Disclaimer: I do not own DBZ.

A/N - This is an AU Pan/Vegeta and Trunks/Goten fic set in an apocalyptic world. The majority of people on Earth have been killed, with the exception of a small band of surviving humans who are led by the remainder of the Z gang - Vegeta, Trunks, Pan, Android 18 and Goten.

They fight against 'The Fallen', an enemy which has come from the stars and defeated Earth's Special Forces in battle time and again by sheer numbers. Now in this down trodden world the final battle will be fought and the fate of human kind and Saiyan kind alike will be decided.

This fic is a co-write between Vegeta Goddess and VGChaos!

~*~

The stars. Pinpoints of light and beauty amongst the vast, inky blanket of space. Silent sentinels against the darkness, and the representation of safety, comfort and faith against shadow and evil for all those in need.

But for some the stars were not soothing. Nor were they protection. They were bringers of death and destruction. Their luminescent quality merely a mask to cover their malevolence.

For others, those wiser than most, the stars were both, and neither. It was thought among these learned few, that if the stars could talk, they would describe themselves as entities that are; not good, not evil, just there.

A presence confident in the fact that no matter how many wars are fought, civilizations lost, and planets destroyed, they would endure. And if the time came when there were no beings left in the universe, no more pain, no more destruction, the stars would still be there. Watching.

But until that day, wars would continue to be fought all over the wide expanse of the galaxy. Heroes and villains journeying from the stars, and each battle would be ferocious enough to make the universe shudder violently. Though none would be as fierce or as brutal than the battle for Earth and her people.

This planet was no stranger to the anger and violence of war. Its history was based upon the very foundations of such things, history written by the victors of each battle. But no conflict remembered by this planet had been or would ever be as devastating as what was to come.

There had been villains the like of which had never been seen anywhere else in the universe. For the Earth was protected. Protected by the best, and as a result of this no other place or population had needed to see that sort of devilry.

Because the defenders of Earth always triumphed. Even when all seemed lost, even when those who sheltered this world were decreased in number and morale, that's when they would conquer.

No longer.

Now was the real test. Now the history of the universe, and this planet, would be changed. Because something was coming. The ultimate villains were on their way, their sights fixed on the unsuspecting home of humans. No language in the galaxy would have a word for the immensity of evil Earth would be up against.

They would appear with no warning, take all they wanted, and show no mercy.

They were coming from the stars.

And this time, the Earth would burn.

~*~

Pan ducked down behind a slab of concrete that lay in the center of the road and put a hand to her mouth to muffle the scream that was trying to work its way out of her throat.

They were dead…the members of her squad were all dead. Those things had slaughtered them and there had been nothing she could do about it.

Nothing.

Pan blinked away tears and stared straight ahead, straining to hear the sounds of any enemies that might have followed her. She had to be strong now; she couldn't afford to let her grief overcome her common sense.

She had to survive now to tell the others.

A series of insect-like clicks alerted Pan that she had indeed been followed. Closing her eyes tightly, the sheer terror that she had been straining to contain burst free of her and she began to shake.

They were coming…

~*~

The sun was going down, sending rays of red and gold over a seemingly abandoned airfield ten miles west of South City. The shadows made by the hundred or so hangars gave it a gloomy, desolate feel.

Despite its appearance, the airfield was full of commotion. Out of the many figures scurrying around, one stood out for no reason anyone could decipher. He was young, around 26 years of age. Very attractive, with lilac colored hair, expressive blue eyes, and a slim, toned body.

But it was his aura that made him different. He emanated strength and confidence, a sense that he expected all his orders to be obeyed without question. His friends knew him as Trunks; others knew him as one of the leaders of the resistance, and the manager of the breeding program.

Although at the moment he seemed more frustrated and worried, than confident. He ran a hand through his hair, his blue eyes flicking around the complex, searching for a familiar black haired girl.

Trunks grabbed the first man he saw enter the hangar doorway. "Have you seen Pan?"

"No, Sir." The man pushed past Trunks and hurried away, glancing back over his shoulder at the worked-up demi-Saiyan with an expression of tolerance. Trunks swore under his breath and jogged on, unaware that he had asked the very same man the very same question not ten minutes ago.

Trunks halted at the next hanger and let out a frustrated breath. He couldn't shake the feeling that something was seriously wrong with Pan.

She and her squadron had been due back several hours ago, after going on a food run, and although it was common for squads to occasionally be late returning to the base, they always radioed in to say so.

But Pan hadn't radioed in and Trunks was starting to get worried. The fact that he couldn't feel her ki signal anymore was only adding to his worries. The only reason he could think of that would make Pan lower her ki was if she was hiding or if she was…dying. Neither reason sat well with Trunks.

They couldn't afford to lose Pan; they were short on man-power as it was…and it didn't help that she was a woman, and women were precious in the new order of life.

Men outnumbered women five to one and a breeding program had been enforced to ensure the survival of humankind.

Women, even warriors like Pan who were exempt from the breeding program, were essential to the new order existence. They would ensure the survival of the human race and Pan herself was the best insurance for the Saiyan race's survival - even if she refused to admit it.

"Father!" Trunks saw Vegeta up ahead and he called out, waving his arms as he quickened his pace to catch up with the older Saiyan. "Pan's missing, her squad…"

"Is dead," Vegeta interrupted. "Her entire squadron was annihilated in a battle with several of The Fallen. Pan escaped, but only just. She broke radio contact about fifteen minutes ago because she suspected she was being followed."

"Is she…dead?" Trunks grabbed his father's arm forcing him to stop and look at him. "I have to know if she's dead, father."

"I don't know, I was about to organize a search party so we could find out." Vegeta irritably shook his sons hand off his arm and began to walk again, not bothering to see if Trunks followed him or not.

"I'll come…" Trunks started forward eagerly, unprepared when he father swung back around and barred Trunks way.

"No you won't. I need you to stay here and protect the base. I'm taking Goten with me because it's easier for him to locate her ki due to his blood-tie with her." Vegeta glared into his sons face for several moments, daring him to disobey.

"But, I…" Trunks held out his hands imploringly but Vegeta cut him off.

"But nothing, brat. Stay here and protect your people, Goten and I will find the girl." Vegeta turned back around and continued walking, ignoring his son's protests.

Trunks growled after his father, his fists clenching and unclenching as he struggled to contain his rage.

His father and Goten only wanted Pan for themselves…it was obvious from the way they were always sniffing around her.

Goten would deny it if he were asked, but not Vegeta. Vegeta had on many occasions told Trunks that he wasn't worthy to claim Pan and that even if he were to try to claim her; he didn't think Pan would accept him.

Vegeta had never outright said he wanted Pan for himself, but that didn't mean that he didn't want her.

And Goten, he was always with her, sharing secret drinking parties, and worming his way into her favor. Trunks had never really seen Goten make a move on her, but he knew it was only a matter of time and opportunity. And Goten called himself Trunks' best friend.

Pan was, in her own way, just as bad as Vegeta. She acted as if she were as much a saiyan as his father was. Always spouting off nonsense about not wanting to take a mate until the war was over, or until she found somebody who was worthy of her.

Trunks snorted and turned away from his father's retreating back. He, Trunks Briefs, was worthy of Pan. He could give her the life she wanted. In him she would find no fault; he was the perfect mate for her. He was convinced of that.

But convincing Pan was another matter, altogether.

All she ever did was make excuses that would keep her out of the breeding program, weaseling her way out of any attempts made by the men on the base to seduce her. Granted he wasn't particularly happy about allowing other men to use her as a broodmare, he did care about her, though she'd even turned down Trunks' own attempt to seduce her. She had told him that she didn't want to chance getting pregnant and not being able to fight and protect the base.

The base didn't need her protection; it had plenty of others devoting their time and strength to its survival. She on the other hand needed looking after, and he was the perfect warrior for that. Although guarding her would be a lot easier if she didn't go looking for danger.

Danger like his father. Or more specifically his fathers' libido.

~*~

"You know, you should stop riling Trunks up about the whole Pan thing," Goten shouted to Vegeta over the wind. "It's really getting to him. He thinks you're after Pan now, too."

"The brat is ignorant." Vegeta searched the ground, looking for Pan. "If I wanted the girl as my mate I'd have her already."

Goten laughed. "That's a little arrogant, don't you think? Saiyan prince or not, she'd punch you in the face if you tried anything. She'd think you were trying to 'breed' with her."

Vegeta scowled at Goten. "I can't blame the girl for not wanting to take part in Trunks' little breeding program. I mean, according to Trunks' schedule, she's going to have to have a child by all three of us. Frankly, it's no wonder that she's terrified. What warrior wants to be forced into parenthood?" Vegeta scoffed at the thought.

Goten's eyes were filled with mirth, and he grinned at Vegeta's back. "Maybe she's just waiting for the right saiyan to sweep her off her feet."

Vegeta ignored him; he had spotted something on the street and signaled to Goten that they should drop lower. "She isn't going to sleep with any of us until we can prove ourselves worthy. The girl's just following her Saiyan instincts."

Goten shook his head and was about to add another comment, probably along the lines of saiyan princes being so uptight because they never had hot, meaningless sex, when he realized that what Vegeta had spotted were several bodies lying on the street, bearing the mark of the New Order. He quickly sobered up as he remembered why they were flying over the city when it was almost dark. Now was no time for bantering.

He and Vegeta landed and approached the bodies.

Vegeta crouched down near one and put his hand on the man's chest. Noticing the red marks that looked like windburn around the man's mouth, and the lack of movement from his lungs. He quickly drew it away and stood back up again, motioning for Goten to follow him as he backed away.

"They've been infected." Vegeta glanced up and down what had once been the main street of South City.

"How long until they hatch out of them?" Goten stared warily at the bodies of the men, trying not to imagine what it would feel like to have one of them growing inside of you.

The Fallen did not appear dangerous in their natural state, rather like wisps of white cloud, though they could not survive long in the open without a host body to possess, they were like a disease or a parasite.

All it took was for one of The Fallen to 'kiss' a human or Saiyan and the disease would pass on, infecting the person and slowly turning them into one of The Fallen.

Once you are one of them it is impossible to change back, for the change would completely eradicate all traces of your previous personality, effectively killing the person you once were. Although the bodies of The Fallen looked like humans, they were not.

Unless a human had recently been infected, there was little to no way of knowing who has had contaminated. The only signs were a red rash around the mouth which resembled windburn - and that fades within an hour - and the lack of breathing. The Fallen completely take over the bodily functions of their host, and make it so that breathing and eating are no longer necessary.

"I'd estimate we have an hour until they change, maybe less." Vegeta ran a hand through his hair and glanced up and down the empty street again. "I have a bad feeling. A very, very bad feeling."

Goten nodded, frowning. "Me too…something feels wrong about all of this; we shouldn't have been able to get so close to infected bodies. There should be some of The Fallen guarding them." Goten's eyes flickered nervously in each direction, searching for signs of movement.

"They must have chased after Pan once they infected the men. They're probably trying to hunt her down right now." Vegeta looked worried. "We can't afford to let them infect another Saiyan…it's hard enough fighting off attacks from the others who get infected."

Goten bit his lip, his face showing his pain, as he thought of his brother and sister-in-law. Gohan had been cooking dinner when Videl had come in and 'kissed' him. Pan had walked in on them and thought everything was normal, but when Videl released Gohan and he fell to the floor; she knew.

"The poor girl…she still wakes up sometimes screaming for her mother." Goten shivered and anxiously rubbed his hands together.

"She'll get over it. What worries me is how organized the Fallen are becoming in their attacks. They seem to be singling out individuals who they feel if they infected would benefit them and weaken us. They're not mindlessly attacking us now to build their own numbers; they're strategically taking out our key players." Vegeta looked back at the bodies of the infected men. "Those men were our best raiders, knew every path and alley way of this city, not to mention how much Pan knows. It's amazing really that..."

"There!" Goten grabbed hold of Vegeta's arm and silenced him. "She isn't even hiding her ki signature anymore…can you feel it?"

Vegeta could indeed feel it. Pans' ki was like a beacon shining on the horizon, the brightness of the energy she was giving out signaling that she was powering up. He nodded and led the way down the street, making sure to stay well hidden as they crept ever closer to Pan's rising ki.

A large 'BOOM' reverberated around them and the ground shook forcefully. Several large chunks of debris fell from the buildings around then and crashed to the ground, sending up clouds of dust and small stones.

"Pan." Goten and Vegeta nodded at one another and leapt back into the sky.

If the girl had gotten desperate enough to begin fighting them single-handedly, then she was in more trouble then they'd thought.

~*~

Pan's kamehameha wave had knocked most of The Fallen who were attacking her to the ground, but she knew it wouldn't hold them for long, their shields simply absorbed most of the energy, though the force behind it would stun them for a moment no permanent damage would be done. Though this also prevented those Fallen who could from shooting ki blasts, it was still a major handicap for the New Order.

The faces of the people who had once been humans twisted into undistinguishable masks as The Fallen clicked and buzzed at her, speaking in their own language as they closed in around her.

"I'm not going to be taken, do you understand me, you freaks!" Pan screamed, hoarsely, and shot a ki blast at one who came too near, knocking him into, and through, the window of a building near her.

Around her, The Fallen began to howl eerily and Pan shot another two of them in the head, flying higher and higher to get away from them.

Most of The Fallen couldn't fly…most, but not all.

The Fallen who had infected, Krillin, Bra, Gohan, Videl and Dende were able to fly.

And this time Pan caught sight of Videl and Bra following on her trail. For a moment, the urge to stop and give in almost overwhelmed her. Pan had to physically force herself to keep flying, and not join her parents and best friend.

Abruptly, Pan stopped and fired several rapid ki blasts at Videl and Bra, who hissed like animals and dodged their arms outstretched and fingers curled as hey lunged at her.

Pan hastily dropped down and narrowly avoided them. Below on the ground she could see hoards of The Fallen scuttling across the terrain, keeping pace with her as she tried to fly away form them.

A whistling sound alerted Pan that Bra and Videl were diving towards her. She could picture them in her mind, with their hands stretched out like claws, their eyes wide and hungry and filled with an alien intelligence. Pan closed her eyes and waited for them to hit her…

A ki blast shot past Pan and, for a second, she wondered how The Fallen had learned to shoot ki. Then she heard the sound of Videl shrieking and her mother's body fell past her to the ground, a huge ball of energy forcing her down.

Pan sobbed with relief as she recognized Vegeta and Goten flying between her and the ground. They quickly shot more blasts at Bra, who avoided them; hissing and glaring at the Saiyans as they joined Pan.

"Can we out-fly them?" Pan panted, her heart thundering in her chest as she tried to hide her fear from the others.

Vegeta nodded. "We can out-fly them," he motioned to himself and Goten, "but you're too slow. I'm going to have to carry you."

Before Pan could object, Vegeta pulled her to him and was increasing his speed. Pan swallowed hard as Vegeta accelerated to a speed that she had only dreamt of reaching. Next to them Goten was easily keeping up, he laughed soundlessly at Pan's outraged look over being carried like a child, but his laugh quickly faded as he heard Bra's shriek of annoyance from in the distance.

Vegeta slowed and let go of Pan, who dusted herself off with dignity and a glare for the haughty saiyan prince. "I thought we'd already killed Bra a few weeks ago?"

"She isn't Bra." Vegeta reminded them tensely. "Not anymore."

Goten nodded. "Pan's right, though. I was sure that we killed her. Trunks' almost ripped her in two…is it possible she regenerated?" Goten's dark eyes unfocused slightly as he remembered how distraught and guilty Trunks had felt that night.

Vegeta shrugged, ignoring the callous way Goten referred to his once daughter. "I wouldn't have thought so…but we still don't know enough about them to make any kind of assumption."

"Vegeta?" Pan looked at him, albeit grudgingly. "Thanks for coming out to get me…I don't think I would have been able to get away from them if it weren't for you."

"We can't lose another Saiyan to them." Vegeta looked at her, a slow smirk creeping onto his usually angry looking face. "Besides, you still have to do your part in Trunks' little breeding scheme."

"That," Pan punched Vegeta in the arm, "was not funny." Her voice raised in mock annoyance.

Vegeta sighed mockingly. "But, Pan! You know how important this breeding scheme is to the survival of the race! Of course, if you're still shy about having intercourse with my son, I'd be glad to give you some practice with me." He leered at her and Pan punched him again.

"As tempting as your offer is, I'm still going to have to say no." Pan smirked back at Vegeta and let a curtain of her black hair fall in front of her face, hiding the slight blush which had crept into her cheeks.

Ever since Trunks had begun trying to promote his breeding scheme idea to the other Saiyans, Vegeta had continuously been teasing Pan about being the only Saiyan female. He was forever offering her advice on how to please a Saiyan male, or offering to show her some special 'moves'.

His teasing was a welcomed change to Trunks' constant pressure because, while getting her in bed seemed important to Trunks, Vegeta treated the whole thing like a giant joke.

It was indeed a scary thought that if Pan's fighting skills ever became redundant she would be, under the New Order laws, expected to get pregnant to one of the Saiyan males.

Goten grinned at the two bickering saiyans, jolted out of the memory of comforting Trunks. "That's enough, you two. We should start heading back to base, the sun's almost completely set, and I for one have no reason to be in the city after dark. They closed all the nightclubs, and the service at restaurants has become shoddy since The Fallen assumed management."

Vegeta raised an eyebrow at him. "If that was meant to be a joke, it was a rather weak attempt."

Goten raised an eyebrow mockingly at Vegeta. "If that was meant to be an insult, it was a rather weak attempt." Then he stuck his tongue out at Vegeta.

Pan rolled her eyes at them, "Shut up both of you, and let's go already."

Goten's face lost some of its humour, and he turned back the way they had come. "You two go on ahead, I'll catch up. There's something I have to take care of first."

Vegeta looked in the direction of the city's main street, and nodded. He understood. He'd completely forgotten about Pan's squadron, and the best time to kill one of The Fallen was before they had total control over their host.

Pan looked at the two silent saiyans and crossed her arms. "Like what, exactly?"

"Like your team. And he doesn't have much time so stop distracting him." Vegeta turned away from the city and prepared to fly off. "Now, let's leave, and no more arguing."

He flew off, and Pan turned to look at her uncle, the uncertainty clear on her face. Goten forced himself to grin reassuringly at her, and motioned for her to follow Vegeta. Still worried she turned and flew in the direction of the base. Hoping against hope Goten would be alright.

He was all the family she had left.

She needed him to be there to show her who she was.

~*~

Goten watched his niece fly off with Vegeta, happy to be on his own. Sighing, he turned and began flying back to where he and Vegeta had left Pan's regiment. Those were men he knew, if not personally, by sight. They had risked their lives time and again to bring back food to the New Order.

Fighting hard in times of battle, and laughing in times of rest.

Keeping to the shadows, Goten quickly reached the six men with the blue armband the symbolized the New Order. His eyes narrowed. The street was completely empty; there should have been more of The Fallen here, guarding their new brethren.

Returning his attention to what had once been a group of humans, but still keeping an ear out for enemies, he prepared to do what he had come for. They had found out that to kill one of The Fallen when they are not fully manifested in their victim was simple because their shields are not yet operational, which meant that they were still vulnerable to ki blasts.

It also meant that the human they had infected, the man or woman who could have once been a friend or family member, had not yet died completely. So Goten had the choice of leaving the men to the mercy of The Fallen, where they would eventually become an enemy sent to destroy him and all he sought to protect…

Or he could kill them here and now, while they were still defenseless, not yet in full control of their victim. And in doing so, effectively murder every trace of the people he had once shared food and jokes with.

Goten held out his hand, which began to glow with energy, his face completely devoid of humor for once. He wanted to say a few words, but nothing seemed right. Finally, he hovered a few metres above the ground and destroyed the area holding his comrades.

He didn't stay to make sure they were gone. He already knew there would be no trace of them left. Besides, there would be more of them close by, including his once brother, and he didn't dare take them all on by himself.

Goten swallowed the lump in his throat that always appeared when he thought of his brother. Then he powered up and flew as fast as he could towards the airfield. The face of each man he had just murdered burning on the insides of his eyelids. This time he wouldn't be able to comfort himself as he usually did, by drowning those images with pair of depthless blue eyes. It was too horrific.

This was going to take a hell of a lot of alcohol to forget.

~*~

A/N – Again, this chapter has been co-written between VGChaos and Vegeta Goddess, credit to Vegeta Goddess for putting up with me. Hope you like it.