister."

"I-I love you too," Apple Bloom whimpers. "But quit talkin' like that! You'll be alright!"

"I want you to run," the orange mare continues. "Please, sugarcube. Stay with Big Macintosh an' run as fast as you can." She looks over her shoulder and her eyes widen in horror as she sees the two ponies in the front of the group are nearly on her, snarling fiercely and picking up speed. Her voice spikes and she turns back to her little sister with a panicked moan, yelling "R-run! I swear you'll be alright! I love-"

And they fall on her like wild dogs.

The window is painted red as the ponies barrel into Applejack, her body disappearing under a mass of dull color with only the spray of gore to remind us she's still there. Her screams pierce into my ears, along with sickening, wet ripping sounds. The cry that tears from her little sister's mouth is so deafening, so agonized, that I flatten my ears against my head and bury my face into Rain's neck to get away from it. The room around us goes off like a pressured bomb, screams bouncing off the walls and hooves pounding into the floor as ponies scramble to find an exit. The ravenous ponies move on from their kill, muzzles dripping with her blood, and begin slamming repeatedly into the glass to reach all of us so alive inside.

"Everypony remain calm!" I hear the Guard member shout, he and the other two soldiers trying their best to herd everyone back in order. It is drowned in the cacophony of screams and hoofbeats. The mother I remember from earlier is holding tightly to her foal, trying to avoid being trampled. I search for the couple, and find them bucking against the stone walls with a group of others doing the same. It's slightly creaking, but it's not moving anytime soon. We're trapped in here, and with more than twenty pairs of hooves pounding into it that glass won't hold forever. I get shakily to my hooves, ducking under the bodies of a hundred other terrified ponies, until I come face to face with one of the soldiers; the tall, muscular form of the white unicorn stallion.

His blue eyes widen as they travel over me and lock at my sides, where my wings are slightly unfurled. "Pegasus," he says incredulously.

I look up at the authority figure, slightly trembling as the chaos around me dims out of focus. My wings fold tighter into my sides, fear freezing them closed. "E-excuse me?"

"A pegasus!" He roars to the others. "She's a pegasus! We are breached!"

I scramble backwards with a cry as the soldier lunges for me, the tip of his horn glowing a pale green. He quickly recovers and lowers his head, aiming the forming magic right between my eyes. With everything around me so tightly packed, so many ponies bumping into me and blocking any escape, I can't get out of the way or open my wings enough to take to the air. Then like a blessing, I see it. A small pocket between the crowd just big enough for me to squeeze through. I immediately dash for it, diving down and aiming to slide right through, and slam right into another shimmering golden chestplate. The stallion shoves me backwards, knocking me hard onto my side in front of his unicorn companion, and stomps a hoof down hard on my tail to keep me there. "No!" I scream so loud stripes of pain lash my throat. I thrash wildly on the floor, vibrations from hoofbeats travelling through my body as I furiously try to pull away from his hoof. "N-no, leave me alone!" I can see the gleam of magic brightening, blinding me as it gets closer. "No!"

Steely blue wings envelop my vision as my brother tears through the air toward the soldier, spinning around at the last second and aiming a powerful kick in the middle of his head. A loud, clean crack resounds through the building and the unicorn's shattered horn scatters in all directions, green magic escaping in an explosive orb. The soldier doesn't even scream-I don't think he can. He collapses weakly to the floor with a choked groan, his eyes wide and clouded with a lime hue. Rain bounds over his broken body, heading straight for my captor, but the stallion immediately releases me and races away to get lost into the crowd. But as he leaves, and as Rain leans down to help me to my hooves, the white stallion's voice echoes above the noise to the remaining soldier. There are two!

I stretch open my wings to their full span, leaping up to hover above the madness. Rain follows after, staying close to me. I look to the glass, where more than thirty of the monstrous ponies are swarming against the seal, their growls serving as a reminder that we don't have much time left.

"We have to get out of here!" I shout to him, scanning those beating the walls below us. I see Apple Bloom and Big Macintosh, desperately bucking into the back door. At once I know that they can't die here. They can't fight so hard for their sister's dying wish for it to all be in vain. I point Rain down to them with a hoof, my eyes pleading with him.

His yellow eyes darken. "Vanilla, no."

"But, Rain-!"

"No!"

My ear twitches as I hear the groan of metal above me, and I look up. There's an air vent, more than large enough for a pony to fit through. A pony that could fly. I feel a surge of hope rise in my chest, and I show it to my brother immediately. Without hesitating he gives a powerful beat of his wings and rises to the metal grate, scratching at the screws with his hoof. I rush to his aid, using the very tip of mine to shove under the opening he creates, and pull with everything I've got. Realizing my idea, Rain forces his under the opposite side and with one great, straining pull the screws pop loose and the metal cover clatters to the floor below. Some of the others notice what we're doing and cry out to us, beg us to pull them up, and it hurts me. It hurts so bad to know that I can't save them all. Rain slides up into the vent, and it's even wide enough for him to keep his wings open. He calls down to me, tells me to follow him. But I'm not listening.

"We're gettin' out a' here!" I hear Big Macintosh's powerful, deep voice shout, and I see him pause his bucking for a moment to gather his crying, hysterical sister in a tight hug. "It's gonna be alright," he says, stroking her disheveled crimson mane. His eyes are so wide, and his lips tremble as he smiles. "Everything is gonna be alright."

I look at Rain, and he looks at me. A few tears slither down my cheeks as I lock eyes with him, my intentions silent but clear. He sighs, folding his wings down and dropping from the vent and hovering by my side. He casts a quick, worried glance at the window, which now has cracks splitting it in places. It creaks dangerously, and the monstrous howls grow ever louder as the creatures realize how close they are. With urgency, he pushes me towards our targets. "Take the filly," he orders. "I'll be right behind you with the stallion."

"Oh, thank you," I beam, hope surging into my heart at last. "Thank-"

A sharp screeching sound rises above the voices, so painfully loud that the vibrations nearly shake me out of the air. The cracks around the hooves beating into the seal expand, slicing quickly in jagged patterns toward the center. The chaos in the building lowers to complete silence, and only the splintering noises and excited moans remain. As we watch, holding our breath, the cracks come together and touch. For a moment, nothing happens, and I can already see some ponies sigh in relief. Then with the rippling, magical noise of a spell breaking, the glass shatters into thousands of glittering pieces and blasts in all directions into the room. They are inside.

The screams return at full force as the closest ponies are overtaken, choked gurgles all that can escape their throats as they're eaten alive. They never had a chance. Those bucking the walls abandon the task and instead race through the crowds, desperately looking for a way out, but there isn't one. Some brave, stupid ponies rush at the swarm of creatures and try to escape through the broken seal. I watch as one brown stallion make a leap over them, barely getting halfway into fresh air before a soaked muzzle reaches up and sinks its teeth deep into his stomach. He goes down with a horrifying screech, disappearing into the mass of writhing, ruined bodies. I hear foals crying, mares wailing, and despite it all the soldiers are still shouting commands.

"Go, go, go!" Rain roars, diving down towards Big Macintosh with determination like I've never seen in his yellow eyes. I waste no more time, pulling my wings in and tearing through the air towards Apple Bloom. The yellow filly gasps as I land hastily in front of her, fear in her little face, and I quickly reassure her with our aims. She nods, lets me pull her into my forelegs and carry her high into the air.

"Mah brother!" She squeals, suddenly fighting me to get back down and calling out to the stallion. "Help! Big Macintosh!"

I struggle with her for a moment, try to calm her down. "We're getting him!" I tell her desperately. "We're going to save you both!" Below us, Rain is having a similar problem persuading the big crimson stallion to let him carry him. He insists he doesn't need help; all it does to my brother is make him furious. Apple Bloom whimpers in my grasp, and I glance nervously behind my shoulder where the wave of gruesome death is quickly advancing, covering the white floor in glistening red. I suck in a panicked breath, and scream, "Rain, hurry!"

He jerks his head upwards, tells me to take her out, and with time running so thin I have no choice but to listen. With one hard beat of my wings I shoot up through the vent. Silver surrounds us on all sides as the horror fades from our ears. I crawl out and collapse onto the roof of the building, watching as the yellow filly scrambles away from me and races back towards the vent. I shout in alarm and wrap my forelegs around her waist, stopping her just before she jumps back down. She rounds on me, kicks furiously, tears streaming down her face.

"You left 'im!" She screams at me. "You left 'im!"

It stings, because I know it's true. Not only her brother was left behind in the fray, but my own as well. I stare down the opening, the dark melody of cries of pain and snarls faintly reaching my ears, and wait with a dreadful fear for the steely blue body to rise up to safety. Ten seconds... twenty... thirty. My heart drops. No, I think weakly. No, please, don't be gone. Not now.

Finally, the metal creaks as the two stallions climb out of the vent and onto the roof. Rain grunts loudly as he drags the massive pony out of the opening, and as soon as he gets to his hooves I slam into him and hug him as tight as I can, knocking him right back down. Normally he would deny the embrace and push me away, call me silly. But not today. Beside us I hear Big Macintosh soothing his little sister, and I know I've done a wonderful thing. I have saved a life. We stay like that for a while longer, and I let the frightening noises blur into the background, replaced by Rain's heavy huffs of breath.

When we're content, Big Macintosh trots slowly up to us. Apple Bloom follows closely at his side, ducking behind his hindlegs. "Thank y'all," he says softly, glancing at the filly and curving a hoof protectively around her. "I don't know what made ya do it, and I can't say if I would'a done the same, but... we wouldn'a made it out without ya."

"Thank her," Rain directs to me with a wave of his hoof. "She was the one who wanted to save you."

The red stallion smiles, dipping his head to me. "Well thank you most of all, ma'am. Name's Big Macintosh, and I'm mighty glad for what you done."

I avert my eyes sheepishly and cross my hooves. "I'm Vanilla Remedy. And this," I bump into the pegasus beside me currently rolling his yellow eyes. "This is Fallen Rain, my brother."

He nods. "If it ain't too much trouble, we might be needin' your help a little bit longer. We don't got those fancy wings like you, and I don't wanna be risking taking her down through all those things."

"Of course," says Rain immediately, and I blink in surprise at his sudden consent. "We'll take you both somewhere safe, but then we part ways." He's using the tone, and I realize then that even now, my brother doesn't trust others to be with us. "Understand?"

When they agree on the terms, I go to Apple Bloom and gather her in my hooves. She settles against my chest, folding in her ears to block away the cries. We'll be away from that soon, I tell her. Away from all of it. I smirk slightly as I see Rain take a deep breath, then wrap his forelegs around Big Macintosh. He rises into the air with a few beats of his wings, hovers there waiting for me. As I follow him up, and we glide over Ponyville, our new reality hits me like a staggering current. Buildings are up in flames, spreading their orange glow across the grass and billowing black smoke. Trees lay broken and splintered on their sides, or uprooted at the base. Ponies are scattered like splashes of color throughout the town, and by the blurring mix of screams and snarls I can't tell which are still normal and which are... sick. Infected. Some of the dots overtake others, and I quickly turn my head to the clouds.

~oOo~

We take Big Macintosh and Apple Bloom to a place just outside the Everfree Forest. After circling the area a few times, we didn't see any signs of life besides the untouched nature. They say they'll go on from here towards Canterlot-anywhere the Princesses are will be the safest, Big Macintosh says. I say goodbye, hugging the little yellow filly before she bounds off after her brother. Mine has his back turned, and I can't see his expression. Is he angry at me for risking our lives to save theirs? Or is he sad that they're going? I only wish I could know. I watch their silhouettes disappear into the setting sun, and can only hope they make it. For each other. For survival. For Applejack.

My head held low, I trot to Rain's side. He barely glances at me, letting out a gentle puff of air from his nose. "Are you okay?" I ask softly, nosing his shoulder.

The answer comes after a very long pause, and I sit down beside him and press my cheek into his coat. "Physically," he breathes.

"Where will we go?" I ask, thinking of the country ponies and their plan. "We can't stay here; it's too close to those things."

His yellow eyes flicker to the sky. It looks darker than usual for so early in the evening. The whole world seems darker, like it knows things have changed. Even here, where nothing has been able to touch. "Only place we can go," he says, and meets my eyes. "Home."

"How do you know it'll be there?" I point out quietly, the thought of the beautiful white clouds dark and tainted with gore sending a shudder down my spine. "It's so close to Ponyville, Rain. What if it's gone too?"

"It won't be!" He snarls.

I squeak in surprise, scooting away from him. The pegasus stallion sighs, averting his eyes, and curves his hoof around me to apologize.

"It won't be," he says softly.

Thanks for reading~