"What is it?"

Rhiannon pulled back the sheet from Ben's face. The boy did not look well. His face was flushed bright red and his normally bright eyes were dull and even more bloodshot than the day before.

Oh! Dear G.o.d, no.

Emily tried to keep her fear at what she saw from reaching her face as she leaned in closer to check if the boy was even breathing. She placed an ear close to his mouth. Yes, thank you, G.o.d. She breathed a sigh of relief as she felt the gentle wisp of his breath against her ear.

It's probably just a reaction to the shock of losing his father, she thought. Too much upheaval for the poor kid. That's all it is. She didn't like the way those last couple of sentences sounded in her head; they sounded more like a plea than a statement of fact.

Emily knelt down next to the bed and pulled the covers back from the boy's body.

"Are you okay, kiddo?" she asked him.

His T-shirt was soaked in sweat, and beads of perspiration dotted his hairline and forehead. She placed a cool hand against his brow.

Jesus! The kid was burning up.

"My head hurts," he whimpered.

"Rhiannon, go into the big bag for me, and in the pocket on the left side, you'll see a first aid kit. Will you go get it for me, please?" she asked, then added, "And bring some water, too. And a fresh T-shirt."

Ben's sister remained where she was, staring at her brother.

"Rhiannon!" Emily snapped. "Now, please." The kid jumped and then ran to the backpack that Emily had left near the entrance to the room. When she was out of sight, Emily gently turned Ben toward her so she could get a better view of his back.

"Oh, s.h.i.t. Oh no," she whispered. She threw a hand over her mouth before more emotion could escape from it. Overnight the bruise from the creature's attack had spread across both of Ben's shoulders and all the way down to the small of his back. The b.u.mp that had seemed inflamed had thickened and enlarged to a black pustule with thick black streamers of infection running from its center, stretching out across his shoulders and under his left armpit. A second ribbon of engorged veins had spread to his spine, then followed it upward toward the base of his neck.

"Here," said Rhiannon, appearing beside Emily at the door, the plastic first aid kit in one hand and a T-shirt in the other. Emily quickly rolled the boy onto his back before his sister could see the infection tattooed across Ben's back.

"Thanks." She opened up the first aid kit and pulled out a bottle of aspirin. The bottle recommended a single tablet for anyone under the age of twelve. But this wasn't a kid with a headache; this was a child with a major infection. She broke two of the little white tablets into smaller pieces and popped them one at a time into the boy's mouth, followed by a swig of water from the bottle each time.

When Ben had swallowed the last of the aspirin, she took the T-shirt and tore it along its seam into two pieces, then folded one piece into an oblong bandage. She emptied half of a bottle of water over it until it was completely soaked, then laid it across Ben's forehead. The boy moaned, then seemed to relax a little.

"Is he going to be okay?" Rhiannon asked, her voice quieted by concern.

"Yes, of course he is," Emily rea.s.sured her, although she knew it was probably a lie. The kid needed a doctor. But that wasn't going to happen...ever. She felt her guts begin to knot in fear at the thought of caring for this child. She had zero medical training other than some basic first aid. And what this kid had was going to need more than a couple of aspirin and some TLC.

She had to find stronger medication: painkillers and antibiotics.

That meant she had to find a pharmacy, and quickly.

Emily turned to Rhiannon. "Ben's pretty sick, and we're going to need to find him some medication. I'm going to need you to help me look after him, until he's better. Can you do that?"

Rhiannon's eyes got wide. Emily could see the kid was close to breaking apart. First her dad, now her little brother. If Emily wasn't careful here, the kid could implode under the pressure and stress.

"It's okay," Emily said, placing a rea.s.suring hand against Rhia's arm. "All I need you to do is wait here with Ben while I drive and find a pharmacy. You just need to keep that rag on his head wet for him. Turn it every couple of minutes for him. It'll help keep him cool."

Rhiannon nodded, and Emily handed her the half-full bottle of water. "Don't worry about getting water on the floor, and there's more bottled water in my backpack if you need it," she said. "I will not be long," she promised.

And with that she was out the door.

It took her almost an hour to find a pharmacy and a place to refuel-a messy process of siphoning from another vehicle-every moment acutely aware of Ben's condition. Finally, she was racing up the stairs to the second floor of the hotel, barging through the fire door, and sprinting down to the room. Rhiannon was already waiting, peering through the hole in the door left by the escaping creature that had been born there. When she saw it was Emily, she pulled open the door to let her in.

"Good girl. How is he doing?"

Rhiannon looked scared. "He just keeps moaning," she said. "I put the wet rag on his head, but he won't keep still and it keeps falling off."

Emily was already at Ben's side. He looked even paler than he had before. He had kicked the sheets from his body, and Emily could see he had urinated; the sheet beneath him was stained a deep yellow.

Christ. He was in a bad way.

They couldn't stay here; the storm was closing in too fast. But if she moved him, she might make this worse. But she knew she had no choice. She had to get him out of here for all their sakes.

She plucked two of the antibiotics from the plastic bag. "He needs to take one of these every twelve hours. It's going to be your job to remember what time he takes them," she told Rhiannon.

"What are they?"

"Antibiotics. They'll help him fight the...the bug he has." Emily took the boy's lower jaw between her thumb and forefinger-G.o.d, he looked so very pale-and pried his mouth open, slipping a pill onto the back of his tongue followed by a swig of water. Instinctively, the boy swallowed, choking a little as the water went down. She broke one of the Lortabs in half and helped him swallow that, too.

"We have to move him to the car," she told Rhiannon as she placed the thermometer she had picked up at the pharmacy in the boy's mouth. She held Ben's mouth closed until the thing beeped.

"But he's really sick," Rhiannon protested.

s.h.i.t! His temperature was 104. That was not good. "I know, honey, but we have to go. The storm is right on our tail, and if we don't get out of here now, we'll be stuck." She explained all of this as she quickly pulled off the boy's sodden underwear-eliciting an embarra.s.sed yelp from his sister, who quickly turned her back-and gently cleaned him up with a couple of baby wipes. "I'm going to need your help to take as much stuff for me down to the car as you can, because I'm going to carry Ben. Will you do that?"

Rhiannon nodded, still facing away from her brother.

Emily pulled a change of underwear from the boy's bag and quickly slipped them over Ben's feet and pulled them up to his waist. "All right, you can look now," she said, then directed Rhiannon to grab both her backpack and Ben's. "Will you look after Thor for me?" she asked, slipping a pillow from the bed under her arm, then pulling off the comforter, wrapping the boy up in it, and lifting him off the bed. She would need to come back for her backpack once the kids were safely in the waiting SUV.

"Come on, Thor," Rhiannon said to the dog, who had been waiting patiently between the two beds, his eyes never leaving Ben. Now he jumped to his feet and accompanied Rhiannon to the door. The kid opened it and dragged Emily's backpack to the corridor, then held the door open for Emily to slip through, Ben's unconscious form cradled in her arms.

The not-so-distant sound of thunder echoed through the hallway, rattling the windows of every room, as they made their way to the stairwell.

They were quickly running out of time.

Outside the building, the sky was a fiery red; the billowing ma.s.s of clouds enveloped the s.p.a.ce above them as a dry wind began to rustle the trees on the perimeter of the hotel's parking lot.

Rhiannon jogged ahead of Emily to the back of the Durango. "It's open," Emily yelled to the girl, who popped the tailgate up and slipped both backpacks into the SUV. She had to jump to reach the tailgate and pull it back down into place. She ran back to the driver's side and opened the pa.s.senger door, pushing away the trash that had collected on the backseat and pushing the armrest back into the s.p.a.ce between the seats.

Emily gently lowered the boy onto the backseat. She took the pillow from under her arm, raised his head, and slipped it beneath him.

The branches of the trees had begun to sway and rustle. What leaves were left on their branches began to fly into the air one by one as the storm broke over them.

With the kids and Thor in the SUV, Emily sprinted back into the hotel, raced up the stairs to the second floor two steps at a time, and grabbed her backpack before retracing her steps back outside.

Emily jumped into the driver's seat and slammed the door closed behind her. The first drops of watery red liquid had begun to splatter on the pavement just a few feet from them. As she pulled away from the parking lot and out onto the road again, the sound of rain beating against the pavement was all that she could hear.

Almost three and a half hours later they crossed into Toronto, Canada, via the Queenston-Lewiston Bridge, just north of Niagara Falls.

On the Canadian side of the border, the bridge funneled traffic into fifteen separate inspection lanes, each lane leading into a customs and excise booth blocked by a security arm. About a mile before they had reached the bridge, Emily had hit the tail end of traffic. It was backed up across all of the Canada-bound lanes, almost to the US Border Patrol buildings. Hundreds upon hundreds of residents had tried to flee the oncoming rain, only to die in their cars and block any chance of Emily and her charges from advancing using that route. By comparison, the lanes into the United States were relatively free of traffic, so Emily had driven across the median-a low moan coming from Ben as each tire b.u.mped over the concrete-and headed toward Canada on the opposite side of the road.

Apart from having to navigate around the occasional vehicle, they had managed to bypa.s.s the confusion of the border crossing and continue on their way, now riding the 405 Highway west toward where it would intersect the 403 in Burlington. Only now did Emily feel comfortable that they had placed enough distance between them and the threat of the storm.

Better still, the medication Emily had given Ben seemed to be doing its job, because Ben had slept for most of the journey. Rhiannon had sat almost silently next to her brother during the whole journey, but there was little the girl could do other than give Emily periodic updates on her brother's temperature and breathing.

"I really have to pee," she said now, almost as if it was a major imposition.

"Me, too," said Emily. Truth be told she had been holding it for the last thirty miles or so, just to be sure they were clear of the border, and she was becoming more uncomfortable by the minute. "I'll find us somewhere to stop."

She pulled over to the side of the road when she spotted a clump of tall bushes that would provide them with a modic.u.m of privacy. In the distance, Emily could see the branches of a forest of alien trees towering over a collection of office buildings, red dust floating in undulating streamers above them. It was funny how the human mind could adapt to the unusual so quickly; the trees barely registered on her radar as she stepped from the driver's seat onto the road. Emily tossed Rhiannon a roll of bathroom tissue. "You first," she told the girl.

She waited until Rhiannon had disappeared into the bushes, a barking Thor leaping happily along beside her, then turned her attention to Ben.

He was sleeping, bundled in the comforter like a baby, his skin a little cooler to Emily's touch. His breathing was a little labored, and his lips were chapped. She placed the thermometer under the boy's tongue and waited for it to beep: 102 degrees. His temperature was down. Emily let out a small sigh. The meds were kicking in, and Ben was doing a little better. Any improvement, even if it was so minor, was good news right now, she decided.

Tilting Ben's head upright, she dropped another half Lortab into his mouth and washed it down with water from her bottle. She poured some of the water onto the cloth they had used to cool his fever and gently dabbed away at his lips until they were moistened, then cleaned some of the sweat from his forehead. She would have to remember to liberate some lip balm for the poor kid when they made their next stop at a town.

By the time she had finished working on Ben, Rhiannon was back. "Thanks," she said, pa.s.sing the roll of tissue to Emily.

Emily followed Rhiannon's tracks toward the bushes, realizing that this was her first time in another country and reminding herself she needed to watch for poison ivy.

The red rain did not recognize borders. As they traveled west across Toronto toward Michigan, Emily saw the same empty houses, the same red clouds puffing from patches of alien trees. If anything, there seemed to be more of the trees here, maybe because of the concentration of water in the form of the Great Lakes. At the sight of one enormous cl.u.s.ter of trees just outside the town of London, Emily wondered again whether Jacob's theory about the aliens' inability to handle lower temperatures was correct. It had better be, because she was betting all of their lives on him being right. She rea.s.sured herself with the fact that the temperature outside the speeding vehicle had only dropped by a few degrees, an insignificant amount in comparison to what she knew was coming. If she had been heading north, she would have expected to see more proof of his theory, but that part of her plan had changed to this headlong flight west to escape the red storm.

Emily's whole body ached from being in the same position behind the wheel of the SUV for so d.a.m.n long, but she had decided to push through as much as possible, putting as much distance between the storm and them as she could. She did not want it catching up with them again, but her body was telling her it was ready to stop for the night now.

"How's he doing back there?" she asked, keeping her voice low.

"He's asleep still," came the whispered reply from Rhiannon. "But he's not sweating anymore."

"It's almost time for more of his meds, so I'm going to find us a place to stop for the night."

Emily glanced down at the road atlas. The last sign they had pa.s.sed had said they were about ten miles outside of a town called Sarnia, right on the Canadian edge of the country's border with the United States, virtually on the sh.o.r.e of Lake Huron.

Emily had noticed a trend as they traveled. As they closed the distance on each new city or town, the landscape surrounding them began to switch from forest or field to the slow materialization of civilization, and she would start to see the occasional hotel or motel appear. They would inevitably be far enough away from the city center to be cheaper than staying in town, but not so far away as to be a burden to a tourist or businessperson.

As she neared Sarnia, she began looking for signs that would tell her where she needed to turn off. A few minutes later, she spotted one that told her to exit at the next turnoff for lodging, food, and fuel.

It was a simple building. Two stories, no more than fifty rooms-nothing fancy. The kind of motel where a salesperson or businessman might spend the night if they were looking for something on a budget. Certainly wasn't the Ritz, but that was okay. All they needed right now was somewhere to lay their heads for the night.

Emily went ahead and scouted the ground floor, leaving the children in the SUV, engine running. She noticed a large Peg-Board behind the reception desk with sets of keys hanging from hooks. She confirmed her suspicions when she took a short walk to the first set of rooms; they took regular old-fashioned keys. She walked back to the reception area. There were only five or six keys missing from the board. The place had hardly been a hive of activity when the red rain had struck.

She took a key labeled twenty-nine and walked to the room through the dull-looking corridor; obviously fake potted plants on even cheaper-looking stands were intermittently placed along its length.

Unlocking the door to the room, she quickly checked out the interior: two queen-size beds, both made and waiting for the next guest. Well, she and the kids would most likely be the last guests to ever stay here.

Emily dropped her backpack to the floor and walked back to the Durango. She shut off the engine and opened the rear pa.s.senger door, allowing Rhiannon to hop out and Emily to step in.

Ben had gotten some of his color back, she noted, although his eyes were still tightly closed and he was very deeply asleep. His breathing sounded a little deeper, too. There was still a wetness to each intake of breath, and she thought she could discern a slight rattle in his throat when he exhaled. Other than that, he seemed to be holding his own.

"I'll grab the bags," said Rhiannon, already at the tailgate.

Emily picked up Ben with both arms, cradling him in the comforter, and waited for Rhiannon to grab everything she needed before she let Thor out of the SUV.

Ben was still running a bit of a fever; she could feel the heat permeating through the material into her hands as she carried him toward the entrance, Thor matching her pace step for step.

Inside the motel room, Emily asked Rhiannon to pull back the sheets of the bed nearest the door, and she laid Ben down in his polyester coc.o.o.n. He groaned a little but never opened his eyes. That was good, she supposed. The more rest the boy got the better. Rhiannon had been instructed to periodically give the boy water while they were traveling to keep him hydrated, and Emily had caught sight of her in the rearview mirror dutifully tipping liquid into his mouth, so she wasn't concerned about him dehydrating. What she needed to do was get some food into him. It had been almost twenty-four hours since he had eaten anything.

She checked the box of food supplies they had brought in with them for the night and found a couple of squeezable foil pouches of pureed fruit. If she could get some of it down the boy, it would likely help both of them feel better. She squeezed some of the fruit onto a disposable spoon and began feeding Ben, pushing it carefully into his mouth before rounding up the dribble of grape that inevitably slipped from the corner of his mouth.

Rhiannon hovered for a few minutes, watching Emily feed her brother.

"Why don't you find us something to eat?" Emily asked her after a minute, aware that the girl was uncomfortable watching her brother being spoon-fed like a baby, even if that was what he was-just a baby.

Rhiannon seemed relieved to be given something legitimate to do, and she headed over to the box of supplies and began rooting around. She pulled out a couple of cans of something Emily couldn't make out and placed them on the nearby TV stand.

Emily spooned the last of the fruit into Ben's mouth and reached for the two plastic medicine containers. She set the pills on the bedside cabinet while she went about unwrapping the boy from the comforter.

Emily managed to stifle the cry of revulsion in her throat before it made it to her lips. She glanced over at Rhiannon; the girl was busy riffling through her bag looking for some clean clothes to lay out for the morning, oblivious to Emily's shocked expression.

Carefully Emily lifted the two edges of the comforter apart, exposing Ben's body. Except what lay within the folds wasn't Ben, not anymore.

Emily had been wrong about Ben; he hadn't been getting better. He was transforming.

Ben's chest was now a ma.s.s of black veins that spread out from his right shoulder toward his abdomen. Around his throat, like ivy climbing around the trunk of a tree, fronds edged upward toward his ear. At first Emily thought the plectrum-size overlapping flakes covering his right shoulder were just skin discoloration, but, as she moved her head closer, she could see they were actually scales, like a lizard's but larger.

Emily looked up to make sure Rhiannon couldn't see what she was seeing. She had moved into the bathroom with her toothbrush and a bottle of water. When Emily heard the door squeak closed, she gently rolled Ben over onto his stomach. The kid didn't make a sound; what she had mistaken as sleep was more likely a coma state, she realized.

His back was completely covered in the same scales she had seen on the boy's shoulder. They extended all the way down over his b.u.t.tocks and upper thighs, stopping just short of his knees, and edged over his oblique muscles toward his tummy. Ignoring her revulsion, she ran her hands lightly over the rough scales; they bristled like the fur on a cat's back at her touch. Something beneath the layer of scales pulsed and undulated.

Emily allowed Ben to roll onto his back again. The child's eyes were tightly closed and his breathing had become faster than normal, almost like a dog's pant. Drawing in a deep breath for courage, Emily eased back the lid of one eye with her thumb.

Gone were his iris, sclera, and pupil, replaced by a solid-red orb pitted with tiny dimples; at the center of each dimple was a small cl.u.s.ter of black spots. She let the lid drop back into place, then closed the comforter back over the boy and took a step away from the bed.

As she watched the motionless boy, her mind replayed the moment she'd killed the alien-puppeteer; that final second as the tentacle whipped through the darkness and hit Ben. She had been wrong all along about its motives. It hadn't wanted to kill any of them; it had wanted to make them like it, to turn them, and in its final desperate second of life, it had managed to infect Ben.

Angelic, innocent Ben.

A feeling of utter despair took her firmly between its teeth and bit down hard, sinking its teeth into her very soul.

"How is he?" Emily hadn't registered Rhiannon coming back in the room, but now she stood outside the door to the bathroom, looking far more concerned than a kid her age should have to.

Emily frantically waded through the mora.s.s of thoughts that filled her mind, looking for an appropriate answer. How was she supposed to tell Rhiannon her brother was changing into something alien? And if she told her he was fine, when he very obviously wasn't, what then? While the transformation was only partially complete, what were they to do when he was no longer human at all? What was he becoming? If it was anything like the creatures that she had encountered so far, then he would be intent on ensuring both her own and his sister's demise.

"The same," she said finally as she placed the pills she had set aside in the boy's mouth and washed them down with water. Ben swallowed reflexively. His breath stank like a cesspool, and she quickly turned away from him.

Rhiannon began to walk over to where her brother was laying.

"He's asleep still," Emily whispered, shooing her in the opposite direction. "Best if you leave him be for now. He needs all the rest he can get to fight this bug."