Disclaimers: 'Rainbow Brite' is property of Hallmark Properties respectfully. The song 'Rainbow Connection' was written and conceived by Paul Williams and Kenneth L. Ascher and therefore does not belong to me.

…

Prologue

…

"Mommy…Daddy…"

A small infant wept lonely in the park. Though she continued to cry, nobody came to offer her company. It was if she had been abandoned, and left stranded, without any care. How harsh it was for such a young and simple minded child to suffer alone…how could anyone not see her troubles and understand her pain?

"Hello." A friendly voice spoke out. The girl looked up. Sitting beside her on the bench was an unusual looking girl, most likely of the same age as her own. "Why are you crying?"

"Mommy and Daddy are gone."

"Your Mommy and Daddy? Where are they now?"

"In…Heaven…I'm all alone now."

"Oh, I see…you don't have to be so sad. You're not the only one. My Mommy and Daddy are gone too. They died when I was just a baby."

"Really? You mean it?"

"Rainbow Brite always means what she says! And you know what? Even without them, I still grew up to become the girl who brings happiness to Earth. Happiness is what helps us forget our worries and not let the grief overcome us. When we have tragedies in our life, there is always a way out of them, even though it sometimes takes a while to find it. But once you do, you won't believe how much better you'll feel. So cheer up!"

"My tummy's still sore."

"Pain can't last forever. Just remember that time can mend even the strongest wounds. And you'll see in the end, that everything will be okay."

Searching her pocket, Rainbow Brite offered the girl a packet of her color sprinkled tissues. The girl took a piece and gently wiped her tears. The pain in her tummy subsided and soon she was feeling much better. Rainbow smiled down at her like the big sister she never had.

"Keep looking up at the rainbow, and it'll always remind you to put a smile on your face. You'll soon see that you're never really alone in this world."

"I'll try…thank you, Rainbow Brite." The girl smiled. And before she knew it, Rainbow had gone.

…

The Rainbow Connection

By Charles Xavier

…

Chapter One

…

The Sprite Fair was held annually in Rainbow Land. Every year, there was an endless variety of games, but the most anticipated event of all was the horse race. It was a competition of the highest order, and every year the strongest horses, Starlite, Skydancer and On-X, battled it out for first place. Starlite was the crowd's favorite. He was the most beautiful horse and a loyal companion to Rainbow Brite, the protector of Rainbow Land who kept the world colorful. Starlite had never lost a race before. Doubtless, he was proud, but he never boasted about it to anyone.

This year's race was no different. Skydancer and On-X were tough horses to outrun and Starlite knew that if he was going to beat them he would have to give more than a hundred percent.

"Ladies and gentlemen! Sprites and ummm…Sprites!" Twink, the commentator, announced to the stadium crammed with tens of thousands of spectators, "Welcome to the annual Rainbow Horse Race. Our contestants are as follows: first off, Skydancer!"

Starlite moved aside to let the proud black stallion trot arrogantly past him and into the stadium. The rider, Stormy, turned with a flick of her long purple hair, to wave back at the crowd. Twink waited for the stadium to quieten down, and then cleared his throat: "Next… On-X!"

Starlite ducked as the mechanical horse glided over his head and hovered above the ground in the center of the stadium. The rider, Krys, acknowledged Stormy with a cold nod and waved gallantly to the roaring crowd. "And last but not least, Starlite!" Twink's voice bellowed.

Starlite trotted proudly into the middle, his rainbow-colored hair falling behind him as Rainbow led him towards their rivals who looked back at them anxiously. Rainbow was looking exceptionally beautiful. Among the cheering crowd, Red Butler delivered a high whistle, and she turned at the sound, a soft smile breaking across her lips.

The competitors took to their starting positions. The crowd grew silent. Twink leaned forward. Everyone waited. "On your marks," his voice echoed. Starlite dropped his head. "Get set!" Rainbow tightened her hold around his neck. There was a still strange moment where it seemed like time had stopped. "GO!"

With the wave of Twink's flag, they took off at the speed of wind. Color Kids bounced up and down in the stands cheering for Rainbow and Starlite. The Sprites rooted for Krys and Stormy, shouting their encouragement as loud as possible. After the first few laps, Krys fell into third place, while Rainbow and Stormy galloped neck to neck. Stormy was charging forward, her sharp eyes fixed in front, her jaw clenched in determination. Stormy always took these things too seriously, Rainbow thought, as Stormy aggressively budged her and Starlite out the way. Stormy was reputed for showing off at the best of times. She always acted snotty with Rainbow when it came to the big race.

"Looks like Starlite's getting too old for this, Rainbow!" Stormy smirked. "You better face it. I'm going to be champ this year!"

"Just remember, Stormy," Rainbow replied, "Pride came before fall.'

"Ah, poppy-cock! You just wait until we're done and we'll see who's laughing!"

Somebody was laughing already…

…

Outside of the fair, Murky and his bumbling sidekick, Lurky, were devising yet another scheme to get rid of Rainbow Brite and bring misery back to Rainbow Land. Hiding within the bushes Murky grinned like a hyena and whipped out a potion glass bottle that contained something gaseous and black as night, sealed in with a cork.

"Hee! Hee! Hee!" Murky sniggered, "With my new tornado spell, I will finally wipe Rainbow Brite and the colors off the face of Rainbow Land. Then, I will be able to make the world all gloomy again!"

"Great idea, Murky!" Lurky clapped his hands gleefully, and then paused, confused, "Um…what are we doing here again?"

"We're going to sneak into that fair and let out the spell in this bottle. Then, while we make a run for it, everybody in Rainbow Land will be swept out of their homes for good! This plan can't fail now. It has to work!"

"That sounds swell, Murky! But why are we going to the fair?" Lurky scratched his head.

Murky was losing his patience with his mind-numbing friend. He turned to him, trying to keep his cool, "How could you have such a big head and such a small brain, Lurky?

…

The race was drawing to an end, and Rainbow and Stormy were battling it out for first place. Twink was getting very nervous. And so was the audience. It looked like it was going to be very close, maybe even a tie.

"This is it, Skydancer!" shouted Stormy. "You show Starlite who's the fastest horse in Rainbow Land now!"

"Come on Starlite! I know you can do it again!" yelled Rainbow.

…

Outside, Murky and Lurky were surprised that the fair was almost deserted. Everyone had gone to watch the races. This was Murky's best chance to let loose his terror.

"The coast is clear." he smiled, taking out the bottle. "This time, Rainbow, nothing is going to stop me."

"Hooray!" Lurky pranced around, overjoyed. He tripped and bumped into Murky. "WHOA!"

Murky looked down in horror as the bottle hit the ground and shattered into a hundred pieces. The thick black smoke twisted up into the air like a cobra and drifted up into the sky.

"Lurky! You clumsy oaf!' Murky said as they watched the smoke spreading across the sky, "Quick! We've got to get out of here!"

They hopped onto the Grunge Buggy, and sped off into the distance.

…

A small color kid called Canary Yellow was the first to see it. It took the crowd a few seconds to realize that she wasn't screaming at the race, but at something else. Slowly, everyone craned their necks back to listen to the sound of distant rumbling.

"Look!" Canary screamed., rising from her seat to point at the monstrous black shape whirling its way across the sky towards them. The audience fell silent and looked up at the gigantic tornado in fear. Their cheers turned into cries of panic and distress. The horses noticed and the race came to a standstill, Rainbow and Stormy stopping just a few steps away from the finishing line. The riders and their horses looked up as the tornado grew larger and larger, drawing closer and closer. Suddenly, there was pandemonium. The Color Kids and the Sprites scrambled for the exits and the crowds spilled out onto the track.

The worst happened, regardless. As the stadium was full, not everyone managed to escape in time. Hundreds of Sprites were sucked up into the black vortex, holding onto each other for dear life as they were swallowed. Others ran to save themselves, but their attempts to escape proved futile. The stadium started to collapse. Rainbow and her rivals needed to get out and fast.

"What in blazes is happening?" Starlite cried, alarmed.

"Rainbow!" Twink ran up to her, hopping like a mad frog. "We have to leave now! This place isn't going to hold much longer!"

"Rainbow, you and Krys go first." Stormy said, taking control, "I'll stay here and see if I can tackle this problem myself!"

"But Stormy…" Krys interrupted.

"It's okay, Krys." Rainbow reassured him. "Stormy's used to violent weather. Let her take care of this…we need to head back to the Color Castle for safety!"

With that settled, Twink hopped on Starlite, and Rainbow left with Krys. Stormy turned back to the tornado and braced herself: "Be brave, Skydancer. This definitely doesn't look good. We'll just have to give it our best shot." Gathering her strength as the vicious tornado came closer, she pushed forward and stepped into its eye.

"Steady, Skydancer! Steady!" Stormy yelled. Focusing all her energy, she tried what she could to control the tornado but the force was too strong to master. "NO!" She managed to scream before it blew them back, smacking them into the stadium wall. The last thing Stormy remembered was falling off Skydancer and seeing the ground rising to meet her.

The power of the tornado was growing. And the stadium was now crumbling. A loud crack brought Skydancer to his senses. One of the huge pillars was falling. And in a second it was going to crush Stormy. Instinctively, Skydancer leapt over some debris and kicked her out of harm's way.

…

Stormy moaned and opened her eyes. The tornado was still in progress. Her head ached. She must have cut herself badly. It took her a while to realize that the blood she was wiping from her arm was not hers. She followed the trail of blood back to a mountain of rubble. Her heart sank as she spotted a black hoof peeking out from underneath.

"Skydancer!" she screamed, and she started hauling away the heavy rocks. Skydancer's head flopped to the side, his mouth locked open, his empty eyes staring back at her. She cradled his disfigured head in her arms and started screaming, "Come on! Get up! I'm not going to leave you here!"

But her screams were soon drowned out by the tornado. She tried to hold onto him, but there was no use. The cruel wind sucked up her dead friend, while she hung onto the rubble to save her life.

…

"Rainbow, over there!" Krys yelled as the surviving few fought their way back to the Color Castle. "It's Stormy!" Starlite looked back at the demolished stadium and saw Stormy running towards them.

"Rainbow, we have to keep going!" Krys yelled at Rainbow who had stopped dead in her tracks.

"But Stormy needs our help! I have to save her!" Rainbow shouted back, starting to push her way back through the ferocious winds.

"Not so fast! If you're going to get yourself into this mess, then I'm coming with you!"

"No, Krys. I need you and Twink to take care of my friends in the Color Castle. I need you to be there to make sure none of them get hurt! Please…I know what I'm doing!"

"Fine," Krys said, realizing she wasn't going to be persuaded, "Hop on, Twink!"

Twink jumped off Starlite and hopped up onto On-X, who whisked them all away towards the castle where some of the Color Kids were waiting for them.

Rainbow held on tight to Starlite and they made their way back towards the eye of the storm.

…

Stormy's legs were starting to ache. She wasn't sure how much further she could run. The Color Castle was still in the distance and the tornado was gaining on her. She watched in horror as the Sprites' houses were ripped apart. One Sprite held onto the branch of a tree, but the branch broke and the tree was yanked from the ground. Both the tree and the Sprite were sucked into the eye of the storm.

Stormy was starting to feel nauseous. But then she heard something, horse hooves… Starlite galloping behind her.

"Rainbow!"

"Stormy… where's Skydancer?"

Stormy looked back, tears welling in her green eyes. "He's…"

A loud crash cut her off. The tornado was destroying more houses and taking more lives. Trying to stay calm, Rainbow inserted her color sprinkles into her Color belt. The belt unleashed a stream of colors at the tornado. The colorful stream smothered it, trying to hold it down. But the tornado broke free, and the stream was vaporized.

"It won't work!" Stormy shouted. "There's nothing that can stop it!"

Rainbow decided to retreat. Taking Stormy's hand and lifting her up onto Starlite, they started to make their way back towards the castle.

Suddenly a tree fell onto the pathway in front of them, scaring the living daylights out of Starlite who managed to stop just in time. He jerked and leapt back, unaware that Stormy was losing her balance. They pushed on into the aggressive winds, Rainbow unaware that Stormy had fallen off.

"Wait!" Stormy cried, but Rainbow was too far ahead to hear her cries for help. Stormy got up and chased after her, begging in vain. Though she ran and ran, the wind came to take control, and it sucked her back into its eye.

…

The heavy doors to Color Castle creaked opened as Starlite galloped across the bridge. Krys and the Color Kids were waiting inside.

"Rainbow, where's Stormy?" one of them said.

Rainbow stopped breathing and turned around. Stormy was nowhere to be seen. She looked back in horror at the open entrance and jumped off Starlite, rushing fearlessly outside into the vicious winds.

"STORMY!" Rainbow called. "Stormy! Where are you?" The only answer she got was the hollow sound of the wind.

"Rainbow, it's too dangerous for you to stay here!" Krys yelled, trying to pull her back.

"No, let me go! I have to save Stormy!" Rainbow shouted back, wriggling to break free.

"It's too late! She's gone!" Krys insisted, dragging Rainbow back inside.

The doors slammed shut behind them with a mighty thud.

…

A week later, the mighty winds had eventually died down into a weak whisper, but the land had been left in ruins. Although Murky hadn't quite succeeded in destroying all of Rainbow Land, he had certainly come close. Everywhere, families grieved for the loss of their loved ones. It would take months for Rainbow Land to recover and rebuild its once peaceful kingdom.

Rainbow Brite had locked herself in her room for the past seven days. She had barely eaten, or slept, or even spoken to anyone. Her mind was haunted with the cries of those she had failed to save. But her biggest regret was Stormy who she had left to suffer an untimely fate.

There was a knock at the door.

"Rainbow? There's somebody here to see you." Red Butler's voice spoke.

Rainbow didn't reply, but the door creaked open, and in walked Krys with the Color Kids. Krys gasped when he saw Rainbow. Tucked in bed, she looked back at them with blank eyes, her cheeks marked with dried tears, her pale face stricken with sorrow. The Color Kids came round and Krys stepped forward to speak.

"I'm sorry," he said. "We've looked everywhere, but we couldn't find her. I even went to the Treacherous Pits."

"Stormy…" Rainbow breathed.

"Rainbow. You shouldn't blame yourself for this. It was a mistake, that's all," Krys tried to reassure her, "We should have been more cautious about Murky that day. It wasn't your fault."

"Wasn't…my…fault?" Rainbow muttered, her eyes flicking up at Krys, "How could you say it wasn't my fault after what's happened to Rainbow Land? How could you say it wasn't my fault for not being there for Stormy when she needed me?"

"If I had let you go, you would have ended up dead, like her!" Krys said.

"Stormy didn't have to die! I should have been the one to go."

"Die and leave Rainbow Land unprotected?" Krys looked back at her, wide-eyed, "That's crazy! Do you know what would happen if Rainbow Land fell into the hands of that creep? I think you ought to pull yourself together and start concentrating on the future, if you're worried about your responsibilities!"

Rainbow felt a sudden rush of blood to her head. She got up and pushed Krys back from the bed.

"How dare you talk to me about responsibility!"

Krys looked back at her in astonishment. Rainbow stood, ready for confrontation. The Color Kids watched nervously.

"Rainbow, please!" Tickled Pink pleaded, stepping in between them. "Please stop shouting! This isn't like you at all!"

Before she knew what she had done, Rainbow slapped Tickled Pink. Everyone gasped, and the room fell to a sudden silence. Krys was shocked. He never imagined Rainbow Brite ever hitting one of her friends. Realizing what she had done, Rainbow didn't know what to do or say next.

"I…I'm sorry, Tickled Pink."

But it was too late. Tears were already running down Tickled Pink's face. She burst out crying and ran out of the room, covering her face. The Color Kids went after her, and Rainbow was left alone with Krys. Krys shook his head at her.

"Think about what you've done, Rainbow Brite."

And he left Rainbow alone, ashamed.

…

"Who am I?"

Rainbow gazed deeply into her mirror. She half-expected to hear an answer but was offered none. "All the colors I bring…all the joy I spread… yet still I can't even save those close to me."

Her reflection slowly transformed into Stormy, her hair torn, her eyes angry. Rainbow jerked back, from the hallucination. "Go away! Leave me alone…" The shame was not going to leave her. Maybe it never would. But when she opened her eyes again, there was nothing to see except her own sad self.

Outside, it had started to rain. She sat down on the bed, the Color Belt in her hands. She traced it with her fingers, following the patterns of each of the seven colors.

"Who am I…? Who am I…?"

She repeated the words over and over again. Suddenly, she felt a warm breeze. The room started to warm up, and she slowly raised her head to look up at the Sphere of Light floating beside her.

"All the things you've been thinking of make me unhappy," the Sphere spoke. "I understand what is troubling you, and I know that you are in pain."

"I've failed." Rainbow said, lowering her eyes in shame.

"You did everything you could. Do not torment yourself. Rainbow Land will heal in time."

"And what about the Sprites? Will time heal their wounds?"

The Sphere paused, uncertain. "It is difficult to say for them."

"All I have caused is loss. I can't go on like this. I can't be trusted with these responsibilities." Rainbow said, feeling the belt slip a little through her fingers.

"You are the protector, Rainbow Brite. You always have been. You always will."

"No…" Rainbow said looking into the light of the Sphere. "I'm no longer Rainbow Brite."

She dropped the belt.

"…I'm just little Wisp, nothing more."

…

"Rainbow?" Moonglo knocked on the door. "I brought you some nice hot tea, if it will make you feel any better."

Nobody answered.

"You needn't worry about Tickled Pink. She's fine now."

Still no answer.

"Rainbow?" Moonglo peeked her head inside. Rainbow was not there. Stepping in, Moonglo saw the Color Belt lying on the floor. Picking it up, she suddenly felt a chill run down her spine.

…

Moonglo ran outside, shouting out Rainbow's name.

"What's happened?" Twink called out, running after her into the heavy rain. But then he noticed what she was holding. Rainbow's Color Belt. And he realized right there and then that they had been abandoned.

…

"With great power, comes great responsibility."

Ben Parker, Spider-Man 2

…