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Gwen stared out the window, watching the endless grey landscape as the car made its way down the desolate road.

"It's so bleak out here," Gwen sighed to Aaron.

"It's fall," Aaron replied, turning his head to look at the vixen. "Trust me, the trip is much prettier in the spring."

"If you say so."

The trees lining the road were ugly looking things, bare save for the few shriveled leaves that had hung defiant against the howling winds and icy rains. Away from the road the trees became more abundant, their naked branches stark against the iron grey sky. Here and there they passed a barren field, a dilapidated barn, a half obliterated shed. Gwen sighed to herself. Sunny and seventy-three degrees, she thought, already beginning to miss her home in southern Florida.

"How much further to this festival," she asked.

"We're still another state away," the coyote said. "Why don't you sleep some more? It'll make the trip seem not as long."

"I don't have to sleep," she said, barely uttering the last syllable before a yawn escaped her muzzle.

Another half mile down the road and her eyes were too heavy to keep open and she fell asleep to the rhythmic motions of the car.

She awoke to the bright glow of a neon sign against a darkening sky with the driver seat beside her empty. The fox became alert, craning her neck to see what was around her. She was in the parking lot of a diner with buildings flanking from the left and right as well as behind. Few cars traveled the main road and those that did moved quickly, moving onto side roads or dipping into adjacent alley ways. How long have I been asleep, she thought.

Gwen stretched in her seat, feeling the pops and cracks in her back, and then flipped over the passenger seat visor to look in the mirror. She pushed strands of red hair out of the way to reveal the tattoo on her cheek; a collection of purple lotus blossoms, blooming on the white fur of her face. She was quite happy with it, a fine acquisition that she hoped would attract the attention of the cute girls that were sure to be at the festival in West Virginia.

Where is he?

The fox got out of the car and tried to look through the diner windows for Aaron, but found that they were blackened out. It had gotten colder since she had last been outside and a misting rain gave a sudden chill to everything. She walked toward the diner entrance, her arms crossed and her teeth chattering. Three men were huddled by the door, smoking cigarettes and drinking what Gwen supposed was coffee. They all stopped their conversation to look at her, eying her with a mix of suspicion and disdain. She didn't linger near them long.

It was much warmer and dryer inside the diner with smells of fried foods wafting all around her. Many of the tables were empty, but there were a few customers; a family eating a meal by a darkened window, an older wolf sitting on a high stool with a cup of steaming coffee, and Aaron in front of the counter arguing with a middle-aged lynx.

"What do you mean you can't serve us," Aaron said, put off. "Your sign says nine. It's eight-thirty."

"I'm aware of that, sir," the lynx said, her eyes narrow and her tone impatient. "But we've already finished serving."

"What kind of place stops serving at eight-thirty," Aaron retorted.

"This place," she replied turstly. "If we didn't stop serving all the way until close how could everyone clean the kitchen and get home before nine-thirty?"

"Why does everyone need to be home before nine-thirty?"

The lynx opened her mouth to say something, but stopped and eyed him more closely.

"You're not from around here, are you," the lynx asked.

"No."

"Look, we can't make you anything, but we do have some soup left over."

Aaron sighed.

"Fine," he said, grudgingly. "I'll take two servings of whatever you got."

After the lynx went back into the kitchen, Gwen walked up to Aaron.

"So, why can't we order," the fox asked.

"Fuck if I know," Aaron hissed. "It's just some backwards hick diner."

"Where are we, by the way?"

"Iron Falls," Aaron said. "I was starting to fall asleep at the wheel and I had to pull off somewhere."

"You could have woken me up," Gwen said. "I can drive."

Aaron shrugged.

"The festival isn't for another three days," he said. "We have plenty of time to make it. Besides, I needed to get out of that car."

The lynx returned carrying two containers of hot tomato soup.

Aaron promptly paid her and they both left.

"We'll need to find a place to sleep tonight," Gwen said.

"I saw a motel just a few blocks down the road."

"A nice motel?"

Aaron shrugged again.

They pulled up to a shabby yet homely looking motel, made of brick and mortar. Twenty or so rooms lined the front of it with a main office at the far end.

"Can you pay for the room," Aaron asked. "I got gas and food for tomorrow."

"Sure," Gwen said, getting out of the car.

The main office was brightly lit and warm enough to keep the plants inside alive. Behind the desk sat a young ocelot, a large smile forming on his muzzle as Gwen walked in.

"Hello," he said. "How are you today?"

"Fine," Gwen said quickly. "Can we get a room for the night?"

"I don't see why not," he said. "There are always rooms open."

As Gwen pulled out her cash the door leading to one of the backrooms of the office opened and out walked a older looking cheetah, limping with a cane.

"Ms. Greyson," the ocelot promptly greeted.

"Tom," the cheetah replied. "Tending to some late guests I see."

"Yes, ma'am."

Ms. Greyson hobbled around the desk towards the door.

"Tom," she said.

"Yes, ma'am?"

The cheetah nodded at the clock which was positioned at a quarter after nine.

"Be sure to have our guests tucked away soon," she said.

"Yes ma'am."

It was something about the tone of her voice that made Gwen uneasy.

"Well," she started. "I best be off. I trust you have everything good in hand, Tom?"

"I have everything taken care of," Tom replied.

"Good," she said and started toward the door. "Have a pleasant night, miss."

"You too," Gwen replied.

The rooms were cheap, a fact that Gwen was quite happy with when she noticed her wallet was still bulging with cash.

"You're in room twelve," the ocelot said, handing her the door key.

She took it from him and then paused.

"Can you tell me something," Gwen asked.

"Yes?"

"Why is everyone in this town so eager to be in before it gets late?"

"What do you mean," Tom asked with a short chuckle.

"Well, we were at the diner earlier and the people working there wouldn't serve us because it was too close to closing."

"I don't know," Tom replied. "Mrs. Collins is an odd person in general. She probably didn't want to be caught out in this weather too late. It's suppose to get worse tonight."

Gwen nodded.

"Have a good night," Tom said, smiling.

"Good night," Gwen replied and left the office.

The rain had grown heavier in the short time she had been paying for their room, coming down in fat, frigid drops. Aaron stood under roof, leaning beside one of the doors with both containers of soup. She jingled the keys to get his attention and unlocked the twelfth door down from the office.

"Not too bad," the coyote said as he walked into the room. "I've definitely stayed in worse." Gwen jumped onto the bed.

"Soft," she said, burying her face in a pillow.

Aaron found plastic spoons by the sink in the bathroom.

"I'm starving," he said. "I don't think I've eaten since we left."

He pulled the lid off the soup and smelled deeply.

"Delicious."

They ate quickly, abandoning the spoons halfway through and drinking it straight from the container.

"I wish we had some grilled cheese," Gwen said as she wiped her mouth.

Aaron nodded

"With provolone and American cheese," he added.

"Maybe with a little peanut butter--"

They heard it immediately, coming out of the distance; the short, but loud wail of a siren.

"What was that," Gwen asked, leaning to look out the window."

"It sounded like a civil defense siren," Aaron said. "Probably from the fire station."

Gwen grimaced.

"I wonder why they're sounding it?"

She turned and looked at the clock by the bed which read nine-thirty in large red numbers. She returned to her soup as an ominous feeling washed over her.

Before too long the containers were both empty and the fox and the coyote reclined on the bed, flipping through channels on the television.

"I'm thirsty," Aaron said after a while.

"There's plastic cups by the sink," Gwen pointed out.

"I want something other than water," he said as he got up and stretched. "There's a vending machine by the office isn't there?"

"I think I saw one."

Aaron put on the coat he had been wearing.

"I'll be right back."

Gwen looked at the clock: nine-fifty.

"Okay," she said a little reluctantly.

Aaron opened the door and the wind burst in, bringing with it icy rain and flakes of snow.

"Damn," he said. "It's gotten super cold."

He shut the door behind him, leaving the vixen alone.

She turned back to the T.V and flipped through the channels. The local stations were the only thing that came in clearly, but nothing good was on them. Apart of her wished that she hadn't fallen asleep in the car so she wouldn't be so wide awake and bored with herself. I wish I was still into guys, she thought, at least that would give me something to do.

Gwen got off the bed and headed toward the bathroom. Maybe I'll take a shower. That hot water is sure to make me sleepy again. But as she took her first step on the tile floor there came a scream from outside, echoing over the storm. She whirled around to face the direction of the door and heard it again, louder this time. Aaron!

She tore open the door and dove out into the wind and the rain and the snow, looking around for the coyote.

"Aaron!," she yelled.

When she heard nothing, the fox ran down the length of the motel toward the office and the vending machine. She put an arm up to shield her eyes from the rain and shouted his name again.

"Gwen!," she heard him yell, and she saw him pressed up against the vending machine, staring terrified at something in front of him.

She ran towards him.

"Aaron! Aaron, what is it--"

In the darkness she saw it, a silhouette, large and imposing with two eyes that glowed like blue flame. She stopped in her tracks, overwhelmed by the sight of it.

"Aaron..."

The thing took a large step and then strode toward the pair. Gwen was about to yell out when the door to the office opened.

"Get in here," the ocelot said, his eyes wide and full of fear. "Get in here now!"

Without hesitating the two lunged past Tom and into the office.

"Go behind the desk," he hissed. "Get under it. Get out of sight!"

The two did as they were told and hid huddled against one another under the service desk. Then Tom opened the door

"Hello," Gwen heard Tom say with a shaky voice.

The voice that replied was nothing Gwen had ever heard before, a deep, unique tone that made her shutter in fear.

"The two inside have broken curfew," it said. "Punishment is death on sight."

"Look," Tom said, "they're strangers. They don't know what's going on."

"All law breakers are to punished by order of Reverend Smith."

"There has to be some sort of reprieve," the ocelot pleaded. "They didn't know--"

"Do you not intend to give them up?"

Tom's silence made Gwen bite her lip in fear, not knowing if he was going to turn them over to whatever that was outside.

"You have one hour," the thing said and Gwen heard it step back into the storm.

She peaked over the desk just as Tom drew the curtains over the door and windows closed.

"What-What was that," Aaron stammered.

Tom turned around, his eyes as wide as saucers. Sweat glistened on his brow and he looked as though he was about to pass out.

"I--I don't know where-- to even begin," Tom replied with a meek smile.

Gwen got to her feet and went around the desk towards the window to look outside.

"Don't," Tom said. "Just, don't."

The fox backed away. She hadn't the faintest idea what was going on and her thoughts were racing with with terror and confusion.

"Why does it want us," Aaron asked, his voice shaking.

"Because you broke curfew," Tom said.

"What," Aaron shouted. "What do you mean? What is that thing out there!?"

Tom let a sigh escape through pursed lips.

"It's a hard thing for me to explain--"

"Then make it easy," Aaron snarled.

"Okay, okay," Tom said, taking a seat on the desk. "That thing out there, it's... it's like a... a... machine, but not a machine. Do you know what I'm saying?"

"No," Gwen answered bluntly. "What do you mean, a machine? Who built it?"

Tom paused for a moment.

"No one built it," Tom began slowly. "At least, no one around here."

The clock chimed as it struck ten and Gwen felt an overwhelming dread come over her.

"Is it still out there," she asked.

"Yes," Tom replied. "What'll it do when our hour is up?"

"It'll come in here and... and it'll kill you."

Gwen's breath was sharp and her eyes were wide and manic.

"Why?"

Tom was silent, looking down at his lap.

"Why?" Aaron added, more forcefully.

The ocelot took a deep breath.

"Over a hundred years ago," he started slowly, "this was all farm land and deep forest, and very few people lived here. Then they found coal in the hills to the north and iron in the lands to the south. So they built this town, Iron Falls, right in the middle to provide a place for the miners and workers to live and a place to smelt iron into steel. Thousands of people came from all over looking for work, but for every one hard working man there were another two thieves, rapists, or murderers running around the streets."

"What does that have to do with this," Aaron asked.

"I'm getting to that," Tom answered curtly. "Anyways, it got pretty bad. There was rampant corruption in the factories and in the mines with unsafe working conditions and embezzlement. There were murders every night, and people began running brothels out of their homes. Then organized crime came in and things really went to shit. So you can probably imagine that this didn't set well with Morrin Smith, the town's reverend. A very authoritative and orderly man from what I hear, he made many enemies in his attempts to clean up Iron Falls."

The wind outside was growing more fierce, buffeting the door and flinging snow and ice pellets against the glass.

"Now, the stories I hear are sketchy about this part, but from what I understand, Reverend Smith was out in the woods doing... something, praying maybe, I don't know, but something came out of the sky and crashed near him. He ran to rim of the crater it had left and found the thing you saw outside."

Gwen was speechless. She couldn't believe what she was hearing. It was all so crazy and farfetched. Then she looked up at the clock. A quarter past ten, less than an hour.

"A couple of days later he came back into town with it and showed it off to his congregation. He said that God had blessed the righteous with a fearsome guardian angel to defend and protect them. He also said that things would be different from that day and they were. For some reason the thing listened only to Morrin and took his commands without question. It probably had something to do with the crash."

"Then what happened?" Aaron asked.

"The reverend delivered on his promise. The corruption in the factories and mines ended when they found all the managers and owners decapitated at their desks and in their homes. All the brothels were burned down, all the saloons were smashed. A curfew was set for nine-thirty at night. Anyone found outside after curfew was killed, criminal or otherwise. And things were safer, depending on how you looked at things."

"What about the police," Gwen asked. "Couldn't they stop the thing."

Tom shook his head.

"It can't be killed," he said. "At least not with a knife or a gun. Anyone who tried to stop it met a very unfortunate end."

"What about people coming from outside, like us," Aaron pointed out. "How come I've never heard of any of this."

"Rambling crazies don't get very far in this world," Tom explained. "Especially back then. Now, as time progressed the good reverend got it into his head that he could make a perfect, God fearing society with his ever obedient servant always on hand. I'd like to think he had best intentions in mind when he started, but eventually he went a little mad with power."

"How so," asked Gwen.

"Well, first he had the mayor of Iron Falls murdered and installed one of his friends to the position, all the while pulling his strings from behind scenes. Then, when the police chief spoke out against him, the reverend had he and his whole family killed, burning their house down and had that thing cut down all those who tried to escape. After that he addressed the problem of how small his church was now that Sunday mass was now mandatory requirement and ordered every able bodied man to build a new church on the edge of town. A lot of planning went into it. It was supposed to be the grandest building in the county if not the state. The reverend even ordered that women turn over their gold and silver jewelry so it could melted down and built into the church. You can still see it from County Road thirty-two, half finished."

"Half finished?" Gwen inquired.

"It's a full time job building a perfect community," Tom said. "So much so that he didn't have time to mind his health. He died sometime in winter, a heart attack I think, or was it tuberculosis?"

"If he's dead," Aaron asked, confused. "Then why is that thing still out there following his orders?"

Tom frowned.

"The thing... you see it doesn't really have a concept of death, at least not our concept. It knows that if it kills something it's not going to bother anyone anymore, but it doesn't really realize that, that person is gone forever. It just doesn't get it. That thing still believes that Reverend Smith is still a conscious being, even though his bones are nothing but dust now. Whether the creatures that built it have no concept of death or if it was just too badly damaged in the crash no one can say." Gwen looked up at the clock. Time was fast running out.

"So there's no way to kill it," Aaron asked.

"Not that I know of."

"There must be something we can do," Gwen pleaded.

Tom got up and went to the window and pushed one of the curtains back just slightly.

"It's still out there," Tom said. "And it won't be going anywhere until your hour is up. We can't kill it, but maybe we could fool it."

"How?" Gwen asked.

Tom backed away from the window and huddled close to the two.

"Listen closely," he said in a whisper. "I'll run out and say that I'm giving you up, but you're trying to make an escape out the back. When I draw the thing away run for your car and follow the main road all the way out of town. You'll know you've made it when you reach the little bridge. Okay?"

Gwen and Aaron nodded, their hearts in their throats.

"Okay."

Tom took a deep breath and opened the door.

"Hey," he shouted over the storm. "Hey! They're trying to get away! They're going out the back door! Come on!"

Tom disappeared out into the snow and then they heard the thing's massive footsteps treading after him.

"Ready?" Aaron said.

"Yeah."

"Come on."

They bolted out of the office, the wind and the snow driving into them as they bounded furiously toward their car.

"Hurry up," Gwen said as Aaron frantically dug into his pockets for the car keys.

He unlocked the door and they both jumped inside.

"Start it, start it," Gwen hissed manically.

Aaron shoved the key in and turned it hard, bringing the car to life with a grumbling shutter.

"Hey, wait, they're going this way," they heard Tom's voice scream out.

Then they saw the creature with its monstrous form and glowing blue eyes charge through the darkness after them.

"Go!"

Aaron peeled out of the parking lot and onto the snow covered road.

"It's too slick," Aaron shouted as they felt themselves sliding. "I can't drive very fast."

Gwen turned around to see the thing running quickly after them.

"You've got to," she yelled. "Come on!"

Aaron aimed the car down the road and pressed on the gas, keeping it as steady as possible.

"You got to go faster, Aaron!"

"I'm trying!"

"It's right behind us!"

"I'm fucking trying!"

They flew down the semi-lit road, kicking up a cloud of snow and ice behind them. Then they saw it, the bridge Tom had told them about.

"We're almost there," Gwen said.

The creature was almost on them, losing none of its speed to the snow.

"Come on," Aaron hissed through clenched teeth. "Come on."

The thing reached out an arm to grab hold of the car just as they tore across the bridge.

"We made i--"

The car slid on a patch of ice just coming off the bridge and they spun into a telephone pole. The passenger door bowed inward and the glass was filled with a million different cracks.

"Are you okay," Aaron cried.

"Yeah, I'm okay."

The car was still running and so Aaron put the car in reverse and swung out and away from the telephone pole. As he did, the headlights flashed over the bridge and a scream became caught in Gwen's throat. There, standing at the very edge of the bridge was the creature.

She understood now what Tom had meant by it being a machine, but not at the same time. It had black skin like a reptile with hexagonal scales and sharp metal spines that poked through the flesh along the arms. It had a long, slender snout, but with no visible mouth or nose and its eyes glowed in large, deep sockets. It had five fingers on each hand like a man, but each was tipped with long needles. On one of its wrists there was a large blade, smooth and surgical, gleaming in the headlights. It glared at them, unable to pass beyond the boundaries of the town it was suppose to guard. Without saying a word Aaron turned the car around and drove quickly into the darkness, away from Iron Falls.