Flames.

Serenity backed away from the blaze, her arms reeling as the heel of her shoe caught in a crack and she fell back, her elbows hitting the pavement as she looked around in stark confusion. The flames spread on every surface, even from the stone itself, steadily eating everything in its path. Among the flames, bright red and blood red, rose the capital city.

Then the screaming began.

A thunderous roar of voices cried out all around her, voices of men, women and children. Their wails echoed in despair, pain and fear, desperate to be heard above the white noise of the flames. Movement down the street caught her attention and her eyes fell upon slight creatures lumbering now towards her. What were they? Humanoid but their limbs jut out at odd angles, as if broken – what were they? Just as they were getting close enough to truly see, something grabbed onto Serenity's arm and dragged her forcefully backward, sprawling her on her back as a face bent down to meet hers.

Eyes without pupils set in skin spongy and green in death seemed to stare straight at her, the face getting closer and closer to her own. Shivers climbed Serenity's spine and she shrieked shrilly in fear, trying to loosen her arms to push the being away but finding she couldn't move. The face, its brown hair dripping down to surround them both in a veil of dusty strands, reacted by screaming back at her, contorting as the mouth opened wider than humanly possible. The brows above the blank eyes furrowed in rage as the scream continued, compounding the noise around her and grating against her nerves. It leaned in and touched its squishy forehead to her own, its nose pressed up against hers as the deadly rage-filled cry continued.

Her skin crawled at the touch. "NO! GO AWAY! GET OFF OF ME!"

The monster just screamed louder. With great effort Serenity rolled to the side and backwards, kicking the being's body away from her own and using the remaining momentum to pull herself to her knees. The creature, the dead citizen of Okeanos, turned to face her, tears streaming down its face now. It threw its arms to the sky, leaned its head back and exploded into flames. Serenity flung herself away from the combustion only to be caught by two sets of arms that held her in place.

From the look of their skin she knew they were the same. "No!" she struggled against their grip, but to no avail.

They both chanted in dead whispers, their heads turning sideways to stare at her from other side with blank eyes.

"NO!" she cried.

Unblinking, they advanced. Their heads continued to turn until the faces were at ninety degree angles with their necks and then more. Shaking her head in fear and denial, Serenity pushed backwards, her feet scrabbling for purchase on the pebble-strewn ground. The pyre before her suddenly ended and the brown-haired girl stood as a skeleton, pointing one bony finger towards her accusatorily.

"What do you want?"

The figure did not waver, the skeletal figure unmoving as the whispers beside her intensified. What were they saying?

A shadow above was the only warning she had before something heavy landed beside her. The undead shot away as if blasted, crashing against the broken buildings and scrabbling to escape. As soon as she was freed, Serenity pushed herself to her feet and made to run, but the new arrival didn't let her get far. With a cry she fought against the arm.

"Wait!"

The voice… human. She turned; it sounded almost familiar. A hood covered most of the face, and though she did not recognize the man, she was pulled into an embrace. Hyperion? The arms felt secure, but still she was uncertain. The din around them quieted with her face pressed against the black cloak. Perhaps it was Hyperion, come to save her.

He pulled her back, fingers curling about her chin to direct her face for a kiss. As she drew closer, her eyes closing almost automatically, she felt another wave of something amiss and she opened her eyes just in time.

She screamed and struggled, beating her fists against him but she could not free herself from his grasp, his fingers on her face and his hand pressed against the small of her back holding her in place like a vice. Still she screamed and thrashed, even as she was pulled closer and closer to the maw of the monster. Green, juicy flesh was sliding away by the second, bubbles of decaying gas rising to the surface.

Necroma.

"Serenity!"

"Serenity, wake up!" a deeper voice commanded as she felt two weights settle around her on the bed.

Her silver eyes opened to see the ceiling of the room, not the crumbling, burning city or the monsters around her. She pressed the palms of her hands into her eyes, breathing heavily despite having gone nowhere, pulling fresh air into her panicked lungs.

"Serenity," cool fingers touched her arm and she had to touch them – they were alive. If no one else, these two were. Using one hand as a prop she sat up and threw herself at Luna, holding her slim figure as a lifeline as she cried frightened tears. She was being childish, behaving as a toddler would, but she didn't care, her heart thumping painfully in her chest as she held on to the link to this world of the living. She felt the cooler hands wrap around her as Luna returned the embrace, saying something over Serenity's shoulder to Artemis. The second weight left the bed and Luna leaned in, pressing her head against Serenity's reassuringly. "It's okay, you're safe. You're both safe, it's okay," she murmured repeatedly.

Just as she got control of her breathing the lights switched on overhead. She turned to see Artemis appear through the doorway, a steaming cup of hot chocolate in one hand, her favorite type of cookie in other. She didn't much feel like eating, but Luna stood, emptying her arms as Artemis pressed the warm cup and cool treat into her hands. "Drink it," Luna said authoritatively, and so Serenity did.

She and Artemis set themselves up at the foot of the bed, watching Serenity gulp down the hot drink, not moving until she finished. The soothing warmth did make her feel better, and when she was done Artemis reached for the cup, placing it on the dresser as she picked at the cookie. Her heart had slowed, her breathing returned to normal.

"Serenity," Artemis asked imperatively, "why are you here?" His green eyes stared into hers intensely, one pale hand in a fist on the lilac comforter, the other resting on the leg of his striped pajamas. His white hair was knotted and stuck out all over the place, suggesting that both he and the equally disheveled Luna were awakened by whatever sounds she had been making and had immediately jumped out of bed.

His question threw her off – why was she here? She had told them before. "I am looking for a new home."

"Why?" Artemis continued in the firm tone, the force behind his words pulling the answers out as surely as if she had no choice in the matter.

"I must keep her safe," the thought of the skeletal hands reaching towards her made her cringe.

"What about your home? What about Okeanos?"

"It is…" she remembered the stark scene, the gray lifeless rock, the ring system of debris that once made up her world. Her eyes glazed over, thinking about her last hours on Okeanos, watching it in her mind's eye as a passive observer as the present became unfocused. "It is gone."

"What happened there?"

Luna reached over and took her hand, but Serenity barely noticed. "Necroma, the embodiment of death itself. He was summoned on another part of the world by those foolish, selfish hearts who believed they deserved more than they had. Seeking revenge, they channeled another dimension and pulled that monster through, from the deepest pits they could find, but the being that emerged was greater than they had anticipated. It used their life energies to keep the portal open, calling forth its army to invade the planet.

"It was all so sudden. Sailor Okeanos and I sensed the disturbance, but when we arrived we were too late. The Creature had made it through, his army stepping out of the portal in droves as the summoners lay dying. We were able to defeat many of the henchmen coming through, but Necroma swept us aside as if we were gnats. When we awoke that city had been destroyed, fires set and the people dead, the monster and his forces moving on. We got up and raced back to the capital to inform the queen and develop a strategy. As they set up defenses, she told us of a legendary weapon, the Winged Whistle, that would help us."

"There is a weapon," the Queen said, pulling them aside and grasping her daughter's forearms, staring into eyes the two shades lighter than her own, "the Winged Whistle. It's been lost for generations, but my grandmother told me of it as a child. Eos, you and Serenity must find this whistle if we are to survive this onslaught."

"But what does it do?" Serenity asked, stepping forward hesitantly, the chaos around her a little overwhelming for the seventeen year old to face.

The Queen met her gaze and smiled determinedly, "I don't know, but it is said to be a gift from the gods. It will help us. Search for it, Senshi. Keep your awareness open and find the Whistle; it could be the key to our survival."

Serenity continued the narration, a sense of self returning as the events of just over a year ago began to replay themselves in her mind. "Armies formed and fought to defend their territories, but Necroma ripped through them within days, always heading towards the capital and our Queen. The day that we discovered the whereabouts of the legendary weapon was the day he entered our kingdom."

"Hurry!" Okeanos shouted as she ran, her booted feet dashing through the rocky cave with the ceiling too low to fly through.

Theia pushed her legs harder, the two senshi racing through the cavern at a breakneck pace, jumping off of protruding rocks to gain distance. "There's something up ahead!" Theia called, seeing a clear break between the stalactites and stalagmites. They broke through and felt the open air's caress. It was dark overall, yet tiny flecks of light reflected off the walls far in the distance.

"Up!" Okeanos directed. Theia glanced up to see a breathtaking sight – a cathedral of crystal spires reaching towards the sky, the faint light in an opening high above bouncing off of their pointed forms and creating a room of rainbows high above their heads. The two warrior guardians jumped, their wings carrying them higher and higher, following a thick spire sticking up out of the ground as it turned from a deep gray rock to a shining crystal pinnacle, still growing towards the top of the cavern. When finally they reached its summit, they found sitting upon the small platform at its peak a tiny, silver whistle.

"Praise them," Okeaons breathed, tentatively reaching to take the tiny cylindrical instrument in one gloved hand. As soon as the metal touched her, tiny rainbow-colored wings sprouted from its frame. "The Winged Whistle…"

She raised it to her lips and Theia reached out, "Wait! We don't know what it does! Let's bring it back to the palace – your mother might remember more, or the scholars might have discovered something in the libraries."

Okeanos nodded, her thick golden hair bouncing as she abruptly dove back to the ground, her short, midnight-blue skirt waving with the speed of the descent as her wings fluttered frantically. Theia turned and followed, leaving the crystalline cathedral behind.

"Okeanos and I raced to obtain the power amplifier, but by the time we returned it was already too late. The Queen, Okeanos's mother, had been captured, and we watched helplessly as Necroma crushed the life out of her, discarding her afterwards as a broken toy."

Serenity recalled the dream from the other night, an unbidden remembrance of the death of the Queen. Her heart seemed to weep as her minds' eye recalled Okeanos's cries for mercy on her mother's behalf, the horrible pain on her best friend's face when the creature had disappeared, leaving the woman behind to die…

Okeanos and Theia rushed forward to meet the pitiful form of the queen, but Theia already knew it was too late. Okeanos beat her there and she fell beside her mother's head, reaching forward to touch her but not knowing where she could without causing more pain. Theia stood back, wanting to be there for her friend but not wanting to intrude on this, their last moments together. Theia started to cry, leaning on her staff for support.

"Mother," Okeanos sobbed, her purple eyes overflowing with tears, "Mother, I'm sorry. We didn't get here in time," she sobbed, unable to continue.

"E…os…" the queen breathed heavily, her words thick with blood and masked pain, "did… did you…"

"Yes, mother, we found it," Okeanos cried.

The queen sighed, some of the anxiety fading from her face, along with the pain. This was it. Okeanos seemed to realize this as well, as her sobs became even more frenzied. "S… save Oke…anos…"

"We will, mother. We will." Okeanos cried harder, "I love you."

"I love you… too… my –" she coughed, blood pouring from her mouth, but her eyes found her daughter at last, their pained blue orbs barely focusing as she slipped away, "Eos."

She screamed out, reaching again for her mother's body, her cries echoing the pain of her people. Her good arm cupped her mother's cheek as she looked desperately into the woman's eyes as if willing the soul to return. Theia couldn't look away, her closest friend's mourning wails cutting through her heart. Slowly, her legs like lead, Theia approached the pair. She knelt down beside them and put her arm around the survivor as she gently closed their Queen's eyes. Sailor Okeanos's sobs were coming so quickly that she was having trouble breathing; Theia gently pulled her away, tearing her frenzied gaze from the poor woman's broken, bleeding corpse and hugging her close. Eos cried into her collar, her fist curling desperately into the material below Theia's wings.

"The anger of the people won back the city and we were given more time; but every second we wasted strategizing or attempting to figure out our new tool was another second wherein someone, somewhere, was dying. Okeanos couldn't take it…"

Sailor Theia flew frantically over the countryside, finally spying a bust of bright blue light. She raced towards it, a beacon of her partner's whereabouts. Okeanos had unexpectedly disappeared again, the fourth time in two days; this time Theia knew generally where to find her, but it made the flight there no less frantic.

As she flew closer she saw the thick mob of devils, Sailor Okeanos's strikingly golden-blonde ponytail shimmering amongst them as she threw out another attack, another burst of bright blue water that smashed over them all, sending creatures reeling in other direction, thronging to attack her on all other sides.

With a cry, Theia joined the fray. Her staffed whipped about her in a semicircle, clearing the way to stand at Okeanos's back. Together they fought, throwing attack after attack at the armed creatures, knocking them down. Behind her she heard her friend's labored breathing and fought harder, intent on ending the battle before Okeanos was finished. Finally the creatures still alive fled, and Sailor Theia turned just in time to catch her drooping partner, covered in cuts and bruises, blood seeping through the stomach of her outfit. For the fourth time, Okeanos had gone out in search of a fight, throwing everything she had at the invaders, very nearly at the cost of her own life.

Theia supported her partner and took to the sky, fearing for her friend and her obsessive need to fight…

Later on she approached Eos, who had healed almost completely under the tender energies of her guardian planet. The purple-eyed girl stared fiercely out of a window overlooking the sieged city, her arms tight across her chest.

"Eos," Serenity started quietly, determined to be heard this time. "You're being reckless. You cannot just go out searching for a fight – we need to be here, we have to figure out what the whistle does and –"

Eos turned on her, her hands shooting out expressively, "And let our people die? Every second we waste in here puzzling over that damned thing is another second a child is murdered, innocent people torn apart for sport! We can't wait any longer, Serenity. It's time to act! My mother told me to save this planet, and I WILL see it saved, no matter what you do to prevent that!"

"Eos," Serenity replied, shocked at the hostility in her partner's words, "I'm on your side."

"Then let me use it!" Eos lurched over, grasping Serenity's hand in her own, "Just let me try. Consequences to the wind, Serenity. I have to try to use the whistle – the dead outnumber those who still live, and we must put an end to this."

Serenity wavered. She had been vehemently against it, sure that there must be negative consequences involved. They didn't even know what the weapon did; who knew its true purpose? Would it negatively impact them? Would it kill the user? … but… the statistic was heartbreaking. Over half the city dead in those hit-and-run attacks? Not to mention those in the outlying cities… Staring into the desperate eyes of her childhood friend, Serenity nodded in acquiescence.

Eos was driven almost mad in the end. Necroma appeared suddenly outside the city, and without telling Theia, Okeanos ran out to meet him. By the time Theia reached the scene of the battle, it was too late…

Okeanos, battered and beaten, knelt on the ground before the dark giant, her wings torn and her fuku ripped to pieces, barely hanging off of her bloodied body.

"Okeanos!" Theia cried from a distance as Necroma raised one hand as if to squash her friend like a pest, but the movement of her blue-clad partner caught her attention. She took something small out of her outfit - The Winged Whistle! Okeanos put the tiny implement to her lips and began to blow. Hope rushed through Theia as the sound grew, emitting higher and higher pitches as energy grew and crackled all around the senshi of Okeanos, swelling with her call.

Necroma must have understood what was going on. He screamed, a deep sound that shook the ground to its very core, and reached towards the kneeling senshi. Her purple eyes intent on the being as she continued to blow, Okeanos did not move. Flesh tore from his fingers as he got closer, and he sent a shockwave of energy from his fingertips like many daggers. These energy spikes tore through Okeanos, ripping her skin open and, despite her resolve, the third such blast resulted in her losing control.

As soon as the whistle fell from her lips, his attack intensified. Theia got to her just in time for her form to crumble into dust, a tiny blue light fading from where her heart had been. There was simply nothing left – no corpse, no bones, no hair… no whistle. It was as though the attack had caused a pressure so severe it had disintegrated Sailor Okeanos's very body.

A tightness swelled in Theia's chest; it had happened so suddenly. Just like that, Eos had died and the so-called weapon her mother had asked them to find was destroyed. It was all for nothing, there was simply no hope left… and her friend, her golden-haired sister, was dead. Theia sat sprawled on the ground beside the pile of dust, staring into space as she fought to recall every detail of Eos, of Sailor Okeanos, before they, too, could disappear.

"Foolish senshi!" Necroma bellowed towards her, his voice booming over the city for all living inhabitants to hear. "Do you surrender now?"

"Never," Theia replied, quietly but with strength as tears rolled down her cheeks, falling into the remains of her best friend of eighteen years.

"Tomorrow at sunrise, foolish guardian, we shall fight in a battle that all may witness. The winner of our battle shall determine the fate of this pathetic planet and all of its survivors." He laughed and disappeared, teleporting away to wherever he hid.

Hyperion appeared minutes later and helped her to her feet, leading her away grimly.