Noise is something you can't make.

It's too dangerous to make it, but it's important to listen to.

Noise is the only thing that will tell you that things are safe...or that things aren't safe...

Twilight stared at the hardwood floor, her eyes vacant and devoid of any emotion. She was sitting comfortably on her haunches with her back pressed up against the side of her bed, her ears perked and her front hooves planted firmly in front of her between her thighs. She tried her best not to listen, to tune out the noise coming from outside...but if there's nothing else to listen to...how can you just ignore it? How could she ignore the blood curdling screams of a mare outside, of the sickening sound of metal slicing and stabbing through flesh, of the savage roaring and screaming of those who walked outside?

How could anypony just ignore that?

In the beginning, such noises during the night and day would have frightened Twilight, drawing her to firmly hold a pillow over her ears and weep into her silken blankets while the world went on around her, continuing ever forward on its bloody path to nowhere. But not anymore...not after two months of hearing the same thing over and over and over and over again. The only thing the noises outside did for Twilight now was alert her when things were safe and when things weren't. When it was safe to use the basket systems and to use the bathroom, or when it was safe to stare over at the house where Spike and the others remained hidden.

Right now...things obviously weren't safe.

This drew a sigh from the lavender mare, a quiet one of course. She waited until the screams abruptly stopped before she got up to her hooves, taking a sad glance towards her window. Oh how she longed to be out in the sun...out in that perfect day and that wonderfully cool air. She shook her head rapidly at this, clearing her head of such insane notions and turned to head down the stairs. She had to sever the thought of normality, disbelief that the beauty of the outside was too alluring to resist. It was probably this thought that had filled the poor mare's head outside right before those outside slaughtered her. She tried not to think about it...tried not to imagine the gleam that the knives, spears, and swords gave off in the sun. Tried not to visualize how they looked as they sunk deep into the mare's flesh, gutting her and ripping at her insides, cutting her open and exposing her beating heart to the shining rays of the sun.

Twilight's stomach gave a sudden heave and she stopped for a moment at the middle of the staircase, taking a moment to put a hoof to her belly and take in a few deep breaths. She had to keep it together...for just a little longer. She had to keep her hopes up, for she knew that sometime soon, Princess Celestia would be there to right all of the wrongs in Ponyville...to put back what had been unleashed upon her and her poor, innocent friends. As she put her hoof back down to take a step, she found that she had overstepped herself and instead let herself step down on air. She let out an involuntary squeak as she tumbled forward, rolling down the stairs loudly and grunting with each heavy impact that she had against the steps. For three seconds she fell until she rolled forward once last time and fell with a loud 'thud' on her back, the wind escaping her lungs and making her gasp for air.

Noise...had been made...

Oh who was she kidding, she thought to herself. After the two months since the first incident, somepony would have responded by now with help and aid. Princess Celestia would have acted, she would have done something! How could she just sit back and watch!? She had to have known what was going on, she was the ruler of all Equestria! If anything serious or ill-fated ever happened to any of her cities or subjects, she'd know about it! What then...was stopping her from coming? What was stopping anypony from coming to their rescue? Were the notes delivered to her from the baskets speaking the truth? Was there really a wall built around Ponyville? Did the Princess really abandon her prized student and the other Elements of Harmony? Well...all the Elements except Kindness. Twilight wondered where Fluttershy had gone...or what she was doing since her house was located outside the quarantine zone. Was she in Canterlot, pleading with the princess to aid Ponyville? Was she running away to some far distant town, hoping to leave the blood, pain, and chaos behind her? Would she really abandon her dearest friends...?

A thump against the Library's walls brought Twilight back to reality, if only briefly. Her eyes were drooping, her head aching at where it had smacked against one of the wooden steps. Another thump drew Twilight's eyes to look towards one of the windows on her left, at the shadow that was passing in front of it. She shut her eyes, turning her head back towards the ceiling and letting out the quietest whimper she could. Of course they had heard her...who wouldn't be able to hear a pony fall down a set of stairs when the rest of the town was eerily quiet? As the thumping continued around the outside of her Library, Twilight folded her front hooves over her belly and turned her head away from the window, getting as comfortable as she could against the hard floor. Minutes passed...minutes that dragged on into an hour, and eventually an hour and a half...a length of time that eventually ended up with Twilight dozing off...giving her at least a short amount of time to let her mind recover and to once again try and piece together what exactly happened...

What happened to everypony in Ponyville.

What caused all of this to happen.

What happened...two months ago...

***

"Spike? Spiiiiike! For goodness sakes, could you at least try and operate like a normal living creature? Usually you're supposed to be AWAKE and ACTIVE during the day!" Twilight shouted from the main room of the library, her patience obviously thin. It was a beautiful day outside and Spike PROMISED that he'd be up in time for their departure to the park. After all, with the busy way things have been lately, any time spent with their friends was precious and shouldn't be missed for the world. "SPIIIIIIIIIIIIIIKE!!!!!!" Roared Twilight, her hoof stamping the hard floor impatiently.

From above, Spike's voice groggily carried itself downwards to her "Ugh, I'm up already! Jeez, be a little more bossy why don't you!"

"Bossy!?" Twilight scoffed "I'm not bossy, I'm TARDY! You know how much I hate being late Spike, and if you don't hurry up and get down here we're going to be late for the picnic!"

Spike rolled his eyes as he came down the stairs, his body starting to gleam with dark violet magic as he was lifted up gently and placed on Twilight's back. With an affirmative nod, Twilight illuminated her front door with magic and opened it wide, letting in a soothing breeze of crisp spring air. "Wow..." she breathed, smiling as the air cooled her skin and fur. "It's so...wonderful out today! Rainbow Dash sure does pick the best of days for these picnics!"

"Well duh..." Spike muttered before letting out a great big yawn "She DOES work for the Weather Team." Twilight let out a giggle and happily trotted into the beautiful afternoon, watching as the town swarmed with life. Ponies walked and flew this way and that, some pulling carts or just walking with their friends. Everypony was smiling...everypony was enjoying this beautiful day, as it should be.

Twilight trotted down Mane Street, greeting everypony she encountered with a warm smile and a hearty hello, the sun warming her with its gentle touch. Eventually, buildings turned to trees, pavement turned to dirt and grass, and outside dining areas turned to picnics and picnic baskets. As they entered the park, already Twilight could see that many other ponies shared the same idea as her and the rest of her friends. All around, ponies ate, played with one another, or participated in little sporting events or competitions.

A voice Twilight recognized all too well as Rarity's called out to her as they made their way across the open fields towards one of the various clumps of trees that rested in the park "Twilight, darling! Over here!" Spike let out a tiny 'squee' as Rarity came into view, her white coat clearly visible amongst the sea of brown and other colors of their friends that rested on a checkered quilt of white and red. "So good of you to make it dear," Rarity cooed as Twilight smiled warmly, giving a wave to each of her friends who were resting on the quilt.

"Bout' time sugarcube, ah was wonderin' when you'd decide to show up!" Applejack said in a joking manner, drawing a small giggle out of Pinkie Pie and a tiny smile from Fluttershy.

Twilight smiled and gently nestled herself down on her belly, letting the soft fabric of the quilt caress her as she spoke "Well I would have been here sooner if some dragon got up on time like everypony else!" Spike simply rolled his eyes, sitting back on his rear as Twilight blinked in confusion, counting out her friends and her self and coming up with only 5. "Hey...where's Rainbow Dash?" she asked, causing Rarity to sigh and roll her eyes.

"She's over there..." Rarity muttered, shaking her head as she pointed over towards the sky at the Rainbow colored blur that was flipping and whipping about the sky. "She keeps trying to perform some trick she's been working on for weeks...says she'll be right over once it's done.

As if on cue, the frantic cries of Rainbow Dash echoed across the air as she came tumbling out of the air, her body hitting the ground with a soft thud and kicking up dust and dirt in the air she slid across the ground...finally stopping as her nose bumped into Rarity's side. "Ow..." she moaned, rubbing her head as she looked up towards Twilight, ignoring the harsh glare she was receiving from Rarity who was now trying to rub the dirt out of her own fur. "Well hey there Bat-light Sparkle," she mused "You finally came out of your cave huh?"

Twilight rolled her eyes but smiled as she said back "First of all Rain-Rain, it's a tree, not a cave. Second, it's good to see you to, in one piece I mean."

Rainbow Dash let out a loud 'yech!' as she growled "Please don't call me Rain-Rain! You know I hate that name..."

"As much as I hate being called an egghead?" Twilight said, a triumphant grin passing over her face.

"Alright..." Rainbow Dash sighed "You got me...when are we gonna eat? I'm starving!" The girls giggled, loving how Rainbow always made a hasty subject change when she was backed into a corner.

The picnic was going swimmingly, with daisy sandwiches being passed around as well as small idle gossip. But all good things...do eventually come to an end. "And then I said," started a giggling Rarity, her best attempt at trying to keep a straight face failing "If you really wanted to wear that, why not just put on a potted plant and some flower petal sunglasses and go as a jungle? It'd look the same and I'm sure you'd save yourself the embarrassment!" The group broke out in laughter, smiles etched on their faces...until a gut-wrenching scream tore all the happiness out of the world.

"W...what was that?" Fluttershy squeaked, her eyes scanning over the groups of ponies in the park who had stopped their activities to wear the same confused expressions as Twilight and the others.

"Not sure...sounds like somepony was uh screamin'" muttered Applejack, her hoof tipping back her stetson as she peered over in the general direction of the scream.

"Well...maybe it was just somepony being the flank of a scary prank or someth-" Twilight began...until another scream cut her off, this time the scream of a colt.

"Girls...I'm starting to get a little scared" Pinkie whispered, watching as Rainbow Dash got to her hooves and turned towards the screams, watching as everypony else moved to investigate as well. "I'm gonna go check it out, you girls wait here!" Rainbow shouted, taking to the air and moving off in the direction in which the screams originated from.

"Oh do be careful Rainbow!" Rarity called after her, a worried expression passing over her.

Twilight sighed, smiling as she shook her head "Alright now, let's just calm down. I'm sure everything's fine! Rainbow will be back any-"

"RUN!!! RUN AWAY!!!"

Came the shrill shrieks of a chocolate colored mare, her side and face streaked with blood as she came bolting out of the woods. Twilight and the others blinked in surprise as they saw her trip, landing face first in the dirt. It wasn't her tumble that drew shuddering gasps from everypony in the park...but rather...her appearence. She was absolutely covered in blood, three sets of visible claw marks buried in her skin, each mark bleeding profusely. Her ear leaked with blood as well, including her eyes which looked to be darkening themselves. Even her mane and tail were soaked with blood. She twitched and flailed about from her spot on the ground, retching and spitting up globs of thick saliva as many ponies rushed to her aid. Rainbow Dash dropped from the sky, her eyes growing wide as blood started to leak from the chocolate mare's mouth, her body unresponsive to the touches of two mares trying to help her up, her ears not hearing the frantic cries being shouted towards them

"Dear, are you ok!?"

"What happened?! What did this to you?!"

"Is there an animal in there?! Who else was screaming!?"

The fallen mare didn't respond though...only growl. Growl...with a ferocity that nopony could have ever dreamed of hearing before. The mare's breathing was raspy, as if her lungs had been savagely burned and had turned her expelled air into burning ash. The mares helping her up gasped, suddenly backing away as the wounded one gave a violent lurch, ripping herself free from their hold. Twilight could only stutter and whimper as she watched the mare's eyes change...watch as the pearly whites of those once majestic orbs darken and seep with the color of sticky blood, with only a small outline of white running around the edge. Her iris shrank in size as she wheezed and hissed for air, the eye turning...and staring right at Twilight herself.

A mare, apparently a friend of the bloodied one, gently whispered "C...Coco? Honey are you ok?" The mare, Coco, turned her head sharply towards the mare who spoke, her lungs heaving for air and her drool of blood spittering down her chin and neck. Before anypony could blink...before anypony could breathe...Coco lunged upon her friend, knocking her down to the ground and proceeding to savagely beat her with hammering hooves. The mare screamed for help as the other ponies turned tail and fled, screaming as another mare and a colt with similar appearances to Coco came bursting out of the treeline, sprinting with immense speed towards the fleeing crowd.

"Sweet Celestia!" Hollered Applejack, "There's...there's somethin' wrong with em'!"

"Come on, we need to get out of here!" screamed Pinkie, drawing her and her friends to quickly discard their picnic and join the rest of the fleeing ponies back towards town. The only one who stopped...the only pony who dared to stop and look back...was Twilight.

She stared in horror as two of the bloody ponies ganged up on the poor, helpless mare, her cries weakening as the hooves of her assailants brutally stomped and bashed her once beautiful face in. The third, the colt, had managed to catch up to and pounce upon one of the fleeing mares, her wails intensifying as the colt bit down on the back of her neck, ripping at her skin and flesh. A sudden cry had the colt looking up, his bloody eyes watching another mare fleeing and running around the corner of a building. With a quick kick of his hooves, the colt dashed forward, chasing the mare and leaving a spasming mare on the ground.

Twilight felt tears trickle from her eyes as the mare shrieked "I'M ON FIRE!!!! I'M ON FIRE!!! MAMMA!!! MA...MA...HNNNNNG...A....NAAAAAARR!!!!" Her cries quickly turned to savage growls and wheezes as she rapidly rolled on her side, getting up to her hooves and staring towards Twilight. Her eyes were swimming with the color of blood.

No matter how many days passed since then...no matter how many times Twilight remembered the bloodshed and the chaos that followed since then in the streets, or her getting separated from her friends, or the moment when she heard the broadcast across Ponyville that a state of emergency had been declared for their town...telling them to board up their windows and to stay inside. Even after the streets eventually quieted, and ropes were thrown to each house and building in Ponyville, when baskets were hung from these ropes and used to ferry precious supplies from one part of town to the other, along with notes and papers scribbled with the latest rumors and reports, or the day that the news of a wall being built around Ponyville reached the Library, Twilight Sparkle...would never, ever, EVER...forgot those eyes...those beautiful...beautiful...glowing red eyes, and the fear...that tore at her heart.

Twilight opened her eyes slowly, staring at the darkened ceiling of her Library. She stared for the longest time, not moving, barely breathing...just thinking. Thinking about how all this could have happened...why her? Why Ponyville? There were no answers to be had anymore...there were no reasons. What there was...was death. What there were...were the rules. Rule number one...don't go outside...

"Rule number two...," Twilight whispered quietly to herself as she rolled over and got to her hooves "Use the baskets..." She looked up towards the closed window on the second floor, a small wooden rampart running along the wall of the Library. She knew a basket would be waiting there, just beyond that window. She prayed however, that if she opened it...she wouldn't find anymore of 'them' outside as well. It was bad enough that she had made noise and had drawn attention to herself...she didn't her only supply line compromised as well.

She ascended the stairs with a painful limp to her step, her head still throbbing from the earlier impact of her fall. Quietly she moved across the ramparts, and undid the five locks barring her window shut. With delicate hooves, she opened the window up a tiny crack, darkness meeting her eyes. It was nighttime outside, the cool air gently fanning at her messy mane and her weary eyes. Just as she predicted, a straw basket hung from the rope and pulley just outside her window, a bushel of apples and a note resting in its comforting hold. She brought the basket in quietly and tipped the contents into a small bin sitting near the window, putting the basket back outside and on the pulley. After she ran the basket back towards the house across the street, she picked up the note and squinted her eyes, picking up the words despite the darkness and reading.

Twilight felt tears glimmer in her eyes...but kept her same emotionless expression. She dropped the note in the bin and picked it up carefully with balanced teeth and hooves, placing it firmly on her back. With delicate balance, she moved back towards the stairs, being EXTRA careful not to have another fall. As she walked towards her kitchen, she thought about Junebug...remember how she apologized for Spike on his birthday when he tried to get her to fork over the flowers she had been picking. She even remembered when they had talked that one day about wildflowers when the flower mare came to check out a book about gardening...the same book Twilight had read only the previous night in her closet.

She kept Junebug close to her heart and mind as she placed the bin on the kitchen table...

She kept her along with the other ponies there in the comfort of her mind...remembering the good times.

The times before the incident...the times that she could only remember now as a thing of a past...and no longer the future...

A memory.