He used to tell me about the stars. When his inner poet would rise up amongst the rugged 'I could give a damn' attitude. He'd lose himself in a conversation with more words than he would have spoken in weeks to anyone else but me. It was a privilege that I allowed myself to soak in.

He said being closer to the sky allowed him to see nighttime in a totally different fashion. Rather than just little patches of black between the clouds. He'd throw a hoof up in a curve and explain that the sky looked like this black, or even dark navy blue blanket, with these little bright sparkly lights dotted all through it.

He'd then look outside with an almost wishful expression. He would try to explain that sometimes he thought that you could keep flying up into that night sky and it would just go on forever.

"It's like, you could leave everything behind."

I had closed my eyes on my descent through the cloud barrier. Even with Spot Light's muffled giggling coming from somewhere to my left I was still able to take a chance to enjoy the feeling of free-fall. The dampness of the surrounding air cooling me off, right up until that very last few seconds.

It wasn't until those last few seconds when the air suddenly seemed to warm up did we burst through the bottom layer with strings of cloud following in our wake. With my wings fully open and a upwards twist of my primary feathers my body coursed into an upwards curve. Stopping with a few gentle flaps to allow me to hover while I looked around.

Under the cloud layer was like flying through a warm soup compared to above the clouds. Even as high as we were, and through the layers of metal armor, it still seemed uncomfortable.

The ground far below us looked like some sort of rolling planes that had seen far than better days. Buildings were few and far between from only the two I could see with my own eyes, though swirling dust and random debris did obscure a good deal of my vision.

Hundreds of years were not kind below the clouds. Just like we'd been told repeatedly during school. But the random history lessons were soon forgotten when Dust's voice raised above the sound of the wind.

"Alright fillies and colts. Anserini formation, and follow me," he said. Twisting my head around to see him hovering near Whirl, and our two other companions. Spot Light had been amusing herself with slow cartwheels through the air near by, much to Whirl's apparent continued annoyance. His head rolling along with what I was sure mimicked the movement of his eyes when she finally fluttered up to her position behind and to the right of him.

With the other two ponies taking their positions up to Dust's left, I realized I was odd pony out. Shrugging my shoulders and simply getting in line behind Spot Light, she twisted her head around and gave me a playful grin before looking back forwards.

Dust had gave a firm flap of his wings before angling them down and out, winging us on a forwards course that also slowly brought us closer to the ground as we moved. It was a gentle pace that allowed us plenty of time to continue looking about, which me and my younger companions did once we were further away from our starting point.

As we moved in formation, the landscape turned out to be not quite as barren as I originally inspected. Even though the buildings still appeared faintly, the landscape had its ups and downs. There was even what might have been an old railroad track that would have came through this area at some point. Though the only indications of that were broken strips of iron that roughly weaved through the dirt and random ruins.

Far to our right looked to be a small mountain range. Nothing too impressive, but noticeable all the same. I had no name to give them, but seeing as how we were only going to be down here for a limited amount of time I didn't feel the need to ask. I decided to turn my attention back forwards in hopes I could figure out our destination beforehand.

Eventually, a group of more clustered buildings were brought to our attention when Dust gave a firmer dip of his wings towards the location. While we curved around to come in for a landing I was able to spot a sign that was still mostly intact, which apparently became our landing point.

Feathers were curved back and swept open as we all deadened our speed and finally with a few quick flutters our hooves touched real ground, landing right beside the sign I had seen before. Looking it over I could see that it was still mostly readable.

"WELCOME to Poppy Fields! Dont forget to visit Neighagra Falls!" Spread across what might have been a field of little flowers. In the right corner stood a mountain with water coming off of it, though that half of the image had been ripped into by a portion of the sign having rusted completely away.

Tilting my head I looked beyond the sign at the few ruins of what may have been a small town. There were large open areas between most of the buildings, a torn in half bench here, a long dried up fountain there. Outside a once three-story, now two story building, was a little play area with missing swings and a seesaw that had seen-saw its last days.

I would have liked to think maybe I'd soaked up some random radiation on the way down for my brain to have come up with that dry humor. But alas, nothing on my forwards display was showing anything as of yet.

"Alright...now for that quick soil sample," I overheard Whirl grumble from beyond my distraction. Turning about to see him head down in the dirt while using his wing feathers to scoop some into the vial he held between his teeth. His helmet hanging from his side, while the same wing was used to pop the top back on.

"And the rest of you are going to get us some water," called Dust as he trotted to each of us in turn. Pulling out small stringed vials from his bag that he looped over a wing so we would not have to remove our helmets. Good thing we could use the appendages for more than just flying.

Spot Light was twirling hers around a single primary feather looking bored while Dust continued.

"There should be plenty of different places in this ghost town you can grab some water from. Otherwise, take a look around. See if you find anything even remotely interesting. Just don't go taking off anywhere, and we will meet back up here in about an hour. That clear with everyone?" Even though I still had this uneasy feeling I gave my nod, along with the rest of my party. "Oh, and no cheating with bottled water!" he added.

The ponies that I had decided to call 'Zipper' and 'Baby Blue' turned together and headed down the middle of the road, already re-starting up some sort of argument between the two of them while Spot Light decided to give a small 'woop!' under her breath and take a few flaps up the nearest roof and out of sight.

"So you two will be staying here and waiting then?" I mentioned while turning my attention back to Dust and Whirl. Dust nodding his head while Whirl threw a hoof towards the town.

"This assignment is mainly for you ponies' experience," said Whirl. "So go on, nothing to worry about." I might not have been an entirely genius pony, but I was glad that my helmet was currently hiding my raised brow at that last sentence. But, who was I to say anything against a superior...

With a disgruntled sigh I turned down the same road Zipper and her companion had went down. They were a good deal further down the road looking from building to building like they couldn't make up their minds. Spot Light was nowhere that I could see, so that gave me technically first choice.

The very first building turned out to be a small souvenir shop. The front of the building had once been made of glass, for that was now all broken and it was more then easy enough to see the entirety of the shop from the outside. Long empty cabinets with entirely faded posters on the walls.

Stepping inside caused broken glass to crinkle under my armored hooves as I stepped behind the still intact counter and looked into an open doorway that had "Emp oy es On y" written over the front.

More cabinets in the back room, though these still held little random objects. Little row of ashtrays, random tin cans, empty "Sparkle-Cola!" bottles according to the labels that hadn't peeled off yet, and....ah-ha!

I was in luck that the employee's room had a small sink towards the back. Though sadly once I'd trotted over to it and twisted the handle to on, nothing came out except a soft 'hiss' of empty pipe-air. Well it wasn't like the town was going to make this any easier.

*Thump*

Blinking, I looked up at the ceiling at the sound of the noise. Feeling lucky that my helmet kept the falling dust from raining into my eyes. Something fairly heavy had fallen on the roof it sounded like. I hadn't really been paying attention to my EFS up to this point with being distracted in my surroundings, but I quickly noticed Whirl's yellow bar through the ceiling above me. I guess he had decided to patrol with us around the town after all.

Making my way out of the building I turned my gaze up and indeed saw Whirl standing on the edge of the building, turning his gaze instantly towards me as I stepped out into the middle of the road. I stopped for the moment to peer back, before turning my head towards the deeper part of the small town to see 'Zipper' and 'Baby Blue's' bars show up faintly in a large church-like structure down the street.

Across the street from them, looked like what might have been another yellow bar. Except this one was even fainter with no name above it. Guessing it was possibly Spot Light being too far enough for my helmet's EFS to read I turned away and ignored Whirl continuing to watch me from the shop's roof. The hotel was my next most promising place to explore.

The hotel had fared a little better then the souvenir shop. It might have been missing one of its double doors, with the other hanging off a single henge, but it was obvious at some point they'd been well made. Inside the lobby might have held carpet at some point, but by now it was nothing but a stone floor with fuzzy patches here and there.

Once inside the soft crackle of electricity almost made me jump. In the corner was a Sparkle-Cola machine, that apparently still had some sort of power running to it. The front of the machine flickered even through the layers of dust that clung to it.

Deciding to ignore the fact that it seemed highly illogical that any machine would still be running on any sort of power source out here in the middle of Equestria-forsaken no where, I made my way towards the back. Around the stairs that headed up, past the front desk counter, and down a small hallway littered with random trash was the public bathrooms. Pushing the door open I was finally in luck to hear the soft dripping sound of my goal.

Thankfully enough, the water was also not dripping out of a 200-year old toilet. The very back sink had cracked in half at some point, the faucet though was still intact and just barely dripping a cloudy water onto the broken half of porcelain on the floor. Pulling the vial forwards with a wing I realized I had to pop off my helmet for a moment to actually unstop the vial.

Doing so was a slight relief, taking a few seconds to shake my mane out and take a nice deep breath of air that I instantly regretted as I started to cough. Which of course just caused even more dust to enter the air.

Grumbling, I unstopped the vial with my teeth and trotted to the broken sink. As I slipped the vial under the droplets I noticed a faint clicking coming from the inside of my helmet, guessing the water was slightly radioactive.

"That should do us just fine."

Twisting quickly around at the sound, I saw Whirl standing in the now open doorway. I caught him looking at my helmet which I had also hung from my side while collecting the water sample. He had a very non-expressionless face as he turned and trotted back out to the main hallway as if he expected me to follow.

Quickly putting the stopper back into the now full vial, and completely forgetting to re-helmet myself, I stepped out to find him standing and waiting for me in the main lobby.

"Why don't we take a peek upstairs while we are here?" Whirl said as he moved to the stairs and carefully hoofed himself upwards. I made my way behind him as he moved upwards without replying even though I didn't really feel any need as to why we should, but again that wasn't really my place to say.

Down one right hallway, and to left down another, brought us to the back of the building where there had been put an outdoor balcony that was still intact. The stone seemed to last far longer in these places, and was still pretty sturdy as we went outside past the broken glass doors. I stepped past Whirl to get a better look and stopped near the edge.

"Not a very pretty sight, I'd much rather be in the clouds." Whirl mentioned behind me and I simply nodded, listening to how quiet it seemed outside. All I could hear was the wind for the most part, and that thought was quickly turning me uneasy.

"I am going to have to apologize..." Whirl continued speaking behind me, slightly muffled, and that caught me off guard.

"What do you....ARGHH!"

PAIN. Never in my life had I yet to feel that much sudden pain in a single spot. My lower neck was nothing but white agony and I instantly crumpled to my side. My limbs were refusing to work correctly as I twitched and was just barely able to see Whirl still standing where he had been. The muffled speaking had been from a long metal bar he held between his teeth, one end sparkled like a live wire.

"They told me this had been made to be painless, but you didn't put your helmet back on..." Whirl trailed off as he stepped closer to me. I would have reacted even with my body still attempting to regain control, but my brain was too startled to even put two and two together. "At least your the last one and this should be over with..." He raised his head, pointing the electrified end of the metal rod at me, speaking around the metal. "Don't worry. Its for a good cause."

I didn't want to see that thing stabbing me again. I tightly closed my eyes and simply waited, hearing him prepare to end whatever this was...

Only to hear his body thud and skid across the stone balcony with a metallic screech before falling off the edge onto the ground below. I opened my eyes just in time to see a cloud of dust rise up from below the balcony, followed with some groan-filled curses.

Next thing I knew I was being dragged by my tail back towards the building. My body had recovered enough from both literal and figurative shock to raise my head and look. I was being dragged by what looked like a cloth-rag wearing pony with a cloak of the same material, wearing a gas mask that had the lower half ripped away.

The pony had a mouthful of a metal section of my tail-guard and was dragging me back inside the building where I was then dumped against the wall, rather roughly I might add.

At this point I tried standing, I was about half way up before I hissed loudly in continued pain. My shoulder blades felt like they were on fire and I couldn't even raise either one of my wings. It also didn't help that the ragged pony quickly placed their hoof against the side of my neck and pressed me back down against the floor. That creepy half-mask wearing head was brought inches from my face, and teeth were bared.

"Don't. Move. Again."

The voice was deep, but very obviously feminine at the same time. Through the scratched goggles I could see two brown eyes narrowing at me hatefully. It was also at that moment that I saw a long jagged blade attached to her side, slightly covered up by the rags she wore, so best not to argue. I was then quickly ignored as she moved to my side, and using her hooves I could feel her scrambling against the novasurge rifle.

She finally got it unhooked with a series of clicks. Suddenly standing to her back hooves as she held the rifle upright against the floor. It was a bit of a strange sight to see her 'standing', twisting the energy cartridge out and tossing it while also grabbing at her side to pull another cartridge from whatever bag she may have under those rags. It was clicked into place, with her falling back onto all four hooves, just as I heard the sound of wings back outside.

Instead of Whirl though, it was Dust. Helmet still on and tilting his head to the side as he stared at the two of us in the hallway. I am sure he would have looked surprised if I could have actually seen his face.

"What in the world happened..?" Dust said in what appeared to be genuine concern.

I was just about to answer, when suddenly from the edge of the balcony came Whirl, twisting in mid-air with a curve of his wings and bucking both hind legs into the side of Dust's head. He hadn't even had a chance to react.

Whirl stood over him, using both front hooves to hold him down once he'd fallen. He was gasping in quick rapid breaths as if the whole action had completely winded him.

"You weren't supposed to see this..." Whirl's face masked into a flicker of pain for a few seconds as he growled under his breath, though it quickly changed when he glared hatefully down at his late-friend afterwards.

"Whirligig...what? Why?" Dust drew his head up as he looked up at what had been his friend. He tried to fight his way back up, but the blow to his head had hurt, and Whirl was easily able to hold him down with his body weight.

"DON'T CALL ME THAT," Whirl screeched suddenly. "I hate my name! And you weren't supposed to see this! We were going to go home and we wouldn't have to worry about any of this anymore!"

"What the hell are you talking about?!" Was the last question Dust was able to get out before Whirl reared up and slammed both front hooves down. I could hear the metal nearly crack under the blow, but it was Whirl twisting his head to draw the metal bar from his side that I knew this was going to end badly.

The rag-wearing pony stepped a little closer to my side as she watched silently. She had not made any sort of move to stop them during the entire ordeal.

Whirl thrust his head down, aiming the sparking end of the rod to the base of Dust's helmet. He didn't even cry out, as a flicker of electricity swept over his metal in-cased head. His body twitched violently under Whirl's hooves, and then he suddenly lay still. The only sound was a frantic few last beeps coming from the inside of his helmet before those died away along with their suit's owner.

"He wasn't going to know, It was going to be an accident...a flaw in the old suits...it was going to be tragic..." Whirl seemed to be saying to himself as he dropped the still sparking rod, where it rolled off the side of the balcony. He then turned to us, lifting both his wings and pointing the barrels of his own rifles towards us. "I'm doing this for her...and for the rest of us..."

Whoever he was attempting to talk to, it wasn't us anymore. His mane stuck out in all directions from the fall, covered in dirt, and with a crazed look in both dark purple eyes. Suddenly the rag-covered mare in front of me drew back up to her hind legs again, holding the rifle in her front hooves. With one brilliant blast of neon-green she had aimed and fired.

Whirl would have been a pile of green goo, but at the very last second he was able to twist his body to the side and expertly twirl himself out of harm's way and back into the air with a single flap of his wings. He looked surprised for a few moments, but with another shot from the rifle from the unknown mare, he flipped himself to the side and took a shot of his own, which landed about a foot in front of us with a spray of rocks.

He might be very agile, as his prissy name implied. But the mare was still a far better shot.

Which she showed by aiming once more, this third shot he was just barely able to twist out of the way from. When the very end of his mane caught fire he hissed loudly.

"Screw this!" We heard Whirl growl under his breath. Using both hooves to try to put his mane out he also curved up and above the roof of the hotel out of our sight. The mare quickly darted out onto the balcony, drew herself up to her hind hooves again, aiming and firing off a few quick blasts into the air beyond my range of vision, as I was still laid up in the hallway.

She then let her body fall back forwards, landing while still holding the rifle with one hoof as she quietly looked off into the distance above the building. All this time I'd simply laid there in pain, but now I got a good look of Dust's armor-clad body laying silently near the edge of the balcony. The mare also took a moment to look over at him before stepping back inside with me.

"I have got to...UGH!" I tried to explain before she suddenly pushed me back onto the floor again. "Will somepony let me finish a fucking sentence for once?!" I yelled at her in a fog of further renewed discomfort.

"....Fine," she said after a moment of staring at me through that mask of hers.

"What the flying fuck just happened, and who the hell are you?" I snapped at her. Pain didn't put me in a polite mood.

And apparently that tone of voice wasn't appreciated as she turned and I got a quick buck to the side of my head with her right hind hoof. My head dropped to the floor just as sparkles started popping up, and my vision beginning to go blurry.

"Karma," The mare said quietly as I was just barely able to notice her stepping to my side. It sounded like she was un-doing some of that make-shift armor of hers, but by that point my vision had completely blacked out with the closing of my eyes against the oncoming lack of consciousness.

"...you might have noticed, I'm a bit of a bitch."

Author's Note

(Fallout Equestria: TQF Wiki Article)

Geese are waterfowl belonging to the tribe Anserini of the family Anatidae. - From Wikipedia.
I'm sure its not hard to guess the formation with that info!

On the nature of pegasi wings: I personally believe that even though I rationalize that the feathers are pretty much of any larger bird, that when it comes to anything other then flying, that pegasi can still use their wings in basically the sense of second appendages. Strong muscles used to twist and turn in certain ways that allows them to carry, hold, touch, (ect) in more ways then rather a simple bird could do.

My thoughts on this chapter: Ive struggled the past week or two trying to figure out how I was going to make this plan out. I had plenty of ideas involving the group getting into fights with ghouls, maybe a band of rogue raiders, ect. But in the end I figured it was pulling away from the general idea that I wanted to go with. So you get a nice big spoonful of betrayal. And a little bit of shooting. I really wanted something to shoot at.

Again, please don't be too over critical. I'm sure eventually whenever I get a few chapters down I will be going back and re-writing some parts. But in the mean time I am doing the best I can between work. Thank you to the few of you who read the earlier chapter.