Episode 1 Chapter 1: A New Day...

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Clementine sat quietly in her treehouse, listening closely for Sandra to tell her it was okay. She had been sitting there for a while, while the neverending silence frightened her more and more. In her hands, she clasped her walkie-talkie, hoping to hear her caretaker's voice any minute. As the sun sank, Clementine heard a terrifying noise coming straight from her house. An agonizing scream. She jumped, dropping her walkie-talkie, but hastily picked it back up and pushed the talk switch.

"Sandra?! SANDRA?! Are you there?!" She let pressure off of the button, and anxiously waited for a reply. Tears began to form when there wasn't one. "Sandra please! Pick up!" Clementine waited again, but only heard another scream from the house, even louder than the last. "SANDRAAAA!"

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Celestia awoke in a fit of sweat, and panic. The child's cries from the dream still rang in her ears. This had been the fourth night in a row that something so disturbing had rattled her sleep. At first, she wanted to believe it was just some kind of reoccuring nightmare, but the more she denied it, the more she knew that it was nothing less than a vision of humanity's struggle. Her knowledge of humans was as vast as any sentient being. As the sovereign of the sun, it was her duty to make note of all creatures that existed under her star. Of course she would never meddle in the lives of those that existed outside of her kingdom, since she had Equestria to lead. Still the visions frightened her, as it would anyone, and now that she was certain of the significance of these omens, she wouldn't hesistate to consult her sister in the morning.

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"The human race? Aren't they the ones settling the whole dispute with the...oh what was it...the Romans?" Luna pondered.

"No, sister, times have changed very much for humanity since you have last seen them. Their culture and technology has arisen more than you would probably believe, but that is not why I am discussing them with you." Luna took notice of her elder sister's serious tone.

"Tia, what is wrong?" Celestia looked over the balcony to see the sun now fully cresting the horizon.

"You know the dreams that I have been having."

"Yes, but you told me not to worry about that." Luna answered. Celestia looked woefully at her sibling.

"I fear that these are not mere dreams; but instead ominous visions of something happening, or something to come." Celestia wasn't for sure, but her suspicions had been rising with each reoccuring dream. Luna moved closer.

"You fear that the human race is in danger?" She asked, worried. Celestia nodded grimly. "Even if they are, how does this affect us, or Equestria?" The sun goddess had wondered this herself. She couldn't fully justify why she felt this way.

"It may not affect us at all. It may very well be the universe informing me of the human's possible extinction." She then stood, and cringed at other possibilities. "Or it may be a warning, something telling me that our subjects are in danger. The visions are short and vague, but i still can't help but wonder what this means for Equestria." Luna stood to comfort her. In the past, she had seen her sister distraught with worry for her subjects before, and always did her best to console her.

"Don't worry yourself like this. Whatever reason that you are seeing these things does not exactly point to a similar fate for us."

"But I can't take that chance!" Celestia was letting her anxiety get the better of her. Luna put her hoof on her sister's shoulder.

"I understand your concern. Do whatever you feel is necessary to protect everypony. I shall support you no matter what." The elder Alicorn smiled at her sister's reassurance.

"Thank you, Luna. I will make sure that none of this gets out of hoof."

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Lee sulked quietly in the back seat of the cruiser. The iron of the handcuffs were still cold to his skin. He was on his way out of Atlanta, and straight to the nearest correctional facility. His sentence had not been light; life in prison. 'Doesn't get any worse than that.' He thought to himself. As the cruiser drifted onto the highway, Lee took time to think of his family. His brother B. His mother and father in Macon. All of them at his parent's drugstore. Then his thoughts drifted to his wife, as Lee felt a mixture of sadness, anger, and betrayal wash over him. Lee had no problem with his life the way it was, and couldn't help but feel cheated for what was happening to him.

Not a single word had been spoken since the drive began, but as Lee made eye contact with the officer via the rear view mirror, he could almost feel a snide remark coming on.

"Well, I reckon you didn't do it then." The cop bothered to strike up a conversation, and did it by taking a jab at Lee's current state. Lee was instantly irritated. The officer was an older fella with a southern undertone, but Lee sighed, and replied.

"Why do you say say that?" He responded, barely interested. The officer smiled.

"You know I've driven a bunch of fellas down to this here prison. Lord knows how many. Usually it's 'bout now I get the I didn't do it." For a second, he almost sounded sincere in his inquiry. Lee thought about whatever dignity he had as a criminal.

"Not from me."

"'Cause guys in your position already said it enough?" The lawman smirked. Lee rolled his eyes. Chatter and static began to build on the communicator.

"We got what looks like a...10-91..."

"I followed your case a bit, you bein' a Macon boy an' all." The officer talked over it.

"You're from Macon then?" Now Lee was intrigued.

"Yep. Came up to Atlanta to be a city cop in the seventies. Always wanted to work a murder case, like that senatorial mess you got yourself mixed up in...with all due respect. It's a real shame." As the officer said so, Lee took notice of a speeding cruiser blazing down the opposite end of the highway; sirens blaring. He then turned his attention back to the cop, still telling his life story. "Hell, the family used to be regulars up at your folks drug store right in downtown. Still there?" Lee smiled as he was reminded of his family there.

"Sure is."

"Good." More chatter could be heard over the radio.

"Be advised, uh..." Again, the officer interrupted.

"I got a nephew up at UGA. You teach there long?" Maybe now the sarcastic cop was actually trying at a friendly discussion. Lee was glad to be on a topic he enjoyed.

"Going on my sixth year."

"You meet your wife in Athens?" Instantly, Lee felt sorrow, and slight agitation at the officer. He looked out the window, and didn't answer. "You wanna know how I see it?" As Lee thought of what to say, several more cruisers sped toward the city, accompanied by some armored S.W.A.T cars. Lee didn't think much of them, and just shrugged.

"I got much choice?"

"Sure don't." As the officer was about to continue, he caught Lee's gaze through the mirror, and paused momentarily. "Regardless, could be you just married the wrong woman." Lee could feel anger building up from the cop being continuously insensitive toward his situation, treating it like an everyday matter. Maybe the cop saw it that way, but Lee never thought he would be in this position. He was ready to snap back, but went with his better judgement, and held his toungue. The radio fed more information.

"Riot in progress. All officers are available for incoming 217's. Rolling calls and dispatches to all locations." As the radio hushed, a chopper boomed overhead toward Atlanta, and Lee couldn't shake the feeling that something was wrong.

"Any of that seem important to you?" Lee stated nodding at the radio.

"All of it, but that box never shuts up. Sit in this seat and pay too much attention and you'll drive yourself crazy." The old timer grinned. The officer kept the conversation going with a little story.

"I'm drivin' this man once, he was the worst one. Wouldn't stop goin' on about how he didn't do it. He was an older fella. Big soft eyes behind a pair of smart folk glasses, and he's just wailin' back there, says it wasn't him. Cryin' and snottin' all over, right where you're sittin'." Lee felt a little disgusted as he glanced at the seat. The chatter on the radio persisted, as the officer shut it off so he could continue the story without interruption. "Then before long, he starts kickin' the back of the seat like a fussy baby on an airplane. I tell'em he's gotta stop, that that's government property, and I'll be forced to zap him otherwise. So he stops, and havin' exhausted all of his options, he starts cryin' out for his mama. 'Mama, it's all a big mistake! It wasn't me!'" Lee couldn't help but feel slightly amused by the officer's mocking impersonation.

The officer paused, and Lee felt inclined to ask.

"So did he do it?" The officer frowned, remembering the outcome of that trial.

"They caught the fucker red handed! Stabbin' his wife, cuttin' her up as the boys came through the door! He sits in my car screamin' bloody murder that it wasn't him! I think he actually believed it himself." Lee felt both pity, and discomfort for whoever the officer was talking about, and gave thanks that HE wasn't like that. "It just goes to show, people will up and go mad when they believe their life is over." Lee took a moment to wonder if his life was truly over or not, but quickly dismissed the dreadful thought. The officer decided to continue with another story, and took the time to look back at Lee.

"Oh, I got another good one for ya..." Lee squinted at the road ahead. A small figure was crossing it. "...This one's a little bit less depressing, and a bit more hilarious...." Lee began to panic as he made out a person on the highway. They were closing in fast. "...If I do say so..." Lee blurted the first thing that came to mind.

"IN THE ROAD!" But before the cop could react, a sick thud could be heard as the metal struck the pedestrian, followed by the screeching of the wheels as the officer struggled to get the cruiser under control. He jerked the wheel right, but couldn't get the vehicle to straighten out. The cruiser had too much momentum behind it as it smashed through the roadside guard, and tumbled downhill from the highway. The officer flailed about as his safety belt kept him in place. Every loose object in the car bounced around as gravity shifted in every direction. Lee was unfortunate to have no belt on, and was helplessly flung around in the back, while the cruiser continued to roll. Eventually, the metal deathtrap came to a halt. Lee faded in and out of consciousness, and faintly heard the sounds of a struggle. Screams, and gunshots made up most of the noise, while blurry figures sluggishly made their way down the hill towards the wreckage.

Lee blacked out soon after, and dreamt about his old, normal, now very far away life.

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"Thanks again for helpin' out with the barn, guys." AJ set down three mugs of cider for her, Twilight, and Rainbow Dash. All three of them had been working together to clean, maintain, and renovate the old structure.

"It was no trouble, Applejack. I'm all caught up on my studies...for now. So, I made the time to help out."

"Yeah, and this cider was well worth it too!" Dash then proceeded to chug the foamy beverage.

"Well I'm mighty grateful. So what do y'all wanna do now?" Twilight's ears perked up in excitement.

"Ooh, I almost forgot! Remember I said I had something to show you guys back at the treehouse after we were done here?" The earth pony, and pegasus nodded. "Well, it's a neat little project I've been working on for quite some time, and I want you girls to see it!" The other two traded glances.

"Is it that same doo hicky you were telling us about a few weeks ago?" Dash asked. Twilight grinned.

"Yeah, it's an invention that allows unicorns to harness their magic into stages they could not physically accomplish on their own." Twilight gave the short description, but Applejack scratched her head in confusion.

"Meaning?"

"With enough concentration, I can use it to practice basic spells and advance them enough to unimaginable feats. Like teleporting instantly from Ponyville to Canterlot, or levitating objects from hundreds of yards away!" Twilight was met with mixed reactions.

"Well, I must say I'm impressed. I can't imagine how useful that would be." AJ was happy for her.

"I guess that's cool, but you know what would be better?" Rainbow didn't wait for a reply. "An invention that would help me with my training routine, and maybe even impress the Wonderbolts!" Rainbow Dash didn't mind getting lost in her daydreams.

"Oh, landsakes. Do you never stop goin' on about joinin' those guys." AJ jabbed. Twilight was still ecstatic either way.

"Oh, I can't wait! It's not quite finished, but I still want you guys to come see it!" The ponies looked at each other and shrugged.

"We'd love to see it Twi."

"Meh, I ain't got nothing better to do." Dash shrugged. Twilight hopped in the air.

"Great! Let's go!" The purple pony galloped happily towards the library with her friends in tow. Twilight was hoping to run into her other friends on the way there, but as they neared the treehouse, it was only Applejack, and Rainbow Dash who would be there to see it. "Hey, Spike." Twilight greeted as she walked towards the basement door.

"Howdy, Spike."

"Hey there, Spike."

"Oh, hi guys." Spike replied as he finished shelving a book on the history of Nightmare Night. "Hey, Twilight, the Princess sent you a letter while you were out. "Spike went to retrieve the parchment, but stopped as Twilight spoke.

"Okay, but I'll read it as soon as I come back up. I want to show my friends what I've been working on!" She squeaked giddy with excitement. Spike went back to his daily chores.

"Alright. Oh! By the way, I figured out what I want to be for Nightmare Night this year!" He beamed.

"And what's that?" Twilight stopped at the door leading downstairs.

"Instead of a dragon, this year I'm gonna be...a ZOMBIE dragon!" Twilight gave a wry smile.

"That sounds fun, but Nightmare Night is only a few months away, you might want to get started on that costume." Spike gave a goofy grin.

"I bet Rarity will help me with it." He cooed.

"Alright, well we'll be in the basement if you need anything." Twilight then beckoned for her friends to follow. She could barely contain her excitement. "Ooooh, this is so cool!" Dash snickered at Twilight's eagerness.

"Eggheads." She said under her breath. At the very bottom lay a hulking machine, even larger than the one Twilight had used to study Pinkie's Pinkie sense with. Applejacks mouth fell open.

"There's so much stuff down here, and ah thought the barn was crowded."

"Yeah, come to think of it, I don't think I've ever seen your basement, Twilight." Rainbow added. Twilight stopped at the front of the contraption and held her posture proudly.

"Here it is!" The ponies studied it thoroughly, and questioningly. "I can't tell you how long it took to gather the parts needed to make this, and don't even get me started on the blueprints, and schematics." Applejack looked at the chamber at the front of the machine.

"What's this little space here fer?" Twilight looked to see where Applejack was talking about, and bounded over to the chamber.

"This is where the unicorn stands when they want to cast a basic spell. With the right calibrations, the spell's power should be increased significantly."

"You don't say." Rainbow rubbed her chin. "How about a demonstration?" Twilight's smile faded.

"Oh, well...I don't know. I mean, I'd like to, but it's kind of risky." She replied half-heartedly. Rainbow rolled her eyes.

"C'mon, you brought us all the way here, I'm already use to you doing amazing tricks with that horn of yours. Let's see how awesome they are with this...thing." Rainbow's passive attitude was now wanting to see what the contraption could do, but still, Twilight was reluctant.

"It's okay, sugarcube. You don't have to if you don't want to." AJ didn't want Twilight to feel pressured, but her words had sort of the opposite effect, like a reverse-reverse psychology. Now Twilight felt compelled to try.

"...Well...I guess I could give it a quick test run...to make sure it works properly up to this point." She caved. Rainbow did a backflip.

"Alright, let's see it in action!"

"Okay. Just give me a minute to calibrate it correctly. We don't want the spell output to be too powerful." As Twilight set the knobs, and dials to their appropriate positions, AJ and Rainbow Dash waited anxiously to be the first ones to see it work it's magic. "Alright...and...got it!" The machine hummed to life. Twilight then stepped into the chamber. A few sparks danced around on the inside. "Sooo, what kind of spell should I do?" Rainbow Dash thought for a second.

"Remember how you said you could teleport from here to Canterlot?" She asked. Twilight smiled.

"Yeah, but that's after long periods of practice. I doubt I could do that on my first try." Twilight wasn't too confident in such a large jump. However, Dash still pushed on.

"Just try. I want to fly as fast as I can to Canterlot after you teleport, and see if you actually did it!" Twilight rolled her eyes, willing to humor her friend.

"Okay, but prepare to be dissapointed." Twilight slowly channeled her magic, while the machine hummed louder; picking up the magic reading. Several sparks connected from the walls of the chamber to the tip of Twilight's horn. As every second went by, the machine buzzed louder, and louder. Applejack took a few cautious steps back.

"Whoa, nelly. Hold onto yer hats!" AJ took her own advice, and clasped her headwear. The sparks were now larger, and more frequent. Rainbow Dash was ready to take off as soon as the machine did it's job.

'Focus...Just a simple teleportation spell...' Twilight thought to herself. Once the noise had seemed to reach it's max volume, the machine jolted and engulfed most of the room in magic energy. Not even Rainbow had time to react as nearly the entire basement lit up like a giant firework. The deafening sounds continued for a few more seconds before it ceased immediately; leaving no trace that anything had even happened, other than the absense of three ponies. The door to the basement creaked open.

"Twilight? Is everything okay down there? There's an awful lot of noise going on........Twilight?"

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Groggy, confused, and disoriented, Lee finally awoke. He was laying on his back, staring at the roof of the car. He moved to make the feeling in his limbs return, and then noticed the cuffs still on his wrists. His mouth felt dry.

"...ah...thirsty..." Suddenly, a seering pain shot through his lower body. "OW, Fuck! My leg!" He looked to see a deep gash in his right upper leg, bleeding rather profusely. Lee looked behind him, and noticed he was laying against the left hand back seat door of the car. Upon further inspection, he spotted the officer out of the shattered window, lying motionless on the ground.

"Hey! Hey officer! Are you alright?! I'm still cuffed back here!" As Lee might have expected, there was no response, yet he tried again, hoping to have someone come to his aid. "OFFICER! That doesn't look good. He wasn't ejected from the car..." He noticed the blood trail behind the cop, indicating that he could have been dragged. Lee turned his head back to the front, and looked at the opposite back seat door. "Looks like I'm getting out of here on my own." Lee readied himself, and kicked the window with as much strength as he could. A few cracks showed, encouraging him to continue. With a few more kicks, the window finally gave, allowing Lee to drag himself out.

Lee slid down the outside of the door, thanks to the car being off-balance. He found it extremely hard to stand because of his injury. His leg wouldn't support his weight, and he was forced to hobble his way around the car to get to the wounded lawman. After he was on steady ground, Lee noticed the officer's gun near the car, as well as a single shell. He didn't pay them much mind since his thoughts were focused on getting those chafing cuffs off. He limped slowly towards the policeman.

"Officer?" Still no sign of life. Lee walked until he stood over the poor bastard, and spotted the keys on the officer's belt. He took them, and attempted to free himself. However, Lee was still shaken up pretty bad, and in a moment of clumsiness, dropped the keys near the cop's mouth "Shit." He swore. Lee wasn't sure what it was, but something made him fearful to pick the keys back up. He had already assumed the officer to be dead, and didn't like the idea of getting that close to him. Lee hastily picked the keys back up, and gave it a second try.

After the cuffs were successfully removed, Lee rubbed his aching wrists in relief. Just past the focus of his own hand, Lee thought he saw movement from the lawman's hand. He then made out what he believed to be faint breathing.

"Uh...officer?" Without warning, the undead cop pounced, causing Lee to fall backwards, startled. "WHOA! HOLY SHIT!" Lee had no time to stand, and backed away as fast as he could. The officer, now turned monster, slowly crept towards Lee. "What the hell are you?!" Lee continued to back away until he hit the car. He remembered the abandoned shotgun that lay to his left. He leaned over to grab the weapon, and then looked for the shell. The walker was closing in. He spotted the shell to his right, and panicked as he attempted to load it. His fingers fumbled about, and the shell slipped from his hand. "Shit!" The walker was only a few feet away, snarling wildly. Lee grabbed the shell, and steadied himself as the single shot entered the chamber. He cocked the gun, and took aim.

"Don't make me do this!" The officer took no head to Lee's warning, and moved even closer; his eyes glazed, and lifeless. More foul wretched animal sounds escaped his mouth. In a horrifying combination of shock, fear, and panic, Lee pulled the trigger. The loud pop of the gun was coupled with the utter destruction of the officer's head. The entire area above the jaw had gone in each direction, leaving the walker to drag himself another centimeter or two, and once again, lay motionless. Lee noticed he wasn't breathing, and exhaled sporatically. He looked at the deadly tool he had just used, and shook his head in disbelief. After discarding the weapon, he stared at what was left of the lawman's face, while a steady pool of blood formed. He screwed up his face as he sniffed the air.

"Ugh...his skin's all rotton, and he smells like shit. What the hell is this?" Lee knew he was dead, but any rational thinking was anything but present at this moment. "Are you dead? HEY! ARE YOU DEAD?!" Lee didn't really expect a reply, but was still processing what had just happened. He looked away from the corpse, and spotted a figure past the trees, standing on a small hill. Excited to see someone alive, Lee tried to get thier attention. "HELP! Go get someone! There-There's been a shooting!" Lee watched as the figure slowly disappeared from view.

As Lee pondered what to do next, he heard rustling coming from the shrubs somewhere around him. He looked to his right, but saw nothing. As he looked to his left, he was mortified by what he saw. Two more walkers, making their way towards him. Adrenaline ran through Lee's body as he wasted on time in standing, making sure not to worsen his leg injury as he did so. Lee started to hobble forward, and didn't take his eyes off of the snarling creatures. Because of this, Lee tripped over the dead officer, giving the walkers time to catch up. Lee pushed himself to stand quicker this time, and paid for it as a fresh wave of pain shot through his leg. He limped hastily past the ground where the officer had originally been.

As he turned his head left, he was shocked to see even more monsters appear out of the woods, their complexion, and glazed eyes just as bad as the officers. He quickened his pace, and rounded a tree, where yet another walker sat. Both of his hands were missing, and he snarled like a rabid dog. Lee only glanced at him for a split second as he muscled his way up a small hill. As he neared the top, his leg gave out, and again he fell. The walkers were closing in behind him. Lee continued the rest of the way on his hands and knees until finally, he reached the top. A tall wooden privacy fence was yards away, and the walkers were even closer. Lee hobbled as fast as his legs would let him. If he wasted any more time, the creatures would have him before he could make it over.

He glanced back one last time, and saw more walkers then he'd care to count. At last he reached the fence, and used only his arms, and one leg to scale the boundary seconds before the walkers could get there. Lee thrusted himself over the top, and landed awkwardly on his rear. Still unconvinced that he was safe he backed up along the grass unti lhe bumped into the side of a patio. He cringed as he could hear the monsters pounding on the fence. His attention was brought to a few gunshots far off into the distance, and took it as a blessing since the walkers left him alone, and went in search for the source of the noise. Lee gave an exhausted sigh, and slowly stood. To his left was a sturdy treehouse, complimenting the rather large home next to it. He had found his way into someone's back yard.

"Hello? Anybody?"

Episode 1 Chapter 2: ...Brings Upon New Survivors

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Lee thanked God for the peaceful time to just look around the suburban yard. He decided to check the treehouse before trying the ACTUAL house.

"Anybody up there?" No response. Lee walked over to the steps that led onto the patio, but not before glancing into the neigborhood to see wrecked cars that littered the street. He limped over to the sliding glass door, and peered inside. "Hello? Anybody home? I need a little help." He softly knocked on the glass, and waited, but to his dismay, no one answered. He tried a second time. "Hello?" Now he was getting agrivated. "Rng there's something going on here." Not left with many options, Lee took it upon himself to slide the door open. He cautiously stepped in. "I'm coming in. Don't shoot, okay." Not the best greeting, but at the time, it seemed appropriate. Lee slid the door closed behind him, and yet again his leg contracted with agony.

"Ow, shi....Hello? I'm not an intruder...or one of them." As he scanned the room, he was met with overturned furniture, static on the television, and a sickening pool of blood at the entrance of the kitchen. Lee grimaced at the sight. "These people might need more help than I do." He walked over to the nearest counter to find an open coloring book. On the page was an colorless unicorn. Half of the grass that it stood on was colored, but that was about all. It killed Lee to think that a child could be mixed up in anything like this, as he continued to search the house. He tried the television to see if the news could help, but to add to his dissapointment, every channel was static. Lee noticed that a shelf of sorts was used to barricade the stairs, and was going to investigate when he heard the beep of an answering machine.

He tracked the sound to a phone resting on an end table, just around the corner from the kitchen. A red "3" blinked on and off. In hopes to find out who's house he was in, and maybe some way of figuring out what was happening, he pressed the play button.

"Three new messages." The machine spoke. "Message one. Left at 5:43 p.m.: Hey Sandra, this is Diana. We're still in Savannah." The voice belonged to a woman. "Ed had a little incident with some crazy guy near the hotel, so we had to get him back to the ER and have it checked out. Anyway, he's not feeling well enough to drive back tonight, so we're staying an extra day. Thanks so much for looking after Clementine, and I promise we'll be back in time before your spring break." A brief pause.

"Message two. Left at 11:19 p.m.: Oh my God, finally!" Still the same woman, supposedly the mother. "I don't know if you've tried to reach us; all the calls are getting dropped." Lee sensed the worry in her tone. "They're not letting us leave, and aren't telling us anything about Atlanta. Please, please, just leave the city and take Clementine with you back to Marietta. I've got to get back to the hospital. Please let me know that you're safe." Another pause.

"Message three. Left at 6:51 a.m.: Clementine? Baby..." The woman sounded like she was on the verge of tears. "...If you can hear this, call the police. That's 9-1-1. We love you...We love you...We love y..." She was cut off by the beep. Chills ran down Lee's spine as the last message was given. He knew now for sure that whatever was happening, it wasn't just happening in Atlanta. He examined a family portrait that was propped up next to the phone. In the picture was your typical dad, mom, and child photo. Lee noticed the family was African-American, much like himself. He set the frame down, and thought about leaving. Before he could take a step, he heard the voice of a young girl emanate from the kitchen, but the voice was staticky.

"Huh?" Lee proceeded into the kitchen, making sure to sidle around the blood, but saw no one. He opened one of the drawers to find an abandoned walkie-talkie. Hoping for a live soul to talk to, Lee took it, and went to look out of the glass door. "...Hello?" He released the talk button.

"You need to be quiet." Finally, a response. Lee recognized the voice as the same little girl. He moved away from the door, and pushed talk.

"Who is this?"

"My name's Clementine. What's yours?"

"Hi, Clementine. I'm Lee." He had made a guess it would be her. Wanting to know if she might have more insight, he asked about her family. "Where are your parents?"

"They took a trip and left me with Sandra. They're in Savannah, I think. Where the boats are." As Clementine answered, Lee made his way back into the kitchen.

"Are you safe?"

"I'm outside in my treehouse. They can't get in." Lee glanced out of the kitchen window to see the entrance into the treehouse.

"That's smart." Lee could barely see the entrance open, as Clem peeked out.

"See? Can you see me? I can see you through the window." Lee put on a friendly smile, and waved to her. Clementine was a healthy looking kid adorning a white and purple cap with a purple "D" on the front. Clementine; from her point of view could see something creeping up on Lee. She panicked, giving a scream as a warning while closing the entrance. Lee's smile vanished, and he turned to see a zombified Sandra lunge at him. She grabbed him, but Lee was able to keep her from getting fatally close. Lee struggled to get the upper hand, and shoved the walker onto the oven. Lee turned and fled, but had forgotton about the pool of blood that stained the marble floor. He slipped, and smacked his noggin hard on the counter.

He shook his head to focus his vision, only to see Sandra crawling towards him. Lee reacted by kicking the snarling sub-human away, giving him time to stand. Sandra caught up fast, and grabbed his leg, causing him to stumble and fall just a few feet away from the sliding door. Sandra grabbed at Lee's legs, breathing in and out in a raspy choking manor, hunger driving her forward. Lee gave her a clean left hook, making sure she kept her distance while he slid back towards the door. Sandra was quick to recover, and in no time, was greedily grasping Lee's legs again. Clementine had now showed up at the glass door; a hammer in her right hand.

Sandra stumbled over Lee's legs, and went straight for his neck, but Lee used his arms to hold her up and off of him. He thrashed back and forth trying to get a good hold, while Clem stood petrified in the doorway. With enough leverage Lee kicked Sandra off of him, but would have to end this soon, before his strength ran out. He moved back, and gave another kick to the walker's mug.

"Here..." Clementine said shakily, reminding Lee that she had what he needed. Lee turned to grab the weapon from her, and held Sandra away from him by her neck. He knocked her to the left, and within seconds, found himself on top of her. He put his knee to her stomach to hold her still, and went to town. Lee let the adrenaline, fear, and rage fuel his every swing. After three hits, Sandra lie motionless, but Lee was in no mindset to stop. He delivered one last strike, as the back end of the hammer stuck in between the poor girl's eyes. Lee yelled as he jerked the hammer free. When he ceased, the damage dealt was scarring. The right side of Sandra's face was partially seperated from her skull, and a streaming pool of blood was running in Clementine's direction.

Lee dropped the hammer, and placed his hands on his knees.

"Man........Hi there." Was all he could muster, winded from the struggle. Lee may as well have rolled in it, since blood now covered 70% of his clothes. Clementine backed away from the flowing blood.

"Did you kill it?" She asked fearfully. Lee examined the mutliated face, disgusted.

"I think something else did. Before me, I think." Lee recognized a lot of familiar characteristics to a certain pop culture monster.

"i heard her scream two nights ago. Maybe one of the monsters got her." Lee was surprised to hear that this had been going on for that long already.

"Two nights ago? Yeah, that's probably what happened." Lee took a knee to be face-to-face with her. "You've been all by yourself through this?" Clementine frowned.

"Yeah. I want my parents to come home now."

"I think that might be a little while, you know?" Lee remembered the urgency that had come with the voice messages. Clem looked away from him, unliking of his response.

"Oh..." Clem looked away from him, not liking his response. Lee moved closer to reassure her.

"Look, I don't know what happened. But I'll look after you until then." Lee had found this girl on her own, and with her parents so far away, there was no way he was leaving her here alone. Clementine looked around, and then to Lee.

"What should we do now?" Lee looked outside to find the sun steadily setting. He didn't think it to be smart looking for help in the dark.

"We need to find help before it gets dark." Clem turned to look outside.

"Yeah, it's not safe at night." She concurred. Lee stood, and took hold of Clementine's hand.

"Let's go. Stay close to me." They stepped outside, and Clementine stopped to slide the door shut behind her. She jogged down the steps into the yard, and waited for Lee by the shed. Lee limped past the shed and down the walkway to the gate that led into the neighborhood. Two guys stood in the road attempting to push one of the wrecked cars aside. The larger of the two spoke.

"Aw, maaan. I ain't never gettin' home to mama at this rate." His voice had somewhat of a southern drawl. The skinnier one joined in.

"This sucks."

"It's hot dish night." The first grumbled. Neither had taken notice of Lee. Lee went to open the gate, but noticed Clementine had a worried look about her. He kneeled down again.

"What's the matter?" He asked, concerned. Clem cupped her hands together and glanced into her back yard.

"Should I stay?" She spoke softly. Lee raised a brow.

"What?"

"I don't want to sleep in the treehouse tonight, but I don't know if I should leave." She gazed at her fort. "What if my parents come home?" Lee wasn't sure how to answer. He had no way of knowing the fate of her parents, but doubted their return. He tried to avoid the question, sparing a harsh answer.

"I won't leave you alone." He responded indirectly, but Clementine smiled.

"Let's go somewhere safe that's close, ok?" She had hopes that they would at least return to the neighborhood. Lee stood.

"That's a good idea." Clementine pushed the large gate open while Lee got the stranger's attention. "Hey, man!" The duo jumped at their sudden appearence.

"HOLY SHIT!"

"Don't eat us!" They backed away, frightened. Lee put his hands out to show that they meant no harm.

"Were not going to hurt you." The two strangers eased up, and the skinny one spoke first.

"Phew, thought for a second you and the little one were both going to give us the chomp." He shivered at the thought. Lee got straight to the point.

"We need help." Lee stated, hoping the two strangers could give them any kind of assistance or information.

"Are you trying to get out of here? Because you should be. Those things are all over the damn place. I haven't seen anything as gnarly as this neighborhood since downtown Atlanta, fifteen miles back." The skinny one replied. "I'm Shawn, Shawn Greene."

"Lee. This is Clementine." He introduced her. Clem was timid, and looked away. The larger fella took a knee, and raised his hand in greeting.

"I'm Chet." Clementine shyed away behind Lee. Shawn was the next to speak.

"We shouldn't be out in the open like this. How about you help us clear the way and we'll take you and your daughter down to my family's farm. It should be safer there." Lee took note of what Shawn said, and shook his head.

"Im not her dad. I'm..." Lee saw no point in lying. Besides, Clem would know he'd be stretching the truth if he did. "...Just some guy."

"Some guy?" Shawn squinted.

"Yeah."

"She's alone?" Shawn took another look at Clem, amazed that she had been on her own. "Let's get going. Staying put for too long is a mistake." Lee nodded in agreement, and looked to Clem.

"What do you wanna do?" Clementine couthought of what her parents might want her to do, but even then she was unsure.

"I..." She looked woefully at her home. But before she could make up her mind, a familiar, but unsettling noise could be heard.

"Them monsters comin'! We gotta go!" Chet said in a panicked whisper. Shawn shifted back over to the wrecked car, and put his hands on the front.

"Lee, quick! Let's go!" Shawn kept his voice low, but it was in vain. The walkers had already seen them, and would be on them in a matter of seconds. Lee hobbled over to the front of the car, and pushed with his one good leg. Combined with Shawn's effort, the car was finally budging. They stopped once, and struggled to push it further. The growls of the undead were getting louder. As the car began to move again, Clementine took it upon herself to help them push. Once the car was out of Shawn's truck's way, the four hastily hopped aboard. Shawn sprinted over to the driver's side, while Lee hoisted Clem into the passenger, along with himself. Chet hoisted himself into the bed, and almost wet himself as the creatures were just ready to reach the tailgate.

Shawn put it into gear, and peeled out, scraping the bumper against the wrecked car, but making it through regardless. Clementine stared out of the back window, leaving behind her home, and any hope of her parents finding her there.

"For just some guy, it seems like you've saved a bunch of lives today." Shawn complimented.

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Hershel wasn't sure what to think of Shawn's trips into the city. He found no immediate threat from whatever was happening, especially on his secluded land. He just brushed it off as his own son being young and adventurous. The day hadn't been as busy as most, and Hershel soon found himself just lazing away on the porch with nothing to do. The sun had nearly set, and Hershal was anticipating his son's return. He closed his eyes, and took a deep breath. Anytime he could, he just enjoyed the smell of the country. He opened his eyes back up when he thought he'd heard a noise in the brush just past his fence. He paid it no mind, but went to investigate as the noise ceased to stop.

"What on Earth could be messin' around in there?" Hershel peeked over the small fence, but not at the exact spot where the sounds had originated; giving whatever was there the chance to sneek up on him. The sound had stopped, so Hershal shrugged, and went back to relaxing on the porch. However, before he could take a step towards his house, he was greeted with an eyeful of pastel colors, a ten gallon, one horn, and a set of wings.

"Um, excuse me, sir?" The purple one spoke. Hershel's eyes bugged.

"What in the world..."

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The moon now hung high in the starry sky. After a few hours of driving, Lee, Clem, Chet, and Shawn were finally back at Hershal Greene's farm. They drove by several rows of corn stalks before making a right turn onto a dirt driveway. Shawn pulled the truck over near a second truck that was parked near the fence. As the four got out, Chet stretched his arms.

"Hey, Shawn, I'm a' run on home. My mama's gonna be in a snit." Chet remembered his strict, and broken curfew. Shawn smiled at his friend.

"No sweat, man. I'll catch you tomorrow night." Chet looked to Lee and Clem.

"It was nice to meet ya both." Lee waved as Chet walked down the drive. The front door of Shawn's house opened, and his father, Hershel stepped out.

"Thank God, you're okay." He said as he descended the steps.

"I was worried it'd be bad here too." Shawn replied as he hugged his dad.

"Been quiet as usual the past couple days. Ol' Breckon down the way thinks his mare's gone lame but that ain't nothing new."

"I wouldn't have made it back without Chet." Hershel noticed Chet leaving down the dirt drive.

"Well, I'm glad you took him with you then." Hershel then turned his attention to the two newcomers. He put his hands on his hips, and looked from Lee to Clementine. "You've brought a couple guests." Lee smiled at Shawn.

"Your boy's a life saver."

"Glad he could be of help to somebody." Hershel glanced at Clementine. "So it's just you and your daughter then." Shawn replied before Lee could.

"Oh, not his daughter, he's...well...just some guy who found her alone." Hershel became instantly suspicious. He took a knee.

"Honey, do you know this man?" For the most part Clementine trusted Lee, and wasn't about to throw him under the bus. She looked Hershel straight in the eye, and answered.

"Yes." Hershal was still unsure what to make of them, but decided it might be something to worry about tomorrow. He stood back up.

"Okay then." Mr. Greene took noticed of the bloody clot that was formed on Lee's upper right leg. "Well, looks like you hurt your leg pretty bad there." The reminder of the wound seemed to make it hurt again.

"Yeah, it's not doing so good."

"I can help out." Hershel offered. "Shawn, run on in and check on your sister. You, take a seat up on the porch and I'll see what I have." Lee took a seat on the small bench at the end of the porch while Clem waited on the steps. Hershal soon returned with something to clean the wound with. "Let's have a look." He took hold of Lee's leg, and examined the mess. "Yeah, this is swollen to hell." Lee flinched, but sucked it up.

"Could be worse."

"That's what it sounds like. Seems like things got awful bad in the cities." Hershel recalled everything grim detail the news was handing out. "What'd you say your name was?"

"It's Lee."

"Nice to meet you, Lee. I'm Hershel Greene." Hershel smiled. With the affected area clean, Hershel proceeded to wrap the gash with gauze. Lee flinched again. "How'd this happen?" The thought of lying crossed Lee's mind, but he couldn't think of a good enough reason fast enough, other than what really happened.

"Car accident."

"That so. Where were you headed? Before the car accident?" Hershel pressed on. Lee chose to be indirectly truthful.

"I was getting out of Atlanta." Hershel found that unusual.

"The news says stay."

"Yeah, well that's a mistake. We hit a guy, one of those things you've been hearing about, on the road." Hershel noticed the 'we'.

"Who were you with, the girl?" Lee figured the old man was full of questions for a good reason, and still felt it would be risky to blatantly lie.

"I was with a police officer. He was giving me a ride." He replied. Hershel tilted his head.

"Awful nice of him."

"I'm an awful nice guy." Lee grinned.

"House if full up with mine. We've got another displaced family of three in the barn, and...another...group...of three." Hershel tried to find the right words. "You and the girl are welcome to rest there, when we're done here." Hershel then realized he was forgetting something, and looked at Clem. "I didn't catch your name, darlin'"

"Clem-Clementine." She studdered.

"Can't imagine what you've been through, Clementine." Hershal spoke, saddened.

"I'm looking after her until we find her parents." Lee added. Shawn appeared from the doorway, and approached his dad.

"Hey dad, so I'm thinking, first thing tomorrow, we gotta reinforce the fence around the farm."

"That doesn't seem necessary." Hershel replied blankly. Shawn persisted.

"I don't know what you saw on TV, or heard on the radio, but there's some serious..." He remembered Clementine nearby. "...shit...hitting the fan." Shawn made sure to whisper the swear. "I don't think anyone knows how big it is yet."

"Your son's right. You're gonna want to fortify this place." After what Lee saw today, he was more than happy to give his two cents.

"Stuff like that doesn't happen around here Shawn." Hershel was confident in his farm's security, but Shawn was getting tired of his dad's stubbornness.

"Dad, I'm serious. Lee, come on, tell him what you saw out there, man." Lee took time to relive the few but gruesome moments he had encountered that day. His mind rested on a single chilling thought.

"I got chased by a couple of dead people." His face was heavy with fear as he remembered the woods. With Lee siding with his son, Hershel caved.

"Well, do what you think you should. We've got plenty of chores as it is." Hershal concluded.

"Lee and those folks in the barn can help out in the morning. We gotta do it, really." Shawn persisted to make sure his dad was on board.

"I already said okay." Relieved, Shawn went back into the house, while Hershel finished up with Lee's leg. "Well, I'm all done here. It should start to feel better tomorrow." He stood as he spoke.

"Thanks."

"If your leg gets hot or the swelling doesn't go down; you're probably dealing with an infection." Lee turned pale.

"What do we do then?"

"We'll probably just have to shoot you." Of course Hershel was joking, but when Lee didn't pick up on that, he rephrased himself. "We'll clean it, re-dress it and you'll be fine." He smirked.

"Okay, that'd be preferable."

"There's blankets and such in the barn. We'll be seeing you bright and early. Come tomorrow, which way you think you're headed?" Lee's first thought was home, where his family was.

"Towards Macon, I suppose." Hershel went to go back inside, but stopped at the doorway.

"Oh yeah, um...the group of three I mentioned in the barn earlier..."

"Yeah?"

"Well, if you've seen as many crazy things as you say you have, then they should be nothing new. I'm sure you'll get use to them quick enough." Lee wondered if he was being cryptic on purpose. "Goodnight." Lee just shrugged, and Clementine followed him into the barn. They found two sleeping bags on the ground floor of the structure, and laid down for some well deserved rest. Clementine crinkled her nose.

"It smells like..."

"I know what it smells like." Lee chuckled.

"Doo-dee." Clem clarified. A few seconds of silence went by. "I miss my mom and dad." Lee frowned, and couldn't help but worry about his own parent's well-being.

"I bet, Clem."

"How far is Savannah?" She asked sleepily.

"...Pretty far." Lee replied. Clem closed her eyes.

"Oh. Okay." Lee watched as she slowly drifted off to sleep. He turned his head up, and welcomed slumber. While he lie still, trying to fight insomnia, his wife's voice echoed in his head.

"I love you, baby." He shifted trying to think of something else, but one memory led to another. He could hear his wife laughing, but the laughter was quickly replaced with shattering glass accompanied by a horrified shriek. Lee clenched his eyes, but his subconscious jolted him awake. He took a few deep breaths, and looked around the barn. When he saw no one but Clementine, he rested his head, and drifted back to sleep.

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Kenny walked into the barn to see the two new strangers snoozing peacefully. Next to him stood a creature he never thought he would be asking this question to.

"Should we wake'em?" The man asked. Twilight looked at him and nodded.

"Shawn did say he wanted everyone up bright and early. Rainbow Dash wasn't too happy about that one." She chuckled to herself. Kenny smirked at the equine.

"Just so you know, theres a good chance they'll react to you about the same way we did." Twilight acknowledged his words, and prodded Clem while Kenny woke Lee. "Hey, get up." Lee yawned, and rubbed his eyes.

"I'm itchy." Clem complained. She followed up with a surprised gasp. Lee rubbed his eyes again, and sat up.

"What's wrong Clementi..." Lee stopped mid sentence. His mouth hung open, and his head tilted forward. Next to the stranger stood, a miniture horse. It had a purple coat, and a horn jutting from it's head. Lee felt uneasy as he thought it was smiling at him. Clem's face went from shock to joy.

"Are you...a pony?" She squeaked in disbelief. Twilight grinned.

"Yes, finally! Someone who gets it! Ironic that it would be the young one." She gave a sideways glance at Kenny. Kenny crossed his arms.

"Come on now, how was I supposed to know you didn't like the term 'midget horses'?" Lee was still awestruck, while Kenny snapped his fingers at him. "You gonna be okay there, fella? Don't worry, she doesn't bite." The unicorn stepped forward, and held out her hoof.

"I'm Twilight. Twilight Sparkle. And you are?" Lee looked at Clementine, who had the biggest smile on her face. She nodded for him to say something. Lee held out his hand.

"Uh...Lee...I'm Lee." They shook.

"Nice to meet you, Lee." Lee stood up, and examined the pony further. She stood at about four feet, rivaling Clementine's height, and had very large, expressional eyes. Clem continued to scratch.

"I'm still itchy."

"Well you slept in a barn little lady. Lucky you don't have spiders in your hair." Clem went wide-eyed, and looked at her bangs. "But I bet your daddy scared'em all away, huh?"

"I'm not her dad." Lee explained.

"Where is her dad?" Twilight asked.

"Somewhere in Savannah, I think."

"Anyway, you've met Twilight, my name's Kenny." As he introduced himself, a boy only a couple years older than Clem appeared around the barn door.

"Dad! We're gonna build a fence! There's a tractor and everything!" His voice could be taken as slightly obnoxious, or even slow. The boy joyfully ran off towards the fence.

"We better get going or we won't hear the end of it." Kenny smiled. The group all left the barn while Clementine hovered over Twilight.

"So...what's it like being a unicorn?"

"Well, from what I hear, you humans can't use magic, so I guess being a unicorn is pretty unique here."

"Some of my friends used to tell me that unicorns weren't real." Clementine stated.

"WHAT?! Why?!" Twilight couldn't believe her ears. Kenny, and Lee held their own conversation.

"That's my boy, Ken Junior. We call him Duck, though." Lee squinted at Kenny's boy, not seeing many similarities to the odd name.

"Duck?" He asked, perplexed.

"Yeah. Nothing bothers him. Like water off a duck's back, y'know." Lee took the time to admire the positive aspect of that.

"That's a valuable trait lately."

"No kidding. But frankly, I think it's because he's dumb as a bag of hammers." Kenny joked.

"Daaad!" Duck didn't help his case as he yelled in a whiny tone. Kenny smiled.

"But he makes up for it with enthusiasm."

"I think it's cute how energetic he is." Twilight added. The group stopped at the front porch where Duck, and his mother waited.

"The word is you were on your way to Macon." Kenny started.

"My family's from there."

"Well Macon's on the way and, personally, I'd appreciate the company of a guy who can knock a couple of heads together if he has to." Twilight wondered what Kenny meant by that.

"Are you referring to those creatures you were telling us about last night?" She asked. Kenny nodded. Lee was more than willing to take up the offer, but thought about Clem, and her missing parents.

"I'll see what the girl would like." Kenny grinned.

"Ah. Gotta consult the missus. I understand." Kenny turned to introduce his family, as well as Lee, and Clem. "Katjaa, Duck, this is Lee and uh, what's the girl's name?"

"Clementine."

"That is a very pretty name." Twilight stated.

"Thanks." Clementine rocked back and forth on her feet. Shawn approached them, ready to hash out the plans for the day.

"Well, we should get to work. We've all seen what those things can do out there so the faster we get this fence up, the better."

"Kenny gave us kind of an idea of what's been going on around here, but I won't say I'm intrigued to hear more." Twilight stepped forward.

"Tell you what Twi, you can help me work on my truck, and I'll fill you in on what were dealing with." Kenny offered.

"Sounds good...only one question. What's a truck?"

"I want to build a fence." Duck's expression gave away his excitement to help around the farm.

"Yeah? Well I need a good foreman. You can sit on the tractor and yell at me and Applejack whenever we take a water break." Shawn replied. Duck only focused on that tractor part.

"On the tractor? Cool!"

"Duck and I will hop to it." With that, Shawn and Duck left to join AJ on that fence.

"Who's Applejack?" Lee asked.

"One of my friends who came here with me. She's an earth pony." Clementine's face lit up.

"There's more of you?!"

"Yeah, in fact, here comes Rainbow Dash right now." The humans looked up to see a cyan pegasus pony drop down next to the porch.

"Hey everyone. I'm back." The first thing Lee noticed about this one was her rainbow hair, followed by her wings.

"There are flying ones too." Lee said to himself.

"This is so neat!" Clem gushed. Dash hovered over to Clementine.

"Hey there. I saw you when you were snoring away in the barn. Lucky, you got to sleep in." She held out a blue hoof. "Rainbow Dash: fastest flyer in Equestria. Although, I guess that doesn't count for much since were not in Equestria." Clementine shook hand to hoof.

"I'm Clementine."

"The name's Lee. Nice to meet you, uh...Rainbow Dash." Lee couldn't help but feel a little silly.

"Likewise." She shook his hand after Clem's. Kenny's wife spoke up, afterward.

"I can keep an eye on your little girl here on the porch. We can visit." Her voice indicated that she was of Belgian descent.

"I'll join you guys. I wanna know where you got that sweet mane cut, kid." Dash added. Kenny walked towards his blue truck, with Twilight in tow, leaving Lee to his thoughts. Lee was almost certain he wasn't dreaming, yet there they were; talking ponies. Clementine, being the young energetic girl that she was, had absolutely no problem with this. And by the looks of things, no one else seemed to think about it too much either. Perhaps with everything that's happened; people eating one another and all...maybe talking animals was something to just look past. With the zombie apocalypse ahead of him, and strange new acquaitances, Lee knew shit was only going to get weirder from here on out.

Episode 1 Chapter 3: Rock and a Hard Place

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Just a quick note, I've taken the time to go back, and read through the first two chapters to fix any dialogue confusion, or mistakes that I made. For those that pointed this out, thank you for letting me know, and I hope the revision is much more appealing.

E 1 Ch 3: Rock and a Hard Place

-Edited by Solar_Flicker

Lee took in his surroundings. The farm was much more surreal in the daytime. With nothing to do, Lee figured it would be best to check in with everyone, and maybe get to know them better, even the ponies. He scoped out Kenny and Twilight by the truck, and made his way over.

"And this part right here is the carburetor. It's job is to blend air and fuel in what's called the internal combustion engine." Twilight listened with undivided attention.

"If only I had a quill and parchment." She stomped in frustration.

"Hey there, Kenny. Uh, Twilight." Lee walked next to the open hood.

"Hi, Lee." Twilight replied. Lee watched as Kenny fiddled with the vehicle.

"Need any help?"

"Naw, I got it." Kenny shook his head in response and glanced at Lee. "Do you need any help?"

"What do you mean?" Lee raised a brow.

"I mean in taking care of that little girl. You know what you're doing? You got kids of your own?" Kenny probed.

"Nah, nah. No...no kids." Lee frowned. The thought of having kids made him think back to his wife, and the life they could've had.

"Don't feel bad. If Pinkie is capable of taking care of two little foals, then I'm sure Clementine there is in good hands." Twilight added.

"I can't say I know what you mean, but, thanks." Lee wasn't sure if that was an insult or a compliment. He studied the observative unicorn. "So, Twilight." She turned to face him "I uh...can't say we get a lot of talking animals around here. Where exactly are you and your friends from?"

"You know, it's kind of demeaning to be known as just a "talking animal." Twilight scowled; tired of everyone assuming her and her friends were mutes.

"Oh, uh...sorry." Lee quickly realized his mistake. Twilight let it go just as fast.

"Don't worry about it. To answer your question, my friends and I are from Equestria."

"Can't say I've heard of it."

"Not surprising. Our presence here is a complete mistake, and for now were just waiting here until we can find a way home." She concluded. Kenny poked his head out from under the hood to speak.

"Yeah, she was telling me and my family about that place all night. Apparantly some mighty pony princess runs things there. They've got a bunch of mythical creatures that run around too." He motioned for Lee to lean in closer. "Sounds like something straight out of a five-year-old's head if you ask me." He whispered.

"I heard that!" Twilight gave them a dirty look.

"Hey, Lee. Could you hand me that open end there?" Kenny pointed at the toolbox near Lee. Lee bent to pick up the tool, but pulled his hand back as the wrench began to levitate.

"What the hell?!"

"Here, allow me." Twilight grinned. Kenny watched as the wrench floated softly into his his palm, and gave a befuddled look at Twilight. "What? It's just a levitation spell." She stated confused by their amazement. Kenny looked at Lee, then back at the unicorn, still wearing the same look. He shook his head, and gave a nervous laugh.

"Well, shit. Ain't that nifty." He rotated the bewitched tool a few times, and went back to work. Almost everything Twilight did or said seemed to produce more questions than answers.

"So that levitation stuff. Can they do it too?" Lee pointed his thumb behind him, indicating Twilight's friends. The mare shook her head.

"No. Only unicorns can perform magic." A blunt enough answer, but Lee figured there wasn't much more to it.

"Oh. So what else can you do?" He crossed his arms, and Twilight smiled at him.

"Lots of stuff. teleport, alter physical form, grow facial hair, etcetera." She rotated her hoof. 'Facial hair?!' Lee thought to himself. 'What would horses...' He cleared his head of the strange notion, and thought it better to just take her word for it.

"...I see." He brought his attention back Kenny.

"So, Kenny, what's your family's plan?"

"Get back on down to Lauderdale and let this mess get sorted out. Government will start handing out shots and the national guard will do it's thing. On the odd chance things got too bad, we could hop on my boat, I guess." Both Lee and Twilight were intrigued.

"You've got a boat?" Lee asked.

"I'm a commercial fisherman, catching mackeral, dolphin, whatever's biting and paying. Katjaa wouldn't be wild about it, but the boat's not that bad."

"Can you tell me more about your government?" Twilight's eyes twinkled, she was beyond eager to learn.

"If it's okay with you, missy, I'd rather just worry about this truck for now." She frowned from the denial of knowledge.

"I could give you some insight. I use to be a history teacher up at UGA." Lee happily offered.

"Really?! Okay, I'm listening." Twilight jumped up gleefully. Kenny sighed as Lee began his lecture.

Meanwhile, Applejack and Shawn were dead set on getting the fence built. Duck was helping in his own special way by sitting on the tractor, and pretending to drive it.

"So, Shawn. Kenny over there kind of gave us an idea of what y'all have been dealin' with the past couple a' days. You really think this fence will hold'em off?"

"Well, it's most of what I could scrounge up from our lumber supply. After some extra fortifying, we'll have this place locked down." He replied, glad to finally be making the farm safer.

"By the way Kenny described'em, if I didn't know any better, y'all sound like yer dealin' with zombies." Applejack took the hammer with her mouth, but was still able to talk coherently. "Where I come from, that kind of stuff is just make believe. I guess things are a whole lot different here."

"Y'know, I actually don't think that's too far from home. But, it used to be that these kind of things were make believe to us as well." AJ looked at him perplexed.

"Well then, how did it get to be the opposite of that?" AJ looked at him perplexed.

"I wouldn't be able to tell you." Shawn stated simply. "I'm just doing what any sensable person would do. Be cautious, be smart, and be there for others." AJ admired the farmer's selfnessness.

"Still...Zombie humans, Ah can't hardly imagine." Her attention zoned away from the fence as she imagined Shawn as a zombie. She scared herself, and immediately dropped the thought. "But just last night, Kenny was talkin' about some military force comin' to take care of this mess. Is something like that really gonna happen?" She asked. Shawn looked at her again, his expression not showing much hope for any kind of military rescue mission at this point.

"You don't understand how bad it is, Applejack. You only got here last night. I...I saw a guy in Atlanta kill a kid. A boy. Just shot him right in the face." Applejack's complexion lost color. While she wasn't familiar with guns, the word 'kill' was what she understood. She was ready to start on another set of nails, but stopped.

"Just...up and killed him?" She asked, not sure if she was going to like the answer.

"Yeah." Shawn grimaced.

"But why? Was the boy...one of those things?"

"I don't know. He was either attacking the guy, or asking for help. He didn't even hesitate. He just turned, put the barrel of the gun right between the kid's eyes and pulled the trigger." Shawn's own words made him sick, as the sight was burned into his brain. "You don't see things like that. It's not like in the movies." He concluded. AJ put her hammer down, and wiped the water from her eyes. Pity, and remorse enveloped her, but what was worse was that with all that Shawn had revealed, she couldn't keep from picturing Ponyville in the same kind of horror. She forced herself to think of something else before she went too far into her troubled thoughts, and imagination. Wishing she could have done more to help, she walked over to Shawn, frowning.

"I'm uh...sorry that something like this could happen to y'all. Trully, I am."

"Well, don't be. You've been a great help with this fence. And don't worry. I'm sure you, Twilight, and Rainbow Dash we'll find your way home before things have a chance to get out of hand." Shawn didn't care to see her upset, and fixed it by changing his mood.

"Thank ya kindly, Shawn." AJ smiled, thankful for his friendliness.

"Alright you two, enough chit chat!" Duck barked with a playfully authoritive tone.

"...And that's basically how the U.S. government works." Lee finished up, proud of his degree on the subject.

"Fascinating." Twilight let herself stare into space, while she did her best to mentally record every detail that was given to her. When Lee figured he'd lost her, he brought his attention to Kenny.

"So, Kenny, how's your son doing?" Lee hadn't taken much time to get to know Kenny's family, and Kenny appreciated his interest.

"Good, I think. Katjaa's got a sister up in Memphis; we were coming back from visiting her. We were in a gas station and some guy grabbed my boy." Kenny poked his head out from under the hood. "I thought he was kidnapping him. I was on the fucker in about two seconds and... Christ. Just lucky I was there."

"Was it one of the...what did you call them...walkers?" Twilight, already out of her trance, put a hoof to her mouth, worried for Duck's well being.

"Yeah, but like I said...thank God I was there." Kenny cringed at the memory.

"I'm so sorry. You talked a lot about what kind of monsters they were last night, but I had no idea things were that bad." Twilight felt about the same pity that AJ had.

"Don't fret. You and your friends there only got here yesterday. Just be thankful you haven't even seen one of those things." Kenny continued his story. "We saw a lot of bodies before we stumbled upon Hershel's. But we're a tough family. Ain't nothing gonna faze us." Both Lee and Twilight admired Kenny's determination. Lee turned his head when he heard Clem, Kat, and Dash laughing together on the porch. The uplifting sight and sound was enough to make him smile.

"I'll catch you guys later." Lee waved to the pair and they waved back as Kenny moved on to the next piece of machinery, the unicorn watched silently. Lee stopped midway, and remembered one more thing that he wanted to ask. "Hey, Twilight?"

"Yeah?"

"How did all of you end up here anyway?"

"Uh, well...it's kind of embarassing...actually..." A mild blush showed on Twilight's cheeks as she tried to hide her humiliation. Lee cocked his head, still waiting for an answer. Twilight smiled sheepishly. "Um...maybe ask Rainbow or Applejack. They'll tell you." He was even more curious to find out now as he shrugged and turned to leave. Lee spotted Shawn and who he assumed to be Applejack, working on the fence, as he made his way over to the porch. The trio turned their heads as he approached. "Hey there, girls. You three actually look relaxed." He joked.

"What's there to be stressed about? It's a peaceful day, and when Twilight's done messing around with Kenny, she's gonna start working on a way to get us home." Rainbow stated as she rested her head on her hooves.

"I think we're doing just fine. Clementine was just telling us about first grade." Katjaa added. Lee was happy to get to know Clementine.

"Oh, uh, how is that?" He asked. Clementine shrugged.

"It's easy." She said matter-of-factly.

"Well, yeah." He replied with a grin, remembering the simple arithmetics of grade school.

"Oh, and Rainbow Dash was telling us about the time she performed the sonic rainboom!" Clem giggled.

"The sonic...rain...boom?" Lee, of course, had to ask.

"Yeah, it's like an explosion, and a shockwave, and a rainbow put together!" Clem did her best to mimick Dash's description, even using her hands to dramatize an explosion. The pegasus was amused by Clementine's fan-girl behavior.

"You know something, kid. I like you." Dash ruffled Clem's hat, and Clem smiled as she re-adjusted it.

"Well, um, I gotta say Clementine, that's pretty cool." Lee added. "Sooo, you're all doing good?"

"Anyway, it's almost as if we didn't see people eating each other for the past three days. It's peaceful here, no?" Katjaa spoke. She was glad to have her family safe after spending so much time on the road. Lee looked at Rainbow Dash. Her bright cyan coat, and loud rainbow mane mesmerized him.

"Hey, buddy, take a picture." Dash scowled helping Lee to snap out of it.

"Oh, uh...heh. Sorry about that." Despite the now awkward atmosphere, Lee struck up a topic with her.

"So, Rainbow. Clem here seems to really like you." Dash smiled at the young girl.

"What can I say, she knows cool when she sees it." She boasted.

Lee smirked. 'Not very big on modesty, is she?' He examined the blue feathers that rested on her flank, making sure not to gawk this time. "So, your a pegasus, huh?" He wasn't too big on mythology or it's many creatures and hybrids, and wanted to make sure he knew what he was looking at. Dash gave him a funny look.

"Gee, what gave it away?" She said with playfull sarcasm, while flapping her wings.

"Yeah, and she's the fastest flier where she's from!" Clementine added.

"She's been entertaining us with all kinds of stories." Katjaa chimed in. "Her and her friends go on quite the few adventures where their from."

"Wanna listen to a few?" Rainbow offered, trying to enhance her crowd.

"Uh...Maybe some other time." It's not that Lee wasn't interested, he just had other things to worry about for now.

"Your loss." Dash shrugged, and went back to talking with Clem.

"So, Katjaa, what do you do when...corpses aren't walking around?" Lee poked fun at recent events to try and lighten the mood.

"I'm a veterinarian back in Fort Lauderdale. Like Hershal, here, except more with dogs and cats and not horses."

"Hey, yeah, how come you guys don't have just regular doctors for horses and ponies? What's the deal with that?!" She huffed, demanding a response. Lee and Kat traded glances, and tried to make up an excuse.

"Oh, wellll...uh you see, we uh...used to have regular doctors for horses but um...with all that's been going on the past few days...we just don't have as many doctors available to us, so...vets are the best we have. Yeah." Lee was lucky Rainbow didn't possess Applejack's BS indicator, or else his fib would have never floated.

"Uh huh..." Dash wasn't totally convinced, but didn't chase the issue any further.

"Nice cover." Katjaa whispered.

"So, what is it that you do, Lee?" Katjaa asked, getting back on track.

"I used to teach up at the University of Georgia."

"We have to hope that we can go back to our jobs soon, Lee. Back to normal. it can't stay like this." Kat's optimism was refreshing to Lee, but he did notice that she had missed a certain aspect of his.

"No, I used to. I was let go a little while back." Lee didn't care much for the memories, but saw no point in hiding anything more than that.

"That's too bad. Well, I hear people always clamor back to college after a big disaster. People don't want to die ignorant, I guess." Lee appreciated her understanding.

"Do ponies have jobs?" Clementine asked Rainbow, since they were on the subject.

"Oh, yeah. There's vendors, doctors, royal guards. Applejack runs an apple orchard, and Twilight's the local librarian." Lee looked back at Twilight wowwing Kenny with more telekinesis demonstrations.

"Heh, no wonder she's got such a knack for learning." Lee commented.

"What about you Rainbow Dash? What do you do?" Clem grinned, anxious to hear what a pegasus could do for a living. Rainbow tilted her head making a 'meh' kind of face.

"I'm on the weather patrol team. It's not really all that exciting." There wasn't much enthusiasm in her answer.

"Weather patrol?" Lee echoed. "Like...news anchors, and weather reporters?" Dash raised a brow.

"What? News anchors? On weather patrol, we schedule things like rainstorms, or snow fall when the seasons come around. Stuff like that."

"Wait, you mean...you control the weather?" Kat asked, and Rainbow nodded blankly. Katjaa and Lee traded looks once again, until they just let it slide off as normal. At least normal where the ponies came from.

"That neat! How do you make it snow?" Clem was loving everything about these other worldly equins.

"Trust me, kid, the job itself is pretty boring, you don't want to know all of the details, and science behind it." Dash chuckled. With another formality out of the way, Lee was interested in hearing Katjaa's version of making it to Hershel's.

"How did you handle getting through the city?" His tone carried worry and wonder, as he tried to imagine such a densely populated area being hit with something this infectious.

"Kenny just...drove. We passed so many people that needed help." Katjaa let her eyes rest on the ground, while she pictured every soul she had seen taken away during their escape. "And...we just...passed people, over some. Just...just." She almost sounded like she might tear up.

"It's okay. It's fine, you don' have to say anymore." Lee started to regret asking about it.

"I want to go home tomorrow." Kat continued. "But even then I can't take away the things we...the things Duck...went through." Rainbow leaned in.

"But, you guys will be okay. After spending an evening with you, knowing what you all went through, I'd say you guys are doing alright for yourselves, and things will just...turn out okay. They have to." Dash didn't know the half of what Kat and her family had seen, other than what they had told her last night, but didn't see any harm in trying to reassure her anyway she could.

"Thank you, Rainbow. That's sweet." Katjaa smiled her thanks. She sighed, and looked back at Lee. "Don't you want to go back to the moment before you knew about all of this?" She pondered, hoping someone would share her feelings. Lee did his best to archive every good moment that he ever had before any of this. Every 'I love you' from his wife. Every friend he knew as a kid, as well as an adult. His family in the small town of Macon. All good things.

"Anybody in their right mind would. Families and BBQ's and beers with good friends." He could only think of the most generic examples, but they all still outshined what was happening now.

"All of those things." Katjaa added.

"Those are the things we live for, right? With those gone, what's the point?" Lee concluded.

"What about your family, Rainbow?" Clem once again bounced the topic onto Dash.

"Oh, well, I haven't seen my parents in quite some time ever since I got my own place in Cloudsdale. I still keep in touch, but I usually invest my time hanging out with my friends."

"Don't you miss them?" Lee pressed.

"Of course I do. Wouldn't you miss your parents?" Rainbow sounded slightly angered.

"I still do, and I didn't mean anything by what I said. I was just curious." Lee gave her a stern look.

"I know you didn't." Dash softened her gaze. Lee realized he had yet to talk to Shawn since last night. He figured he'd still be working on that fence.

"Well, It was nice meeting you Kat, Dash." Lee nodded to them. "I'm gonna go find Shawn."

"Say hi to AJ for me." Dash stated as he walked off. Lee rounded the corner of the house to find Shawn along with an orange pony sporting a ten gallon. He noticed she bore no wings, but wasn't sure if she was a unicorn thanks to her headwear. Lee walked closer and noticed Duck sitting atop the tractor, dry steering like a pro.

"How you doing, Duck?" Lee asked as he passed by.

"Good! I'm gonna drive the tractor!" He spoke with all the avidity in the world. "I'm the foreman! Lift with your back, Shawn!" Lee moved around to examine the progress of the fence.

"Um...you guys need any help?"

"Nah, me and AJ got it." Shawn responded. Upon hearing a new voice, Applejack ceased her work, and turned around to meet and greet. She met Lee's eyes, and held out her hoof.

"Well, howdy, partner!" Upon hearing a new voice, Applejack ceased her work, and turned around to meet and greet. She met Lee's eyes, and held out her hoof. "Name's Applejack. What's yers?"

"I'm Lee, nice to meet you, Applejack." Lee was more than happy to meet another friendly face.

"Likewise."

"I won't take too much of your time, just thought I'd get to know everyone better." Lee explained.

"Well, that's mighty neighborly of ya, Lee. Um...what would ya like to know?"

"Uh, well, I've already met your friends, and it seems you guys are either a pegasus or a unicorn. You hiding anything under there?" Lee pointed at her headwear.

"No horn here, pal. Just your usual hard-workin' earth pony." AJ smirked as she removed it. Lee found it ironic that of the three different ponies, the only one that couldn't use magic or fly, was the one who seemed to be helping out the most.

"So, no magic or nothing?" He asked. AJ shook her head in response.

"But don't worry, I'm just as capable of helpin y'all regardless." She turned back for a second to admire her end of the fence.

"Rainbow Dash told me you owned an apple orchard. Being a farmer of sorts must be why you're so handy." Lee also guessed that was where the accent was coming from.

"Yep. Grew up there with mah brother and granny. Ah also got a lil sis waitin' for me back home. You got any siblings of yer own?" She asked.

"I got a brother up in Macon. He's with my parents."

"Shawn was tellin' me how widspread this thing was. I can only hope that they're okay." AJ sympathized.

"I appreciate that, I'm sure they're doing okay, too." Lee smiled. Applejack walked past Lee, and looked around the corner of the house. She returned shortly after.

"That youngin' over there yer daughter?" She tilted her head past the house.

"No, I uh, found her alone. I'm looking after her until we find her parents."

"Do you know where they are?"

"For now, we only know they're in Savannah." He frowned. Lee turned around to examine the hefty part of the fence. "The fence is coming along great."

"Thanks to Applejack." Shawn chimed. "She's been outworking me ever since we got started on this."

"As you can hear, Shawn here is quite the flatterer." Applejack joked as she returned to her tools.

"Hey, I give credit where credit is due." Shawn laughed. Lee remembered another thing that Twilight had told him.

"Say, Applejack, I asked Twilight earlier how you all got here, but all she said was was to ask one of you."

"Oh, she's just a tad embarrassed that's all." Applejack looked at him, and rolled her eyes. "Ah don't even understand why, it was kind of all of our fault."

"Why would she be embarrassed, what happened?" Lee continued.

"Ah won't bore ya with the details. Basically she was showin' us how she could enhance her magic spells, and uh, let's just say that the teleporting demonstration was a little too...amped." AJ snickered at the mishap.

"So, you guys sure you don't need help?" Lee offered again.

"Thanks, Lee, but me and Applejack got this." Shawn declined. "Although if you see my dad, he might want some help in the barn." Lee turned to leave, but not before giving his thanks.

"Hey, Shawn, thanks again for the ride." Lee turned to leave, but not before showing his gratitude.

"No problem, Lee. Couldn't leave you behind." Shawn smiled.

"I'll see you around, Applejack." Lee waved.

"Later, Lee." She waved back. Lee took the short way back to the barn past Kenny, Kat, and everyone else. He walked in to find Hershel forking hay. Hershel caught Lee out of the corner of his eye.

"How did you get out of Atlanta?" Hershel asked as he continued his work. 'Great, more interrogating.' Lee thought.

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Twilight had been listening intently since Kenny had started woring on his truck, but every now and again she would stop to ask him about materials she would need to start building a replica machine to send them home. Dissapointment and worry were starting to set in anytime Kenny had no idea about a certain material, or if he replied saying there wasn't much of a different component left to salvage. Twilight slowly began to realize that the possibility of a quick way home was becoming hazy.

"Hey, Kenny, I'll be right back. I need to go have a quick word with my friends."

"Okay, I'll be right here." He replied as he leaned in far to get to the back of the engine. Twilight trotted over near Clem, Katjaa, and Rainbow. She beckoned Dash with the nod of her head.

"Back in a sec, guys. Twilight needs something." Dash hopped down from the porch. Twilight did the same motion for AJ.

"Shawn, Twilight and Rainbow Dash need me for something." She set down the extra lumber she had been carrying.

"Alright, I'll keep going here." Applejack left to join her freinds who sat at the opposite end of the fence from Shawn. "Ahm here, what's up?" AJ asked. Twilight scratched the back of her head.

"I um, sort of have some bad news. Turns out that finding the right constituents to make a copy of my invention may be much more difficult than I anticipated." Twilight laughed nervously and scratched the back of her head. Applejack and Rainbow shared uneasy stares.

"So, what? We'll be stuck here a little while longer?" Dash asked.

"Um...Actually. We might have to put our hopes into somepony noticing that were gone, and helping us get back." Twilight twiddled her hooves.

"Horse apples!" Applejack exclaimed. "How long do ya think that'll take?"

"I...don't know..." Twilight lowered her head.

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Despite being honest about how he got out of Atlanta, his family's whereabouts, as well as how he came across Clementine, there was still something about Lee that rubbed Hershel the wrong way. Hershel rested his pitchfork in the straws, and approached Lee.

"Can I give you a piece of advice?"

"Sure." Lee replied.

"I don't know who you are or what you did. Let's say things don't get better back in the cities, or they get worse before they do. You're going to have to depend on the honesty of strangers if you're going to make it. And if those same people get to questioning yours, you're going to be in trouble." Hershel warned. Lee didn't let Hershels's words conflict with his conscience, seeing as how he had been truthful since he arrived at the farm. "But at least you have the common sense to listen to a man giving you advice." As Hershel finished his lecture, the sound of an engine starting up followed by painful yelling hit their ears.

"What the?!" Lee ran out of the barn.

"GO! I'll get my gun!" Hershel shouted as he ran inside the house. Lee sprinted past the porch and towards the fence where Shawn and Duck were. As he rounded the corner, he saw Twilight, Rainbow, and Applejack who also ran to investigate the noise. As they reached the fence, a duo of walkers hungrily reached toward Shawn through the unfortified parts of the fence. As desperately as Shawn struggled, he couldn't budge since Duck had accidentally started up the tractor and ran over his leg, pinning him.

Duck looked down at Shawn, unaware the accident he had just caused. Seconds later, another walker appeared from the tall grass beyond the fence. It snarled rabidly as it grabbed a hold of Duck. Both Duck and Shawn were now calling out for help, while Lee tried to decide who to save first. Clementine stood several feet from the tractor, petrified. Lee was grateful to Shawn, and pretty much owed him his life, but couldn't bring himself to let a child be taken. He ran to Duck's aid. The ponies watched as Lee grabbed onto Duck, and attempted to pry him from the walker's grasp.

"C'mon!" AJ yelled as she tended to Shawn. The farm pony held out her hooves, and Shawn squeezed them tight, terrified for his life. Applejack used every ounce of strength she had to push back with her hind legs, but to no avail.

"My leg is stuck under the tire!" He shouted.

"On it!" Dash replied as she hovered at the front of the farm vehicle. Using her wingpower, she heaved and strained at pushing the tractor off of Shawn, while AJ continued to pull. Although Dash's wings were some of the strongest in Equestria, the mass of the tractor proved too great. Twilight could do nothing but stand frozen in fear at the sight of a walker. They were just like humans, but substantially grotesque and animal-like. She caught one's gaze and backed away as she saw that a lifeless white glare was where their eyes were meant to be. Applejack noticed her hesitation.

"Twilight! C'mon, we need yer help!" She bellowed.

"Snap out of it, Twilight!" Dash added as she continued to force the tractor in vain. The unicorn shook her head, and watched as her friends struggled to help the trapped human. She let go of her fear and fascination of the primal creatures, and sprung into action. Twilight moved next to the tractor. A dancing purple aura enveloped it as Twilight struggled to move it with her magic. One of the walkers brought their attention away from Shawn to take a quick swipe at Applejack. The orange pony slipped from Shawn's grasp, and stumbled away from the attack, but she immediately got up, and dove back in to help.

About this time Kenny had arrived, and aided Lee in saving Duck. Kenny grabbed onto his son, while Lee took the opportunity to wallop the offender, making it release it's grasp.

"I got you!" Kenny held tightly onto his son, and backed away from the fence.

"Kenny! Lee! Help them!" Shawn pleaded referring to the eqiunes. Kenny looked at Shawn and then to Lee while he slowly made his way for the safety of the house. Ultimately, Kenny decided against helping Hershel's son as well, and took off, making certain his own kin was safe. With the combined efforts of Twilight, and Rainbow, Shawn was nearly free from the tractor's weight. Lee rushed over to help, but too much time had already been wasted. Just as Shawn's leg came free, the few boards that held the fence together collapsed, allowing the walkers to fall onto Shawn's lower body. Applejack had pulled Shawn a small distance, but could do no more as one of the monsters sank their teeth into Shawn's leg. The second walker went straight for Shawn's neck as he cried out in agony.

The crunching sound of bone tearing flesh made Clementine and the ponies cringe in disgust. Hershel had arrived with his gun a few seconds too late. His heart beat cold as Shawn's struggles became weaker. He raised his weapon, and fired; the blast making the ponies flinch. One of the three walkers took the first shot to the head, and fell over, dead for good. The other looked up and growled at him. Hershel scowled, and pulled the trigger again. The walker's skull and gray matter painted the solid part of the fence. The ponies thought they were going to be sick. The third walker stumbled toward the opening in the fence, but Hershel wated no time in dispatching it.

With the threat gone, Hershel set his gun down, and looked over his son's mortal wound. Shawn was still clinging on to life; his own blood, as well as the walker's, stained his clothes and face.

"I'm okay, pop...I'm okay." Shawn rasped, obviously in shock.

"I can fix you, don't worry, we'll stitch you up." Hershel tried to reassure Shawn and himself.

"It almost...almost got me, man." Shawn's delusional state was only making it harder for Hershel to cope with what was happening. "Applejack and her friends...they tried to save me." He wheezed.

"I know, son." Hershel replied tearfully.

"I..." Shawn gave his dying breath, and the yard was quiet save the still running motor of the tractor. Hershel leaned in closer, hoping to find any sign of life. He laid his head next to his son's and wept. Kenny had reluctantly returned, hoping there was something he could say or do, but his presence was beyond unwelcome at this point. The ponies wept alongside Hershel, witnessing death for the first time. Hershel sat back up, and thought about his son still being alive. His sorrow, and regret was now being replaced by anger and blame. 'He could have made it.' Hershel thought spitefully.

"Get out." He said barely above a whisper. When no one responded, Hershel stood and decided to make himself more clear. "GET THE FUCK OUT OF HERE!" His hateful tone made everyone shrink back.

"I'm sorry." Kenny muttered.

"SORRY?! Your son is alive, you don't GET to be sorry!" Hershel spat. "And YOU!" He turned on Lee. "You didn't even try to help!" Lee looked at Duck, who hid behind his father.

"I was worried about the boy." Lee explained.

"Look at him." Hershel reminded Lee of his deceased son. "You weren't worried about that." Hershel then glanced at the three ponies that stood to his right. "You three tried to help him, but these pieces of shit let him die." Hershel glared at Lee and Kenny. Twilight stepped forward, with her head hung low.

"It's my fault, not theirs. I...didn't react quick enough."

"You still did more than THESE cowards." Hershel countered. "Please, just go. Get out and never come back." Hershel turned back to his boy, and mourned. Lee walked over to Kenny, hoping the offer for a ride still stood. Kenny and Kat glanced at Clem, knowing Hershel's farm was no longer a safe haven.

"You've got that ride to Macon if you want it." Kenny stated.

"What about us?" Dash asked, as her and her friends trotted over.

"We don't have anywhere else to stay, and I don't think we'll be finding a way home if we aimlessly wander around." Twilight pointed out.

"I don't know. Duck didn't seem that important to you when he was being attacked." Kenny held no hard feelings towards the mares, but wondered if he could count on them to look out for his family.

"Ya gotta believe me, Kenny. It weren't nothing personal against Duck, we just figured Lee had everything under control. Shawn had no one to help him." AJ made her case.

"Please let them come with us." Clem added. Kenny saw the pitiful look in the ponie's eyes, as his conscience drove his decision.

"Alright, fine, let's get going. Everyone in the truck." Kenny sighed. He and Lee took the front seats, while Katjaa, Duck, and Clementine sat in the back. Twilight, Rainbow, and Applejack rested in the bed as Kenny started the engine. They pulled away from the fence, and out of the dirt drive way. The ponies glanced back at the farm, scarred by what they had witnessed during their time there. With the walker threat steadily rising, this would surely not be the last of what they all would endure.

Episode 1 Chapter 4: Trouble in Macon

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Celestia, along with Rarity, Pinkie Pie, and Fluttershy had arrived at the treehouse the night prior. Spike had sent a letter to the princess of Twilight's AJ's and Rainbow's disappearance, and took the liberty of gathering their friends himself.

"I just don't know what happened. One minute they were downstairs and the next, they were gone. I swear I didn't see them leave." Spike explained.

"It's okay, Spike." Celestia's voice was soft. "I'm sure there's nothing to worry about, maybe Twilight just teleported herself and her friends out of the library."

"Yeah, maybe." Spike scratched his head. "But that still doesn't explain all of the noise I heard right before I went to check on them."

"What kind of noise? What ever were they doing down there?" Rarity asked.

"Twilight told me she was going to show Applejack and Rainbow Dash that invention she's been working on." Spike answered.

"Ooh, I remember her telling me about that! It's the one where unicorns can boost their magic to do all sorts of crazy stuff, right?" Pinkie grinned.

"Yeah, that's the one." Spike nodded.

"Interesting." Celestia tapped her chin. "How long has Twilight been working on this...machine?"

"It's been about a couple months, I think." Spike estimated.

"Was it finished?" Celestia continued.

"Well, no...actually." Spike tapped his claws together.

"Could something have gone wrong?" Celestia began to worry.

"Maybe...I don't know. I never even went around the thing, so I don't know how hazardous it could've been."

"Well, if the machine's function was to increase a unicorn's casting power, and it was incomplete, it may stand to reason that they were possibly teleported somewhere far away." Celestia didn't know just how right she was. "But that is only my educated guess. There could be numerous other reasons why they would disappear for the entire day, but I believe that is the most likely." On the inside, Celestia was distraught for her student and her friends, but kept her composure as not to panic her subjects. "I will return to Canterlot, and issue an immediate search party for them."

"We want to help too, your majesty." Fluttershy added, equally concerned.

"Thank you, Fluttershy. The royal guard will have everything under control, but you all may help if you wish." Celestia smiled. As the ponies left the library, The sun sovereign's smile faded, and she closed her eyes tight. 'Please, Twilight, Applejack, Rainbow Dash. Please, be safe.' She silently prayed.

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The drive to Macon had been a long dull one. No one spoke much except for Twilight who couldn't help but feel partially responsible for Shawn's death. Applejack and Rainbow Dash tried to console her in every way, but didn't seem to be getting through to her. The sun had set only moments ago as they arrived in Lee's hometown. Kenny's hopes sank as the fuel gauge rested on "E". The truck sputtered, and kicked, shaking the mares in the bed of the vehicle. Once the worn out machine refused to go any further, Kenny put it in park, and disengaged the ignition.

"Well, this is as far as were going." Kenny spoke in a glum manor.

"Then it's far enough." Lee added as he opened the passenger door.

"What happened? Why are we stopping?" Twilight asked as she hopped out of the bed.

"The truck's run out of gas, so were stuck here until we find more." Kenny replied. Kenny had managed to park the truck in the back ally of a Drugstore; coincidently the very store that Lee's parents owned. Lee stared sadly at the neon sign that rested above the entrance. He hoped that his family had been prepared. He hoped for the best, but assumed the worst. The group then made their way out into the street. The wrecked cars, and liberal debris indicated that Macon hadn't been spared of the undead's rampage.

"You know, Ah really admire how widespread this civiliazation is. We've been riding in that thing all day, and still we come across settlements like this." Applejack gawked at the brick buildings, and various businesses.

"Not sure if you can really call it a 'civilization' anymore." Dash added. Duck strayed a little ways from the group, and spotted someone on the far end of the street.

"Look!" He pointed at the stranger. The figure was on his knees half hidden by an overturned vehicle. Kenny took a few steps closer to get a better view.

"Hey there! You friendly? Truck's run out of gas." Kenny waved his arms. Each of them squinted trying to focus on the stranger, but to their horror, Kenny's greeting was met with a fleshy face, and an angry snarl. "Fuck!" Kenny put his arms out to the sides, keeping his family behind him. As the walker got up, a great number of his buddies showed themselves from virtually every direction. The group backed slowly into a small circle. Twilight's horn glowed brightly, showing she had an offensive spell at the ready. Rainbow hovered, and put her hooves in front of her, unsure of what to do. Applejack crouched into a fighting stance, but backed away as the sub-humans closed in.

"What do we do!" Twilight cried, panic setting in.

"We're trapped!" Katjaa yelled. Walkers continued to appear from behind wreckages, inside buildings, and past street corners. Focused on the growing number of walkers, Kenny and Katjaa failed to notice Duck getting seperated and grabbed.

"AAHHHH! NO! NO!" Duck hurried to get away but the walker already had a hold of him, while everyone turned their heads to find the young boy. Before the walker could take a chunk out of him, Duck was yet again saved, only this time by a gunshot from an unknown source. Duck's attacker fell partially on top of him, knocking him down and covering him in grime and muck. Everyone turned their attention to a woman standing in front of the drugstore; a pistol raised in front of her. Duck ran over into the safety of his parent's arms. The unknown woman took another shot, hitting her mark as a second walker fell.

"RUN!" Yelled another stranger, this time a man. He waved them into the drug store. The group wasted no time bolting for the door to find safety. The woman spent a couple more bullets before returning inside as well. The man waited for everyone to pass the sliding security gate as he closed it behind them, and locked it with a padlock. He tugged it to confirm it's hold, and quickly followed them in. With everyone safely inside, a second women approached the scene, anger present on her face.

"We can't take risks like this!" She snapped.

"And we can't just let people die either." The first woman countered.

"When I say 'that door stays shut no matter what', I fucking mean it."

"What the fuck are those things?!" A tall, built, but elderly man pointed at the colorful equines. The second woman stared at them questioningly.

"THIS is why we don't take risks. We don't know who these people are, or what those things are. They could be dangerous!"

"Worse, they could've led them right to us." The elderly man added.

"Where the hell is your humanity? They woud have died out there!"" The gun wielding woman stated.

"Please, listen. We're not dangerous." Applejack spoke, and as she did, everyone who didn't know them glared at them in disbelieve.

"I don't think we should be taking our chances with this pack of freaks." The old man frowned.

"Larry, come on, you're jumping to conclusions!" The first woman scowled.

"We have kids with us." Lee said, trying to gain compassion.

"I see one little girl." Larry replied with a sour tone. Clementine grabbed Lee's hand to get his attention, while the groups argued.

"What is it?"

"I...I have to pee."

"In a minute, Clem." Lee knew that the immediate situation needed his attention.

"They've got kids, Lilly." The man that had locked the gate defended them.

"Those things outside don't care." The second woman, now known by Lilly replied coldly.

"Maybe you should go join them then, you'll have something in common!" Kenny responded angrily.

"Look, everyone please, just calm down. We can talk this through." Twilight tried to maintain peace.

"I'm not the only one hearing these talking goats, right?" Larry gave them another distrustful glance.

"Who the hay are you calling a goat?!" Dash flared her wings.

"Rainbow, take it easy." Applejack prompted.

"Goddamn it, Lilly. You have to control these people!" Larry referred to the man and woman's risk.

"Carley and Glenn just ran out there!" Lilly explained.

"I don't give a flying fuck! We're in a warzone."

"She's not wrong, they took a risk." Lee tried to see it from Lilly's perspective.

"Yes we did." Lilly concurred.

"And we appreciate it. Now let's settle down." Lee added.

"Holy shit..." Larry looked behind him to find Katjaa cleaning the grime off of her son. "Son of a bitch, one of them is bitten!"

"No, he was only grabbed, he wasn't bitten!" Twilight was quick to step in.

"Hell he wasn't!" Larry approached Duck and his mother. "We have to end this, now."

"Over my dead body." Kenny subtlely blocked Larry's path.

"We'll dig one hole." Larry snidely remarked.

"No! I'm cleaning him up, there's no bite! He's fine!" Katjaa cried.

"Don't you fucking people get it? We've already seen this happen. We let someone with a bite stay, and-and we all end up bitten!" "Larry reasoned.

"Shut UP!" Kenny barked.

"We gotta throw him out, or smash his head in!" Larry heartlessy proposed his solution.

"KENNY! STOP HIM!" Kat pleaded.

"That's just about enough out of you, partner." AJ clenched her teeth, and stood next to Kenny, ready to help.

"Yeah, just try something, old timer!" Dash blocked Larry's advance as well.

"Ha, would you get a load of this! The inbred mule hick, and flying pride parade are gonna stop me." Larry taunted both AJ for her drawl and Rainbow Dash for her mane. Patience in both ponies was already wearing thin.

"Lee, what do we do about this guy?" Kenny looked to him. Lee knew tensions were already high, and with the walkers just outside, things needed to calm down if they were to remain inconspicuous.

"We reason with him." Lee crossed his arms.

"I agree, perhaps we can get through to him." Twilight added.

"With the bloody end of an axe handle, maybe! No one threatens my boy!" Kenny stuck to his guns.

"Dad, come on, it's just a boy." Surprisingly, Lilly spoke against him.

"Lilly, you know as well as I do that we can't take that chance. We're doing this."

"You're not doing ANYTHING!" AJ scraped the floor.

"Stow it, you. Hell, if I wanted, I could punt you clear across the room!" Larry scoffed.

"Don't you talk to my friend like that!" Rainbow glared at the old man.

"Applejack, Rainbow Dash, please calm down! This isn't going anywhere good!" Twilight tried to convince her friends.

"I'm sorry, Twi, but this guy obviously ain't gonna listen to reason. If kickin' his flank is what it takes, then that's what's gonna happen." AJ replied.

"Aww, listen to that, they don't even swear." Larry taunted again, noticing AJ's replacement for 'ass'. Applejack's fuse was burning fast.

"Everybody chill the fuck out!" Carley exclaimed.

"Nobody is doing anything!" Lilly added, trying to get control of the situation.

"Shut up, Lilly." Her father was tired of her interfering. "And you, shut the fuck up." He glanced at Carley. "They will find us, and they will get in here, and none of this will fucking matter. But right now we're about to be trapped in here with one of those things!"

"What the hell are you talking about?" Kenny asked.

"He's BITTEN! That's how you TURN!"

"What part of 'he's not bitten' don't you understand?!" Dash yelled impatiently.

"I've just about had it with you freaks. Move aside!" Larry glared at the equines.

"He's not bitten! Lee, stop this, it's upsetting him" Katjaa pleaded as she continued to clean Duck.

"Oh, I'm upsetting him." Larry laughed. "Upsetting is getting eaten alive!"

"We get it, dad, it's a big deal." Lilly made another attempt to calm him.

"What if this was your daughter?!" Lee confronted him.

"Never would of happened." Larry replied with all confidence. "She's not some snot nosed toddler, okay? She's United States Air Force."

"Oh, fuck you and her!" Kenny let hatred fuel his words. "I'm gonna kill him, Kat! Just worry about Duck."

"Lee, what are going to do?! Things are getting too far out of hoof!" Twilight cried.

"I'm trying, Twilight, but if things don't settle down soon..."

"Lee!" Clem had wandered off to the back of the store where the restrooms were, and called for him.

"Yeah?"

"There's someone in there." She stood in front of the restroom, shifting in discomfort.

"It's just locked; key's behind the counter. Probably." Lee assumed, as he thought it best not to leave the heated argument.

"Hey, I'm not the bad guy here, I'm just looking out for my daughter!" Again, Larry tried to justify his intentions.

"No, you're just the guy arguing for killing a kid!" Kenny countered.

"He's covered in muck! She'll find the bite, watch."

"She won't" Kenny proclaimed.

"And if she does?" Larry stared hard at Kenny. "The first thing he'll do is sink his teeth into his mom's face. Then, once he's dead, he'll probably pounce on one of you two." He nodded to AJ and Rainbow.

"This is your last chance to back off." Applejack said threateningly.

"Just wait, it's only a matter of time." Larry ignored her.

"He's a little boy; I think we can handle him." Lee disputed Larry's earlier prediction.

"A little boy?" Larry scoffed. "He'll be an uncontrollable man eater!"

"It's not gonna happen!" Kenny repeated.

"It is, and we're tossing him out NOW!" Larry inched forward.

"I don't think so!" Dash did the same.

"And after he's dealt with, you freaks are NEXT!" Larry scowled at the ponies.

"Lee!" Twilight yelled, and powered up her magic. Lee clenched his teeth, and knew that the time of negotiation was over. He knew that bruatality was the only way to deal with this bastard.

"NO!" He shouted. "You don't touch that boy! You don't touch anybody! I've got a little girl I'm trying to protect too." Lee got up in Larry's face, while Larry was ready to snap. "You wanna get violent you old fuck?! Well, COME ON! You better have a plan to kill me though, because it's me before anyone else in here!" Kenny, AJ, and Dash smiled thankfully at Lee's explosive reaction, but the moment was short lived as Clementine's screams sounded in the back. Everyone turned their attention to a walker stumbling out of the bathroom, and snarling at her.

"Jesus!" Larry exclaimed, but made no attempt to help.

"CLEMENTINE!" Lee shouted, and rushed to her aid. He bumped into Lilly, making him trip, and slowing his rescue. He picked himself up as the walker was about to grasp Clem's feet. Before Lee could rush down the aisle, a spectrum of colors zipped by and knocked the attacker away from Clem. Lee kept going as he saw Rainbow wrestle the creature away while Clem escaped. Dash had smashed the walker just above it's chest, snapping it's collar bone but not killing it. Before she could escape as well, the growling zombie wildly grabbed at Dash's wings, and found hold.

"LET GOOO!" She screamed, and thrashed crazily. The walker brought his head up to her flapping wings, and bit down.

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"How goes the search?" Celestia stated casually, but dreaded the answer by the look on the search party captain's face.

"I am sorry, your highness. We've combed nearly the entire forest, as well as some of the neighboring mountains. But there is not hide, nor hair of Twilight and her friends." The guard replied regrettably. Celestia hung her head low, and let a single tear fall. She was beginning to fear the worst.

"Continue searching. Have your men check the planes West and South West of Ponyville. Proceed a few miles past the Everfree's end, and then report back to me."

"Yes, your higness." The guard saluted. He left in a hurry, shortly before Shining Armor arrived. He arrived in an anxious manor.

"Did I miss the search party report?" Shining asked in a distraught tone.

"The captain left just moments ago." Celestia confirmed.

"...What did he say...?"

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"RAINBOW!" Twilight and Applejack screamed in unison. They ran to help their friend, but Lee was the first to reach the distressed pony, and jolt the walker away from her.

"Get off of her you son of a bitch!" Lee grabbed hold of the walker's shirt and pried it off of Dash. He swung the snarling monster around, but the walker turned back, and lunged onto Lee. Lee put his arm across the zombie's chest, but was slowly being overpowered. "Ah, fuck! Get...off!" Lee struggled, but the walker's maw inched towards his neck; blue feathers stuck in between his mishapen teeth. Just as the creature was about to get a second mouthful, Carley intervened with another well placed shot. The walker's head jerked from the impact, and Lee shoved the useless corpse away from him. "Man..." He managed to catch his breath. Lee looked back at Carley who still aimed her gun, ready in case her shot had missed.

"You okay?" She lowered her weapon.

"Just great, thanks." Lee examined the hole in the walker's dome.

"Uh...guys?" The man who Lilly had referred to as Glenn could hear the sub-humans outside. The small horde banged on the outside walls and gate, attracted by Carley's quick thinking. A third man who had yet to say a single word backed away from the front door, where he had stood until now. Clem hid behind Lee, while Rainbow Dash's friends examined her wing.

"Everybody down. Stay quiet." Lilly ordered. Everyone watched as the wooden planks shook with every hit from the hungry mob outside.

"They're gonna get in." Larry whispered.

"Shut up." Kenny shushed him.

"Rainbow Dash, are you okay?" Applejack looked over her wing again.

"Will you be quiet?!" Lilly barked in a hushed voice. Sounds of what seemed like gunfire echoed from outside along with mild explosions.

"Is that the military?" Lee spoke up.

"I don't know." Lilly shrugged.

"Thank God for whatever it is." Glenn sighed. A helicoptor could be heard passing overhead, and once the walker's attention had been drawn away, everyone eased out of hiding. Larry was the first to speak.

"We almost died because of this bitch and her itchy trigger finger! That was stupid! That was..." Before he could finish, Larry groaned and clutched his chest. He fell to his knees as his heart pulsed in agony."

"DAD!" Lilly rushed over as Larry slumped to the floor, grunting in pain. She took a knee and tried to analyze the problem.

"What's wrong with him?!" Lee asked.

"It's his heart." Lilly answered.

"Well, if you ask me he kind of had that comin'." AJ talked under her breath.

"My pills..." Larry rasped.

"Uh-um, Nitroglycerin pills?" Katjaa's medical training aided her memory.

"Yes, we're out. We've been trying to get into the pharmacy since we got here!" Lilly explained. "Please, try to get in there behind the counter where the pills are!" She pleaded.

"There's probably another entrance. Maybe through the office." Lee looked past the locked bars across the counter.

"How do you know that's an office?" Carley prodded.

"Educated guess." Lee shrugged, almost giving away his relation to the pharmacy.

"It doesn't matter." Lilly added. "We need nitroglycerin pills, so please get in there. I'll keep an eye on my dad." Lilly guided her father near the office door, and had him rest against one of the shelves. Larry's breathing was forced, but he appeared stable enough for now.

"Lee, I think Rainbow Dash got hurt!" Clem cringed and pointed at Dash and her friends. Rainbow was taking deep breaths, while Twilight thoroughly examined her wing. "I have to go check on her!" Clementine said anxiously.

"Go right ahead, I'll come find you in a minute, okay?"

Okay!" She hurried to help her equine friend.

"Everyone else should get comfy and look for anything useful. We could be in here for a while." Kenny momentarily took charge.

"I'm starting to think this drugstore isn't a permanent solution." Glenn smirked.

"You're right, this ain't exactly Ft. Knox." Kenny agreed. Him, Glenn and Lee continued to discuss what they're next step was, as well as who was in charge of what. Meanwhile Clementine, Twilight, and Applejack bombarded Rainbow Dash with concern.

"Guys, come on, it's okay. I don't think it got any skin." Dash reassured, stretching her wing.

"I think she's right. There's no visible blood, just a few missing feathers." Twilight sighed, relieved to find her friend unscathed.

"Tarnation..." AJ muttered. "That...was too close."

"Thanks, Rainbow, for protecting me." Clem smiled.

"Think nothing of it, kid. I'm just glad Lee showed up when he did." Dash chuckled. As the girls continued on, Glenn had volunteered to head toward Peachtree in search of gas for Kenny's truck. Kenny then took the liberty of giving people their jobs.

"You, you keep an eye on that front door. You're our look out." He adressed the man who had ironically been standing near the door the whole time.

"It's Doug, you got it." Doug confirmed.

"And I'm Carley." The crack shot introduced herself.

"Okay, Carley, you'll shift in with Doug when he needs it. For now, get some rest, you're a good shot and I'd like to keep it that way." Kenny concluded.

"Wait, what about...her?" Carley looked past Kenny to Rainbow Dash. "Wasn't she bitten?" Carley put both hands on her gun. Twilight's ears pricked up, and she stood.

"We checked her and she's not bitten!" Twilight scowled. "We are NOT starting that again!"

"Okay, okay! I was just being cautious." Carley backed off.

"Hey, Kenny." Applejack stood. "I'm going to go sit with Katjaa, and Duck; see if they need anything."

"I'd appreciate that." Kenny smiled his thanks. "Alright, everyone knows what they need to do, so we'll focus on getting you those pills." Kenny glanced at Larry, who said nothing in response. As everyone left to their duties, and with everything calmed down, Lee was able to take the time to soak in the nostalgia of being in his parent's store, with their old office just down the aisle. The memories slowly came back to him of his brother who had worked for his parents for many years. He wondered more about his brother's whereabouts, assuming that his parents may have been here at the store when all of this happened. Lee ultimately thought it best to check in with everyone before heading into the office, where his worst fear could come to life.

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Celestia commanded the sun to set, as sorrow washed over her. An entire day gone by with no sign of her student, or her friends in Equestria's borders. Shining Armor was faring no better, worse even. He had hardly been able to carry out his duties knowing that his kid sister was out there somewhere, lost but hopefully not alone. Celestia had tried her best to lighten the burden of worry with multiple search parties, but with as many guards unable to find three ponies, at the end of the day it only made the feeling of hopelessness worse. 'It will be okay.' Celestia thought positively. 'It's only one day. They must be out there somewhere. It's only one day.'

Episode 1 Chapter 5: Family Ties

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E 1 Ch 5: Family Ties

-Edited by Solar_Flicker

Rainbow Dash slowly massaged her wing, trying to sooth the strain she felt in it. She smiled as Lee aproached her, Clementine, and Twilight.

"Hey, there." Lee bent down to sit with them.

"Hey, Lee. Listen, I just want to say thanks, for having my back and all." Dash was straight forward with her gratitude.

"Don't mention it. It was the least I could do after you saved Clem. How's your wing?"

"It's doing okay, just a little achy from that walker." She flapped it a few times as the soreness had subsided.

"What about you, Twilight?" Lee nodded to her.

"...I'm...fine...I... just want to go home." Twilight's tone was melancholy. "I thought I could get us home sooner, but now...I'm scared I won't be able to before...something happens." Twilight hinted at her friend's close encounter. Lee moved closer to comfort her.

"Don't worry, we'll..."

"How can I not worry?! One of them almost got my friend!" Twilight interrupted him.

"Twilight, calm down. Lee's just trying to help." Dash glanced at the unicorn. Twilight sighed, and let her anxiety melt.

"I...I'm sorry..." Her ears drooped.

"It's okay, I understand. I can empathize; wanting to go home and all." Lee was understanding.

"Wait a minute, didn't you say something about your family being here in Macon?" Dash picked up on Lee's statement.

"Yeah, I uh...I grew up here." Lee replied. "It's just...been so long since I've been back." He added, talking to no one in particular.

"And your family?" Twilight pressed.

"...I...don't know. I can only hope that they're safe, or that they got out somehow." Lee wanted to dismiss the other likely possibilities.

"Oh, I'm...sorry, Lee." Twilight spoke softly.

"There's no need." Lee waved his hand. "But what I was going to say is we'll help out however we can until you guys can go home." Lee smiled at Twilight. He wasn't sure just how many people he was speaking for, but knew that he and Clementine were there for them, for what it was worth.

"Thanks, Lee. We appreciate that." Twilight smiled to him.

"Of course. Ponies or humans; we're all in this together." Lee chuckled. He noticed Twilight still looked down, but wasn't sure what else to add to help her out of her funk. "Clementine, is there anything you need?" He turned his attention to her.

"No." She shook her head. "Well, maybe I'm a little hungry." She changed her mind.

"Oh, well, it's not much but here." Lee reached into his pocket for one of the energy bars he had found while looking around the store beforehand. "I've been looking around for any supplies we may need."

"Thank you." Clem smiled, and took the snack.

"Of course." Lee caught Rainbow Dash giving him an approving smile.

"You're a good caretaker." She nodded.

"I do my best." Lee replied. He stood up to end the conversation. "I'll be back in a bit. Oh, and Clementine, you should know that I gave Glenn the other walkie-talkie so he could stay in touch. Be listening for him, okay." Clem nodded in understanding. Lee left, and went to join Kenny and his family, along with Applejack. He caught sight of the office door again, but again waited until later to head inside.

"Hey, Lee." Kenny greeted as Lee approached. "You really gave that old man hell." He smirked.

"Yeah, we got pushed you know." Lee responded.

"You don't have to tell me; I was ready to tear the man's head off." Kenny added.

"Well, as fired up as ah was, I'm kinda glad it didn't come to that. He's a biggin." AJ chuckled.

"Yeah, but it ain't the size of the dog in the fight, it's the size of the fight in the dog." Lee grinned.

"Too true." Applejack replied, crossing her hooves.

"Well, you both should know that we, Kat and I, appreciate your support." Kenny thanked them.

"How's Duck doing?" Lee carried the conversation forward.

"He's okay, it was just a shock." Kat answered.

"We're lucky as hell nobody got nabbed on the way in here." Kenny spoke.

"And that Rainbow didn't get hurt." AJ added.

"No kidding." Lee nodded. It had been a close call for the pegasus, and strangely enough, Lee had been feeling an odd sense of responsibility for her afterwards, kind of the way he did for Clementine.

"How is Rainbow doin' by the way?" Applejack looked around the corner of the aisle.

"Don't worry, I checked in with her. She's doing just fine." Lee reassured.

"Ah figured; she's never really been big on showin' fear, even when it's most appropriate." The farm pony smiled.

"What about Clementine, is she okay?" Kat glanced over at Clem.

"She's good, I think." Lee hoped his words rang true.

"She's a tough one, right there." Kenny chimed.

"She's just a little girl, Ken." Katjaa figured Clem's capabilities were being overestimated.

"What you were saying, Lee, she spent days surviving on her own?" Kenny disputed his wife's opinion.

"That's right."

"Not just any little girl can do that." Kenny admired Clem's courage.

"Still, Ah can't even imagine how hard it could've been for the little one, even if she did hold out." Applejack shared her thoughts.

"I think her sense of optimism helps her with that. She's a unique kid." Lee praised her. "But what about you guys, are you all alright?"

"We're just fine, considering." Kenny answered.

"How about you Duck?" Lee asked. Duck didn't answer, as he appeared to still be shaken up from recent events. A timid expression was stuck on his face.

"We've been through a lot." Kat answered for him.

"Applejack?" Lee continued.

"Oh, Ah'm doin' just fine. For now, everything's under control, and no one's seriously hurt. Well, no one who didn't have it comin.'" The orange mare flicked her eyes at Larry.

"What's the plan?" Lee questioned, wanting to know what Kenny had in mind.

"Hang tight, I suppose." Kenny shrugged. "Seems pretty dangerous out there, so we oughta wait for things to clear up."

"You said your family was from here in Macon?" Katjaa remembered what Lee had said on the farm.

"That's right." Lee looked down at the ground, already despising being back on the topic.

"Where are they, should we go looking for them?" Katjaa prodded.

"They uh,...they owned this place." Lee trusted Kenny and his family enough to confess. Applejack was there to hear as well, but Lee didn't mind. "I think it's safe to assume they're...gone." Lee closed his eyes.

"Oh, sweetie..." Kat put her hand to her mouth.

"Wait, maybe not, Lee. How can you be sure?" AJ chimed.

"I can't be sure, but as bad as things are...I just don't know how long they could've lasted." Lee frowned.

"But, you just never know! M-maybe they're back at their house, or on the move somewhere." Applejack tried to keep Lee's hope afloat.

"It's okay, Applejack." Kat spoke up. "We know there's still a chance for Lee's family."

"Well, thanks, you guys." Lee brightened up a bit, but still couldn't shake his gut feeling that his parents were no longer with them.

"Lee, you got a second?" Kenny looked woefully at him.

"Sure." The two men left Kat and AJ to talk. Duck still remained frightfully silent.

"Ah know Lee doesn't want to get his hopes up, but he can't just give up hope completely." Applejack sounded almost frustrated.

"Give him some time, Applejack, everyone copes with things in their own way." Katjaa reassured.

-------------------------------------------------------------------

Kenny and Lee got out of earshot in the store several feet away from Kenny's family, and stood in front of the office door. Kenny's expression carried extreme sadness, and a hint of regret.

"Back on Hershel's farm." Kenny started.

"Yeah?" Lee let him continue.

"We didn't even try to save him, that blood is on our hands y'know." Kenny grimmaced, referring to Shawn's demise.

"It happened pretty fast." Lee could tell where this was coming from, and tried to ease his friend's conscience.

"I guess, but I can't stop seeing him in my head." Kenny looked past Lee's shoulder and into the distance of the store.

"We can't kill ourselves over it."

"We killed that boy, we could've saved him together."

"We did what we could, bad things happen. We didn't make a choice that killed Shawn. You think you do when you look back on it, but in a moment when things are really out of control...You don't have any choice." Lee did his best to lift the guilt from Kenny.

"I guess." Kenny replied meekly.

"Try to let it go?" Lee consoled. Kenny gave him an uncertain look, and rejoined his family soon after. Lee left him to his thoughts, and went to talk with Lilly and her father.

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Twilight glanced at Lee approaching Lilly while she made her way over to Carley who was busy working on a radio, not far from the front door. The purple unicorn smiled shyly as she stopped in front of her. Carley ceased her work, and raised a brow.

"Hi um...Carley, right? Listen, sorry for being so short with you before."

"Uh...don't...worry about it?" Carley hesitantly responded. "How's your friend doing?"

"She's okay. Rainbow Dash is pretty tough, she pulls through just about anything." Twilight grinned. "I'm Twilight. Twilight Sparkle."

"Well, I guess you already know my name, and it's nice to meet you." Carley was passive on the introduction. Her uncaring attitude made Twilight fidgety about asking her next question.

"Likewise, but uh...I actually came over here to ask you something."

"Yeah?" Carley smiled, finding it humerous that the talking horse had questions for her.

"That...thing you used to kill the walkers..." Twilight spoke softly.

"You mean my gun?" Carley pulled out her glock, making sure the safety was on.

"Yeah, your...gun. Is that what it's called?" Twilight began to levitate the device towards her. She rotated it in front of her, examining the fine metal that made up the weapon. Carley wasn't sure if she should snatch it back, but didn't like the device being manipulated by an obviously untrained...pony. She grabbed it from the air.

"That's probably not the best idea." Carley warned.

"Oh." Twi's ears drooped. "Well, can you at least tell me about it?"

"Why are you so intrigued by it?" Carley squinted.

"I've never seen anything do like what you did to those walkers. I guess you could just say that I'm inquisitive." Twilight shrugged.

"Tell you what, I'll tell you a little bit about how guns work, and you answer a question of mine." Carley proposed, wanting to learn a little bit more about why she was talking to a pony.

"Alright, sounds fair." Twilight nodded.

------------------------------------------------------------------------

Lee had properly introduced himself upon speaking with Lilly. He didn't have much to talk about other than getting to know her, and partially her father. Larry had stayed quiet during their conversation.

"You're from here?" Lee wondered if Lilly was a local.

"I work at Warner Robins; the Air Force base." Lilly replied.

"Yeah, I know it. Pilot?"

"Nah, just mechanical admin stuff. I deal with a bunch of shitheads and bureaucrats all day, sometimes a plane if I'm lucky." Lilly joked. "You?"

"I work up at UGA. Was uh...anyone here when you guys got here?" Lee moved on to the next topic, and braced himself for Lilly's answer.

"No, this place was pretty wrecked. We pulled a couple of bodies out of the office." Regardless of expecting this kind of news, Lee still couldn't believe his ears and flinched upon hearing so. He blinked his eyes trying to calm himself. "Are you okay?" Lilly took notice.

"Yeah...I'm fine." Lee said blankly.

"Did you know anybody here?"

"Yeah uh, the owners, they were...we were close." Lee could feel the tears welling up, but held them back.

"I'm sorry, we found an older couple in the office. Dad hauled them out in case they weren't really dead." Lilly explained, but remained sympathetic. Lee nodded silently. "So, Lee. I've got to ask; what's the story with those candy colored horses?" Lilly crossed her arms.

"Oh, heh, there's not much to tell." Lee snickered. "I met them just this morning, but apparently they'd been mixed up in this since yesterday."

"But...why are they here? I mean, I don't get it." Lilly had trouble getting her confusion across.

"They're here because Twilight...the uh, unicorn, was working on some kind of invention, or something. Something went wrong with it, and that's all I really got. They're good company once you get to know them." Lee put in a good word for them.

"O...kay." Lilly was still unsure of what to make of them. "But they're trustworthy, right?"

"Do they really look that malevolent?" Lee found her suspicion of them kind of out-of-place.

"No, but just because they're cute and cuddly doesn't mean they're harmless. You saw what that blue one did to that walker, imagine if she had aimed just a little higher."

"All the more reason for you to understand that they're on our side." Lee reasoned.

"Geez, so quick to make friends with these oversized girl toys. I think this guy's a little too in touch with his feminine side." Despite his critical condition, Larry still spared the energy to take a jab at Lee, but Lee ignored him.

"I'm gonna go check in with the others." Lee turned to leave, but mentioned one last thing in regard to Larry. "Y'know, he's got a temper." Lee frowned at the short fused elder.

"Ah, fuck you." Larry spat.

"Yeah, he doesn't mean it." Lilly defended him.

"It's just that..." Lee was ready to voice his concern for the old man's character.

"Yeah?" Lilly tilted her head, expecting ridecule towards her father.

"...Nevermind, I'm sure he's a good guy." Lee let go of whatever negativity he had against this guy, for now at least.

"He is, he just has his issues." Lilly added. Lee left it at that, and walked down the aisle to find Carley working on a radio, and Twilight having a conversation with Doug at the front door.

"You're a pretty good shot." Lee greeted Carley.

"Well, you don't fuck with a reporter, especially one that's three days out from her last cup of coffee." Carley smiled.

"And it seems Twilight's made a new friend." Lee turned to see the purple mare and Doug having a friendly discussion.

"Yeah, she's pretty curious alright. Before she went to go talk with him, she was asking me about how guns work. Then Doug mentioned something about...ballistics or some other, and those two hit it off pretty well. Almost sounds like a couple of nerds finding common ground." Carley chuckled.

"I could understand that, I mean, after getting to know them this morning I think Twilight is the "brains" of the group...no pun intended." Lee cringed. He could barely hear the two talking.

"So what did you use to even build this thing?" Doug was eager to hear about Twi's invention.

"Well, I had to work from the ground up starting with components I substituted from my old coo coo clock that didn't work anymore, but obviously it wasn't enough. Applejack let me use some scrap metal she had, and I was able to shape them into what I needed for the shell of the device, the only challenge afterwards was finding more obsolete everyday items." Twilight giggled, happy to share her enginuity.

"Besides the metals and parts that made up the exterior, what was the science behind it? Did the extrusion of um...'magical energy' involve anything such as centrifugal force of something already inside, or is it self generated within the compounds of the process, like a newly made potential mass waiting to be released?" Doug insisted for her to continue.

"Good lord, it's like their speaking a whole other language." Carley joked.

"Heh, I might've worked as a professor at UGA, but I was no egghead." Lee smiled. "You seem to handle yourself pretty well." He complimented her skills again.

"Ha, really? I'm a disaster." Carley glanced at the ground.

"I can't tell."

"My news editor was eaten about five feet away from me, and I would've joined her if it wasn't for that dorky guy on watch over there." She nodded at Doug.

"I'm sorry." Lee apologized for her loss.

"She was an asshole, but...y'know."

"Yeah." Lee nodded, then glanced back at Doug. "That guy saved you?"

"Yeah, can you believe it? Those creeps, or-or ghouls or whatever the hell they are, they were pulling our van apart and that guy, Doug, just came to the rescue."

"You can never tell who the heroic ones are going to be I suppose." Lee gave Doug props.

"He's kind of cute, in that parent's basement sort of way." Carley was mostly speaking to herself.

"Huh?" Lee hadn't caught that.

"Huh? Oh, nothing."

--------------------------------------------------------------------

"You saved that girl all by yourself?" Twilight glanced at Carley, as Doug and herself held their own discussion.

"It...it was nothing really." Doug was modest. "Although...I couldn't save her friend." His shoulders sagged.

"Doug..." Twilight tried to catch his eye.

"I just couldn't do anything more...I couldn't..."

"You did all that you could, and that's what counts." The unicorn spoke for him. "I know what it's like to feel that you didn't do enough." She grimmaced, remembering Shawn yelling in agony as walkers made a meal out of him.

"What do you mean? Were there...more of you guys?" Doug nodded at Twilight's friends.

"No, he was a human, but he's gone now; all because I didn't do enough." Her ears drooped. Doug was getting uncomfortable. He had virtually no experience in giving moral support, but tried his best to find the right words like she had done for him.

"It's like you said, Twilight; as long as you did everything you could, then it was enough."

"That's just the thing, I didn't do everything I could've. I was scared, and I just...wasn't quick enough...I could've saved him." Her eyes were beginning to dampen.

"Don't let it get to you though, it will just make it worse." Doug's advice wasn't seem to be getting through to her, but he had an idea. "I'll tell you what, I'll stop dwelling over the loss of that girl if you promise to do the same for that guy. Deal?" He smiled and extended his arm. Twilight gave a wry smile, and brought her hoof up.

"It's a deal, and thanks."

"No, thank you."

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"What are you messing around with there?" Lee and Carley carried the topic over to the radio on the shelf.

"A radio, I can't get it to work though." Carley looked at the object, puzzled.

"Here, let me have a look." Lee picked up the radio and examined the front. The first thing he tried was the power switch, but to his expectations nothing happened. He messed with the volume and tried once more; still nothing. Lee flipped the radio around to find the resting place of the antenna along with the battery compartment. He opened the battery lid to find it empty. "There are no batteries in this thing."

"What now?"

"You know that there are no batteries in that thing." He smirked.

"Yeah, of course, I...I mean yeah...no." Carley could feel a pang of embarrassment.

"I can try to find some, it needs two." Lee offered.

"Thanks, I wouldn't even really know what to look for." Lee nodded, and left her to her business.

'Not the most tech savvy, but she's cute.' Lee thought to himself. He thought about checking in with Doug, but left him to talk with Twilight instead. He returned to Clementine and Rainbow Dash.

"Hey Clementine, hear anything from Glenn yet?" Lee bent down.

"No, nothing. Is he okay?" She asked looking at her talkie.

"Yeah, I think so. You're doing a good job."

"Hey, Lee." Rainbow addressed. "I went to talk with Kenny, Applejack and them...They told me...about your parents...and the store." Her rosey eyes were heavy with compassion. "I can't find the words to tell you how sorry I am."

"It's okay, Dash. It's okay. My folks were good people, and that's how I'll always remember them." Lee nodded.

"Good, that's good." Dash smiled. Lee stood up, and stared at the office door. On the door was a message scribbled on yellow notebook paper containing two large words. "ALIVE INSIDE" it read. Lee looked at the ground, his imagination racing to predict what he'll see behind it.

"I'm gonna check out the office, see if I can get into the back of the pharmacy to get those pills." Lee left Clem and Dash.

"Wait, can I come?" Clem stood and walked over with Lee.

"Yeah, is it okay if I come too?" Dash hovered next to him. Lee looked at both of them, contemplating their company.

"Yeah, I suppose, c'mon." Lee shrugged. He stared at the handle for a few more painful seconds, and then turned the knob.

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Glenn smiled as he caught site of the motor inn, a few abandoned vehicles prooved ripe for the gasoline he needed. He parked his car at the front by a low brick wall, and silenced the engine.

"No walkers, good." He thought out loud. Glenn first spotted the hulking RV in the inn's lot, and quickly went to work. The large vehicle held plenty of gas, at least enough to get everyone out of downtown Macon. Glenn's mission was already turning out to be a cake walk. "Too easy." He moved on to a car elevated by a ramp, but placed in park. The car was recently being worked on, and didn't contain hardly a fraction of what the goldmine of the RV had.

Lastly, he opened the gas lid of an abandoned truck sitting under the balcony of one of the upper floor rooms. He prepared to scavenge whatever he could get from the pickup, but before his task was done, Glenn could hear crying coming from one of the upper rooms. It sounded like a woman. He took his attention away from the truck, and jogged down to the far stairs at the corner of the parking lot. Glenn hurried up the steps, and jogged to the door; now standing on the railed balcony above the truck. The crying was much more audible, as Glenn pin pointed it behind a door with a single wood plank nailed to the door, and the outer wall.

"Hello? Is someone in there?" Glenn pounded the door.

"NO! GO AWAY, GO!" A panicked woman screamed through the door.

"Miss, please, I'm here to help!"

"NO....................WAY..........................BITTEN!" The woman mumbled some of the words making only bits and pieces audible. Glenn caught the word bitten, and figured she was talking about him.

"No, you don't understand, I'm not bitten! I can help you, please!"

"NOOOO!" The girl cried. Glenn used all of the strength he could to pry the board away with his hands, but the nails prooved tougher. He kicked the door a couple of times, but no visible progress was shown.

"Miss, please, let me..." Glenn stopped midsentence, and slowly turned his head to the unmistakable noise of a walker. Only it wasn't just one, the snarling became like a small symphany as several more walkers appeared from the woods just across from the inn. Glenn stared in horror, but snapped himself out of it, and made a break for the stairs. He descended them even faster than he had gone up, and sprinted for his car, but stopped short as the walkers stumbled past his ride, and growled at the sight of fresh meat. Glenn looked around for a weapon, or maybe a hiding place. The walkers stumbled over the low brick wall, closing in fast. "Ah, shit." Glenn muttered.

--------------------------------------------------------------

Lee stepped into the office with Clementine and Rainbow Dash in tow. The door closed behind them, and Lee's heart sank even deeper as he spotted a sleeping bag heavily stained with blood. The red liquid reached from the bag to a large pool on the floor around it. A stricken path of blood indicated where Lee's parents had been dragged out prior to his arrival.

"I cant...I can't think about them in here." Lee closed his eyes.

"Lee...I...I'm..." Dash brought a hoof to her mouth as she scanned the generous amount of blood.

"Let's just see what we can do about the pharmacy." Lee waved it off. He noticed the door that led to the back alley where Glenn had gone through. Lee then turned his attention to a photo adorned by a shattered frame near the sleeping bag. Rainbow wandered over to an iron door blocked by a wide desk, and a wooden pallet.

"Is this the pharmacy door?" She pointed with a hoof.

"Uhh...uh, yeah." Lee's mind was somewhere else as he slowly reached down, and removed the photo from the shards. He held it in his hands, and smiled. In the photo stood his brother, B and himself. Between them were his parents, smiling back at him through a memory. Lee took his time to reminisce on his parents success with the store as the front door acted as the background, but soon his smile faded, and Lee only looked on with regret. He held the photo with his right hand while using the left to rip himself from the picture, ashamed of his past, and also weary of anyone else finding out about it. Dash hadn't noticed his emotional state, and started work on moving the barricade from the door. Clementine stood by the exit, clutching her talkie waiting for any news from Glenn.

Lee lowered the photo, and nearly flinched as a new voice entered the room.

"Find anything?" It was Carley. Lee turned around, still holding the torn segment of himself out of view.

"It's a photo of the family that owned this place. It might help us track down the keys to the office." Lee didn't reveal the whole truth.

"I know who you are." Carley stated blankly in return. Lee gave her an unsure look, and Dash was now listening in as well as Clementine. "You're Lee Everett. You're a professor at Athens who killed a State Senator who was sleeping with your wife. This is your parent's store; folks around town know the owner's son got himself a life sentence, but I'm a reporter for WABE in Atlanta. I paid attention to that trial; maybe you're a murderer, but I don't really care. Frankly that's a skill that might come in handy."

"Hmmph." Lee crossed his arms, angered by her insensitivity to his past and openly revealing it for whoever cared.

"Have you told anyone who you were, or that you were tied to this place?" Carley pressed.

"He told me." Dash spoke up. "A-and my friend Applejack, we know."

"I also told Kenny and his family." Lee added.

"I understand why they would be oblivious as to who you are by only telling them that." Carley nodded to Dash. "But I guess that Kenny guy doesn't watch the news much." Carley crossed her arms.

"That's not the case." Lee objected. "I trust them enough, and that's the only reason they know."

"What is she talking about, Lee?" Rainbow chimed.

"Look, you seem like an okay guy, and the last thing we need is drama out there. You've got this little girl to take care of and...Just don't make me wrong on this." Carley eyed Lee.

"I don't plan to." He responded.

"Good, because if this lasts longer than a few days and you're a detriment to the group, then we'd have a problem." Carley made sure that Lee understood his position.

"I hear you."

"I'll just keep it to myself." Carley insisted.

"Thanks." Lee put his faith in her word.

"Don't worry about it." Carley smiled, and left the office, leaving Lee with a confused Clem and Rainbow Dash.

"Lee, what was she talking about?" Dash repeated. Lee glanced at Clementine, and then waved Dash over to him for privacy. She hovered to the back of the room while Clem messed with her talkie.

"Look, Rainbow...I know that you're probably full of questions, but can we please save this for later. Right now I want to focus on looking for the keys."

"Lee, that woman said you murdered someone. How...how do I just ignore that." Dash shook her head.

"You don't understand, I...it wasn't...intentional..." Lee's voice grew quiet.

"Lee..."

"I never wanted for it to happen, but sometimes shit happens anyway." Lee almost sounded angry. "I don't expect you to understand, but the least you could do for now is not make things any worse, for me...for Clementine." He stated. Rainbow considered heavily everything Lee had done since she met him. She never would've seen him as a cold blooded murderer if the subject had never come to light. With all things considered, Lee made himself out to be a caring individual, at least in her perspective, and she had already been saved by him once. Despite his past, Dash trusted his character as she saw him now.

"...I don't think you're a bad guy." She gave him a stern look. "But this is serious. Clementine's going to ask you about this, and you know that." Lee looked at Dash, then to Clementine. "Like I said, I don't think you're a bad guy, but...there is still one thing I need to be sure of."

"What?"

"Are my friends safe around you?" The cyan pegasus kept her eyes locked on him, waiting for his honest answer.

"Of course they are. I'm not some serial killer, Rainbow. I have absolutely no reason to hurt anyone...Living, that is." Lee was truthful.

"Good." Dash moved closer. "I trust you."

"And I promise not to betray that." Lee replied. "Come on, let's get this door clear." Lee returned to the wooden pallet that leaned against the desk, Rainbow followed him.

"Is everything okay?" Clem looked at Dash.

"Yeah, yeah everythings fine." Rainbow nodded. Lee moved the pallet, and from behind it fell a walking cane. He picked it up.

"What's that?" Clem examined the stick as Lee held it.

"This was my dad's cane. He'd zip around here on it from time to time." Lee smiled, remembering his father's goofy nature.

"Was he sick?" Clementine asked.

"Nah, he was okay. I actually saw him whoop shoplifters with it, this cane's protected this place better than any guard dog ever could." Lee set the pallet against the wall and then rested the cane against the pallet. "Plus he knew how to make it look cool, like you with your hat."

"My dad gave it to me." She adjusted her headwear.

"See, dad's are smart like that." Lee nodded.

"Your dad sounds pretty rad, Lee." Dash added while inspecting the desk.

"He was a pretty cool old man. Easy to get along with and everything." Lee concurred.

"And Clementine, wherever your mom and dad are, I'm sure they're someplace safe, waiting to see you." Dash gave her hope.

"Yeah, I think so, too." Clem agreed.

"Alright, you two ready?" Lee grabbed the front of the desk. Clementine grabbed the other end at the front, and Dash waited to get some room to push from behind. As they moved it, Lee took the time to see what was on Clem's mind. "How are you doing?"

"Yeah, it's not that heavy." She misunderstood his question.

"How about with everything outside?" He tried again.

"It's not good." Clementine looked away.

"No, it's not." Dash agreed.

"But I think it'll be okay." Clementine let her optimism show.

"I think so, too." Dash shared her outlook. "We have to keep a positive outlook on this, after spending so much time with my friends, that's just become second nature." She chuckled.

"That's a good attitude to have." Lee complimented. "Okay, here we go." The three continued their chore and rotated the desk to push against the adjacent wall.

"Do you have kids?" Clementine stopped to ask.

"No." Lee answered bluntly.

"You don't have a family?" She pressed. Lee was quiet for a moment.

"Lee, is everything..." Dash began.

"It's okay, Rainbow. Uh...what do your parents do?" He asked Clem, trying to avoid her question.

"My mom is a doctor, and my dad is an engineer."

"Those are good jobs." Lee added.

"What's your job?" Clem returned the question.

"I uh, teach history and writing, things like that."

"Like, um, social studies?" Clementine recalled her grade school course.

"Yeah, like that."

"Man, Lee, I don't see how you do it. I was never much for sitting through class, but TEACHING it?" Rainbow joked.

"Yeah, I didn't really take you for the type to sit still very long." Lee smiled.

"You already know me too well." Dash grinned.

"Alright, a little further." They worked together to turn the table the rest of the way, and got into position to push.

"Why don't you want to talk about your family? Do they like, hate you?" Clem pressed the sensitive topic. Dash wasn't sure if she should say anything to stop her.

"I hope not, it's just complicated, that's all." Lee frowned.

"Why?"

"It just is." Lee couldn't explain much further.

"But you love them, right?" Clem asked.

"Yeah, of course." Lee let go of the dresser, and came face to face with Clementine. "Look, my family is gone and I just wish things would've been different." Lee glanced at Rainbow who looked back, unsure of what to do or say. Lee faced Clem again. "I...I ki..........I got into a fight, once." Lee remembered what Dash had said, and figured he might try his best to gently give Clementine a better understanding.

"And what happened?"

"And it ended really badly. After that I wasn't allowed to talk to my family." Lee frowned.

"That's so sad..." Clementine sympathized. The three of them were quiet for a few moments.

"Lee?" Dash spoke up. "Do you...need anything?" She landed next to him.

"No. Let's move this thing." Lee stood back up and placed his hands on the front of the desk. Rainbow put her hooves on the front as well, and Clementine pushed at the other end. The desk easefully shifted to the wall, but Clem wasn't paying attention to where her finger was.

"OW!" She flinched, and held her finger, as a small trickle of blood formed at the base of the nail.

"Clementine?" Rainbow trotted over to her.

"Are you okay?" Lee took a knee.

"I hurt my finger."

"Is it bleeding?"

"A little." Clem wimpered. Lee picked up Clem, and sat her on the desk.

"Rainbow, can you look in that first aid kit and get a bandage?" Lee nodded to the kit on the counter a few feet from the desk.

"Can do." Dash lifted the cover.

"Let's have a look at that finger." Lee took her hand and examined the small scrape. "Does it hurt when I do this?" He put a very small amount of pressure on it.

"Yeah." Clem flinched.

"Don't worry, we'll get it covered up." Lee reassured. Rainbow stuck her head in the kit, and moved around the supplies with her muzzle. She soon found what she was looking for, and clasped the bandage in her mouth. She looked to see Lee making sure Clementine was calm. When she saw how good he was with her, no matter what anyone might say or suspect, she knew at that moment that without a doubt, Lee Everett was a good person.

Episode 1 Chapter 6: Rescue Mission

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E 1 Ch 6: Rescue Mission

Edited by-Solar_Flicker

Twilight and Doug had been snickering for quite some time as they exchanged witty yet intellectually complex jokes that really only they would understand.

"Okay, okay, that was a good one." Doug wiped a tear away. "But I've got another one. Okay, so, if a pizza has a radius 'z' and a depth 'a', how could you define it's volume?"

Twilight tapped her chin with a hoof. "I think I know the answer, but tell me anyway." She grinned.

"You could define it's volume as Pi-z-z-a." Doug delivered the mathematic punchline. To anyone else, the joke most likely would have been passed off as cheesy, face-palm worthy, and perhaps even downright confusing, but Twilight appreciated his humor probably better than anyone else in the store would have.

Twilight smiled and had a small giggle fit. "Ha ha ha! Trigonometry jokes; I like it." Naturally, Doug had been extremely unsure of the unicorn at first, just as anyone would have. However as the short amount of time that they spent talking at the door stretched on, they happened to find more common ground, and similar interests. Doug had been with Lilly's group for some time, but now it seemed he had finally met someone he could call a friend.

"Yeah, an old colleague of mine told me that one." Doug chuckled, and looked out through the front door to check on the situation outside.

Twilight moved closer to the door, and listened for any noise. "How are things looking out there?" She asked.

Doug sighed "It's gotten much darker, and there's still a lot of them wandering around." He brought his eye away from the small gap. "Y'know...we could just go out and have a look around."

Upon hearing so, Twilight smirked, assuming he was joking, but when he appeared serious she replaced it with a blank stare of anguish. "Why in the name of Celestia would we do that?"

"No, you don't understand. The security gate out there is like a barrier between them and us, so we can hang out in front of the store and be fine."

Twilight moved him aside, and peeked out at the padlock that held the security gates closed. "Oh. Um, yeah, okay." She shrugged, still reluctant of the idea.

"Alright, let's check it out..."

------------------------------------------------------------------

Rainbow had returned with the bandage, and Lee gave his thanks. He turned back to Clem who was still holding her finger. "Let's get this cut covered up."

"Yes, please." Clementine replied politely. Lee nodded, and wrapped the bandage around her index finger. He stood back up after he was done.

"How's that?"

"Much better." Clem smiled, but soon her smile faded. "Lee?" She spoke with worry.

"Yeah?"

"What if my parents come home and I'm not there?" She was straightforward.

Lee took a second to consider the possibility, even if it was incredibly slim, but figured it would be best to assume her parents would know better. "They'll uh, track us down. Don't worry." Lee replied, unsure if he could have confidence in that prospect.

"Yeah, okay. We should keep a look out." Clem added.

"Stay close to me until then, okay?" Lee concluded.

Dash was busy looking through the desk for anything they could use. She opened the far left drawer to find a few old pens, paper, and a T.V remote. "Hey, Lee?" The cyan pony addressed. "What is this thing for?" She clasped the rectangular device with both of her hooves.

"It's the remote to my dad's T.V." Lee took it from her grasp. He looked it over, and then pointed it to the small television set that rested high up on one of the top shelves. He powered the box on, but the only result was a blank grey screen; not even static gave any sign of activity on the set. "That's what I figured." Lee powered it back off. Rainbow curiously floated up to the box, and tapped the rounded glass front.

"Was it supposed to do something?" She shifted it to look at the back.

"Well, I was hoping the news or something could give us an update on exactly what's going on, but I guess the airwaves aren't that busy anymore." Lee frowned, but held onto the remote.

"The news, huh? We have newspapers for that kind of stuff." She hovered back down, and sat next to Clem on the desk.

"You mean you guys don't have T.V?" Clem looked at Dash, awestricken as the pegasus pony shook her head. "So you've never heard of Spongebob Squarepants?!"

Rainbow's brow elevated. "Sponge...bob...who...what?"

Lee chuckled, and walked over to the office exit. "We cleared the way for the pharmacy, but we still need to find the keys. I'm going to head back into the store, you two coming?"

"Yep."

"Right behind ya." Rainbow Dash and Clementine caught up just before Lee put his hand on the knob.

Clementine stared at the ground and held her wrist. "Lee?" Lee stopped, and turned to her. "You're not bad, right?"

"I uh... Why are you asking me that?" Lee frowned.

"That lady said you killed someone, was that because he was one of the things trying to eat you?"

Lee glanced at Rainbow Dash, hoping to silently ask what the best response would be, but Dash just shifted her gaze away, not wanting to be preassured. Lee sighed, and looked back to Clem. "No... he wasn't." He confessed.

"Oh..." Clementine paused for a moment. "...Was he bad?"

"He was." Lee simply answered, and Clementine nodded, leaving the office. Lee was about to follower her until Dash stopped him.

"Lee?"

He rolled his eyes, knowing there were more difficult questions in store. "Yeah?" He turned to her.

"I know that things are tense enough, and the last thing I want to do is make your situation even worse, but... My friends..."

"Yeah." Lee prompted her to continue.

"I...don't think I should be keeping something like this from them. I have to tell them." Rainbow sincerely didn't want any more trouble or drama to come Lee's way, but she also knew that keeping such a secret from her friends would go against a lot of morals that she stood for.

"Rainbow..." Lee began, but Dash interrupted.

"You told me yourself that they're safe around you, so at least back that up by letting me do this." Dash used Lee's words against him, but Lee knew very well that she had a point.

He pinched the bridge of his nose, and sighed. "Alright... go ahead, tell them." Dash smiled with relief, glad to have his trust in her as well as her friends. "But Rainbow, please please please do not let it go any further than that. At least not for now." Lee beseeched.

Dash nodded. "Don't worry, I understand... And I won't." She walked back into the store, as Lee followed behind her. He watched as her and Clem occupied the same spot in the store as before, leaving him to himself. Larry was still in rough shape, but seemed to be managing. Lee brought his attention to Applejack as the orange mare approached him.

"Howdy, Lee."

"Hey there, Applejack."

"Did y'all uh, find anything in there?" Her tone sounded somewhat frightful since she expected some grim news concerning Lee's folks.

"Not much to salvage, but we did clear the way into the pharmacy, so now all we have to do is find the keys." Lee left his parent's out, but Applejack chased the topic anyway.

"And... yer folks...?" She ventured.

Lee looked away, and closed his eyes. "I was right before. They're gone..." Lee spoke softly. AJ stared at the ground; sadness, and regret tugging at her.

"Ah...Ah'm so sorry, Lee. Ah..."

"It's alright, right now we just need to focus on getting the keys." Lee stated, determined.

AJ nudged him. "Hey, that ol' fogy has time." She chuckled, referring to Larry. "But you should make the time to remember your parents. It's only right, Lee." She knew it was none of her business, but she felt that Lee was taking the death of his parents a bit too in stride.

"Yeah, yeah, you're right." Lee understood Applejack's point.

"That's good." She tipped her hat to him, and turned to leave.

"AJ." Lee stopped her. "Thanks." He smiled. She smiled back, and rejoined Kenny and his family. With nothing to do, Lee decided now would be a good time to search for the batteries that Carley needed for the radio. He checked the batteries of the remote from the office, but they weren't the same size. He scanned the shelves and aisles for any compatable ones, and came across one near the barred counter next to the back of the pharmacy. He found the second near the gift cards, close to where Rainbow and Clem sat.

"What are you looking for?" Clementine asked him as he came near.

"Just some batteries for the radio Carley's working on." Lee glanced at Clem's bandage. "How's your finger?"

"It's much better, thank you for fixing it." She grinned.

"Of course."

"Rainbow Dash was just telling me about how she got her cutie mark!" Clem exclaimed, obviously enthralled by Dash's tale. Lee gave a very perplexed look at Rainbow, and she responded by showing her mark.

"Awesome, right?" The pegasus smirked.

Lee didn't ask questions, instead, the only thing he uttered was, "How the hell did I not notice that before?" Wanting to change the subject, Lee wondered if he should take the time to get to know Clemetine and Rainbow better, the only problem being that he wasn't sure where to start. "So...umm..."

"Are you okay?" Clem interrupted his train of thought.

"What? Oh, um yeah, I-I'm fine... I just uh, I'm good." Lee fumbled with his words, and Dash gave him an amused look.

"That's good." Clem added.

"Yeah uh, I think so. Being good is... good. Despite the circumstances." Lee's best attempt at a conversation sailed out of the window.

"Yep." Clem simply replied.

"Awkward." Dash whispered in a playful sing-songy manor, and Lee took that as a cue to try again some other time.

"You two hang tight." Lee stood, and made his way over to Carley. He reached into his pocket, and presented the batteries. "Here, Carley, these should fit the radio." He handed the batteries over.

"Thanks." Carley happily took them.

Lee turned and noticed that both Doug and Twilight had gone from the door. "Where did those two get off to?"

"They went outside to the front of the store for... some odd reason." Carley shrugged.

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Twilight scanned the length of the street, but almost every foot of it was occupied by a walker. The sub-humans stumbled aimlessly in each direction. A small group of them took it upon themselves to finish a half-devoured carcass that rested past some wrecked cars. Greedy snarls, and noisy chomps made Twilight's face scrunch in disgust, but at the same time, it broke her heart to see such a repulsive scene by the hands of what used to be normal people. She brought her hoof to her mouth as if she was ready to hurl.

"They just..."

"...Eat." Doug finished for her. "As far as I can tell that's all they care about."

"And if one gets you..."

"They eat you, and whatever's left comes back as one of them."

"Mother of Luna." Twilight grimaced.

"I think it might be more than a couple of days before this all gets sorted out."

"With this haunting scene, I think you may be right." Twilight took a few steps away from the gate. "We'd better keep it down out here." They both kept low to the ground and observed the outer street and neighboring buildings. Twilight glanced at the building across from them; the entrance was partly blocked in a makeshift mess of lumber. "That's some fortification job over there." Her words dripped with sarcasm.

"Yeah, it didn't work out so well." Doug replied. Twilight turned her attention to the padlock that held the gate shut. She shifted it a bit with the use of her magic. "What are you doing?!" Doug whispered loudly.

"Oh, sorry, I was just looking at it." She released the lock.

"You scared me there, for a second I thought you were taking it off." They both were quiet again, as they looked the street over once more. The sound of the front door opening behind them almost made them shout in surprise, as Lee peeked out of the door.

"What are you guys doing?" Lee brought his voice to a whisper as well.

"Heavens, Lee. You nearly made me jump out of my coat." Twilight glared at him.

"Oh, sorry." Lee apologized, but couldn't help but find her reaction humerous. "But seriously, what are you guys doing?"

"We just came out here to have a look around." Doug answered. Lee crouched down next to them, and scanned the area. He peered at an abandoned hardware store across the street.

"Did you guys try to get in there and get weapons?" Lee asked Doug.

"I did, but it was too risky. Then a bunch of guys showed up and they tried..."

"And what happened." Twilight added.

"I think they're most of who you see wandering around out there." Doug responded grimly.

Twilight frowned at the walkers, trying to picture them as regular people. "Geez." She uttered. Lee looked directly across from where they stood, taking note of a trapped walker underneath a fallen telephone pole.

"Look at the one trapped over there." He pointed. Twilight and Doug followed his finger to the immobile zombie.

"Poor guy." Twilight commented.

Lee did a double take on the walker, and noticed a familiar uniform accompanied by a name tag. His eyes turned to saucers as he read the name: B. Everett, his younger brother

"Oh, shit." Lee gasped, and looked away.

Doug and Twilight took notice of his outburst. "Lee, is everything okay?" Twi asked.

"Do you know that guy or something?" Doug added.

Lee gave them a worried look, but calmed himself and regained his composure. "He... could be a drugstore employee." He casually replied.

Doug took another look at the walker, and noticed the scrubs on him. "So, you're saying he might have the pharmacy keys?"

Lee frowned, at looked at his helpless sibling. "I'm saying he might have the pharmacy keys."

Doug was skeptical on the idea. "I don't know, man. Could be anyone, I mean they start rotting and get all chewed up..."

"Ugh, Doug! Disgusting." Twilight cringed.

Lee shook his head a few more times, trying to focus. "Look at the uniform though, he could've worked at the drugstore and died with the keys in his pocket."

"Maybe, but it would take a lot of effort to make it safe enough to go out there and see if he has the keys." Doug pointed out. "If we could somehow prove that he worked here, I think it'd be worth it."

"And how do we do that?" Twilight chimed.

"How about this?" Lee reached into his pocket, and pulled out the photo from his parent's office. "I found this in the office. That boy in the photo worked here, so the keys being on him is as good of a bet as we can make." Lee showed them the picture.

"I guess they must have been his parents." Twilight observed the older couple.

"Alright, I agree." Doug concurred. "But now we just need to figure out how to get out there and get them."

"Is there no way to get this lock off?" Twilight spoke up.

"Um... well, no." Doug answered. "At least I don't know the combination."

"Well, then maybe it's best if we head back in for now." She proposed.

"Yeah, there's not much else we can really do for now." Lee added. Doug stood, and quietly opened the front door. Twilight followed him in, while Lee was last as he turned to look once more at his brother. B lie dormant underneath the pole, as if he were simply sleeping, but Lee knew the glazed eyes and uneven skin tone meant otherwise. As the three of them returned inside, Clementine's walkie-talkie buzzed to life as Glenn's voice resonated from the speakers.

"Hey there, this is Glenn and uh, I'm kind of in a jam here. Uh, little girl, if you're there, can you put your daddy on the phone, or the talkie or... whatever?" Lee walked over to Clem as she handed him the talkie.

"This is Lee, what's up?"

"Soooo... I'm down at that motor inn and, well... I'm stuck." Glenn reluctantly admitted.

"Stuck?"

"Yeah, I uh, saw a chance to get some supplies for the group and a bunch of the roaming ones got the jump on me. I'm hiding over here, but they won't leave." Glenn frantically whispered.

"What's up?" Kenny asked.

"Glenn's trapped down at the motor inn." Dash answered since she had been listening.

"Hey Glenn, we're gonna talk it over and send a group to come get you, all right?" Lee talked into the device.

"Um, awesome. I'll sit tight until then."

"Sounds good." Lee let go of the feed button and turned to Clementine. "I'm gonna hold onto this until we get Glenn back, okay? I'll take good care of it."

"What'ya think?" Kenny began the discussion.

"I think Doug's not great around zombies, and you've got your family here. I'll take Carley and her dead-eye down to the motor inn, get Glenn, and get back here as fast as I can." Lee proposed.

"If that's what you wanna do." Kenny shrugged.

"Hey, can I come with you? Huh?!" Rainbow was eager to get out and about.

"No, can't you stay here?" Clem pleaded with the cyan mare. She hated the thought of both Lee and Rainbow leaving her there.

"Would it be alright if you stayed here with Clementine and kept her company?" Lee asked the pegasus.

Dash sighed in frustration. "I guess..." She pouted.

"If it's alright with y'all, Ah'd like to head out with ya and see what Ah can do." Applejack offered.

"You sure?" Lee asked.

"Yeah, I've been sittin' on my rump for the longest time now, maybe I can give ya'll a hoof."

Lee shrugged. "I don't see why not."

"It's settled then, Lee, Applejack and I will go find Glenn." Carley concluded. "You guys ready to head out?"

"Yeah, let's get going."

"Ah'm ready too." The trio made their way to the office that would lead into the back alley. Twilight stopped AJ as she approached the door.

"If you're going to do this, please be careful. Please." The purple mare wanted her friends safe.

AJ smiled, and tipped her hat. "Don't worry, sugarcube, Ah can take care of mahself." With that, she brought up the rear and followed Lee and Carley out of the exit. Twilight turned to join Doug back at the door, but as she walked fear and worry was present in her expression.

"Don't worry so much, Twilight. Applejack's a tough pony, and Lee will look out for her." Dash tried to ease her mind.

"I know, I just keep letting my imagination run away with me." Twilight bit her hoof.

--------------------------------------------------------------------

The motor inn soon came into view. The neon post glowed brightly as the sun had gone, and night took over. Carley led the way while Lee was second, and Applejack brought up the rear. AJ caught up with Lee to talk.

"So where did Glenn say he was?" The farm pony was keeping a sharp eye out.

"He didn't say really, he just told me that he was hiding from the walkers somewhere."

"Well where should we..."

"Shit, get down!" Carley interrupted her, as a walker showed himself from the corner of one of the apartments. The three crouched behind a low brick wall, and waited for the growling zombie to wander back into the parking lot. They cautiously peeked over, and spotted a couple more walkers in the lot, as well as two on the upper floor walkway. The doors of the ice machine shifted, making the three survivors flinch.

Carley aimed her gun. "Did you see that?"

"Sure did." Lee replied. "Be ready to shoot."

"Wait, don't be too hasty." AJ added, watching the machine closely. Finally the door opened to reveal Glenn curled into a ball. He smiled when he recogized some friendly faces.

"Guys! Oh man, I'm glad you're here." He proceeded to climb out of the cramped hiding spot.

Carley lowered her gun. "Jesus, Glenn." Glenn smirked and hopped the low wall to join them.

"All right, that wasn't so hard." Lee commented.

"Can we get out of here before any of these things notice us?" Carley peeked back at the parking lot.

"Yeah, we got Glenn, so let's go." Applejack agreed.

"Not yet, there's a survivor trapped up there." Glenn nodded to a boarded door on the second floor of the inn, where two walker's hungrily pounded to get in.

"No way, we gotta go, now." Carley quickly dismissed the risky idea.

"Ah don't know 'bout that, Glenn. Ah'm not sure there's much we can do." AJ reasoned.

"Listen, I was out here looking for gas and then up there in the corner room, I heard crying coming from inside." Glenn tried to convince the others to help, but it didn't seem to be working.

"Who is it?" Lee asked.

"It's a girl." Glenn answered. AJ and Carley immediately exchanged amused looks, and rolled their eyes. "We talked and she got frightened. I was trying to get in to help her and she started yelling and saying I was bitten. I tried to convince her I wasn't, and that's when all these guys came out of the forest. A couple almost got me so I ended up hiding in the ice machine."

"Lucky you, now let's go!" Carley was getting anxious.

"We can't just leave her." Glenn argued.

Lee nodded. "Damn right we can't."

"You guys are suicidal over a girl!" Carley whispered.

"Look you two, Ah want to help her as well, but look at our chances here." AJ wanted to help, but she had told Twilight she'd make it back safely, and she planned to keep that promise.

"I'm saving her, with or without you." Glenn frowned at Carley and AJ.

Lee did the same. "Think about if it was one of you." It was two versus two, and it didn't seem like the girls were winning. Carley looked at AJ, who gave a frustrated sigh and shrugged. Carley shook her head in defeat.

"Fine, let's go save Glenn's damsel in distress." She remarked in a sour tone. Lee followed Glenn over to the next low brick wall that gave them minimal cover from any walkers that wandered the parking lot. AJ and Carley followed as well, but not before smiling at one another.

"Guys will do anythin' for a piece of flank." The farm pony grinned.

"Isn't that the truth." Carley chuckled. When all four of them were in position, Lee began talking them through their course of action.

"Okay, this is the plan. We don't know how hard it's gonna be to get her out of that room."

"Yeah, it's boarded up." Glenn added.

"So we have to kill every one of them out here." Lee said grimly. He noticed Carley checking her clip, and reloading it. "Quietly." He glanced at her. "Noise attracts these things, now let's have a look around." Lee peeked over the wall, and spotted one enjoying a sloppy meal in the middle of the lot. He hastily ducked back down when he saw the moster slowly turn it's head. "Okay, we've got one eating something in the lot."

"There's another lying next to that car on the ramp." Glenn pointed.

"And another just around that huge... contraption." Applejack glanced around the corner of an abandoned RV to find a heavier zombie lurking around. "So, what now?"

Lee moved left, and peeked out from the low wall. Another hiding place revealed itself in front of the RV, but Lee didn't want to risk moving yet. He spotted a pillow about a foot away, and grabbed it.

"Good luck smothering them to death." Carley commented.

"Ah don't know, me and mah friend Rarity sure know how to make a pillow fight hurt." AJ chimed.

"Yeah, that's not really what I had in mind." Although Lee wasn't really sure what that was quite yet, he held onto it anyway.

"Hey, could we check to see if there's anything over there?" Applejack pointed to a truck on the opposite end of the lot.

"Might as well, there doesn't seem to be anything else over here." Lee quietly moved to the truck, as the others followed. When they arrived, they took a moment to see if anything new could be viewed at a different angle.

"Ah can see that one walker Ah mentioned much better now, and it looks like there's one just snoozin' next to that thing over there." AJ reported, nodding toward an immoblie walker propped up to a car on a ramp.

"Yeah, that's the one I was talking about." Glenn added. Lee didn't say much, but stood to peek inside of the truck.

"See anything?" Carley whispered to him.

Lee observed a lone screwdriver resting in the passenger seat. "I think I might've found a way to kill these things quietly."

"Now we just have to get it quietly." Glenn chimed. Lee tried the door, but to his expectations, it was locked.

"Of course." He sighed.

"Ah guess smashin' the window there isn't the best way to go about it?" Applejack asked, aware of the noise risk.

"Not unless you want all of them on us at once." Glenn replied. The four of them stayed put for a few minutes, debating the next course of action.

"Hey, Applejack, could you use your hooves to smash that guy's face in?" Carley tilted her head to the dormant walker. "You've got a powerful kick don't you?"

AJ's face lost color at the thought of smashing someone's skull like an apple. "Are y'all bein' serious?! Ah don't wanna hafta do that!"

"Well, do you have any other ideas?" Carley argued.

"There's gotta be somethin' better than me just up an' murderin' folks!" AJ countered.

Lee gave the farm pony an understanding look. "Applejack... they're not really people anymore. If we want to stay alive... if you want to stay alive, there may come a time when you have no choice."

"Ah know that!" She spat, but calmed herself before continuing. "But that don't mean Ah'm gonna do it every chance Ah get. People or not, Ah'm still not gonna feel right 'bout it."

"We understand, Applejack." Lee whispered. "We're not trying to put preassure on you, it was just a suggestion." AJ thanked him for understanding, and resumed brainstorming. Lee glanced at Carley's gun, and pictured a silencer on it. In his hand, he still held the pillow, and a new idea came to mind.

Lee moved over to the back of the truck, and turned to Carley. "Get your gun ready."

"But the noise." She protested.

"Just follow my lead; stay right behind me." Lee left the cover of the truck, and approached the walker. He held the pillow with both hands, and shoved it into the zombie's face just as the monster spotted him. Carley picked up on what Lee was doing, and placed the tip of the barrel in the middle of the pillow. She fired as the feathers, cotton, and other materials muffled the shot. The walker fell over, dead.

"That was sick!" Glenn snickered. With the walker dispatched, the four of them were now able to hide behind the car, getting a closer view of the lot. Lee checked to see if the car was locked as well but this time, to his delight, the door opened and he searched inside.

"Okay, that's one down. Now we have the one eating, one by the far wall, and the two up at the door." Carley evaluated.

"Wait, we've got another." AJ spoke up. "There's one right next to that huge thing over there."

"The RV?"

"Yeah."

Lee searched the seats to find a sparkplug. "I found a... sparky thing." The object's name slipped his mind.

"A sparkplug." Glenn corrected him. "You'd better hold onto that, could come in handy." Lee glanced over at the walker near the far wall, and realized it was lined up exactly with the car's path. He poked his head back into the car, and gave a sly look at the gear shift. He put the vehicle in neutral, and proceeded to push the car off of the ramp.

"Uh, Lee... What are y'all doin'?" Applejack looked at him funny.

"Just get back to the truck." Lee strained to roll the car and then watched as the two-ton machine slowly rolled toward the walker. The zombie turned around, and growled as the car easefully pinned him to the wall with just enough momentum to hold him, but not too much to cause a racket.

"I can't believe that actually worked." Carley commented as Lee arrived back at the truck.

"He's not done for, but at least he isn't going anywhere." Lee confirmed.

"So now all that's left down here is the one eating something, and the other next to the RV." Applejack did a short evaluation.

Lee stood again, and looked into the window of the truck. "If only I could get to that pick." Lee remembered the sparkplug he had taken with him, and searched his pocket for it. He wondered if he should just go ahead and smash it since they were already wasting a lot of time trying to rescue this stranger. Before he could cause any noise, Glenn stopped him.

"Wait, let me see the spark plug." Lee complied and handed him the tool. "The porcelain inside these things turns car windows to tissue paper." Glenn took his foot, and smashed the plug, letting out the porcelain that would allow Lee to get to the unconventional weapon. Lee took a small fragment of it, and collided it into the glass, causing the window to pop without too much noise resonating from it. Applejack froze in fear when she thought one of the walkers above them had heard, but sighed in relief when it turned it's attention back to the door. Lee reached in and aquired the screwdriver.

"That could scramble a brain pretty good." Glenn stated.

Lee rotated the tool and nodded. "That's exactly what I was thinking."

"Ugh, this is gonna get messy, isn't it?" AJ scrunched up her muzzle in disgust. Lee led the small group back to the low wall where they started, and peeked over the cover one last time.

"Okay, I think I can handle this from here on out, but if anything happens..."

"Don't worry, sugarcube, we got yer back." AJ nodded. Lee nodded back and slowly crawled out of the safety of the wall. He cautiously approached the walker dining on a mess of guts; chills vibrating through him as the sound of crunching and tearing flesh became more audible. He stopped inches away from the crouching zombie, and raised the pick to strike. The walker began to turn it's pale head but not before Lee plunged the tool into it's scalp, destroying the brain and covering the metal of the screwdriver in a redish-black fluid. Lee hastily moved on to the RV, hiding at the front while yet another walker stared blankly at the side entrance of the moblie home. Lee wouldn't be able to just walk up to this one and finish it off; at least not without it seeing him first, so instead he peeked around the hood, and whistled for the walker's attention.

Like an obediant dog, the walker hobbled towards the noise, as Lee waited for the right moment to strike. When he thought it was close enough, Lee raised the pick and darted around the front of the RV, driving the weapon into the walker's torso. He wiggled the tool to get it free while the unfazed monster lunged.

"Shit!" Lee swore as he wrestled the snarling creature. Glenn was the first to react by snatching a nearby plank, and giving the zombie a much needed *thwack* to the noggin. The creature's head lolled from the impact, giving Lee a chance to yank the screwdriver free and go in for a second attempt. This time he made sure his aim was correct as the pick was thrust into the walker's empty eye socket, killing it for good.

Lee took a deep breath from the intense struggle. "Thanks."

"For sure." Glenn replied. With the roaming ones dealt with, the four of them casually made their way to the final threat. Lee watched as the creature reached frantically for him, despite having a ton of metal holding him in place.

"They just don't quit, do they?" Applejack said with a hint of sadness in her voice. Lee's only response was to finish it off, as he voilently shoved the pick into the monster's forehead. The screw buried itself in the walker's dome, and pushed even further in when the zombie's head fell onto the trunk of the car, leaving Lee with no means of close range defense.

Glenn looked at Lee's hand, noticing the absence of the tool. "Dude, where did your weapon go?"

"Into that ice-pick sized hole." Lee grinned, pointing at the gaping void that now made up the walker's forehead.

"Holy shit." Glenn snickered. "It's cool, now we've got this." He pointed to a fireaxe that rested in a shattered glass casing near the car.

"Are you two done?" Carley asked impatiently.

"Yeah, we need to get goin'." Applejack insisted. Lee grabbed the axe from the wall, and made his way to the stairs leading up to the second floor walkway.

He stopped at the first step and turned to the small group. "Why don't you guys lag behind just in case this goes to hell."

"Okay, we'll be right behind you." Carley nodded. Lee clutched the axe handle and crept up the steps, staying low and keeping his weight off of his feet so that the stairs wouldn't creak. He reached the top and rounded the corner with no problems, but started to get anxious when the two remaining walkers came into view. He stayed low, but slowly rose as he got closer and closer. The walker closest to the stairs noticed him first and forgot about the door instantly. Lee raised the axe and brought it down on the side of the zombie's head, splattering gore onto the wall of the motel. The second walker took notice as well, and lazily stumbled toward Lee. With all of the time needed to prepare another swing, Lee had no problem severing the creatures head from it's body with another powerful attack.

The decapitated zombie slunked to the floor, finally clearing the way to the trapped woman.

"Rad." Glenn playfully commented.

"Alright, we're finally here." AJ sighed. Lee glanced at the single plank that held the door shut. Before he decided to go all "Jack Torrance" on it, Lee knocked on the door to let the woman know the walkers had been dealt with.

"Hello in there, we're here to help."

"Please, just go away!" The girl cried from inside.

"Let's go, guys." Carley was happy to comply with the stranger's pleas.

"In a minute." Lee replied, and turned his attention back to the door. "If you open up, we can take you somewhere safer. We've got a group in town..."

"No no no, please!" Lee was interrupted by her frantic cries.

"She's in trouble!" Glenn yelled.

"Miss, we're coming in!" Lee stepped back, and raised the axe.

"Ah don't like the sound of this, maybe we should..." AJ tried to share her thoughts, but Lee had already splintered the plank, allowing him to try the handle. To his dissapointment, it was locked forcing him to try the next best thing; kicking the door in. After one kick, the woman finally gave up hiding.

"Stop, just stop! I'm... coming out." The stanger unlocked the door, and slowly stepped into view. The sight of her made AJ put a hoof to her mouth. The woman's eyes were discolored, and heavy dark bags sagged under them. Her skin was heavily discolored and pale in most areas. She held a bloody hand to her side with even more blood covering her shirt underneath.

"You're hurt." Lee spoke.

"Oh, God..." Carley whispered.

"I said stay away." The woman sobbed.

"We need to get you help." Glenn chimed.

The woman looked at Glenn and shook her head. "it's... too late for that."

"What in the world happened to y'all?" Applejack asked. The stranger flinched upon seeing the orange mare, but withheld her surprise since she knew that time was running out for her, and that was really all she cared about.

"Guys... she's been bitten." Carley frowned.

"What?!" Glenn looked over the woman again.

"I told you, I said go away, I'm bit! But you wouldn't just leave."

"Let's calm down, you could be fine." Lee tried to ease her nerves.

"Lee has a point." AJ added. "Do we really know for sure if this will kill her? Ah mean, can't we at least try somethin'?"

"I won't be fine!" The girl shouted. "My boyfriend was bitten; you get sick and you die, then you come back a-and you kill anything you can find!" A moment of shicked silenece went by, until Glenn spoke up.

"...You have a boyfriend?" He said gloomily.

"Glenn!" Carley and Applejack snapped at him through clenched teeth.

The girl ignored him and continued. "I don't want that, it's not Christian. Please... just leave me, please go."

"Come with us, we'll find you some help." Lee offered, despite her current state. The woman didn't respond, instead, her eyes wandered over to the metal object that Carley held.

"You have a gun." She said blankly.

Carley eyed her suspiciously. "So?"

"Can I... borrow it?"

"What do you mean 'borrow'?" Carley replied.

"Give it to me. I can just, y'know, end this and then... then there's no problem."

Lee put his hands up. "Whoa whoa whoa."

"PLEASE, I don't want to be one of them. They're... they're... satanic." The group of four traded stares, uknowing of what to say.

"Now, hold on, we don't need to be makin' decisions so quickly." AJ reasoned.

"Applejack's right, we have to consider some things." Lee added. "It's like she said, there could be a chance."

"There's NOT!" The woman screamed. "Please, give me the gun!"

"Look, we can't let you do that to yourself." Lee wanted to wait until he was absolutely sure there was no other way, but the woman was already convinced that there wasn't.

"Ma'am, if you could just think for a second." AJ tried to talk her down.

The woman began to approach Carley. "Give it to me, PLEASE!"

"This is crazy!" Glenn was starting to panic.

"Please, step back." Carley inched away from her, but the girl continued to advance.

"It's just two seconds, just one bullet, and I can be with my family, and it'll be fine."

"Lady, you need to stop!" AJ stated just below a yell.

"Miss..." Lee walked towards her as she cornered Carley at the edge of the railing.

"Back up!" Carley shouted, but the woman ignored her warning, and went for the gun.

"PLEASE!" Carley wrestled with her, as Lee and Applejack joined in, trying to restrain the woman, and keep her from taking the weapon. The railing began to wobble and creak from the weight. After a few more seconds of struggling, the wooden walkway collapsed underneath their feeat, sending everyone sprawling into the parking lot. Lee, Carley, Glenn, and AJ landed closest to the rubble. The stranger had landed further away. Carley sat up and immediately searched for her gun. Her eyes shot open when the woman picked it up from the ground, a regretful stare plastered on her face.

Lee stood, and slowly approached the girl. "Whoa, take it easy, we just want to help."

The woman placed the cold barrel of the gun against her temple. "You can't."

Lee didn't give up on talking her through this. "Miss, just relax now. You need to think this through."

Applejack joined in. "Y'all don't hafta to this, we can find you help, please."

"Yeah, we'll find you a doctor, it'll be okay. Let's all just..." The stranger slowly squeezed the trigger. AJ galloped towards her.

"Nonono, no, NO!" *BANG* Blood, and skull fragments seperated from the girl's head as she slumped lifelessly to the ground. The short echo of the shot rang in their ears, leaving behind the only trace of whoever the woman use to be. Glenn wore an expression of pure horror as he reached down to pick up the glock. The weapon shook in his palms, shortly before Glenn let his nerves get the better of him, and vomited. AJ looked away in shock, mortified that someone could possibly end it in such a terrible way, even if it might have been better than most ways to go. Carley took the gun from Glenn and turned to the others.

"...Let's get out of here..." She said quietly.

Episode 1 Chapter 7: Everything's Going to be Okay...

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E 1 Ch 7: Everything's Going to be Okay...

Edited by- Solar_Flicker

The drugstore had been quiet for a while now. Larry was still unstable, forcing Lilly to keep her focus on him at all times. Clementine and Rainbow Dash kept each other company anxiously awaiting Lee and Applejack's return. Duck was doing much better as Kenny and Katjaa continuously offered their comfort. Twilight and Doug continued to share jokes and friendly banter as they took turns keeping watch. The drugstore had become so peaceful that the opening of the office door succeeded in startling a few of them. Their alarm vanished as Lee, Glenn, Carley and Applejack re-entered the safe haven.

"Everyone alright?" Kenny greeted Lee.

"Yeah. We had some close calls but Glenn is fine, and well... Yeah, we're okay." Lee's thoughts were still troubled by the desperate woman at the inn.

"I've got a few cans of gas for your pickup in the trunk of my car." Glenn spoke in a low hollow tone.

"Good to hear it." Kenny smiled.

"And things back here?" Carley asked.

"Quiet. Our 'friend' is still in and out over there. He won't survive anymore stress." Kenny motioned towards Larry.

"Then the next order of business is getting those pills out of the pharmacy." Lee added. Kenny nodded in agreement, and left to join his family. Applejack walked past them, staring at the ground and keeping to herself, the image of the frantic girl's dead body fresh in her mind. She slowly made her way towards the back of the store, but was stopped by Twilight who had taken notice of her mood.

"Hey, Applejack, is something bothering you?" She took a seat and notioned for AJ to do the same. A few quiet moments went by before the farm pony finally took a deep breath and spoke.

"When we went out to get Glenn..." She paused for a moment. "...There was this girl." She paused again. Twilight waited patiently for her friend to continue. "She was trapped in a room by some walkers, so we all decided to try and help her. Lee eventually cleared the way, and we finally made it to where she was. What we thought were cries for help were actually warnings to leave."

"Why, what was she trying to warn you about?"

Applejack sighed once more and continued. "When Lee tried to break in and help her she decided to just come out instead. She...walked out...and she was partially covered in blood. Her blood. She was bitten, Twi." Applejack frowned and brought her eyes back to the ground. Twilight looked confused for a moment, not knowing that a bite could mean inevitable death. AJ noticed her friend's expression and explained. "She told us that her boyfriend had been bitten. Apparently what follows is a serious fever or some kinda sickness, then eventually death, and then..." AJ let Twilight figure out the rest. The purple mare now empathized and understand why Applejack was in this troubled state.

"Applejack, I... I'm sorry."

"She did it, Twi."

"What?"

"She...took her own life."

"Oh." Twilight complexion went pale.

"She did it with Carley's gun. Lee... Lee and Ah tried to stop her."

"Applejack, I might not have been there, but I know you did all that you could." Twilight put her hoof on Applejack's cheek.

"Ah don't know. Maybe it would've been better to just give it to her." AJ shook her head.

"I trust your judgement, Applejack, but you can't let this get to you, it wasn't your fault." She moved closer and met AJ's eyes. "You remember how I felt like Shawn's death was my doing? Well, I've been doing my best to look past that, and not let it bog me down. It does take some time but I know you can move past this. We are going to find a way home. I promise." Twilight smiled hopefully.

"Thanks, Twi." AJ returned the grin. "Ah think Ah'm gonna rest for a bit though."

"Okay, take it easy. Rainbow Dash and I are here for you." Twilight stood, and made her way back to Doug. Meanwhile, Lee tried to scope out Clem and Rainbow but didn't have to as they found their way to him.

"Hey there, girls." He greeted.

"Hi, Lee." Rainbow replied happily.

"Here's your talkie back, Clementine."

"Thank you for taking care of it." Clem smiled and gladly took her toy back.

"I'm glad you two are doing okay. How has everyone been so far?" Lee asked Rainbow.

"Everyone's doing fine." Dash turned her head to find Applejack resting near the back of the store. "Is Applejack okay?"

Lee glanced at the farmpony and nodded. "Yeah, she's alright. She's just... had a long day, like everyone." Lee then turned his attention to the front door where Doug and Twilight were. "Listen, I have to get back to finding the keys for the pharmacy, so you two sit tight for now."

"Okay, c'mon, Rainbow. We can play another game of tic-tac-toe!" Clem hurried back to the middle of the store.

"Another one? Haven't you won enough of those?" Dash griped. Lee left them to their game, and went to join Twilight and Doug, but on his way over he stopped by Carley who was still working on the radio.

"Hey, Carley, I was looking around earlier and I found these." Lee presesnted two small batteries. "They should fit the radio."

"Thanks, I should be able to get it to work now." Lee nodded in response and left to speak with Doug and Twilight.

"Hey, guys."

"Lee, glad to see you're alright." Twilight greeted.

"How are things looking?"

"The street has calmed downed a little, but there's still a crapload out there." Doug cringed, peeking out of the door.

"Well, we should have another look around anyway since the keys are on that walker, maybe we can find a way to get to him." Lee proposed. Doug and Twilight agreed as the three of them cautiously opened the door, and stepped out. The night air still carried the musty scent of carrion as a good majority of walkers continued to wander aimlessly in each direction. As Lee, Doug and Twilight kept low, they searched for possible ways to distract the horde. Lee's gaze wandered over to a set of televisions in an electronics shop across the street. He remembered the T.V remote he had found in the office, and presented it to Doug.

"Think you can do anything with this?" He offered him the remote and gestured towards the television sets.

"You know what I could do." Doug grinned and took the remote. He began to follow the procedure of re-rogramming it. "It's universal; I could program it to work with those T.V's across the street. Let's just hope the power is still on."

"You can just do that?" Lee asked.

"I memorized all of the codes when I was in AV." Doug said with a hint of pride. "Let's try."

"What does that thing even do?" Twilight chimed in.

"You'll see here in a second." Doug punched the last number in and pointed the remote at the sets. He hit the power button and instantly the store window came alive with static.

"Well-fucking-done Doug. All that dork nonsense might save a life." Lee teased.

"Whose to say it already hasn't?" Doug crouched back down.

"I resent that dork comment by the way." Twilight playfully nudged Lee. A handful of walkers stopped and slowly turned their attention to the sets. "Look, that got a few of them to take notice." Twilight pointed at the walkers thoughtlessly glaring at the fuzziness of the screens. They continued to stare for a few more seconds before walking away, causing Lee's, Twilight's and Doug's excitement to fade.

"But not enough." Lee sighed.

"I bet if we could shatter that store window, that might do the trick." Doug added. The three of them then searched for a way to do so. Lee noticed a nearby brick a couple of feet from the gate. He reached as far as the bars would let him, but it wasn't close enough.

"We have to get the lock off so we can use that brick and get the keys." Lee stated. "You wouldn't happen to have the combo would you, Doug?"

"Uh, well..."

"No, he doesn't." Twilight finished for him.

"Any ideas?" Doug added. Lee stood up and placed the blade of his recently acquired axe to the lock. He brought the weapon back and hit the padlock well enough to free it from the gate.

"Found the combo." Lee joked, pleased with himself.

"Awesome."

"Y'know, I could've probably just used my magic."

"Oh yeah, I didn't really think about that." Lee smiled. "Now to smash that window."

"Allow me." Twilight enveloped the brick in a purple glow and hurled it at the window with excellent aim. The glass noisily gave way, allowing the volume from the static to flow louder than before. After a few seconds, every nearby walker began to gather at the store and ogle at the sight, leaving a wide window of opportunity to search Lee's brother. Lee stood once again, clutching the axe and inching his way out of the gate.

"Be careful." Doug warned.

"You two keep an eye out." Lee replied as he casually walked towards his brother. He reached his deceased sibling and stared woefully at the sad sight. B's legs were mangled and most likely useless. Small patches of blood covered his face and forehead and his skin had become slightly ashy and discolored. Lee could already feel his stomach churning. B glanced up and rested his lifeless gaze on his older kin. He no longer saw a family member in front of him, instead his rotted brain only percieved a living meal to be eaten. B began to hungrily reach and scratch at Lee, but the fallen telephone pole assured his attempts were in vain. Lee bent down to his brother's level but had a hard time meeting his glazed eyes.

"Hey, bud." Lee started a fruitless conversation as B only responded with growls and snarls. "I don't know what happened to mom and dad, but I know if you were there, you would've died for them. So... yeah... I'm going to assume that's what happened."

Doug and Twilight watched from the door. From their perspective it looked as if Lee were searching for the keys already.

"What's he doing?" Twilight asked.

"I'm not sure. Maybe he's having some trouble." Doug leaned out a bit to get Lee's attention. "Did you find them yet?!"

"Give me a second!" Lee turned and snapped back. He knew he had to shorten the goodbye, but it still didn't make it any easier knowing he would be putting B out of his misery. He closed his eyes and continued. "I'm sorry, man. I'm sorry I wasn't here. But knowing you were; to take care of them through all of it, that helped." Lee slowly stood. He took a few deep breaths to calm himself and raised the axe behind him. B continued to struggle despite the weight of the pole, while Lee aimed his blow. He closed his eyes and brought the axe down hard into B's neck. Blood soaked the axe's blade while several drops fell upon the ground and poll.

Doug cringed while Twilight looked away all together. Lee breathed a few more times trying not to let his emotions overwhelm him. He as well as Doug and Twilight jumped as B made another attempt to grab at Lee.

"Fuck!" Lee swore as he jumped back. He clinched his teeth as he prepared to strike his brother again. 'In the head this time, dammit!' Lee hated himself for even thinking that, but it was the only thing that would end B's suffering. He swung down again, catching B's neck once more. His emotional anguish and refusal to look when he swung kept making him miss. He tried again, but still hit B's neck, the sickening sound of flesh being torn from the axe was also making Lee lose his concentration. B was now barely moving or making any noise, but was still unmistakingly undead. Lee swung for a fourth time missing his mark yet again. Twilight couldn't take any more as she fought the urge to vomit.

"I'm heading back in." She said as she opened the door, leaving Doug to watch over Lee. Lee stopped his assault and controlled his breathing. He forced himself to watch as he swung one final time, finally burying his weapon into B's skull. Lee waited for a moment to make sure B wouldn't come back. After several seconds, he leaned on the axe and bent back down to search his brother.

"Oh...God..." Lee reached into the front pocket of B's uniform and found the keys. "There we go." Lee had finally found them, but celebrating was the last thing on his mind. He stood, and waved the keys to Doug who was still keeping watch. Doug was about to give a thumbs up when he noticed some of the walkers bringing their attention back to the street.

"Holy crap! Run!" Doug called out. Lee booked it back to the door before any of the them could get too close. Doug closed the gate behind him but had no way of locking it this time around. They both headed back into the store as Doug braced the door in case any of the walkers might try to follow them in.

"Man, that was close." Doug stated, relieved to be back inside.

"But we did it, that's all that matters." Lee could feel tears welling up, but held them back as he went to tell Lilly the good news. On his way over, he noticed Carley was still fidgeting with the radio.

"Still not working?" Lee asked.

"Yeah, I can't figure it out."

"Here, let me see it." Lee once again examined the device. There didn't appear to be anything wrong with it externally and Lee figured that Carley had already tried the volume and power. He noticed that the atenna was down so he tried that next. After extending it and hitting the power, nothing happened. He turned it around once more and found his gaze drifting over the battery port. 'Oh, she didn't.' Lee chuckled to himself as he opened it only to find the batteries in backwards. 'She did.' Lee grinned but didn't say a word as he repositioned them. After the batteries were taken care of, Lee pushed power and the radio buzzed to life.

"You fixed it!" Carley said, trying to hide her embarrassment. Lee left Carley to the static and occasional bits of reports coming in. He continued on his way but not before Rainbow could intercept him.

"Hey, Lee. Can I talk to you for a second?" Her expression seemed somewhat troubled.

"In just a minute, Dash. We finally got the keys for the pharmacy so I'm going to see what I can do about Larry. Afterwards, we can talk."

"Okay, fine, but it can't wait for too long." Dash left on that note as Lee approached Lilly and her father.

"I've got the keys."

"Great! God, you're amazing." Lilly smiled and looked towards the office. "Let's get in there." Lilly and Lee entered the office together and Lee wasted no time in unlocking the pharmacy door and stepping in to search for the nitroglycerin pills. However, upon Lee's haste, he had completely forgotten about the anti-theft alarm his parent's had installed which sounded mere seconds after stepping inside. Lee felt his heart sink, knowing that the blaring alarm would attract every walker several blocks away.

"Ah, shit." Lee cursed himself.

"Oh no. We gotta hurry!" Lilly ran past Lee as they both began to search for the medication. Back in the store everyone, excluding Larry, was now on their feet/hooves, scared for their life by the panic of the drugstores alarm.

"What in the hay is goin' on?!" Applejack shouted

"God dammit! They must've triggered the anti-theft alarm by accident!" Kenny answered. "That fucking thing's gonna bring every damn walker in Macon down on top of us!" Moments later, Lilly returned with the pills while Lee followed closely behind.

"Kenny!" Lee ran up to him. "Is the truck ready?!"

"Yeah, but I'll have to pull it around!"

"Lee!" Twilight jumped in. "What's happening?!" She panicked.

"We accidentally tripped the alarm so we have to start evacuating!" It didn't take long for the usettling banging of hands on the walls of the store to build up around them. Lilly administered the medication and helped her dad to his feet.

"What are we going to do?!" Twilight cried, but the alarm mixed with the growls of the undead made it hard to hear much. Katjaa put her hand on her son's shoulders to comfort him.

"Duck, c'mon baby, time to go." She made sure to keep her voice at a calm level so not to scare him.

"I'm gonna get the truck pulled up around back!" Kenny announced.

"Do it fast, I've got to get my dad out of here!" Lilly added.

"I don't plan on dilly-dallying. Honey, take Duck into the office and barricade the living hell out of the door behind me. Applejack, help Katjiaa and please watch out for her and Duck."

"Can do!" AJ nodded.

"Glenn, when you hear me honking in the alley, start getting people out of here."

"You got it." Glenn confirmed.

"Doug, Carley, Lee and Twilight, you guys make sure our defenses stay up til then. And Lee, I'd better take that axe in case in I run into any of them on the way to my truck."

"Here you go." Lee tossed the weapon into Kenny's hands. The sound of the gate opening signaled that the horde of walkers were now just outside of the door.

"Guys, that door's not locked anymore!" Doug said nervously.

"Shit, you four get on it, I'll be back as fast as I can!" Kenny then left through the office. Doug, Carley and Glenn used the weight of their bodies to brace the door while Twilight engulfed the door with her magic in an attempt to keep the walkers out. Lee kneeled down to speak to Clem and Rainbow.

"Rainbow, keep Clem safe, and both of you stay away from the windows." The front door jolted as dozens of mindless walkers tried to force their way in.

"Glenn, we need your help, please hurry!" Katjaa called from the office. Lee heard as well as he ran over to the door, offering to take Glenn's place. Glenn moved to help Kat and Applejack as Lee now aided in bracing the door. The weight of the walkers were steadily increasing, as the human's strength as well as Twilight's magic was beginning to wear out. The door violently shook and rattled convincing Doug to give a probable farewell.

"Hey, Lee. If we don't make it through this, you should know that... I think you're a great guy."

"We will make it through this!" Lee responded.

"You guys, If anything happens to me, promise me you'll look after Applejack and Rainbow Dash." Twilight pleaded.

"God dammit, don't talk like that!" Lee shouted.

"Doug, if we don't make it through this, you should know..." Carley was interrupted as the door nearly gave way, pushing Lee away from it. Lee regained his footing and pushed back on the door as Twilight strained to hold the door shut. The walls of the store rattled and the windows broke as more walkers arrived. Once they had gotten the door shut again, Doug urged Carley to continue.

"I should know what?"

"Huh?" Carley had forgotten almost instantly.

"You said I should know..." Again, they were interrupted as the the wall next to Doug caved in, knocking over a large shelf and allowing the walkers a way in.

"SHIT!" Carley swore as she took her weight off of the door and pulled out her pistol. "On it." Carley fired off a couple of rounds, hitting her mark. As Carley moved away from the door to get a better advantage with her aim, Doug, Lee and Twilight could feel the weight of the door starting to overwhelm them. Lee knew they couldn't keep this up forever so he called Rainbow and Clem to his aid.

"Rainbow, Clementine, can either of you look for something to stick in between the handles?! Something real strong, okay?!"

"Got it!"

"Okay!" Clementine searched the floor of the aisles while Rainbow darted from one shelf to another. A voilent shove caused the doors to partially open, forcing Doug, Lee and Twilight to push their limits and close it again.

"Did you guys find anything?!" Twilight called out.

"Nothing yet! Oh, wait, Clementine, that cane!" Dash zoomed into the office with Clem as more walkers pounded on a boarded window. The boards had been hastily nailed on, making them weak against the walker's assualt.

"That window is screwed!" Doug took notice.

"GO!" Lee ordered. Doug hesitated knowing that he would be leaving only Lee and Twilight to hold the door, but he soon left to hold them off at the window as the door once again swung halfway open. Lee's muscles ached and fought to push the door closed again. Despite already using her magic, Twilight was now using her physical strength as well to hold the door shut.

"Lee, I can't keep this up!" Twilight was beginning to lose consciousness from the excessive strain of magic.

"You don't have to, Twilight!" Dash announced as her and Clem arrived with Mr. Everett's cane. Lee immediately took the cane and shoved it between the handles, finally allowing himself and Twilight to breath. Just when the door had been secured, cries for help came from both Carley and Doug.

"AAHH! GET OFF, GET OFF!" Doug had been grabbed through the gaps in the boards, and in a matter of seconds, the boards would give away.

"Shit! I'm out! Lee, ammo, in my purse!" Carley's had expended the final bullet in her clip giving a walker time to seize her by the ankle and keep her from reaching her purse. Soon, she would be overwhelmed. Lee glanced from Doug to Carley, unsure of what to do. In his mind, he figured Carley would be quicker to help since all she needed was ammo from her purse. He figured if he was quick enough, he may still have time to help Doug. Lee rushed over to Carley's purse and tossed her a full clip. Twilight noticed that Lee had gone to help Carley and could see that Doug was still in mortal danger.

"NOO!" She shouted as she hurried to help him. "I may not have been able to save Shawn, but I won't let you die, too!" Twilight used the remains of her magical energy to force the walkers off of him with one powerful push. The energy sent the walkers sprawling away from the window and even managed to knock the boards off with them, but Doug remained inside safe and sound.

"Oh, God, thank you." Carley had managed to free herself from the walker's grasp and dispatched several more giving her the opportunity to escape. At last, Kenny arrived back calling for everyone to leave.

"Let's go!" Rainbow helped Twilight to the office door while Doug and Carley followed close behind. Larry held the door open as Lee and Clementine were the last ones out. Before Clem could make a break for it, a walker grabbed her ankle, causing her to trip and fall. Immediately Lee reacted with a few stomps to the walker's head. His assault didn't kill the monster, but as soon as Clem was free, her and Lee booked it. Clem squeezed past Larry and Lee was just about to make it through, until Larry halted him with his hand and scowled at Lee.

"You're not coming with us you son of a BITCH!" Larry met Lee's face with his fist, knocking Lee onto the ground and severely dazing him.

"No!" Clem cried out, but Larry forced her to keep moving. In the office, Dash was tending to Twilight. She noticed Clem was with Larry and knew that Lee shouldn't have been far behind.

"Where's Lee?!" She asked, but Larry simply ignored her.

"Larry punched him!" Clem answered.

"What?! You motherbucker!" Dash darted back into the store to find Lee flat on the ground and a walker crawling towards him at an alarming pace. She flew through the door and positioned herself directly over the monster. Without thinking about it, Dash flew full force straight down, letting her hooves land on the walker's rotted skull. Gore and brain matter splattered onto her hooves and up her leg. Rainbow kept her eyes closed during the attack, not wanting to see the gruesome damage she had dealt, but the feeling of the blood on her coat made her shiver. By now, Kenny had arrived as well and Lee was starting to regain his awareness.

"C'mon, we're not letting someone else get eaten today." Kenny pulled Lee up by the hand. "Especially a good friend." Kenny left through the office along with Rainbow Dash, while Lee took one last look in the now infested store and shut the door behind him.

------------------------------------------------------------------------

Luna was sitting at her room's balcony, watching as she raised the elegant moon from the mountain tops. She took a moment to look over the streets of Canterlot that now bathed in the moonlight. The peaceful sight always did help her to relax. Her thoughts were interrupted by hoofsteps just outside the door. She turned to look for a second and spotted her sister. Luna left the balcony and went to talk to her distressed sister.

"Tia, is that you?" Upon hearing Luna's voice, Celestia did an about face. "It's late, shouldn't you be sleeping?"

"Can't sleep." Celestia responded softly.

"Twilight and the others?"

"Yes." Celestia brought her hoof to her temple as a slight headache took over. "I've actually been trying to psychically link my mind to Twilight's so that I may find or even speak to her. That alone takes an outrageous amount of concentration though, and as far away as she might possibly be, it may even prove to be impossible."

"Well, perhaps it would be best if you tried to sleep again then." Luna moved closer and brushed Celestia's face with her hoof in an attempt to comfort her. "You can wake up bright, early and refreshed. I'll even stay up for a while and help you if you like?"

"I would like that very much, sister." The sun goddess smiled her thanks. "I'll try to get some sleep."

"Good. I'll get you up as soon as the moon sets."

"Goodnight."

"Goodnight, Tia." Celestia returned to her room without another peep. Luna made her way back to her balcony and let the stars and moon ease her mind.

------------------------------------------------------------------------

Despite losing the drugstore to the walkers, everyone had made it out okay for the most part. Kenny had driven them to the motor inn where Glenn had been trapped. Stragglers had been dealt with, so all that was left to do was secure the area and gather the bodies. Lilly compiled them in the center of the lot. Among them was the corpse of the girl who had ended her life, bringing back terrible thoughts for Glenn and Applejack. Kenny checked in on his family while the three ponies discussed setting up refuge with the humans. Clementine leaned against an abandoned RV while Duck talked nonstop with her. Carley and Doug were busy salvaging anything they could find around the inn, while Glenn listened to the radio of his pizza car to see if things were any better in the city.

Lee stood away from the lot peering at the picture of his parents and brother. They were gone forever, but Lee would never forget them. He only hoped that wherever they were, they could come to forgive him for all of the pain he may have caused. Lee brought his attention to the road when he thought he could hear screams and gunfire and decided it would proabably be best to head back into the parking lot and check in with everyone. Glenn was the closest.

"Hey, Glenn." Glenn held out his hand signaling Lee to wait. He listened closesly as the news report continued.

"...Uncountable severe emergencies, the cities and their current level of disaster are as follows: Atlanta, stage nine catasrophe. Augusta..." Upon hearing Atlanta's state, Glenn looked up at Lee.

"I think I need to go." Lilly overheard and began to walk over to him and Lee.

"To Atlanta?" Lee asked.

"Yeah, I've got friends there, and I can't stay here knowing that they could be trapped in that city."

"It sounds like nobody knows what's happening there. When we left a few days ago, it could've gone either way." Lee warned.

"I got to take my chances." Glenn persisted. Lee noticed that Lilly was thinking about intervening with Glenn's decision, but knowing that it shouldn't be anyone's choice but his, he waved her off. Lilly was hesistant but left Lee to it. Lee brought his attention back to Glenn.

"Find your friends and be safe." Lee gave his blessing.

"Thanks Lee, that means a lot. I don't mean to abandon you all, but this seems like an okay setup and I'm sure things will be back to normal around here in no time."

"Let's hope."

"You guys be safe." Glenn smiled.

"We'll try." Lee returned the gesture. Glenn was ready to start up his car but not before giving one last glance at the mutilated balcony where that poor woman had wrestled for an easy way out. Before he thought too much about it, he started the engine and took off down the road. Lee watched as he went and then turned his attention to Kenny and his family. He went to greet them at Kenny's truck.

"Hey, Ken."

"Close call back there." Kenny turned to meet Lee.

"Thanks for picking me up." Lee extended his hand as he and Kenny shook.

"No problem, we have to take care of each other."

"Yeah, we do."

"Hey, about Clementine."

"Yeah?"

"Earlier I said there's some stuff out there that might screw up a precious little girl like her."

"You did." Lee nodded.

"Well I still think that's true, but after what I saw today, I think between you taking care of her and her taking care of herself, you two are gonna be just fine." Kenny now held faith in Lee's position as a gurdian.

"Thanks, Kenny."

"You got it." With that, Kenny left to speak with his wife. Lee saw Rainbow Dash, Applejack and Twilight standing underneath the broken balcony. When Dash and him met eyes, she hovered over to him.

"Lee, you know that thing I needed to talk to you about?"

"Yeah?"

"Well, it's just..." She paused to find the right words. "I need you to tell them."

"About...my past?" Lee was unsure of what she meant at first but soon caught on.

"Yes."

Lee raised a brow. "Why couldn't you?"

"I thought about it for a while, and I figured it would be better if they heard it from you."

"Rainbow..." Lee was about to object but Dash interrupted.

"My friends are very trusting and I can vouch for you. If I'm able to look past what you've done because of the kind of good person you are now, I'm sure they can too." Lee was still hesitant, but he figured if he refused then Rainbow would probably still take it upon herself to tell them instead.

"You're putting me in a real awkward position here, Dash."

"Please, Lee, you can trust them." Dash pleaded.

Lee let out a heavy sigh. "...Fine."

"Thank you." They both made their way over to the other ponies. Twilight and Applejack ended their conversation as the two of them approached.

"Lee, what's going on?" Twilight began.

"Rainbow said y'all had somethin' you wanted to tell us?" Dash stood next to her friends while Lee took a knee. He glanced behind him to make sure no one else was nearby.

"Yeah, I do, it's really important." He started. "A couple of days ago... I was on my way to prison." Twilight and Applejack exchanged surprised looks.

"You were a criminal?" Twilight eyed Lee suspiciously.

"What did y'all do?" AJ chimed.

"I got into a fight with someone... and I ended up killing him." Lee waited for them to say something but the next question was directed towards Dash.

"Rainbow, you knew about this?" Twilight faced her cyan friend.

"I found out only earlier tonight, I asked Lee if I could tell you guys and he had no problem with that, but the reason I wanted him to tell you himself is because I trust him and I really think you should too." Twilight and AJ shared unsure expressions.

"We pretty much never have murders occur in Equestria, heck, Ah can't even remember the last time one was recorded." Applejack stated.

"Lee, this is... quite the revelation. I'm just not sure what to make of this." Twilight felt ambivilent about whether to accept Lee, or keep at a distance from now on.

"I understand, it's a lot to take in." Lee responded.

"Can y'all give us details?" AJ pressed.

"Yeah..." Lee sighed. "The reason we fought is because I confronted him. He and my wife... they... were seeing each other."

"So, it was a crime of passion." Twilight concluded.

"Not exactly." Lee shook his head. "It was accidental." Applejack looked questioningly at Lee. She didn't speak but instead studied his eyes. When she was sure that Lee wasn't holding anything back she turned to Twilight and nodded.

"Ah believe him." She said softly. "And Ah don't think he's dangerous." Twilight looked from Applejack to Rainbow and then back to Lee. She then scanned the ground trying to come to her own conclusion. After a short moment, she let her suspicion drift away.

"Okay Lee, if my friends trust you, then so do I." Lee could feel the tension melt from his body. He had successfully gained the trust of the weird alien ponies, and as strange as that was, it was trust alone that he was thankful for.

"Thank you Twilight, Applejack, Rainbow Dash. That means a lot to me." Lee smiled.

"I'm so glad we could get past this." Dash beamed.

"Yeah, me too." Lee agreed. "Listen though, I really need you guys to keep this just between us, for now anyway."

"You mean you haven't told anyone else?" Twilight scanned the lot.

"Well what about Kenny over there." AJ pointed. "Ain't he yer friend?"

"Yeah he is but I've only known the man for a day, and as protective as he is with his family, I don't think he'd be quite as accepting as you guys are. At least not yet."

"Okay Lee, we'll keep this to ourselves." Twilight nodded. "But just know that the longer you hold onto this, the tougher it's going to be to let out." Lee didn't reply, he just glanced away knowing that Twilight was definitely right about that.

"I'm gonna go check in with the others so I'll leave you guys to it." Lee stood and waved as he made his way over to Doug and Carley. Twilight waited until he was out of earshot and turned to Rainbow Dash.

"Are you absolutely sure about him?"

"I am. Lee's a decent guy and a good caretaker, we can trust him."

Lee's conversation with Carley and Doug was brief. They both were doing alright despite the circumstances and Lee didn't keep them from salvaging supplies for too long. Lee had also tried to convince Doug that he held nothing against him for saving Carley first, but Doug was understanding and simply happy to be alive. Afterwards Lee made his way towards Clementine who stood quietly behind the RV while Duck rambled incoherintly next to her. On his way over he glanced to his right to find Larry eyeballing him from a post. Lee returned the stare and then broke it as he approached Clem. Duck was talking a mile a minute.

"...And it was all like pow pow pow! I thought the super dinosaur was toast, but you know what, he wasn't. Oh, and then..."

"Hey Duck, you want to cool it for a minute?" Lee interrupted.

"Okay, sorry." Lee bent down to talk to Clem who appeared to be sulking.

"I'm sorry there's uh, not a lot of kids here." Lee apologized thinking Duck was the issue.

"No, it's not that, it's... I got grabbed again." Clem shivered.

"I was there though."

"I fell and my walkie-talkie broke. Glenn had the other one."

Lee cursed himself for forgetting to ask Glenn for the talkie back, but it was much too late now. "Aw, I'm sorry."

"Thanks. I know I need to be tough, I'm just sad, and I know it doesn't make any sense but it's how I used to talk to my mom and dad and now they're gone... It's gone." Clem began to tear up.

"Maybe we can find you another one." Lee tried to cheer her up.

"I'll just keep this one I guess." Lee was about to say something else but a very unwelcome voice interrupted him.

"Lee, come here for a second." Larry beckoned him.

Lee looked back at Clem. "Let me go deal with this." Lee stood to leave as Duck resumed his ramble fest. From a distance, Dash noticed Lee going to talk with him.

"If there's anyone here you guys need to be wary of, it's that scumbag right there." Rainbow narrowed her eyes and pointed at Larry.

"We know Rainbow, we were there when he tried to throw Duck out." AJ agreed.

"Not only that, but he tried to get Lee killed." Dash spat. Twilight and Applejack gasped. "You want to know why I was covered in blood when we left the drugstore? I went back to save Lee after Clementine told me that Larry had punched him. A walker was about to get him so I had no other choice but to stop it myself."

"I'm sorry you had to do that, Dash." Twilight hugged her friend.

Lee cautiously approached Larry ready for whatever verbal or physical assault that might come his way.

"What do you want?" Lee spoke coldly.

"You like my daughter?" Larry's tone was surprisingly calm, helping Lee to relax a little. Lee crossed his arms and glanced at Lilly. She had been a little rough at first but at this point, Lee didn't really hold anything against her.

"Yeah, she's great."

"Well stay the fuck away from her." And just like that, the tension between Lee and Larry reappeared like a brick wall between the two.

"Or what?" Lee challenged.

"Or everyone will know that you, Lee Everett, are a killer and you were before it was something you had to do to stay alive." Larry inched closer making Lee put his hands back to his side. "I know who you are, and I don't give a shit about what happens to you. But if anything happens to my daughter or that little girl you've got with you... Heh, you watch your ass." On that note, Larry went to stand by himself elsewhere leaving Lee to stew on the fact that at least half of the group now knew about his past. Seconds later, Lilly approached Lee.

"Hey Lee, do you have a second?" Lee peeked behind him to see Larry giving him a death stare, but ignored him and let Lilly continue. "My dad would be dead if it weren't for you." She smiled.

"Don't mention it, I'm just glad everyone made it out okay."

"And about those... ponies..."

"You should know that if it weren't for Twilight, Doug probably wouldn't be here." Lee wasn't about to let Lilly speak against them.

"I was going to say that I think they've earned their keep here." Lilly nodded.

"That's good, from what I've seen, they have plenty to contribute." Lee was happy to have their company, even if they did know about his past, he trusted them. Both Lee and Lilly turned their attention to the sky as what sounded like helicopter rotors became audible.

"I hope that's the sound of us winning this thing." Kenny went to join them.

"Me too." Lilly agreed.

"This motor inn's pretty damn defendable. We block off the entrances with some cars and keep someone on watch; we could stay here until the military rolls through." Kenny scanned the lot.

"I actually agree with that plan." Lilly added.

"As do I. When we get started, I can help on moving those cars." Twilight joined in. "And perhaps when we get the chance, I can search the inn or scavenge Macon to look for parts to build a replacement machine, so my friends and I can go home!" She said happily.

"You really think that could work?" Lee asked.

"With enough time, energy and scrap, yes I do." She beamed.

"Well we've got beds, we've got water and most importantly, we've got light. There are worse places to call home." Kenny let his optimism show.

"Yeah, you're right. You know guys, I think it's going to be okay." Lilly concluded. The four of them stood at the edge of the lot happy to have a plan going. Just when things seemed their brightest, the street lights from down the road began to flicker off. The noise of fading electricity sounded as the lights of the balcony were next, followed by the bright yellow motor inn sign, leaving the group vulnerable and swallowing the entire area in complete darkness...

TO BE CONTINUED

Episode 2 Chapter 1: Days Gone By

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E 2 Ch 1: Days Gone By

Edited by-Solar_Flicker

THREE MONTHS LATER

Lee skulked quietly through the bushes, being careful not to alert the walker enjoying its meal. He inched closer until he was positioned right behind the creature. Lee stood slowly, and hoisted his axe over his head. He tightened his grip and abruptly dispatched it with a single swing. Lee put his boot to the walker's back and kicked off of it, releasing the weapon from it's skull. With the coast clear, it was now safe for Rainbow Dash and Mark to move up and join him.

Attached to Rainbow's front right hoof was a rather large survival knife. The handle of the knife had been completely removed and replaced with some rope tied into a whipper knot to hold the blade in place. Attached to the rope was a durable plastic band that Twilight had crafted for Dash for safety reasons. Over a few weeks, it had taken some getting used to, but soon Dash was able to easily tighten the band and use the knife as if she were holding it, and loosen it when she needed to take it off. Over the course of three months, she had only needed to use it once.

Mark held his rifle close and frowned at the small morsel the walker had chewed up. "Dammit, what did they get this time?"

"Looks like a rabbit." Lee replied.

"Well, that's another meal lost." Mark added as his stomach growled. Him and Lee pressed forward through the woods while Rainbow took a few seconds to observe the mutilated rabbit; a saddened expression shown on her face. Lee halted and turned around.

"Rainbow, is everything okay?"

"Yeah," she nodded. "just thinking about a good friend back home." Dash trotted to catch up with them.

"I still can't believe we went through all that commissary food in 3 months. It seemed like so much at the time." Mark continued on about the food situation.

"Maybe you shouldn't have opened the door." Lee replied as he kept an eye out for any hunting opportunities.

"Yeah, except then I'd probably be food by now. Trust me, I have no regrets."

"A rabbit's hardly a meal, Mark, but I'd take it. We're all hungry." Lee's stomach growled as well.

"No kidding." Mark agreed.

"Well at least you guys don't have to worry about keeping us fed." Dash referred to her and her friends.

"Yeah, you guys have it good," Mark grinned. "all the grass and leaves you can stomach."

"I guess, but it'd be nice to have a hay sandwich or something different every once in a while, you know."

"I've actually been thinking about something," Lee spoke up. "we're going to be in even deeper trouble when winter comes around. There's going to be no vegetation for you guys, and if we don't find enough food..." He cringed at the thought of everyone starving out.

"Don't worry about that, Lee. Twilight's been working really hard on that machine, remember." Dash hovered in the air, excited by the thought of returning home.

"I hope she can get it working soon, because winter can't be that far off." Lee's gaze traveled over the fallen orange leaves that littered the forest floor.

Mark's face lit up with an idea. "Hey, if Twilight does get that thing working, why don't we all just come with you guys?"

"Um, you might have to talk to Twilight about that; It's not that I think it's a bad idea or anything, it's just that it might take a lot of magic to do what she's trying to do. Like I said, you'll have to talk to her."

"You never know, maybe her machine is our ticket out of here!" Mark looked happily at Lee.

"Maybe, but for now, let's focus on finding something to eat." Lee dropped the subject. The trio kept their eyes out for game while the thought of food crossed Mark's mind once again.

"When I accidentally grabbed for Carley's rations the other night, I thought she was going to take off my hand!"

"We're all on edge, just cut her some slack." Lee defended her.

"And that guy Doug, last night I heard him lying in bed just naming types of pie; it was driving me nuts. I think he's starting to lose it."

"He's not the only one; I mean this lingering hunger hasn't exactly been helping my sleep." Lee added.

"I know how you feel," Rainbow chuckled. "yesterday I didn't really get enough to eat before the sun went down, so I was kind of hungry when I went to sleep, and dreamt that Twilight had wings! Can you imagine?" Dash laughed. Mark and Lee laughed along until Mark got back on topic.

"Still, I wish I knew for sure how much food we have left."

"We'll manage." Lee spoke optimistically.

"Maybe," Mark frowned. "you know some people aren't too happy about the way Lilly is handling rations."

"Lilly knows it's important to keep the adults fed and functioning; sometimes that means someone has to miss a meal."

"But Clementine and Duck get enough to eat, don't they?" Rainbow asked.

"I do my best to make sure they do, but at the end of the day, it's not my call." Lee replied gloomily.

Mark glanced around, trying to scope out any game to hunt. "You think Kenny's having any more luck than we are out here?"

"I sure hope so." Lee looked around as well, but saw no opportunities.

"Yeah, between the lack of food, and Kenny and Lilly fighting all the time, things are getting pretty tense back at the motor inn." Mark added.

The three of them halted once they came to a small clearing where the sun's rays shined past the trees.

"You know, Kenny's been talking about taking off if he can get that RV running." Mark shifted the topic onto Lee's friend.

"He's got a wife and son to look out for."

"And they're safest in a big group, going out on their own will get them all killed." Mark reasoned.

"I don't know," Rainbow chimed. "the motor inn has been doing really well for us, maybe it would be best if Kenny considered staying." She gave her opinion as well.

"Well, Kenny's a good guy, he'll figure it out." Lee concluded.

"Can't blame him for wanting to leave, though; did you hear Larry going off on him last night? What's the old guy's deal anyway," Mark glanced at Lee. "it seems like he has a problem with you in particular."

Just mentioning Larry made Rainbow scowl in anger. She hadn't forgotten the insulting things he had said to her and her friends, not to mention trying to get Lee killed. "Screw that guy!" She spat.

"He thinks I'm a danger to the group, and Clementine."

"You've got to be kidding!" Rainbow's jaw dropped. "After that stunt he pulled back in the drug store, and he thinks you're the dangerous one?!"

"I think he's the one putting us in danger," Mark replied. "the way Lilly worries about his health; I wouldn't be surprised if she's been skimming rations for him. And I know Lilly thinks he's getting weaker, but the guy is all muscle, he's a walking pile driver-I know I wouldn't want to be stuck in a room with him-and didn't he punch you in the face one time?"

"Knocked me flat." Lee grumbled.

Dash scoffed since it almost sounded like Mark was praising Larry. "Whatever, I'm not scared of that meat-head. If he ever tries anything like that again, I won't hesitate to bounce his head off of the ground."

Mark and Lee chuckled at the thought of a 3 and a half foot pony putting the smack down on Larry, and continued on their way. Mark crouched down as a crow perched itself on top of a tree branch. He got into position behind a low rock, and peered through the scope of his gun. Lee and Rainbow mimicked him, and crouched low to the ground. They waited for Mark to steady his aim, and take the shot.

"It's a long shot, I'd hate to waste the bullets." Lee commented.

"Trust me, if I don't think I can hit it, I won't shoot." A few quiet seconds went by as Mark eased his finger onto the trigger. The hammer clicked and a deafening shot echoed through the woods. The startled crow took off; Mark had missed his target. Rainbow was about to make a wise crack, but was interrupted by a man yelling in pain somewhere in the distance. Their heads snapped to the direction of the noise.

"Shit, was that Kenny?!" Mark asked frantically.

Lee stood up, and held his axe tightly. "I don't know, come on!" Lee and Mark ran past the trees trying to find the source of the scream. Rainbow flew next to them, and kept the pace. They stopped and looked around until a second scream could be heard.

"I'll fly up ahead and see what's going on!"

"Okay, but be careful!" Lee called out as Rainbow zoomed around the trees, and through the woods. It didn't take long for her to stumble upon three new survivors. They all wore blue school vests with white sleeves. Two of them appeared to be teenagers while the third was an adult man. The boys were attempting to help the man out of a bear trap that had latched onto his leg. Rainbow set herself down, alerting the boys to her presence.

"Whoa, what the hell!" One of the boys exclaimed upon seeing her. Dash went wide eyed when she spotted the blood from the trap.

"What's happened here?!" She asked. Neither of the boys spoke while their friend whimpered and struggled to free himself from the trap. Lee and Mark finally caught up.

"Rainbow, what's going on?!" Mark called out as they approached the strangers. He soon saw the damage that had been dealt on the man's leg from the trap. "Jesus Christ."

"No, no, please don't kill us," the boy with black hair spoke. "we just want to help our teacher, a-and then we'll leave, I swear!" He pleaded.

"Lee, you guys okay?" Kenny had also shown up on the scene.

Rainbow examined the bear trap. The chain linked from the trap to a thick tree trunk. "This guy's caught in some kind of... trap!" She explained.

"Get it off! Get if off, God dammit, get-get it off me!" The man pleaded as he clutched his leg in agony.

"Travis, maybe they can help!" The other boy with straight brownish hair added.

"These might be the same guys that raided our camp, and we barely got away from that" Travis replied fearfully.

"What guys?" Mark asked.

"Why the fuck is there a bear trap out here?!" Kenny chimed in.

"It's okay, we can help you!" Dash moved in to get a better look at the trap.

"Rainbow's right, we're not going to hurt you!" Lee added.

"Lee, this is fucked up, we've got to help him." Mark insisted.

"Please." The brown hair boy pleaded.

"Ben, shut up," Travis looked angrily at his friend. "my dad was special forces, I know what I'm doing!"

"Just see if you can get him out," Ben asked for their help anyway. "after that you can leave us or whatever, I don't care. Please!"

"Come on, Lee, we have to try." Rainbow looked expectantly at him.

Lee nodded to her. "We've got to get him out of there!"

"Oh God, thank you!" The man's voice was shaky from the pain.

"Fine, but you've got to hurry." Kenny added.

"Hurry, please hurry!" The man pleaded as Mark and Rainbow examined the trap. Mark's heart sank as he discovered the trap had been tampered with.

"Lee, this traps been altered, there's no release latch."

"What does that mean?" Rainbow asked worried.

"It means getting him out is going to take some time."

While her and Mark looked for another way to release him, Travis slowly turned his head to the density of the woods as a familiar sound made his blood run cold. "Oh, no." The snarls and growls of famished walkers appeared from the bushes and trees, no doubt drawn by gunfire, and the man's screaming.

"Shit, walkers! It's now or never, Lee." Kenny warned.

"Please... get me out of this!"

Lee decided he would take Mark's place since him and Kenny would be able to hold off the walkers with their rifles. "Mark, get the boys back! Kenny, keep those walkers off of me!" Lee knelt down and looked over the damage that had been dealt. The trap had dug deep into the man's shin, forming a small pool of blood under his leg. "Oh, fuck, this is bad, really bad."

"Lee, how do we get him out?!" Rainbow caught his attention.

"Lee, do something!" Mark added.

Lee stood and moved over to the chain, he wasted no time in raising his axe and bringing it down on the links. They rattled as the blade struck them, but no visible progress was being made. As Lee kept swinging, Rainbow had started to buck viciously at the tree's trunk. A few leaves fell from her effort, but as solid as the bark was, she wasn't going to be able to do anything else but that.

"All that blood and screaming; we're gonna be surrounded any minute!" Kenny said as he fired his rifle every few seconds.

"This can't be happening!" Ben panicked.

Lee struck the chain a couple more times before Mark stopped him. "Lee, those are the same kind of chains we use to haul heavy equipment at the air force base; you're not cutting through that." With that, Lee gave up on the chain, and returned to the trap. He set down his axe, and grabbed the edges of the trap. Lee attempted to pry them apart, but as he did, the blades only seemed to dig deeper into the man's leg.

"GAAHHH! STOP, STOP!" Lee released the edges and picked up his axe. He placed the head of the axe in between the edges of the trap and pulled, hoping that with enough strength, he could still force it open. Again, the pain became too much for the stranger as he begged Lee to try something else.

"How the fuck do you get these things open?!" Lee started to panic as time was running out.

"We don't know! Ooooh, God!" The man sobbed; his leg felt like it was on fire. Rainbow flew over behind the man, and put her hooves under his arms.

"Just hold on!" She said as she tried to pull him free. She used all of the power in her wings to pull the man from the trap, but her attempts only made the blades scrape along his shin and dig deeper into his leg.

"AAHH! NO, STOP, PLEASE!" Rainbow cringed and gently set him back down.

"Oh, God, those things are getting closer." Ben whimpered as even more walkers had appeared from the forest. Kenny and Mark had held them off for the most part, but it was only a matter of time until they were overrun.

"Lee, what do we do?!" Rainbow cried.

"There's gotta be something!"

"God dammit, Lee, just cut off his fucking leg!" Mark shouted, clearly panicked by the situation.

"What?! We can't do that!" Dash objected.

Lee glanced at his axe, then to the walkers, and finally his gaze stopped on the man's leg. Lee stood up and clutched the axe with both hands. He towered over the stranger and frowned. "I'm gonna have to cut you out."

"No no no!" the man's face went pale. "Try the trap again, anything, please!"

"Lee, what are you..." Rainbow trailed off as Lee raised his weapon behind him. "Oh, no..."

Lee brought the axe down hard onto the man's leg a few inches below his knee. Blood spurted and sprayed from the sudden impact.

"AAAAHHHHHGGG!" The man cried out in agony as a fresh pain shot up through his body. Lee hesitated on the second swing.

"Lee, I can't keep'em back forever!" Kenny shouted. Rainbow hid her face away as Lee swung a second time.

"FFUUUUAAAA! GGAAAHH!" The impact fractured the man's tibia, but had yet to cut all the way through. Several large veins were now completely exposed as blood showered the ground below his leg. Lee could feel his stomach toss, but held back the urge to vomit, since the stranger was not yet free. Rainbow flinched as she heard the third brutal impact.

"OOHHHH GOD! AAAHHH!" Tears streamed down the man's face as his consciousness was fading. The axe had now cut all the way through the bone, but the nerves in his leg twitched, and vessels spurted crimson as only a few more tendons and bits of skin held it together. Lee took aim and swung for the final time. The man's leg rose into the air; now free from the bear trap's clutches. He took one horrified look at his stump of a limb, and fainted.

Travis glanced over Lee's shoulder, and put his hand to his mouth. "Oh God..." He moved away from them to vomit.

Mark looked at the man, and then to Lee. "Shit, is he..."

"He passed out." Lee finished for him.

"If he's alive, grab him and let's go!" Kenny barked. Mark lifted the man up over his shoulder, and made his way back towards the exit of the woods. Kenny and Rainbow followed close behind. Lee looked past Ben to see Travis still composing himself, as walkers were closing in.

"Behind you!" He shouted.

"Travis!" Ben tried to run and save his friend, but Lee held him back, knowing that they would both die if he did.

"Come on, come on, we've gotta move!"

Travis turned to see that a handful of walkers were now almost to him. He backed away in fear and confusion, causing him to stumble on a rock. "No, no! AHH!" He shuffled backwards, but a larger rock stopped him from going any further. Now frozen in fear, all Travis could do was scream for his life until multiple walkers held him down and feasted.

"NO, HEELLP! OH, GOD!" One dug its teeth into his face while others bit his lower body.

"NOOO!" Ben screamed. A walker dug it's hand into Travis' gut, pulling out his intestines and finishing him off with a blood-curdling scream.

Episode 2 Chapter 2: Rough Morning

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The Trotting Dead: VG
Episode 2 Chapter 2: Rough Day
Written by bobby ray
Proofread/edited by KJay

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The Motor Inn was quiet at the moment. Nothing exciting was happening, thankfully. This place was as safe as Lee and the others could make it. What was once the entrance to the motel's parking lot, a major gap in their defenses, was now replaced with a low wooden wall. Though it wasn't exactly 'military standard' it was the best they could do for now. Large, blue dumpsters took up certain parts of the wall. They made great gates as they were heavy enough to hold back brain dead walkers, yet it was easy enough for the group to move them when they had to go out and hunt or scavenge.

There wasn't much to do when Lee and the others were out other than their daily routines. Applejack and Larry were working on reinforcing the wall, each one on opposite ends as she couldn't help but dislike the short tempered old man. Twilight spent most of her time working on the replica of her machine, with Doug as her active assistant. She had Rainbow and Lee keep an eye out for anything she might find useful when they went into Macon. Her hard work paid off as it was nearing completion, Doug was a great help as he was the only other person here who could understand the concept of the device. He reminded Twilight of Spike in some ways; one of which was the way Doug obviously had feelings for someone she knew.

Speaking of Carley, the gun wielding news reporter, her job was to take shifts in keeping watch with Lilly. Lilly was currently on watch, she sat in a lawn chair on top of the RV with a rifle laying on her lap. Katjaa, having been a veterinarian, acted as the group's doctor. When Kat wasn't tending to somebody's injuries she watched over her son and Clementine, who were usual doing whatever they could to pass the time. They were both coloring, or at least Duck was. Clem had taken a break from that to kick a soccer ball into two metal barrels over and over again.

Lilly watched Clem for a minute before gazing over at her father, Larry, who was using a rock as a hammer. The group was low when it came to actual tools. Larry stopped working long enough to glance up at his daughter, who forced herself to smile when the two were looking at each other. He continued to look at Lilly, the only person left in this world he cared about. He knew she was the only one in this group who could lead, and if anyone didn't agree with that then to hell with them.

There was a rustling in the bushes that grabbed Lilly's attention. She stood up and grabbed her rifle, ready to shoot at a moment's notice. Applejack was the only other person to hear this, so everyone else was still going on with their activities. Lilly grew more tense every second, and the clanking of the soccer ball striking the bins didn't help. Everyone got down as Lilly whistled to them, a signal to get quiet. The last sound was the ball hitting the barrel one more time, then everything was silent. Larry looked over the wooden barrier as Lilly turned back towards the road and the forest that lay beyond.

Without any warning Lee burst out of the vegetation, followed by some teenage kid Lilly didn't recognize. Lee shouted up at her, "Get the gates open! We've got wounded."

Lilly lowered the rifle, her expression going from confused to irritated, "Shit. What the hell are they doing?" Lilly asked herself as she proceeded to get down from the RV. Kenny came into view next, followed by Mark and Rainbow. Mark carried a man over his shoulder as Rainbow kept a watch from six feet above. Applejack and Doug, who had arrived moments ago, pushed open the gate as Ben slid past them inside. Everyone began asking questions as Mark carried the one legged man inside, followed closely by Rainbow and Lee.

"We don't have time to explain right now." Rainbow told them as she entered the safety of the Motor Inn. Clem tried to ask her and Lee if they were ok but her voice was barley audible over everyone else's.

Katjaa held onto her son and looked at the injured man, "Get him into the truck," she told Mark and Ben as they laid Mr. Parker inside the bed of the old truck, "I'll see what I can do."

Kenny entered last as Lee, Applejack and Doug closed the gate behind them, "Kat, can you fix him?" He asked his wife.

She looked at him, "Jesus, Ken! I... I don't know!"

Twilight finally reached the gathering around the entrance. She grew pale when her eyes caught the man with his foot cut off. Twilight looked at Rainbow, "What happened?" She didn't get an answer as Lilly, who had reached the crowd only moments before the unicorn, repeated Lee's name until she was the only one talking. Lilly wasn't surprised or worried, she was angry.

When she had his attention Lilly looked at him and Kenny, "What the hell?!" she demanded, "You can't just be bringing new people here! what are you thinking?!" Kenny and Rainbow both looked at her furiously.

"Hey, you want to calm down for a fucking minute?!" Kenny asked her, much to Larry's displeasure.

He pointed his finger at Kenny, "Hey! Watch your mouth!"

Lilly answered Kenny with the same angry tone she had before, "No, I don't!" She turned back towards Lee, "I want to know why you thought bringing more mouths to feed was a good idea?!"

Rainbow floated forward before Lee could answer, "This man would be dead if it weren't for Lee!" Applejack could tell she wasn't exaggerating. Though Lee did save that man from whatever trouble he was in, Apple couldn't help but think about the fact that he was missing part of his leg.

Larry shrugged his shoulders as he looked at the Pegasus, "So? Who cares?" Rainbow gazed at him with intense anger. 'Why don't you just have another heart attack already?!' she thought to herself as Lilly continued to speak.

"We are NOT responsible for every struggling survivor we come across!" she told Lee and Dash, "WE have to focus on OUR group! Right here, right now."

Applejack took a step forward, "Now, just hang on a second. Ya can't just throw these fellers out."

"Applejack's right!" Carley joined in, "We haven't even talked to these people yet! They might be useful!" She tried to make her case but Lilly just looked at her and Apple, making it clear that she didn't care if they could be helpful or not.

Mark was next to speak up, "Come on, Lilly. These are people! People trying to survive just like us. We've go to stick together to survive!"

Twilight admired Mark's words but Lilly didn't share her opinion, "The only reason you're here is because you had food, enough for ALL of us." she informed Mark, this wasn't the first time she'd brought this matter up, "But that food is almost gone, we've got maybe a week's worth left, and I don't suppose you guys are carrying any groceries," Lilly directed the question to Ben, "are you?!"

Ben was in an awkward position and wasn't sure what to say, "um... no."

"Fine. You guys fight it out, then." Mark let out a sigh, defeated in this matter. He looked at Ben as he walked away, "Welcome to the family, kid."

Clementine walked up next to Ben as he stood there, "Come over here and see what I drew." she tugged on his jacket's sleeve.

Ben was reluctant to follow at first, "What? No, I..."

"Just come on, okay?" She pulled a bit harder, forcing him to follow. Clem knew, just like everyone else, that Lilly, Kenny, Rainbow, and Larry were always fighting. Kenny and Lilly were always arguing about how things should be run and who should be in charge. However far their disputes went, though, they were nothing compared to how heated Rainbow and Larry's fights became. Lilly and Twilight were the only one's who could prevent the two from physically harming one another. One time they had gotten so loud that it actually drew in a few walkers. It was best for the new people to not get involved. Duck followed them while Katjaa went to work on the stranger's decapitated limb.

Kenny walked up, getting in Lilly's face, "You know, you like to think you're the leader of this little group, but we can make our own goddamn decisions! This isn't your own personal dictatorship!" Lee, Twilight and Apple grew worried as Kenny went in to start ANOTHER argument. Rainbow let a slight grin grow across her face, which Larry took notice of immediately.

"Wipe that dumb look off your face before I rip it off!" Larry threatened Rainbow, making her even more furious.

Carley looked at the four of them, "God, all you ever do is fight!" she looked at Kenny and Lilly, who both looked back at her, "Everything always turns into a power struggle between you two," Rainbow and Larry weren't even paying attention to her as they looked at each other, the deathly stare they always had whenever one was tired of the other beyond belief, "And you two can't go an HOUR without finding something to fight about!" she walked away, glancing at them one more time, "Why don't you all just give it a rest?!"

"She's right, you know." Twilight looked at all four of them, "There is no need to fight over every little thing." She tried to calm things down but met with no success, as always.

"Hey, I didn't ask to lead this group and I'm not the one who is always complaining!" Lilly stated to both Kenny and Twilight, "Everyone was happy to have me handing out the rations when there was enough to go around. But now that it's running out, suddenly I'm a goddamn Nazi!"

Applejack got Lee's attention, she silently whispered, "Lee, ya gotta say somethin'." In truth Apple believed Kenny should be in charge even more than Dash did, and she obviously didn't like Larry at all. But every time he and Lilly fought it took both of them, as hungry as they are, one step closer to losing what was left of their sanity.

Lee knew this as well. Sure he was Kenny's friend, and Lee didn't like Larry either, but he wasn't taking sides. If he were to support Kenny it would cause more problems than it would solve. Lee spoke up before Kenny or Lilly could continue, "It doesn't matter who's in charge! Those people are here now. I guess we just have to decide what happens next."

Kenny turned towards him, "No, Lee, it does matter! ONE person can't be in charge of EVERYTHING!" Twilight was happy with Lee for not taking sides, "You know, it might feel safe for you to sit on the fence, but sooner or later you're going to have to decide whose side you're on." Kenny walked away on that note. Rainbow wasn't mad at Lee or anything like that, but she knew Kenny was better than Lilly when it came to being a leader. She flew over to were Clementine was and sat down next to her.

Larry was angry with all of them by this point, "I don't see any of you stepping up to make the hard decisions! My girl's got more balls than all of you combined!"

Lilly didn't want her father to get overworked again, she knew that the next heart attack could be his last. She grabbed her father's attention, "Dad, please. Why don't you go help Mark with the wall?" Larry calmed himself down, his anger didn't recede. He shot Lee a dirty look before he made his way to were Mark was working. Apple felt like bucking Larry in the leg when he bumped his shoulder into Doug.

She glanced at Twilight, who just shook her head at the small display of violence. Apple never understood how she kept herself from standing up to Larry, even Lee sometimes lost his temper around the large man. When Larry went back to work, far on the other end of the wall, she did the same on her end.

"You think this is easy for me?" Lilly asked Lee once her dad was out of hearing range, "Everyone's starting to hate me because I'm the one who rations the food. But NOBODY else wants to!" she walked towards a blue backpack that rested next to the tire of the RV. Lee and Twilight followed her while Doug took a seat next to the wall. Lilly opened the bag, once she had what she needed she sealed it back up, "You know what? I'm not doing it tonight." She turned towards Lee, in her out stretched hands were two packets of cheese and crackers, a piece of jerky, and half of a red apple, "You do it. There's today's food rations, but there's not enough for everyone. Good luck."

Lee reluctantly grabbed the food from Lilly's hands, once he had the food she returned to her position on watch. Lee looked down at the food, at what they had been reduced to. These four snacks were the only meals for today. Lee could feel multiple eyes fall on him, he looked up to see most of the survivors looking at him. Some of there eyes were filled with pity, some with remorse, most with hunger. Lee let out a soft sigh once their eyes receded.

Although Twilight and her friends were not involved with the food situation, them being able to eat grass and all, she still knew how heavy the burden Lee now carried was. She stood next to him "I'm sorry, Lee."

"Don't be, Twilight. This isn't your problem."

"If you want me to, I could hand those out for you..."

"Thanks, but it would be better if I did it. We don't want somebody to be mad with you because they didn't get anything." Twilight just nodded her head. She trotted over to Doug, leaving Lee to do his thing. Lee put the rations in his back pockets before he approached Clementine and Dash. When she heard him approach, Clem quickly rose of the ground and ran towards Lee. Rainbow trotted nearly as quickly as the young girl, halting next to Clem once she stopped. Lee smiled at them, "How ya doing, Clementine?"

"Okay."

Lee quickly looked her over, soon realizing that something was missing, "Where's your hat?"

"I just asked her that a minute ago," Rainbow informed him, "says she lost it."

Clem nodded yes before looking at both of her friends, "Can you both help me find it?" She had a look on her face that even Larry could never say no to.

Rainbow made sure there was a surplus of enthusiasm in her answer, "Sure thing, Clem!"

Lee smiled once more at the Pegasus before turning back towards Clementine, "We'll both look for your hat. When did you lose it?"

Clementine did her best to contain her joy, "I had it a couple days ago."

"I promise if we find it, we'll let you know." Lee assured her.

"Thank you." She glanced over at the piece of paper she was coloring on. Clem wanted desperately to spend some time with Lee and Dash, considering they spent most hours out searching for food or parts for Twilight, "Do you want to see what I'm working on?"

"Of course." Lee answered as they followed Clementine back to were she and Duck were playing.

Applejack, who had begun again to work on reinforcing the wall, paused when she heard Katjaa grunt in frustration. She glanced over to see Kat desperately trying to stop the main artery of the man's leg from bleeding long enough for her to sew it up. This effort met with no success, however, as it would spray out blood like a faucet every time she began to work. Apple put away the nail she held in her mouth before approaching her friend, "Need any help here, Kat?" Katjaa and Applejack became great friends after what happened back at the drugstore; besides Kenny and Katjaa, Apple was the most concerned and protective when it came to Duck and his well being. She was also supportive of Kenny's decisions when the man wasn't being plain stuborn, was always there when Kat needed someone to talk with, and was more than willing to lend a helping hoof at any and all hours.

"I would appreciate that." She glanced at the farm pony while giving her response. Katjaa notioned for Apple to jump onto the back of the truck, once the mare was up Katjaa continued, "Could you apply pressure here so that I can close this up?"

"Sure, no problem." Apple rested her two front hooves upon the stump which used to be a full leg, and, with as much force as she could find, pushed down. Though the bleeding did not stop it lessened enough for Katjaa to finally begin her work. It surprised Apple how much blood there was, there was a coat of red all over Katjaa's hands and part of her clothes. She looked up, "Do ya think this guy'll be alright?"

Kat felt that she already knew the answer to this, but did not wish to worry the young mare about it, "I don't know, hopefully." A silence crept over them, but was dismissed as Katjaa began to make some progress in closing up the stranger's wound, "You know, I thought I was starting to get used to this... sewing up people's injuries..." She paused for a moment, "But I mean, cuts and bruises are one thing, this man has no leg!" Her voice made it clear she was in disbelief about this matter.

Apple could understand why this upset her. What kind of fix was this guy in, and why did Lee and Rainbow have to cut off his leg? She shrugged off the question, "Now, I'm sure Kenny and them did what they thought was right. Rainbow said Lee did what he had to, and I trust her."

"I know, Applejack." she sighed, "Hopefully nothing like this will happen again"

Lee noticed Clementine's walkie-talkie lying near her, it was one of the few inanimate objects she was protective of. Both he and Rainbow knew why it was so important to her. Almost every day before she went to sleep, Clementine would talk into the busted device; pretending she was speaking to her mom and dad. Rainbow held out hope that Clem's parents were still alive, that they would find their little girl, but Lee wasn't so sure. He didn't tell Clem or Dash that, though; life is hard enough as it is with what hope one holds. What good would it do to destroy that hope for somebody else? Lee's thoughts on the matter were interrupted as Clem's stomach called out in distress, Rainbow was caught off guard by this, "What was that?" She was a tad worried, without knowing what made that sound her mind could have mistaken it for a walker's growl.

Lee, for one, knew exactly what that was. He reached into his pocket and presented the half apple to the young eight year old, "Here Clem, you need something to eat."

Dash watched as Lee handed her the food. Though she would never, under any circumstances, admit it, Rainbow felt a little embarrassed that she didn't realize what had made the noise sooner. Clem held the apple in her hand, "I love apples. Thank you. Are there more?"

Her protector shook his head, "No, this is the last one."

Clem wasn't sure if she should take it now, "Oh... um..."

Lee stopped her, "Enjoy it. You deserve it."

Rainbow was grateful to him for feeding Clementine, but there was something slightly out of the ordinary, "Hey, Lee. What are you doing with the food?"

Lee didn't seem happy about the answer he was giving, "Lilly has me handing out today's rations."

"Seriously?" Dash couldn't believe Lilly was having somebody else do her work for her, she and Larry were surely the worst people at the motel. Rainbow shook her head slightly, "What, she doesn't have the guts to do it herself today?"

"I can't exactly blame her, she's under a lot of stress with people hounding her pretty much every day. Doesn't make it any easier for me to do this, though. A lot of people are going to be angry about not getting a meal."

Rainbow took a moment to decide on what she should say, "Well, at least this way you can make sure Duck gets something."

Lee nodded, "Yeah, I can." He got to his feet. Lee looked over at Duck, who laid on his stomach, coloring, a mere six inches to Dash's right. Lee reached into his pocket again and pulled out another one of the rations, the single piece of jerky. Duck looked up as Lee approached. The energetic child grew excited as he noticed the food, he rose to his knees, "Here, want something to eat?" Lee asked as he presented the ration to Duck.

Duck didn't even need to think about it, eagerly he grabbed the snack from Lee's hand, "Yeah! Oh, man, I'm so hungry!" Lee and Rainbow both smiled at his undying enthusiasm. It mattered not what you threw at him, sooner or later Duck would just shrug it off and be his loveable self again. Even when he had almost met death in Macon he was back to normal before they reached the Inn.

Lee looked at Rainbow, whose face was beaming with gratitude. She was satisfied now that the kids had gotten their food, even if it wasn't a whole lot, "Thank you, Lee."

"Don't mention it." Lee's gaze went from Dash to, whom the other kid had referred to as, Ben. The tall, skinny teenager was sitting on the ground, next to Clementine, on her left. Ben had his head lowered, he was obviously deep in thought. Lee decided to talk with him while he had the opportunity.

When Ben noticed Lee, he looked up at the man who had saved his last friend's life. Or, at least, Ben hoped the stranger had saved his life. He immediately asked the question which had been on his mind since they got here, "Hey, is my friend going to make it?"

Lee answered this as honestly as he could, "I don't know, but Katjaa will do her best, I promise."

Ben's voice was more unsettled than before as he continued, "I can't believe you chopped off his leg!"

"There was no other way."

His next question didn't involve his friend, but it didn't surprise Lee one bit that he was curious about it, "So, um... what's the deal with the, uh..."

Lee crossed his arms and spoke plainly, "The ponies?"

"Yeah." Ben glanced around at the multiple short, colored ponies who apparently lived here. Even with all the wild things he'd seen over the last few months, most of which involved the undead eating the living, Ben never thought he would find talking animals living alongside other survivors. And if that wasn't odd enough, Ben noticed that one of them had wings, and another, if he wasn't mistaken, had a single horn sticking out of the center of their forehead. One of them was wearing a hat, which he found kind of ridiculous, "Why do you have three ponies living here, and how can they talk?"

"They're not from around here, obviously. There was an accident and we're letting them stay here until they are able to go back home. And where they come from, there are no humans. Just talking ponies."

Ben was surprised, "Really?" the man nodded his head. Ben glanced again at the three ponies. He couldn't imagine a world full of colorful, talking ponies. Ben went on to his next question, for this one he gestured towards Rainbow, "Alright, why does that one have wings?"

Dash, who was close enough that she'd heard the entire conversation, was irritated about being referred to as 'that one'. She glared at the teenager, "I have a name, you know. I'm not some animal you'd find in the woods."

The kid receded, "Sorry."

Lee looked at dash, "Calm down, he didn't mean anything by it. And just so you know," He turned towards Ben, "Her name is Rainbow Dash, and she's a pegasus."

"For real?!" Ben was never into myths much, but he knew what a pegasus was as much as the next guy. To see one in real life was incredible, Ben was gawking at her for a few minutes. When it was clear she was growing uncomfortable he receded again, "Sorry." He glanced at Twilight again, if Rainbow was a real live pegasus then Ben wouldn't feel stupid about his first guess, "Is she a unicorn?"

"Yes." Dash told him, "And her name is Twilight." Rainbow nodded her head towards the orange pony with apples on her flank, "Her name is Applejack, and before you ask she is just an earth pony."

Ben had multiple more questions, but before he could ask a single one Lee spoke again, "Our turn to ask. Who are you people?"

"I'm Ben. Ben Paul. The man you saved is Mr. Parker, the band director at my school. We all came down from stone mountain for the playoffs when..." His tone became upset, "when everything happened." Ben didn't like thinking back to those first few weeks. All the people he had seen die, all that he had lost.

Lee could see this, "Relax, we'll have your friend back to normal in no time." Lee tried to reassure him, Ben just continued to think. He could tell Ben wasn't doing so well. Lee remembered them mentioning something in the woods about their camp being attacked, this kid could actually be hungrier than they were. He presented Ben with one of the cracker packets, "If your camp got raided, probably means you haven't eaten in a while."

Ben hesitantly grabbed the food from him, "I AM really hungry. Thanks." Having fed Clementine, Duck and Ben meant Lee was down to one ration. Before deciding who should get it, Lee needed to talk with a few people. First on his list was Kenny, who was working on the RV. Lee made his way towards him immediately.

Twilight and Doug were outside of Twilight's room, where the machine was placed. It was kept inside her room as a way to shield it from rain, cold wind, morning frost which would soon arrive, etc. With all the excitement mere minutes ago, Twilight and Doug had taken a break from the device to have a discussion about their progress, "...and then it'll be complete." Twi finished. Though there was much left to do, but above all the contraption was coming along great.

"So you really think it'll be ready in a couple of weeks?" Doug never doubted the genius unicorn, but it was hard to believe they were nearly done with all of their hard work.

"Absolutely! As long as we keep on schedule, it should be rather easy. Rainbow has brought me many useful parts from the trips to Macon. And of course with your help there shouldn't be any trouble."

Doug smiled with the knowledge that Twilight and her friends would soon return home. He always thought it was wrong that they ever got mixed up in this mess. He gave his simple response, "Awesome!"

Twilight took a moment to think about the machines imminent completion. Soon she and her friends would be able to return home, back to the life she cherished so dearly. Back to Spike, Princess Celestia, Shining Armor, Pinkie Pie, Fluttershy, Rarity, and all of the other ponies they cared about. The thought was enough to make her cry. She regained herself and wiped away her tears, doing her best to avoid making a scene. When Twilight turned back towards Doug to speak she stopped, he had his eyes locked on something. Twi followed his gaze and found Carley who was sitting in her lawn chair near Clem, Duck, Dash and the new person. Twilight turned back towards Doug, "Is there something on your mind? Anything you want to talk about?"

"No." He answered plainly, still looking at Carley.

"Are you sure?"

Doug looked at the ground for five seconds, "Well..." he turned towards Twi and paused before continuing, "...for the past few months, I've grown to... how do I say it?" He thought about it, "I guess you could say I, uh, really like Carley."

"I like Carley, too. She's a really nice person." Twilight commented. She was completely aware about Doug's feelings for Carley yet was somehow oblivious to what he was trying to tell her.

"Yeah, Twi. She is. But, the thing is, I..." he leaned in closer and whispered, "...really like her. You know, like the way Kenny likes Katjaa." It still took Twilight a moment to process this, and when she did there were multiple mental facehooves.

She felt a little stupid, "Oh." Twi looked at him, "Well, why don't you just tell her that, Doug? She's right over there."

As if on cue Lee finished his conversation with Kenny. Doug and Twi watched him walk up to Carley. Ever since the drugstore Doug and Twi had become good friends, the same thing could be said for Lee and Carley. They couldn't quite hear what Lee said, but they had to assume it was a wisecrack as it made Carley snicker. She said something in response that made Lee shake his head with a grin on his face. Doug sighed and went into his own room, Twilight wanted to say something but couldn't find the right words. She entered her room to continue working on the machine.

Carley and Lee took a break from their playful jabs at each other. It's easy for them to point out a small flaw in the other, in a joking manor to lighten the mood every now and then, without the worry of offending the other. Lee planned on talking to Mark as well, but he felt that Carley should have the last ration. After all she didn't get much to eat as of late. He presented her with the second packet of crackers, "Here, want something to eat?"

She glanced hungrily at the snack before forcing her gaze up, "Me? How about you? You look like crap, Lee. When was the last time you ate?"

A weak rumble erupted from Lee's stomach, barely audible, "I'm ok." He lied

Carley wasn't fooled, 'I want you to have this, ok? In case you or Clementine starts feeling weak." Lee looked at the ration, thinking about whether or not to keep it for himself. Seeing as Lee could stand one more day without food, and the fact that Clem had already been given something, Lee decided that it would be selfish to keep it for himself. He decided that Mark should get the food, seeing as he didn't get anything yesterday. When Lee began to leave Carley spoke again, "Hey, Lee," her voice was rather timid, "can I ask you something?"

"Sure," He turned back and walked over to her, "is something wrong?"

"No, it's..." She quickly looked away, "Never mind, it's nothing."

He bent down and got on his right knee, trying to catch her eye, "Carley, what's on your mind? You can tell me."

Carley was lost in thought for what seemed like hours. She glanced at Lee, who had a reassuring smile on his face, before looking at the concrete of the motel parking lot. After some consideration Carley decided to just say it quickly, she looked at Lee, "I think I'm in love with Doug."

The response Lee gave was not what Carley had expected, "I know."

"You... know? How do you know?"

Lee gave a small smirk, "To be completely honest with you, Carley, you aren't always subtle about it." He was telling the truth. The only few people who hadn't noticed Carley's feelings yet were Twilight, Doug himself, and a few others. Carley felt embarrassed, Lee quickly acted on that, "Don't feel bad, anyone who knows just doesn't care or doesn't want to say anything."

"Anyway," She continued, still mildly blushing, "the reason I'm telling you Lee is because, well, I need your advice. It's been three months and I feel like I should tell him, but how do I? Do I just tell him, or should I wait, or..."

He stopped her and gave his response, "Why don't you talk to Doug, get to know him better. I'm sure it'll be easier to tell him once you two have been friends for some time." The thing is, Lee knows how both Carley and Doug feel. Neither of them are subtle about it and sometimes one can be caught starring at the other. Lee is only surprised that they haven't realized this about each other.

She thought it over, "Alright, Lee. Thanks."

"Don't mention it." Lee got off his knee and walked towards Mark and Larry, who were both working on the same section of wall.

After she finished helping Katjaa, Applejack went over to talk with Kenny. He was on the opposite side of the RV from Kat, taking a break from his work as he rested on a couch he'd taken from his room. In his hand he was fiddling with a rusted, dark metal scrap. As Kenny saw the young mare approach he greeted her welcomely, "Hey, Applejack."

"Howdy there, Kenny. How's life been treating ya?"

His face went sour, "Well, besides the fact that my family is hungry and the dead are up n' walking around, everything is just peachy."

She ignored his sarcasm, "I wanted to talk with you."

Kenny looked at her questioningly, "About what?"

"'Bout you and Lilly." she got less than a foot in front of him, "Ya need to stop getting her all riled up, things are tense enough as they are."

He sighed, "Now, Applejack, you and I both know that somebody has to stand up and take charge, 'cause it's obvious that Lilly isn't capable."

"I agree that you would make a good leader, Kenny. Ya showed that back at the drugstore. But for now, at least until this food situation is under control, we all need you ta not start somethin' with her unless it's necessary. She's really edgy and there's no reason for her to get pushed off the wrong end."

Ken continued to fiddle with the scrap, "I don't start something unless it IS necessary."

After finishing Lilly's would-be duty, Lee stuck around to offer help.

"Need any help with the wall?" Lee asked Mark and Larry after he gave away the last ration.

Larry turned towards him, "Nope."

Mark had a different response, "Actually, we could use your axe. Mind if we take it?"

"Yeah, give us that thing for a bit" Larry agreed. Lee looked at both of them as he grabbed his fire axe. Giving a large, sharp weapon to Larry wasn't a great idea in Lee's mind.

He handed the axe over, "Here, Mark. This should help."

Mark took the weapon, "Thanks."

Larry glanced at Mark and the blade, "Hey, I'm the one doing all the work! You didn't think to give me the axe?" He asked, scolding Lee.

Mark looked at the short tempered man, "Come on, Larry, give it a rest. I'm sure Lee is getting tired of you thinking he's a danger to the group."

The scold on Lee became worse, "Is that what you told him?"

Lee looked at him, his response influenced by his hunger and mood, but mostly his hunger, "Yeah, that's right!"

Larry gave the impression that he was about to tear Lee apart as he got up in his face, "And what are you going to do about it?!"

"Look," Mark intervened, "I don't care what it is, but you two have got to start getting along!"

"The only thing I have to do is protect my daughter!" Larry told Mark before turning his back towards both of the, "And right now that means getting this damn wall fixed. So I would appreciate it if you two would shut up and let me get back to work!" Lee gave Mark a disapproving glare for bringing the subject up before walking away. Mark was going to say something but just let it go for now.

Rainbow had watched the whole thing, Lee and Larry almost getting into a fight, from were she sat with Clementine. When Lee walked away she turned towards Clem, "I'll be back soon, kid." Dash said to her before she flew to the other side of the motor inn. When she reached Mark and Larry she used her wings to keep herself elevated at their level, "Mark, what was all that about?"

Larry turned towards her before mark could speak, "None of your damn business, you oversized rodent!"

"Did I ask you? No! So why don't you go back to your work, grandpa?!"

"There's no need to get angry, Rainbow." Mark tried to cool her down, and, as usual, it didn't work.

"I've had enough of you freaks." Larry continued to taunt her, "You, that hick with the ten gallon, and the worm who spends all her time on that oversized coffeemaker! All of you are nothing but a bunch of freeloaders!" Larry knew their names well, he just rarely ever used them if ever.

"Don't you DARE talk about my friends like that!" She got in his face just as Larry had gotten in Lee's, "And how are we freeloaders?! We don't eat any of the food and WE do a lot more around here than YOU!" Before anyone could say or do anything, one of Dash and Larry's well know fights had begun. They sometimes got so loud that a nearby walker was drawn in by the yelling.

Lee watched alongside with Kenny and Applejack as Rainbow and Larry went at it. They pretty much always sided with Rainbow since Larry usually starts the fight. Well, that and the fact that they couldn't help but hate the old bastard. While most people tried to ignore them, Lilly had to get off the RV and attempt to settle them down. Kenny turned towards Apple, "You sure HE isn't the one who needs to stop driving people mad?" After the first month everyone learned there was no point in trying to end their disputes. Lilly only tried since she was bent on keeping her father calm.

"Ken, Lee," Katjaa called for them, "come here please." They made their way around the RV, Applejack followed close behind. When the three saw Kat she was no longer working on Mr. Parker, even though she hadn't finished his leg. It didn't take more than three seconds to process why.

"He didn't make it, did he?" Kenny asked in a cold tone.

Katjaa's voice shared that same emotionless feel, "He lost to much blood." Applejack looked at the dead man who laid in the bed of the yellow truck. This wasn't the first time she'd seen someone die, Shawn and the woman who shot herself were far more disturbing experiences. Still, the death of anyone isn't easy for her to accept.

Kenny openly expressed his feelings, "God dammit!" He stormed off, throwing his metal scrap to the ground, "I'm getting sick of this shit!"

Apple went after him, she could hear Kat and Lee begin to speak as she galloped, "Ken, come back! There's nothing..."

"Let him go, Katjaa..." their voices faded out.

She got in front of Ken, "Kenny, what's wrong?"

"Besides the fact that that man is dead?! Nothing, nothing at all!" Applejack retreated from his sudden outburst, he regained himself, "I'm sorry, Applejack. It's just been a bad day."

"It's alright." She confirmed as she got herself back up, "I'm just tryin' ta see if there was anything..." she was cut off by Katjaa's loud call of distress.

"Shit, Katjaa!" They heard Lee yell as they ran back to the scene.

Rainbow, Larry, Lilly and Mark all turned from their escalating dispute as Katjaa and Lee both yelled something out. They all turned as Lee pried her from the grasp of the former Mr. Parker, Kenny and Applejack quickly ran to her aid. Lee turned towards the four, "Mark, the Axe! Hurry!" He called out before the walker spun him around and pulled him onto the truck.

Mark, Rainbow and Lilly all acted quickly while Larry just watched. Mark ran towards Lee and the walker, a firm grip on the axe. Lilly ran towards the RV to grab her rifle. Rainbow originally flew towards the walker and Lee, until she realized her knife wasn't on her. She flew towards Clem, Duck and Ben, who didn't know what was happening.

"Rainbow," Clem began, mildly frightened, as the pegasus got her knife from the table she had rested it on, "what's going on?"

"Nothing!" Dash lied as she fastened the knife to her hoof, "Just stay here!"

Lee pushed the walker off of him as Mark swung, missing his target as the walker lowered its head. He instead hit the back of the truck, shattering a window and getting the axe wedged between metal, "Shit, it's stuck!" the walker crawled towards Lee and grabbed a hold of his leg, at least until a burst of bright purple energy knocked it away from him. Twilight was outside of her room now, not sure what all the fuss was about as it had been quiet moments ago. She saw the man Lee had saved attacking his savior. Without much hesitation she let out the blast of magic that struck the attacker's chest. It wasn't powerful enough to kill him as she didn't realize yet that he was a walker.

With the opportunity now his, Lee backed away until he fell out of the truck, landing on his size. When he rolled onto his back the walker landed on top of him and went for his neck. A quick flying spectrum of colors, however, rammed into the ghoul before it could bite him. Rainbow, after attaching the knife to herself, flew in and had knocked the beast away from Lee. She then got on top of it and drove the knife into it's head, killing it immediately. She got off of the corpse and trotted to Lee, who was breathing heavily, "You alright, Lee?" She asked, genuinely concerned.

He took a deep breath, "I am." Lee looked at her, "Thanks." Everyone except for Clem and Duck, who stood out of the way, converged on the scene. Lee got to his feet, moving rather sluggishly after the whole ordeal. Kenny and Applejack both comforted Katjaa, who was still processing what had happened.

Larry was furious beyond belief, "Why'd you bring him here in the first place?! Asshole!"

Lilly ran to her dad as soon as she arrived, the rifle in one hand, "Dad, please, calm down."

He ignored her, "You're going to get us all killed!"

"Oh just shut up, will you?!" Rainbow couldn't believe Larry would yell at Lee after he was just attacked. Until, of course, she remembered who she was talking to.

When Kenny saw Ben approach he got nearly as furious as Larry, "Why didn't you tell us he was bitten?!" he demanded.

Ben raised his arms defensively, "What?"

"He was bitten and you didn't say a god damn word!!" Kenny was ripe with red hot anger.

Ben's voice was a mixture of confusion and concern as he still didn't know what just happened, "But he wasn't bitten, I swear!"

Applejack could tell he wasn't lying, which made her truly confused and irritated, "Well then how do you reckon this feller came back from the dead and attacked one of ours?!"

"What?!" at first Ben was worried that someone was hurt AND that his teacher was dead, but he soon realized something else, "Wait, you all don't know?"

"What the hell are you talking about?" Kenny asked, by now everyone had their eyes on the tall, skinny teenage kid.

He could hardly believe they hadn't learned it by now, so he just came out with it, "It's not the bite that does it!" He received mixed expressions, all of which had the core of confusion. These people, and ponies, had no idea what he was saying. Ben pitied himself for having to be the one to tell them, "You come back no matter how you die. If you don't destroy the brain that's just what happens. It's going to happen to all of us."

Whatever mood everyone was just in previously was replaced with shock now. Kenny stared at Ben with wide eyes, Katjaa put a hand to her mouth and Apple removed her hat. Lilly and Larry exchanged worried glances, Doug sat himself on the ground while Carley put her head in her hands. Duck and Clementine weren't sure what to make of it, Rainbow tried to speak but no words came out, Mark shook his head in disbelief and Twilight merely looked at the ground as she pondered on this new information. Lee was the first to respond with words, his voice nearly cracking, "We're all infected? Everyone?"

Ben gave him a slightly unsure look, "I-I guess so. I don't know. All I know is I've seen people turn who I know were NEVER bitten." He again looked at the whole group in general, "When I first saw it happen, we were all hiding out in a Gym and everyone thought we were finally safe. But one of the girls, Jenny Pitcher, I think, I guess she couldn't take it. She took some pills. A lot of them. Someone went into the girl's room the next morning and, God..."

Sorrow filled everyone for seconds more until Carley yelled out, "Back off!" everyone looked at her, she now held her gun in her hands and had it aimed at two strangers. Both men stood on the other side of the street. One raised his arms while the other held onto a gas canister.

The one with the canister, the taller and more athletic of the two by the looks of it, protested to the gun trained on them, "Whoa, lady, relax!" The slightly shorter one lowered his hands to his sides as the other spoke, "Me and my brother, we... we just want to know if ya'll could spare some gas, that's all."

Carley kept the gun trained on them, her finger on the trigger, "I said back off!"

Lilly got behind her, "...Carley..."

Lee asked the strangers the first good question that came to mind, "Are you armed?!"

The younger looking brother, the shorter one, answered first, "Yeah... for protection... dead could be anywhere."

The older brother spoke up ,"But, uh, I think you've got the upper hand here."

Twilight joined in, "What do you need gas for?"

As the brothers did not see any of the ponies, they assumed it was just another woman. The shorter brother answered first again, "Our place is protected by an electric fence. Generators provide the electricity..." As he spoke Larry's eyes grew a bit at the idea that they were really protected by an electric fence. Sounded better than the wooden wall he had just been working on.

"our generators run on gas." The older brother finished for his younger sibling, "Look, we own a Dairy farm a few miles up the road. If ya'll be willing to lower your guns we could talk about some kind of trade."

The younger brother chipped in again, "How are ya'll doing on food? We got plenty at the Dairy." The mention of a trade for food was enough to make everyone put aside the horrible news they had received a minute previous.

Lilly thought for a moment, "Lee, why don't you, Mark and Ben check the place out, see if it's legit." Ben surprisingly did not protest about being volunteered.

"I'm coming with you." Carley told him as she put away her pistol, "I've got your back if anything seems fishy."

"I'll come as well," Doug stated as he got off the ground, "I want to check out this fence of theirs."

"Me to," Applejack stepped forward, "I'd like to see what this Dairy is like."

"I'll come too." Rainbow began to towards the wall.

Lee stopped her, "No, six is more than enough. Besides, I need for you to stay with Clementine."

Dash began to argue about it until Lee gave her a stern look, she knew better than to object. Rainbow got back to the ground, "Fine."

Both of the brothers stood there, waiting for a response. The older brother looked at the group past the wall, "So what are ya'll thinking?"

Lee glanced at Lilly one more time to confirm, when she nodded yes he looked back to the brothers, "You've got a deal. We'll bring some gas to your Dairy. In exchange, you'll give us some food to bring back. We'll see how it goes from there."

"Sounds fair." The taller brother said, happy to have some deal so far, "Couple of gallons should power one of our generators for a while."

The small group going to the Dairy opened the gate and walked towards the brothers as Kenny and Larry closed it behind them. Lee, Applejack, Mark, Carley, Ben and Doug stopped in front of the two strangers, waiting for them to lead. They both looked at the small, orange mare that accompanied them. Aside from the big eyes, orange coat and large western hat there was nothing THAT odd about her, "Aw," the younger brother exclaimed slightly, "Isn't that cute. They got her wearing a hat."

"Pardon me," Applejack began, straightening her ten gallon, "but I wear this here by my own free will." Her voice showed clear indications that his statement had offended her, "Ya don't see me saying 'your brothers got you wearing a blue shirt', do ya?"

Both of the brothers were shocked. The younger one hung his mouth open and th older one leaned away slightly while his eyes bulged at the talking pony. He opened his mouth to ask but Lee stopped him immediately, "Don't ask." He, again, spoke plainly, "We'll explain on the way."

Episode 2 Chapter 3: The Dairy

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Episode 2 Chapter 3: The Dairy
Written by: bobby ray
Proofread/Edited by: KJay

The brothers lead Lee and the others down a dirt road to their Dairy. It would have been too dangerous to take the main road, especially considering the fact that it would take them into Macon. There was always some threat of the dead attacking at any given moment, no matter where you went, but the brothers rarely had that problem on this path. As they began to lead their soon-to-be guest to the Dairy, the siblings introduced themselves. The older brother was Andy; and the younger, slightly creepier brother, was Danny.

Lee gave everyone's names to the siblings, Danny was a bit amused by the ponies name. Before long Andy and Danny began to ask Applejack questions, the first few revolving around how she could talk, and now she was trotting next to the two brothers: answering almost every question they had for her. Mark and Ben walked close behind them while Lee, Carley and Doug stayed behind about two or so yards. Carley, following Lee's advice, took the time to talk with Doug. She was edgy, Doug was a wreck, and Lee was the only one to notice to notice they were both nervous. They were getting to know each other better, but for most of the walk a nerve bending silence was washing over them. 'They would make an interesting couple', Lee thought to himself.

"...and it's all ruled by the princesses, Celestia and Luna, who raise the sun to begin the day and the moon to bring the night." Applejack finished her basic summary of Equestria. The brothers endless drive of questions had eventually forced the farm pony to tell them what her home world was like. She told them of the different races of ponies, the wild creatures that roamed free, what everyday life is like, etc.

"Wow." Ben, who was close enough to hear Applejack's story, said to himself. The whole place sounded A LOT better than the world he was currently living in. Heck, it even sounds nicer than the world he used to live in.

"Well, your homeland sounds..." Andy couldn't find the right word, "...interesting." He looked at Applejack, "How did you and your friends get here in the first place?"

This was the first question they had asked that Applejack didn't want to answer. She didn't know who these men were, just because they seemed nice doesn't mean she should trust them completely. Who knows what would happen if they were to find out that Twilight was working on a machine with the capability to transport someone to a different universe? She made an excuse, "It wasn't Twi's fault, me and Rainbow pushed her into trying a, uh," She paused for a split second, "New teleportation spell. It was more powerful than any of us figured, brought us straight here on accident."

"That's a real shame." Danny chimed in, believing her story, "Hope ya'll get home soon."

When it seemed that the brothers were done asking Applejack questions, Mark grabbed their attention, "So you guys really have food?"

Andy turned towards the man that Lee had introduced earlier as Mark, "Sure do. We lost most of the cattle, but we still got lots of milk, butter, and cheese stocked up."

"And with the vegetables we grow," Danny added, "We've got plenty of food."

Mark got next to the brothers, continuing his conversation with them. Applejack began to slow down, keeping a slow pace, until she was trotting next to Lee. She looked up at him, "How ya doin', Lee? That wasn't a pleasant experience you just went through back there."

"I'm doing alright, I guess. It's been a tough morning." In less than twenty minutes; Lee was attacked, heard the worse news possible, and now was following two strangers to their home. Not exactly a usual, crappy Monday.

The orange pony continued to speak, "I wanted to ask ya somethin' earlier, but with all the craziness at the Motor Inn I didn't get a chance."

Lee raised a brow at the mare, "What did you want to ask?"

Applejack glanced at Mark and the others up ahead, who were having their own conversation. She then turned towards Carley and Doug, who were failing at their attempt for small talk. Finally Applejack went back to Lee, "It's about yer past. Have ya told any of the others yet?"

He sighed; it's been months since anyone, other than Larry, had brought up the subject, "No. But there are a few people who know."

"Who knows?"

"Carley knows. She confronted me about it back at the drugstore, but after some explaining she promised to keep it a secret. And I trust her."

Applejack let out a breath, relieved, "Well, that's not so bad."

"Larry knows." Lee's voice was more cold then usual as he spoke.

"Haha..." She let out a weak laugh, "...oh that's gotta be a real pain in the flank."

Lee wasn't too proud about this one, "Clementine knows. She and Rainbow were there when Carley told me she knew, which is how Dash found out as well. Anyway, I couldn't lie to her."

Though she spent most of her time with Kenny and his family, Applejack made sure she had gotten to know everybody in the group. If there was one thing she knew about Clementine it was just how much she admired Lee, "Don't worry, sugarcube. She adores ya too much, no way that's affected her opinion of you."

Lee was uncertain if she was correct, yet still found comfort in her words, "Thank you, Applejack."

"Don't mention it." They walked for a bit before she spoke again, "So are you taking sides?"

He was confused at first, "What do you mean?"

"At the motor Inn, when Kenny and Lilly fought, ya did the right thing by not encouraging Kenny or Lilly. I'm just wonderin' if you only did that to try and calm them down or if you aren't siding with either of them."

"I'm not taking sides. I don't care who you put in charge; they'd get so overwhelmed that there wouldn't be any other change. We can't fight amongst ourselves, there are plenty of problems we already have to deal with ever day." Applejack did not respond to this, she instead went deep into thought. Lee could tell she never really thought of it like that before.

"I mean, thank god Lee and Rainbow showed up when they did!" Mark was telling Andy and Danny about how Lee and the others had saved him from the Air Force Base. Mark turned his head towards the people who were walking a ways behind him, "Right Lee?"

Andy turned his head as well, "Yeah, why don't you tell us a little bit more about yourself, Lee?" He and Danny slowed their pace, just as Applejack had done, until they were walking next to Lee; Andy to his right and Danny to the left. Applejack willingly moved off to the side so that they could get a chance to talk.

Danny spoke after they matched their pace to Lee's, "Where are ya from?"

Lee saw no reason to lie about this, "I grew up in Macon."

"Right here in the heart of Georgia," Andy stated with enthusiasm, "that's what I like to hear!" He looked at Lee as a new question rose, "Ya'll seem pretty settled in at that Motor Inn. Whose running things over there?"

"We work as a group, all of us working out for each other." Lee didn't want to say that either Lilly or Kenny were in charge.

Andy agreed with Lee's answer, "I hear that. There are so many dumbasses fighting each other these days, it's just stupid!"

"How many people ya got over there anyway?" Danny asked, something about his voice didn't sit right with Lee or Applejack.

Lee glanced at Applejack, who had a firm look on her face. He could tell she didn't want him to give an exact number. Understanding this, Lee gave a mental nod of agreement and turned towards Danny, "Enough to defend ourselves."

"Well, that's good!" Andy rejoined, "It's getting dangerous out there and, well, you guys know." He began to speak to all of the people who came with Lee, "Well, we'd love to get ya'll out to the dairy. Like I said we've got plenty of food and, well, quite frankly, we could always use a helping hand."

Applejack looked at the brothers, "I told ya both 'bout my work at Sweet Apple Acres, didn't I? Maybe a Dairy farm isn't that far of a stretch from applebuckin', ya know?"

Danny shrugged, "I'm sure anything you know will come in handy."

Andy continued to speak, "Momma's been running the Dairy for as long as I can remember but now it's..." He was cut off.

"You think you're going to cut me out of this?!" An unfamiliar voice from nearby demanded, disrupting the calmed minds of Lee and everyone else.

"Shit!" Andy knew exactly what was going on, "Get down!" He ordered as he and everyone else crouched down. Andy and Danny lead everyone off the path and into the trees. They stopped when two men came into view. The two men, who were wearing ski mask over their heads and whose clothes were dirty and ragged, were standing on a separate path from the one Lee and the others had just been on. One of the men held a shotgun and the other had a crossbow.

"No one is trying to cut you out of anything!" The one with the crossbow said in defense. The other man didn't believe him for a second and continued his accusation.

"Fuckin' bandits." Danny whispered to himself.

"Who?" Mark asked as he grabbed hold of his rifle. Carley pulled out her pistol and leaned against a tree as she watched the two men fight.

"Those look like the people who raided my camp!" Ben told the others while he laid his stomach on the ground.

Lee turned towards Andy, "Who are they?"

Andy shushed him, "Fucking assholes is who they are."

"What do these bandits do, exactly?" Applejack asked Danny as she crouched next to him.

He continued to watch them, "You don't wanna know."

Doug gazed around, "I only see two."

Carley gripped her gun, "We can take them."

Danny gave them both a stern look, "Oh, no! There's a LOT more."

The crossbow bandit got in the other's face, "Yeah, and you know what, we ate it all! What are you gonna fucking do about it?!" The shotgun bandit tensed up as if he was going to explode.

Andy looked at everyone, "Don't worry. Danny and I have ya covered if something happens, but let's just wait this out and hope they move on."

"FUCK YOU!!" Without warning the bandit with the gun kicked the other in the chest, catching him off guard and causing him to stagger. The bandit then aimed his shotgun and shot the man, killing him instantly. Ben gasped at the sudden attack as the dead bandit fell. The assaulting bandit approached his former comrades body and fired three more shots into his corpse, yelling while he did so, "Fuck you! Fuck you! Fuck you!"

Applejack was appalled, she could barely utter out these two words, "Sweet Celestia!" With all she had witnessed in the last few months, Applejack never thought she'd this. That man took another's life without hesitation!

The bandit turned and walked away. He quickly glanced back at the dead man that laid in the middle of the path, "Asshole."

Andy shook his head, "World out here has gone to shit. Come on, let's get to the Dairy where it's safe." He turned towards their path to his home; Danny, Mark, Carley, and Doug followed close behind. Ben was a bit shaky as he got off the ground and followed behind them. Lee looked at Applejack, who starred in disbelief at the dead man mere yards away.

"You alright?" Lee asked, his voice in a soft tone.

She continued her stare for a few seconds before shaking it away, "Yeah, I'm good." Applejack turned to trot after the others, "Let's just go." Lee stayed close behind the mare, keeping a close eye on her for the rest of the trip. She hadn't gone this quiet since that girl shot herself months ago, and Applejack never truly got over that. Lee could only hope the ponies got home soon before they witnessed something truly horrifying.

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"It has been three months, we must find her!" Shining Armor stated furiously. He was in the presence of Princess Celestia in her castle in the city of Canterlot. Also in the room was Princess Luna, who had been awakened by the yelling, and Princess Cadence, who could only watch as her husband continued with his blind fury. There were guards in the room as well but Celestia had ordered them not to intervene.

"I already told you, Shining armor, I have had the royal guard search to the ends of Equestria and beyond even that. Not a single sign of My pupil, your sister, and her friends. You were the leader of those search parties, you know this better than anyone!"

"Then have us search again! We can not rest until she is safe!"

"Good Captain," Luna made her way into the discussion, "you must calm yourself. My sister and I are doing everything within our power to find Twilight Sparkle..."

"I AM CALM!!" His voice by now was loud enough to rival the royal Canterlot voice.

Celestia tried to reason with him, "Shining Armor, please. We are doing everything that can be done. I can not create a mental link with my student no matter how hard I try. She can no longer be within Equestria or else I would have sensed the energy from her magic. I've spent many days, even weeks within her basement: studying and learning everything I can from the device that made her vanish." The captain was still in his blind rage and would not calm anytime soon, "Now I must ask you get some rest, please."

Shining Armor wished to continue, but he knew better and held his tongue. He turned and exited the room, shoving the doors open with his magic, followed by his wife who used hers to close them behind her. Celestia sighed after the scene was over and made her way out of the room as well through a different exit. Luna followed with haste until she was moving just left of her sibling, "Are you alright, Tia? Do you need anything?"

"No, I'm..." She was looking halfway down, halfway forward, "...I'm fine."

Luna knew better, "Those nightmares have been plaguing you again. Haven't they, sister."

The sun goddess sighed again, "Every night." She stopped and faced her younger sister, "It is hard for me to have all my attention on my missing subjects when the humans are in such troubling times."

"Have you discovered yet what is destroying the human world?" Luna asked.

She shook her head, "No. If they appear in my dreams they are hazy, too distorted for me to make out. The most I can say is they appear to be bipedal, just as the humans, and they have come to greatly outnumber man." She began to think of how such problems could occur to them. Though Celestia worried for Twilight Sparkle, Rainbow Dash, and Applejack's safety every day; her greatest fear was whatever was destroying the race of man, and the thought of such a thing happening to her people.

Luna grabbed her sister's wandering attention, "Tia, please relax. You have more than a right to be worried but that does not mean you should let your mind get away from you. I shall address any matters that come for the rest of the day; now please go and get some rest."

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Not too long after the trouble along the road, the group finally reached the Dairy. Everyone except for Andy and Danny were awestruck when the farm first came into view. It was magnificent, like a beautiful painting. There was a white farmhouse on a small hill; a well kept red barn, a silo several yards from the front yard; even a fully grown, healthy corn field near the main property. They all soaked in the beautiful landscape, this was the most peaceful place they'd been to since this whole mess started.

"Here it is." Andy declared as they continued towards the gate on the inner fence, "St. John's family Dairy."

"It's really beautiful here." Applejack commented, looking at every small detail of the glorious scenery. It reminded her a bit of home: her home.

Danny allowed a grin to emerge, "Thank you, we've done what we could."

As they continued along; Doug stopped next to the electric fence to examine it. Andy stopped momentarily to look at it as well, "Ya'll can see how we kept this place so safe." Doug continued to investigate the fence until he noticed the others were continuing on.

Mark glanced at the wires that stretched from one post to the next, "The fence keeps them out?"

"You betcha. They fry like bugs in a zapper." Andy boasted, "We're pushing 4000 volts through that thing, with generators and amps."

"I'm going to assume that's a lot..." Carley guessed.

"Oh, trust me." Doug got her attention, "It is."

From a first floor window of the house a woman watched her sons return with a large number of guest: one of which was a small, orange pony. She turned to grab something from the kitchen.

The group stopped once they were inside the front yard. Lee took a quick check on the inner property. The fence seemed effective, from what he'd been told at least, which is what raised this next question, "Ever have any accidents?"

Danny shook his head as he and his brother stood before their new guest, "Nah."

"It's safer here than out there." Andy added, making a fine point.

"This place looks untouched!" Carley declared while she gazed around, "You'd never know the rest of the world is in ruins."

It's worth protecting," Andy told them as his mother approached from the house, "hence all the juice."

"I thought I saw ya'll with company comin' down the drive!" Brenda made her presence clear to her two boys and the newcomers; her perky southern accent more clear in her voice then in her children's.

Andy smile as he turned towards his mother, then towards their new friends, "Guys, this is our mama."

She stepped in front of the odd group of six, "I'm Brenda St. John and welcome to the St. John Dairy!" Almost everyone by now noticed she was carrying a wooden basket, what was inside was not obvious yet.

Andy began introducing them, "This here's Lee, he's from Macon."

"A couple of our old farm hands were from Macon!" Brenda told Lee, "They grow 'em good there."

Danny looked at his mother, "They've got a couple more friends staying at the old motel."

Brenda gave a worried expression, "Oh my goodness, that place is pretty vulnerable. Have you got someone with survival experience to lead your group?"

Lee gave her the same answer he gave to her son's, "We all work together. Plus, we've got plenty of people with military experience."

"Well, that's good to hear." She declared, "That motel ain't the safest place." She finally gave Applejack a look over, "How've ya'll kept an animal alive at the motel all this time?"

"I'm not an animal," Applejack informed Brenda, successfully disposing her irritation towards the remark, "I'm a pony."

Brenda was surprised to, say the least. Sure the world had become a crazy place but the last thing she thought she'd ever see was a talking pony. Andy saw the confusion on her face, "Mama, this is Applejack. She's, well, she ain't from around here. Her friends and her have been with Lee and them since all this started."

She was still confused, "How can ya talk?"

"Where she comes from," Mark answered for her, "the whole place is inhabited by talking ponies. To them it isn't any stranger to speak then it is for you and me."

Applejack tilted her hat to the kind woman, "Nice ta meet ya, by the way."

Brenda finally shrugged off her puzzled state and returned the greeting to the friendly pony, "Nice ta meet you too, Applejack." She looked at the rest of the newcomers, returning to her previous greeting to the whole group, "Now that ya'll are here, we'll make sure you're safe and comfortable."

"Thanks for having us," Lee said to Brenda, "we brought some gasoline on good faith."

The gasoline in Andy's hands brought up another matter. Carley was the one to mention it, "We're all incredibly hungry."

Brenda replied by handing the basket over to Doug, "These are for ya'll. Baked fresh this morning."

Carley and everyone else looked inside the basket; inside was at least a dozen homemade biscuits. To Applejack they looked fine: to her four friends, and Ben, they looked Marvelous, "Amazing!"

Lee, Mark and Applejack all gave Doug a stern look. He had grabbed one of the biscuits and scarfed it all down. Doug looked at them with his mouth full, "What?"

Danny smiled at the man who more than enjoyed his momma's food, "Yep, can't get stuff like that anymore. Not without a cow for milk and butter, that's for sure."

Brenda nodded, "That's right. Hopefully Maybelle will make it through this bout of whatever she's got and be with us for a good-long while."

"Yer cow ain't feelin' well?" Applejack inquired, "I'm terribly sorry."

Mark's eyes grew wide as he remembered something, "We have a vet!" He stepped forward a bit, "We could bring her here! We can help you folks out."

"A vet?" Brenda was overcome with glee, "Oh, my! Our prayers have been answered!"

"Maybe our whole GROUP could come..." Lee and Applejack looked at Mark as he continued. They knew what he was getting at, "For the day..."

Brenda thought for a moment, "Well how about this, ya'll go get your veterinary friend, and I'll prepare some dinner. A big feast for all you hungry souls." Though Mark was excited; Lee was unsure. A dinner sounded nice but it wasn't the best idea to have everyone come down here yet, "It'll be nice to have some folks to help out around here again." She continued before turning towards her youngest, "Danny, why don't you come help me out in the kitchen."

Carley grabbed everyone else's attention while Brenda and Danny started towards the house, "Why don't I go back and round up everyone for the trip over here."

"Ya might want to take someone with ya." Andy chimed in, "Remember, those roads can be dangerous."

Mark nodded in agreement. He handed his rifle over to Carley, "Here, take this." He glanced at a few people in the group, "Why don't you bring Ben with you."

"I could go too." Doug added.

Carley shook her head, "No, I think two is enough." She wasn't up for another attempt to talk with Doug at the moment.

Doug just slightly nodded his head. He took one more biscuit before handing the basket to Ben, "You two be safe."

"We will, see you soon." They turned and went outside the gate. Doug watched as they went through the drive before turning back towards the others.

Andy waited until he had all four of them paying attention, "Why don't ya'll make yourselves at home. Once you've settled in I could use your help with something."

"Is something wrong?" Lee asked.

"Nah, just a problem with the fence. Nothing major." Lee wasn't completely satisfied with this answer, "Come tell me when you're ready to head out." Andy made his way towards, what appeared to Lee as, one of the generators they needed gas for.

"Alright, see you." Mark turned towards the others, "Guys, this place is INCREDIBLE! They've got food! And that fence, aw man that fence!" He was abundant with excitement, "If we play our cards right this could be a place we could stay. So how should we play this?"

Applejack spoke first, "Now, just hold on. We can't just bring everyone here to stay when we barely know the place." Applejack had another reason for them not to stay here, but did not want to mention near the St. Johns.

"She's right." Lee agreed, "We should take a look around, see if this place is as safe as they're telling us."

Mark thought about it for a moment, "Yeah, I guess you're right." He turned towards something he had seen when they got here: A tree in the corner of the yard. Hanging from the branches was a rope with a broken plank of wood tied at the end, "I noticed that broken swing. Not a big deal, but maybe there are other things around here not working that we just can't see yet."

"If Andy has us check out the fence," Doug informed them, "It would be an opportune chance to check out their defenses."

"So what do we do for now?" Mark asked.

"Have a look around," Lee told everyone, "let me know if you turn up anything strange."

"Got it." They dispersed across the yard, each one doing their own thing. Lee took the time too investigate that swing, see if there was any way he could fix it up for Clementine and Duck when they got here. Applejack, for the moment, let the joy of being back on a farm soak in. Mark began to check the electric fence around the front yard.

Doug made his way towards Andy and the generator. He was filling the generator with the gasoline they had given him. Doug stopped next to both of them and began to make conversation, "It's quite impressive that you have enough of these generators to power a whole fence, especially considering how big yours is."

Andy let out a short half-laugh, half-sigh, "Impressive as it may be, it's not easy. These things are tricky and takes me a while ta fix." Doug nodded in understanding, "I'm glad ya'll are here to help us out, with all the work around here I haven't been able to deal with that damn fence."

"What's wrong with the fence, anyway?"

"Nothing, I hope. Sometimes the dead tangle 'emselves up in the wires before they fry and end up knockin' over a couple of post. I haven't been able to walk the perimeter as much as I'd like, just need ya'll ta have a look."

"Sounds simple, I guess."

Lee, who was searching for parts needed to fix the swing, was now a yard away from Andy and Doug. He was standing near the work table, a saw and some ply wood. He turned towards Andy, "Mind if I use one of these boards?"

Andy turned towards him "Already making some repairs, huh?! like a guy who takes some initiative. Yeah, go right ahead!"

While Lee began to cut the board, Applejack entered the white picket fence at the base of the hill that the house was on. She made her way up the hill and onto the front porch. The mare had a quick look around, admiring the awards this Dairy had won and the herbs which grew on the window box, before knocking her hoof on the front door. Not long after the door opened, on the other side was Brenda with a warming smile, "Well hi there, Applejack! What can I do for ya?"

"I'm alright, do ya need any help 'round the house?"

"I think with Danny's help I got things pretty well squared away in the kitchen, but feel free to check with Andy. He's got a lot of weight on his shoulders these days and would appreciate any help you can offer."

Applejack took a quick glance around at the Dairy again "Ya know, I think your family has done an amazing job of keepin' this place together."

Brenda stayed as modest as she could, "Well now aren't you sweet, thank you. The boys and I have tried to adapt as best we can but we still keep some of our old routines to help remind us of better times."

"I remember you saying something about having 'farmhands' around here, where did they go?"

Brenda's expression and voice became saddened, at least when compared to what they were a minute ago, "Oh we've had our share of tragedy here... just like everyone else I'm sure." It was difficult for her to think back to those first two weeks, "Some of our staff took off to find their families soon as they heard the news. We... lost most of the rest of 'em the first night those things attacked. It was..." She paused, "A tough night."

"I'm..." Applejack tried not to imagine the massacre that took place here, "I'm truly sorry for yer losses."

"Thank you, Applejack. I try not to think about it if I can." She held back tears.

She decided to try and change the subject, "How's yer family been holdin' up?"

Brenda slowly recovered, "Oh my boys have been my saving grace. They both left their jobs and came home after the attacks started."

Applejack admired how selfless Andy and Danny were in returning home, "They sound like some real good children ta just leave their jobs for ya."

"The best I could ask for." She glanced at her oldest, he was currently talking with the man whom Danny had told her was Doug, "I think it was hardest on Andy. Dan was always more of a mama's boy, but don't tell him I said that!" She smirked and giggled at her own remark.

The mare shared a laugh with Brenda, enjoying her good spirits. Andy, who was in the same spot, got to his feet before Applejack could continue, "I'll be damned!" Brenda and Applejack looked at him, both Andy and Doug were looking across the yard. They followed the men's gaze until they found Lee, who was standing next to the old swing while whipping his brow. The swing was repaired and looked as good as new.

"Oh my goodness!" Brenda gawked at what Lee had just finished, "Lee, did you do that?"

Lee smiled at the kind, middle aged woman, "Sure did!"

Brenda thought back to around twenty years ago, when both of her boys were just little children. They loved that thing to death, "I used to push Andy and Dan on that thing when they were kids. Seems like such a long time ago now."

He nodded in agreement, "Sure does."

"Well," Brenda spoke to Applejack again, "Better get back inside and work on dinner."

"Are ya sure you don't need any help in the kitchen?"

"Nah, I've got it. Just need to be in there." She leaned forward a bit and whispered, "I still don't trust Dan being alone in the kitchen." She laughed again at her own words as she returned inside the house. Applejack left the porch and made her way down to the yard. After she closed the gate Applejack looked around. Mark was still inspecting the fence, he stood near the main gate.

Applejack approached him, "Howdy, Mark. How ya doin'?"

"Just fine," He turned towards the mare, "Thanks."

She took a quick peak at the fence, "Turn up anything interestin'?"

"Nah, not much. From what I can tell this fence is untouchable..." He paused for a second, "quite literally. How about you?"

She shook her head, "Just finished a discussion with Brenda. She seems like a nice one, at least."

Mark raised a brow, "Is there something off about her?"

"Can't tell, all we really talked about was how they've coped since this began. I'm probably just bein' paranoid." She went into her thought while her eyes went to the grass beneath her.

Mark was getting worried, "Are you alright? You haven't been quite yourself since we got here."

"I've been thinking about those bandits along the road." She gazed up at him, "Why would someone just kill another person like that? He didn't even flinch."

"That's what bandits do." Mark wasn't surprised in the least that murder disturbed her, it didn't sit well with him either. Applejack's eyes became heavy and they fell back to the ground. Mark got to his knee, "Try not to think about it, Applejack. Just be glad that he didn't hurt anyone innocent."

Applejack did what she could to forget, or at least push it aside, she never truly got over things like this. Shawn and that woman both were stuck in her mind, grieving her every now and then. When she was finished Applejack looked up at Mark again, "Wanna check out the barn, see if anything is up over there?"

Mark smiled, happy to see her better at least, "Sure thing." He got off his knee and both made their way to the gate between the yard and the barn. By now Doug had begun his own inspection of the fence, he stood near an outlet on one of the fence post that made it obvious the St. Johns built it themselves.

Andy looked up as mark reached over to open the gate. He got to his feet, "Hey, what ya both fixin' to do around the barn?" His face was stern.

Applejack quickly responded, "Just checkin' things out. Wanna see if the fence is workin' properly over there."

"Don't worry about that, checked that out myself this morning. Why don't ya wait until after ya'll get back if you wanna check for yourselves."

"Alright, sounds good." Mark lied as they walked away. Andy returned to his work on the generator.

Doug, who overheard the discussion, followed and caught up with them, "What was that about?" He asked as they continued to walk.

"I don't know." Applejack kept trying to think of a reason why Andy didn't want them over there yet, "He probably just wants us to deal with the fence before we do anything over there."

"Sounded like he doesn't want us near the barn." Mark told her.

The three stopped when they reached Lee. He was standing over and investigating the picket fence. The one thing the others noticed early on about Lee was his eye for small details, he was very good at spotting things that were interesting or out of place. Lee turned when he heard them, "Hey guys. How's the place looking, anything worth mentioning?"

"The fence is really impressive considering it's completely homemade. The generators might be troubling, but I doubt they can get to a point that I can't deal with them."

"Then it's still a lot safer than the motor inn." Mark commented.

Applejack was next, "We didn't get a chance to check out the barn. Andy doesn't want us over there yet, we'll have ta do that later."

"Why doesn't he want you near the barn?" Lee asked.

"Didn't say," Mark told him, "just said he wants us to check the perimeter."

"Well then I guess that's what we're doing next." Lee was growing curious but let it stay inside for the time being. The others followed him as he made his way towards Andy.

"So does anyone know what Andy wants us ta do exactly?" Applejack asked the three men she was trotting along side.

Doug was the only one who could answer, "He just wants us to walk the perimeter and see if it's secure, nothing major."

Andy stood up as the four approached him. Lee spoke once they were close enough, "We're ready to help out with the fence."

"Good, the sooner you're done the safer this place will be." He got ready to explain exactly what he wanted them to do, "Now the fence will stop a, what'd you call 'em Doug? Walkers? Yeah, it'll stop a walker in about three or four seconds. However, the thing gets overloaded if we leave the husk out. While you're walkin' the perimeter I need ya to knock over any that are still next to the wire."

"Wont we get shocked if we touch that thing?" Applejack asked.

"Don't worry about that. I'll turn off the northwest section of the fence while you're out there. Holler when you've finished so I can turn it back on, and be careful out there."

------------------------------------------------------------------------

"Do you see anything yet?" Twilight asked timidly.

"No, I don't see them yet." Lilly replied as she sat atop the RV.

Twilight continued to pace back and forth, worried, "Where are they? Shouldn't they be back by now?"

"I already told you, it's only a problem if they've been gone for a long time. It's only been about an hour, they are probably still at this Dairy." Twilight wasn't satisfied with this answer and continued to pace back and forth.

Rainbow trotted up to her, "Twilight, calm down. I'm sure everything is fine."

"But what if everything isn't alright?" She stopped in front of her friend, "What if they're lost? What if Applejack is hurt? What if they got attacked by walkers? What..."

Kenny, who not long ago helped Larry dispose of Mr. Parker's body, shook his head at the nervous unicorn as he worked on the RV's engine. Rainbow stopped Twilight as she went to continue on with her long list of possibilities, "They didn't get lost, Applejack wouldn't do anything to get herself hurt, and I'm sure Lee and the others can handle a few walkers."

"It only took one to nearly kill Lee AND Katjaa!" Twilight became hysterical, which Kenny noticed happened more with her than everyone else here combined.

"For god's sake, Twilight, just calm down." Kenny glanced at them, "That was different."

"How was that in any way different?!" Her voice began to carry across the entire motel, "We nearly lost two people in thirty seconds to ONE WALKER!!"

"Would you just shut up already?!" Larry demanded as he continued to reinforce the wall, "I'm trying to work!"

"It's different, Twilight," Rainbow ignored Larry as best she could and got her friends attention again, "because nobody was expecting that to happen. They won't let anything get the jump on them again."

"Hang on," Lilly spoke to everyone on the ground, "I think I see them." On the road, down some ways, she caught sight of at least two people. One had a rifle over their shoulder and the other was carrying something. Lilly could swear that the woman, with the rifle, was Carley.

------------------------------------------------------------------------

Things were going smoothly so far for Lee and the rest. There wasn't a single problem with the fence yet, other than a burnt walker hanging on here and there. Lee and Doug were in front while Mark and Applejack were in the back. Lee carried his axe so that he could use it to pry any dead from the fence, and to kill any that objected to this. Luckily they only came upon the crispy ones so far. Doug was silent for the most part, thinking about something. Applejack and Mark were talking to each other.

"It truly is amazing what they've done with this place." Applejack commented on their handiwork, "They've got this here fence surroundin' the entire Dairy!"

"Yeah," Mark agreed, "I can't wait until everyone's out here. Everyone besides Larry..."

Upon hearing this name Lee turned back towards Mark, "What's up with you telling him what I said about him thinking I'm dangerous?"

Applejack looked at them , "What are ya both talkin' about?"

Mark glanced at her, "Larry thinks Lee is dangerous. I accidently brought it up back at the Motor Inn and it got Larry worked up." This did not surprise Applejack one bit, considering what Larry knew and the way he was. Mark faced Lee again, "Anyway, you're the one who said it. You even admitted it right to his face!"

Lee turned his gaze forward, "I try to be civil, at least."

Mark spoke with a grin, "He's too busy being cranky to notice."

Applejack suppressed a giggle, "Too true."

They approached a burnt corpse leaning against a fence post, an arrow through it's neck. A crow was feasting on it until the group got close, forcing it to fly away. Mark was first to point it out, "Here's another one."

They stopped in front of the corpse, deciding to have a look at him before Lee pushed it off. Applejack turned towards the others, "Who do you think this man was before they turned?"

"No idea." Mark thought back for a moment, "I never really think about that. Usually I'm too busy avoiding them."

Lee shook his head at the decaying, electrified body, "Hope he wasn't like this long before the fence finished him off."

Doug examined the arrow that jutted out from its neck, "Who do you guys think did this?"

"Maybe it was the St. John boys, using him for target practice." Lee said before proceeding to pull it out. There was a sickening pop of some kind as it came out, Applejack cringed and Doug covered his mouth for a moment. The tip of the arrow was covered in blackened blood, Lee threw it aside, "Disgusting." He got a grip on his axe, put the top of the bladed end against the walker's shoulder, and pushed until the body fell to the ground.

"Let's go," Mark said, "there's probably still a few more." Once they were on the move he began to think about the Dairy's setup again, "Man, once we know the fence is all good this place will be a fortress! God, can you imagine not having to worry about the walkers anymore?"

Applejack knew she had to bring this up now. There was one problem with the whole idea of moving everyone down here to the Dairy, if that was even on the table. The only reason she didn't bring it up earlier was that she did not want the St. Johns aware of this yet, "I don't think we should move here, Mark. Twilight's almost done with her invention and we can't just leave it there."

Mark thought about it, "Well, she could still work on it if we move here, it's only about half an hour away. And besides, there's no guarantee that we'll even get to stay here anyway."

"Twilight needs to be there, we all do!" Applejack was going to make sure she made this clear, "She told me and Rainbow that her machine is fragile, we all need to be at the Motor Inn until it's finished."

Doug turned towards Mark, momentarily exiting his thoughts, "And she's right. The thing is exposed until we apply the outer shell."

"Either way, Mark." Lee joined in, "I doubt these people want us moving onto their farm. At least not right now."

Mark gave a sigh in defeat, "Yeah, you're all right. Hopefully they'll be good on their offer for dinner."

"If they've got as much food as they say then that shouldn't be an issue." They stopped once agian as they came upon another walker. This one was female and medium-rare, she leaned onto the fence while her hands gripped onto the wire.

Lee pushed her off with the axe, her hands still gripped the wire tightly. Mark examined both of them equally, "Lee, I think her hands melted onto the fence." The thought of this made Applejack feel sick. Lee proceeded to raise his axe his axe and bring it down, severing the right hand from its arm. Without warning, Applejack wanted to hurl while Doug actually did. Mark glanced at them both, "You never get used to the smell, huh?"

Applejack tried to breath, "Nah, never." Lee raised his axe again and brought it down again, severing the left hand from its arm. without anything keeping it up the corpse collapsed to the ground.

"Come on." Lee urged as Doug emptied his stomach, "Let's go before we lose our appetite." As the four walked along in their usual formation, Lee glanced at Doug every now and then. Though Doug wasn't a very social person, he'd never gone this quiet before. He seemed to be more closed off from Lee than Mark and Applejack. Lee decided to try and start a conversation, "So I guess you and Carley are becoming good friends, huh?"

"You could say that." Doug didn't even look at him, he just kept gazing forward.

"Did you two find anything in common with each other?" Lee continued to try, Doug continued to look forward.

"No, we're two completely different people." His voice grew cold.

Lee was confused as to why he was acting this way, usually Doug was more than willing to make small talk. Something was obviously bothering him, "You feeling alright, Doug? Is there someth..."

Doug suddenly stopped, causing everyone else to as well, and gave Lee an icy stare. Applejack and Mark had been engaged in their own conversation, they had no idea what was going on or if they should say something. Doug turned towards them, "Could you guys go on ahead, I need a minute to talk with Lee."

They looked at Lee, who was almost as unsure as they were, "Go on ahead, we'll catch up." Mark and Applejack glanced from Lee to Doug, then back to Lee, before they began walking. They went around the two and continued along the fence. Both of them kept glancing back at Lee and Doug until they began speaking to each other.

"What was that about?" Applejack asked.

"Don't know. I've never seen Doug act like that before."

Lee turned towards Doug when Applejack and Mark were a reasonable distance away, "What do you want to talk about?" Somehow, Lee felt that he might already know the answer to that.

Doug stared at Lee for about six seconds before replying, "Lee, I need to know right now. Where do you stand with Carley?"

"We're good friends."

"Are you sure that's it? Because I've seen the way she looks at you, and how you look at her. The way she laughs at your jokes, how you always agree with her..." He was growing hysterical, just like Twilight often does.

"Doug, just calm down..."

"You calm down!" By now Doug was yelling, nowhere near as loudly as Rainbow and Larry are when they fight but still, "You two like one another, I know it! At the drugstore you saved her from being eaten, and that is the only reason she likes you! You're her knight in shining armor!" Lee tried to speak but Doug cut him off, "Don't talk, just listen! You saved her life! I was being grabbed through a window, if that didn't happen I could have done what you did in half the time!" As he continued to rant Lee grew irritated, "I can NOT take watching you two make each other happy anymore!! So..."

Lee held his ground and spoke, making sure he was louder than Doug so he could get this through to him, "Doug, I thought you were one of the smartest I know! Are you seriously lacking so much common sense that you can't tell when somebody actually likes you?!"

"AND..." Doug stopped as the words struck him. He gave Lee a confused look, "wait, what?"

Once he had Doug's attention Lee continued, "Man, come on! Open your damn eyes! Carley had feelings for you even before I got to the drugstore, she told me so this morning! And you saved her from that news van, remember?! Why do you think Carley has an easier time talking to me? Because she can't think straight when speaking with you, Carley goes dumb just like you do when you're just thinking about her! WAKE THE FUCK UP, DOUG!!"

Lee's statement was followed by silence. Doug was at a loss for words, he couldn't begin to imagine Carley actully feeling the same way about him. He spoke as soon as he could, "Carley... really likes me?"

"Of course she does! Carley isn't exactly subtle about it either, the way she stares at you. Hell, almost everyone knew before she admitted it!" Doug, again, couldn't muster a response. He felt like kicking himself for not realizing the truth. Lee loosened his stance and softened his tone, "Let's just finish the fence, ok? We'll talk about this later."

As they walked along to catch up with Mark and Applejack, Doug kept looking at Lee. He felt like such an ass, yelling at Lee because he didn't notice the obvious, "I'm really sorry, Lee. I..."

"Just drop it for now, alright. We're too hungry to talk about it."

After a minute or so Lee and Doug found the other two. Mark and Applejack were on the outside of the fence, trying to prop up two fence post with a crispy walker tangled in the wires between. Applejack couldn't buck the post up properly without turning it into toothpicks so it was difficult for them to make any progress. Doug looked at the weak spot in the fence, "What happened here?"

Applejack glanced at them, "This feller knocked over these post tryin' ta get through. It's a good thing Andy had us come and check."

"Could you guys come and help us with this?" Mark asked, "The fence needs to be up before we can get Mr. Crispy out."

"Alright." Lee was the first over the fence, followed by Doug. Applejack and Lee pushed on the left post while Mark and Doug pushed on the right. With all of them pushing the fence was up in no time at all. As they put it back into place the lights on multiple post flickered to life, there was a sizzling sound as smoke came off of the still entangled walker.

Everyone reeled away when this happened, Doug nearly jumped a foot back. Mark, who almost got electrocuted, felt his heart race, "Holy fuck! What just happened?!"

Lee looked at him, "The fences are on!"

Applejack was beyond worried, "Why the hay would Andy turn the fence on?! We're still out here!"

Suddenly, without any warning, there was a yelp of pain. Lee turned towards his friend as he gripped onto his shoulder in agony, "The fuck?!"

Applejack looked at him as well, and saw the wound, "What in..."

Mark gawked at the arrow now sticking out of Doug's shoulder, "What the hell?!"

Another arrow flew by as someone yelled at them from the woods, "I told you what would happen, you son of a bitch!" Everyone grew terrified as another arrow whistled by, inches away from Mark's face.

"What's going on?!" Doug asked frantically as he tried to fight back the pain.

Lee quickly looked around until his eyes met with the way out. He spoke to everyone, "Get to the gate!!" As they ran for it two more arrows struck the ground and the fence before them, signaling that running was not an option. Lee thought quickly and spotted the tractor close by, "Get down!"

They all followed Lee to the tractor as more and more arrows soared at them. The man in the woods taunted them, "You assholes!"

Mark could feel the air strike him as another arrow flew by, causing him to duck, "JESUS!!"

They all tried to catch their breath once behind the heavy metal machine. Lee glanced over the top of the tractor, he could make out at least four figures in the woods firing crossbows at them. The same one who spoke before, the leader most likely, spoke again to Lee once he spotted him, "We had an agreement!" He fired again, forcing Lee to get back down, "Now you're fucked!" The arrow flew by overhead.

Applejack wasn't scared, exactly, but she was freaking out, "What in tarnation is going on?!"

"No idea!"

"Fuck!" Mark swore, "Now what?!"

Lee glanced from the fence to the gate, which laid multiple yards away with no cover between here and there, "With the fence on that gate is our only way out!"

While Lee evaluated the situation, checking any and all possibilities, Applejack and Mark checked on Doug. The arrow was likely two or three inches in, the area on his shirt around the wound was already stained with blood, "You alright there, Doug?!" Applejack didn't want to think about how much that hurt, "That doesn't look so good."

"It's nothing," Doug lied through his teeth, he was in searing pain, "I'm alright."

"No, you're not." Mark countered, "You just got shot in the shoulder with a fucking arrow!"

"Don't worry, it looks worse..." He groaned from the pain, "than it actually is."

Lee spotted something, he turned towards Mark and handed him the axe, "Hold this!" When Mark grabbed hold of the axe Lee went in front of the tractor and quickly removed the chock from in front of the tire. Lee got next to the tractor again pushed on it, it didn't budge.

Applejack saw that it was still stuck. She looked around the tractor as well, and spotted the plow attached to the back, "Lee, those blades are stuck in the dirt!"

Lee acted quickly and went to the back. He pulled the lever, lifting the plow's blades of the ground. He got back in cover quickly as an arrow struck the plow. Without anything keeping it in place the tractor began to roll forward at a steady pace, "Come on," Lee told everyone as they kept up with the tractor, "If we reach the gate we can get through this fence and back to the house!"

Doug groaned in pain, "...this stings..." As they went on the attackers continued to taunt them, calling them assholes and many other names.

Without warning the tractor stopped. Applejack looked at Lee and Mark, who were right in front of her and Doug, "Why did it stop?"

"One of the dead we pushed out is blocking it." Mark told her as Lee pulled it out of the way. Soon the tractor was moving again and they continued to stay next to it. Even up to this point arrows were still flying at them, most flew by overhead while some struck the tractor and bounced off harmlessly. Soon the tractor came to a stop again, another walker in front of the tires, "Another one?! How many of those things did we push out?"

Lee grabbed onto the walker and began to pull. Before he could make progress with moving it, the walker came to life and grabbed onto him. Lee tried to make it let go but it held on tight. Applejack looked at Mark, who had possession of the axe, "Kill it, Mark!"

"I can't!" He told her, "There isn't enough space to swing this thing!" Lee began to kick the walker in the face, which did little. The walker pulled Lee's hand close to it's face and prepared to bite. Lee mustered all of his strength and pulled his arm away from its mouth. He pulled so hard that, with the tractor pinning its lower body down hard, the walker was torn in half at the waist. Everyone's face dropped in shock and disgust, and even with half of it missing the walker still tried to attack them. Lee pulled it to the side, allowing Mark enough room to bring down the axe and kill the beast. They had to move again as the tractor was rolling. Mark looked at his friend, "Lee, you alright?"

"I'm fine, let's just keep moving." The tractor kept on rolling until it hit the side of a silo, luckily this time they were only two steps from the fence. Lee got up and kicked it open, "Let's go!"

They followed Lee inside the fence and to safety, a few more arrows flew at them as they escaped. The man yelled at them as they ran, "You lucky sons of bitches, go ahead and run! We ain't going nowhere!"

Episode 2 Chapter 4: Punks with Bows and Arrows

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Episode 2 Chapter 4: Punks with Bows and Arrows
Written by: bobby ray
Proofread/Edited by: KJay

They continued to run until the front gate was in their sights. Doug did his best to keep up with the rest, but he couldn't stand up straight and his shoulder hurt like hell. From inside the fence Andy was first to spot them, and to notice something was very off. Danny saw this from the dining room window and made his way to the front door before Brenda could ask what was happening. Lee and Mark rushed through the fence, followed closely by Applejack and Doug. They tried to catch their breath, finally considering themselves momentarily safe. Andy reached them before they could fully calm down, "Guys, what's wrong?"

Applejack spoke up, "The fence came on, then some men in the woods attacked us while we were stuck outside. I think it was those bandits from earlier."

Lee summed it up for Andy, "It was a goddamn ambush out there!"

"Holy shit!" Danny reached the group and immediately noticed Doug's injury, "Are you ok?!"

"Bandits?! Here?!" Andy couldn't believe it, "On our property?!"

Brenda made her way outside, onto the porch while Andy was speaking. It took her seconds to see the arrow, "Oh, my Lord! What happened to you sweetheart?!"

Andy turned towards his mother, "It was those bastards in the woods, mama."

"Yeah..." Doug joined in, "I'll... be alright. It could have been worse."

Just as Doug tried to reassure them, a large group of people came down the drive. The rest of Lee's group, excluding Carley and Ben, made their way up the drive. Kenny waved at Lee and the others when they neared while giving his most formal greeting, "Hey, ya'll!"

Twilight was first to notice that something was wrong. Without warning she teleported near her friend to find him hurt. Although Applejack had told the St. John boys about Unicorns, this sudden appearance shocked them greatly. Twilight began to grow a mixture of worried, scared and hysterical as she looked at the piece of wood in Doug's shoulder, "Doug! Are you... what happened?!"

The others noticed what had Twilight so upset before they could question why she teleported. They ran towards their friends as Mark answered the mare, "He got shot with an arrow!"

Lilly was shocked, "Christ! Are you going to be ok?!"

"I'm fine, really." Doug tried again to reassure everyone.

This only worked to make Twilight more worried, and a tad bit more hysterical, "You're not fine, you're hurt! How did this even happen?!"

"Please calm down," Doug pleaded, "I'll be fine once we pull it out..."

Brenda came down and stopped him, "Oh no, honey, c'mon. Brenda's got you." She began to lead Doug towards the house, "C'mon inside now. We'll have you all sorted out." Katjaa followed them inside, walking next to Brenda. Twilight followed as well, wanting to make sure Doug was alright. The Dairy farmer began talking to them as they went up the hill and towards the house.

Larry approached Lee, Mark and Applejack. He did not look as angry as usual, although this would surely change, "What kind of shit is this?"

"We ran into some people on the way here," Lee began, "bandits, it seems. I think it was them who attacked us."

Mark nodded "Yeah, and thank god we were able to get away."

Rainbow went to Applejack, who looked in worse shape than when she left, "AJ, are you alright? You're not hurt are you?"

She put on the best act she could, "I'm fine, just wishin' I could say the same 'bout Doug."

"I can't believe these people attacked you." Rainbow said.

"They gave us a lot of problems back in the beginning," Andy informed her, as well as everyone else, "killed a bunch of our farmhand. We were able to get 'em to stop by making a deal with them."

Kenny was pissed, "You KNEW about these people?!"

Danny continued for his brother, ignoring Kenny for the moment, "Food for protection. Not like we had much of a choice, but they did stop hasslin' us."

"Goddamn it!" Larry let out in anger, "Carley said this place was locked down tight!"

Lee turned towards the brothers, "So much for your 'deal'.

"Those shitheads broke the agreement!" Andy told him, "I'm sorry, Lee. If we had any inklin' they were going to cause you guys trouble, we would have gone out there with you!" He turned towards everyone in Lee's group, "Listen, we may have had an agreement with those people, but we will NOT stand for this shit."

Danny agreed with him, "Ain't no way we're going to let those sons o' bitches get away with this."

"You know where these assholes are?" Kenny asked, this time receiving a proper answer.

Danny was the one to reply, "They're hard to pin down, but I think I know where at least ONE of their camps are." He turned towards Lee, "When you're ready to go scope out that bandit camp, come find us." Danny and Andy made their way off to the side to have their own private discussion.

"Bandits?" Lilly couldn't believe it, "Are you serious? This place isn't safe, we can't stay here."

"Not safe?!" Kenny asked her in moderate disbelief, "This place is a hell of a lot safer than that motor inn! I think all of us and our guns can handle a couple of punks with bows and arrows!" He made the inference that this was all they had due to Doug only being hit with an arrow. Kenny spoke to everyone now, "What we need to do is find a way to get our whole group out here to stay, take this place over if we have to."

Rainbow openly disagreed with this, "Whoa! We are not moving here and we are NOT taking anything over."

"The flying rat is right." Larry couldn't even agree with Rainbow without throwing in an insult, "These are nice people. Let's not do anything to get us thrown out, at least until we've eaten."

Lee stopped Rainbow before she could talk back to the rusty forklift, "Easy, we don't need to cause trouble here. I'm going to go out and help Dan deal with these bandits. You gu..."

"Can I go with you?" Rainbow asked, cutting him off.

"No, you can't." Lee answered plainly before turning back towards the whole group, "You guys should try to make friends with Andy and Brenda while I'm gone."

Larry commented immediately, "Well that should be easy. I got charm coming out of my ass."

Lilly, Mark and Rainbow all gave him the same disturbed look, "Yeah, that's... real charming, dad."

Lee took a quick head count while Larry had made his most fancy statement this month, something was off, "Where's Ben and Carley?"

"Since Carley and Ben ate some of the food on the way to get us, they volunteered to watch the motor inn until we get back." Lee was happy to hear this from Lilly. If Carley had seen Doug with that arrow in his shoulder...

Andy finished a conversation with Danny, one regarding Doug and his wound. He turned and noticed the two children with the new group, Andy made one finally announcement , "Hey kids, look what Lee got working for ya!" He pointed out the recently repaired swing.

Clementine grew exited, "A swing! I love swings! Just like at my tree house! Come on, Duck!" They both ran towards the new means of fun. Clementine stopped and spoke to her friend, "Thanks Lee! You're the best!" Lee and Rainbow both smiled as she followed Duck.

"Yeah!" Duck agreed as he got on the swing. After this everyone dispersed. Kenny and Applejack went over to Duck as the child sat himself down. Rainbow flew over and landed herself next to Clem, who watched as Duck had his turn. Andy and Danny made their way up the hill, on the porch, and inside the house. Lilly and Larry went towards a gazebo on the other edge of the yard.

Mark approached Lee, he seemed a bit worried, "Do you think it's a good idea to go looking for these bandits?"

"We haven't got much choice. Either we find them or they come back in force."

Though he was not so certain, Mark agreed, "Alright, then. Want me to go with you?"

"The more of us go, the more likely less will come back. Stay here and keep an eye out here."

He nodded his head, "If you say so." Mark went over towards the barn area and decided to stay around there for now.

Before he left, Lee decided it was best to talk with everyone. He went towards Kenny, who was pushing Duck on the swing as Applejack watched, "Hey guys." Lee greeted as he approached.

"Hey, Lee." Kenny greeted, "How you two doing? Ya didn't get hurt out there, did ya?" This question was directed towards both Lee and Applejack.

"We're fine, luckily." Applejack told him, "Coulda been a lot worse."

"How about you, Kenny?" Lee asked, "Did you all make get here easily?"

Kenny shook his head, "Yeah, barely. On the way here I was getting dizzy. My hands were shaking and I got cold sweats. I'm surprised that I didn't pass out. And Duck, well, let's just say he needs a proper meal soon and leave it at that."

"I'm sorry you're all so hungry." Applejack told him.

"Don't be. As long as these Dairy farmers are good on their word, then it shouldn't be an issue much longer."

Applejack could hear the gate to the picket fence open. She looked and saw Twilight going towards the barn, her head lower than normal. While Lee and Kenny began their own conversation, something involving Lilly, she quickly moved to intercept the Unicorn. Twilight stopped when Applejack caught up to her, "Everythin' alright?"

Twilight looked at her friend, she obviously was not sad or upset, "Yeah, I'm just worried about Doug."

"How's he doin'? He didn't look too bad." Applejack wasn't completely sure how bad his wound was. She'd only seen injuries that bad on a walker, and they didn't feel pain as far as she knew.

"I don't know. That woman Brenda, took him to a room on the second floor. He kept trying to tell me 'It's alright, it's not so bad.' And then those other two came into the house and asked me to leave, said that Doug needed to rest without anyone other than 'Mama' seeing him."

Applejack glanced at the house, Twilight was the only one who had left it so far, "Then why is Katjaa still inside?" She looked back at Twilight.

"I heard Brenda talking to her as I left. She was telling her about their cow... or... something." Twilight closely examined Applejack as she wrapped up her statement. She was a mess compared to the way she looked back at the motel. Their was nothing in particular, it was just her overall appearance that looked off. She hadn't even noticed since Doug had been the one actually hurt, "Are you alright Applejack? You don't..."

"I'm fine." Her voice held a little hint of anger, "Everybody needs ta just stop askin'."

Twilight got closer to her, "If people are asking about your well being the least you can do is tell them the truth."

Applejack just pushed farther away, "The truth is I was fine 'til ya brought this up." She was clearly irritated, "Nobody here has any right ta ask questions just 'cause I'm actin' different."

"AJ, if anyone has a right to ask it's those who take the time to ask. If something is wrong then please tell me."

She stayed back for some time longer. Twilight kept a calm, welcoming look on her face as Applejack thought. Eventually she caved, "There was a... problem on the way here."

Twilight smiled, happy that Applejack was willing to talk, "What happened?"

"We came across two of those bandits, one of 'em murdered the other." She said plainly, no hesitation.

"O-oh." Twilight immediately felt like a jackass for the smile she had glued on her face, which quickly went away.

"He didn't even think twice." She continued, "He had a gun, like the one Hershel had, and he just..." She trailed off. Applejack had no fondness for the bandits, especially after what they did to Doug. However, murder was wrong in her eyes no matter who is on the pointy end of the dagger. The only killer she forgave was Lee: that is because he's a good man, is very protective of those he cared about, and Applejack knew he felt horrible about it.

See began to look worse, "I'm sorry you saw that Applejack. I promise I'll get us home as soon as possible." Twilight tried to get closer, Applejack didn't budge from her receded state. She continued to say whatever she could to try and comfort her.

------------------------------------------------------------------------

"How are you both doing?" Lee finished his conversation with Kenny and decided to talk with Clementine and Rainbow.

"Good." Clem answered.

"We're fine. How about you guys, is anybody else hurt?"

Lee told her what he believed to be the full truth, "Don't worry, we're fine. Doug should be well soon enough." He turned to Clementine, "So how do you like the swing, Clem?"

"I haven't gotten to use it yet. Could you push me on it?"

Lee nodded his head, "Sure, happy to push you on the swing." He looked at Kenny, who was still pushing Duck, "Mind if Clementine takes a turn?"

Kenny had no problem with that. He looked down at Duck, ceasing to push on the ropes, "Alright, Duck. Let Clementine have a try for a bit."

Duck reluctantly responded, "...Okay." He jumped off the swing, the way he did it made it look like he had jumped from a much greater height. Duck sat himself down on a nearby tree stump while Kenny stood next to him.

Clementine sat on the swing and waited for Lee, Rainbow laid herself next to her. Lee got behind the swing and began to push it. He didn't make it go as high as Kenny was, since this was Clementine on the seat and not a walking truck's worth of sugar. As he continued Lee decided to make conversation with Clementine, "So how are you holding up?"

"I'm ok I guess. Are you ok?" She was fully aware that Rainbow already asked this, but she still felt it was only right to make sure.

"Yeah, I'm just worried about Doug is all."

"Are you sure Doug is going to be alright?" Rainbow asked, "He didn't look good."

"Trust me, he got lucky. Doug may not seem it, but I think he's tough enough to get through this."

Clem asked another question as Lee pushed, "Are you going to find the people who hurt Doug?"

"We have to make sure they don't hurt anyone else."

"Be careful, I want you to stay lucky, too."

"Ever since I met you I've had good luck, so don't worry."

Rainbow looked at him, "Why don't you want me to go with you to find these people?"

"Because I don't want you out there. Me and Danny are only scouting them out, so the less people go the easier it'll be." Before she could attempt an argument over it, Lee changed the subject, "So what do you both think of the dairy?"

"It's pretty," Clementine answered, "It reminds me of how things used to look before."

Rainbow just let it be for now, "Yeah, it looks really nice here."

Clementine began to think more about how things used to be. Her parents taking time away from their work to play a game with her, the friends she had at school, all of the nice people who lived in their part of town. She asked her two friends another question, "Do you think things will ever get back to how they were?"

"Yes." Rainbow answered instantly, "Just because things are bad now doesn't mean they'll stay this way. It may be tomorrow, it may be many months from now, but sooner or later things are bound to get better." She was firm in her belief that this wasn't going to last forever, ever since Kenny told her what was going on.

Lee gave her an approving look, "It's good to know a lot of us have been able to keep hope."

"Why shouldn't we? Today we found other people who have enough food to feed all of you! I think that is a good sign that things will turn out better than we expect."

"I hope it does." Clem said as the swing went forward.

"Me, too."

"It will." Dash assured them, "And as for now, we're safe."

"As long as those bad people don't get me too," Clem gave them another question, "right?"

Rainbow looked at her, a protective glare on her face, "As long as I'm around, none of them will get the chance."

"We won't let what happened to Doug happen to you." Lee added.

Clementine looked at them, "Promise?"

"I promise." Lee answered for them both. He soon stopped pushing the ropes, "Alright, Clem, that's enough for now."

"Okay," She said as she got down, "thanks for pushing me."

"Of course." Lee turned towards Kenny and Duck, who still waited at the tree stump, "It's all yours!"

Duck jumped off the stump and ran towards the swing, "Yeah!!"

Kenny smiled as he walked, "Okay, Duck, don't pop a gasket." Clementine and Rainbow went back to the spot they were at before, Lee decided to go talk to Lilly before he left. Rainbow followed the swing with her eyes as Kenny began to push Duck forward, and as the swing came back, and so on with that pattern.

Twilight came over and was greeted by Clem, "Hi Twilight!"

"Hello, Clementine." Twilight smiled at the young girl. Clementine was friends with Rainbow Dash, and spent most of her time with her and Lee when they were around. However, Clementine loved all three of the ponies overall and they three enjoyed her company. Sadly for Twilight she wasn't able to talk with Clem right now, she had come over here for a reason, "Hey, Dash."

Rainbow had already noticed Twilight approach, "Hey Twi, you happy to finally get some time away from that machine?"

"I work on that machine all the time so that we can get home as soon as possible, Rainbow Dash." She kept herself from getting too wound up, "The only reason I left the Motor Inn is because I was afraid that something had happened, and something did."

"Twilight, I know. But you work on that thing every waking hour and I think that you deserve a break, that's all." She approached the Unicorn, "Anyway, what's up?"

"I need your help with Applejack for a moment. She isn't doing so well."

Rainbow looked past Twilight, where Applejack was just sitting down and looking at nothing in particular. She soon gave Twilight her attention again, "What's wrong?"

Twilight looked at Clementine briefly. She motioned for Rainbow to follow her, and lead her a few feet away from the young girl. They both stopped and Twilight whispered to her, "You know about the bandits, right?" Rainbow nodded, "They ran into two of them on the way here. They were arguing or something and didn't notice them. While AJ was watching one of them..." It was hard for her to say the word alone, "...killed the other, and it was nothing like when Lee or Kenny deal with a walker."

Dash refused to believe that Applejack, of all three of them, was the one to let something such as this get to her. She looked at the orange mare again, who now had her eyes on a few blades of grass. All three of them had already experienced more than they should have in their time here. Sadly, however, Applejack had gotten the worst of it. Rainbow turned back to Twi, "Seriously?" She couldn't decide what else to say.

Twi nodded her head in place of a yes, "Would you mind talking with her, I can't seem to get through."

"Yeah, no problem." She turned towards Clem briefly, "I'll see you later. Got something to take care of." Clementine said her momentary goodbye as Rainbow and Twilight approached Applejack. Dash greeted her friend as she got close, "Hey there, AJ."

She kept looking at whatever she could focus on for a second, "Hey Dash." No attempt at pushing emotion into her voice was made. Applejack was worse now than before because she had come to focus solely on the image in her head. The whole scene acted out, AJ couldn't help but focus on the heartless brutality the bandit showed to his fellow human. He went so far as to desecrate the mans corpse by filling it with more buck shots.

Rainbow got closer to her, "Listen, Applej..."

"You're sorry I saw what I did, you wish I hadn't, not everything in this world is like that and we'll be home soon." She pulled away from the replaying slide show in her mind to look at her cyan friend, "Twi already said those, just so ya know."

Applejack looked at the ground, her two friends shared a concerned look. Twilight decided to take another crack at it, "It's really nice here, AJ. Doesn't it remind you of home?"

"I'm tryin' not ta think of Sweet Apple Acres too much."

"Well it's still really nice here," Rainbow rejoined, "and unless I'm mistaken there's some hay near the barn. Bet if we ask they'd let us have some."

"Not hungry." Twi was really beginning to worry.

"If you want I could take you back to the Motor Inn," Twilight offered "maybe you'll feel better being there."

"That wont change a thing." Dash was thrown off by this. She was confused not at what she said but the way she said it, for some reason it worried her.

Rainbow decided to ask about something said previous that also peaked her curiosity, "Why don't you want to think about home?"

"'Cause I'm startin' ta doubt that we'll get home, and even if we do there's no way ta reverse all the horrible things that'll continue ta destroy everything here.

Twilight was shocked at Applejack's words, while Rainbow responded with conviction, "Hey! We're going to get home and everything here will end out alright for everyone!"

"Rainbow..." Twilight knew this was the worst time to get angry at AJ, but wasn't able to stop her friend from continuing.

"No, Twi! She needs to hear this!" Dash turned back towards Applejack, who still didn't give them a second glance, "What you saw was horrible; and I do, with all my heart, wish you hadn't seen it. I would rather have had myself see it with my own two eyes instead of you. But no matter what you see, it gives you NO reason to think like that!" Rainbow's own feelings and bull-headed behavior had hold of her. It was truly amazing that she didn't yell, "Nobody should ever talk that way! How do you think Applebloom would take it, WHEN we get home, if you were acting like that? Huh?!" Applejack looked at the ground opposite of Rainbow, her head drooping down.

Twilight tried again, "Rainbow, please..."

Dash continued, ignoring her completely this time, "I know that this isn't all that's got you, isn't it?! I don't know what exactly happened with that woman, but you shouldn't beat yourself up over it! And these bandits may be harming themselves, but if they've done what these people say they did then they don't deserve your sympathy! Now I know you too well, AJ! Why would you let something make you act like this?!"

Applejack had let go of the image and allowed herself to hear all of what Dash had said. She turned towards Dash, her eyes watering and her voice breaking, "Because if that's what they do ta each other, then what's ta stop 'em from doin' worse to everyone here I care 'bout, and Larry?" Applejack gripped Rainbow in a hug and let a few tears roll down, "I'm sorry, Rainbow, I know that this is no way ta act. But sometimes this all gets ta be too much fer me ta handle, and I can't let it all out 'cause everything is already bad fer everyone else. Why should I complain when this isn't my home going through this mess, when I haven't lost any of my friends, and I'm not the one starving? I just..." She couldn't finish.

Rainbow felt terrible for getting mad at Applejack, but it was the best thing anyone could have done to help her. This was the first time she had been able to get that all off her chest. If Rainbow hadn't have pushed her about it then she would have just allowed it to build up, flourish and slowly eat her up. Rainbow slowly returned the hug and let Applejack know she was still sorry for what she'd said to her. Twilight let what had been said slide as she watched her best friends get their problems far behind them.

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"Think our little arrangement with them was a good idea?" Lee asked Lilly, nearing the end of their conversation.

"Little late to be asking that now," Larry, again, welcomed himself into the discussion, "don't ya think?"

Lilly nodded, "Dad's right. Let's just wait for dinner and if Doug is feeling well afterward, we leave." Lilly was one of the few people here, at this moment, who didn't fully trust the farmers, "I don't want to push our luck here." If food wasn't the issue she probably would have never sent Lee and the others here in the first place.

Larry protested, "Now, now, let's not be hasty."

"I'm going to go check things out." Lee said, deciding there was nothing else to discuss.

"Just don't get too nosey." Lilly warned him, "These kinds of back woods people are usually pretty protective of their privacy."

"Yeah," Larry butted in once more, "and we don't need you poking your nose where it don't belong and getting us thrown out on our asses."

Lee went to leave, then something else came across his mind. He fought with himself for some seconds about whether or not he should bring it up, "Actually Lilly, I need to talk with you in private for a second."

Lilly gave him a questioning look, "Alright?" She followed Lee off of the gazebo, they didn't stop until a distance away from her father,

He turned towards Lilly. She had a growing hunch about what Lee wanted to speak of, "It's been three months, your dad still treats me like I'm some kind of asshole."

"It seems to me like he has more of a problem with Rainbow Dash than you." Lilly pointed out, "She's the one he's always fighting with."

"That's only because Larry keeps pushing her around. And it's not just me and Dash, it's like he hates almost everyone he meets."

"Yeah, well, don't expect that to change." She told Lee, giving to him the honest truth, "That's just how he is."

Though it was not his place to ask, Lee wanted to know, "Does he treat you like that too?"

Lilly actually didn't blame Lee for asking about that. Still, she had to set him straight, "Look. My dad can be an ass sometimes, I know that. But he's not a bad guy. He just..." Lilly trailed off for a moment, thrown off by the subject, "He's got a lot of pain. He's been through so much. And lost... Pretty much everything." This was a first for Lee. It wasn't at all a shock that Larry had lost everything, Lee did too and so did many other people. Lilly continued, "And it's hardened him, you know? Yeah he's bitter and hateful but that's all just to protect himself, and me."

"All he's got left in the world is me. And that goes both ways." She started getting emotional, nowhere near being fully noticeable, "So yeah, he's probably going to keep treating most people like crap, but that's because he still has one thing left to care about. So don't judge him. And don't judge me for sticking by him. He's my dad, and I love him." She went back to the spot she was standing at before. Lee took some time to think about what had been said before he made his way to the house. Lilly stood their, leaning on the wooden frame of the gazebo and over looking the corn field outside the fence. She gazed over at her father, sitting just a few feet away. He was doing pretty much nothing besides looking around, observing the peaceful landscape. After thinking over her own words Lilly decided to say four more, "I love you, dad."

Larry, caught off guard, looked over at his daughter. Her voice was more noticeably breaking and she was repressing a small tear. Larry knew well enough that he still had the love of his daughter. But she hadn't said in a long time, longer ago than this mess. Larry used the first response that came to him, "I love you too, pumpkin."

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Lee opened the side gate and entered the front yard. He would have gone straight up to the house had the ponies no caught his eye. Applejack and Rainbow Dash were hugging each other, by the looks of it one of them had been crying. He watched for a few seconds before the ponies realized they weren't alone and ended their moment. Lee immediately felt awkward, "I'm really sorry, girls. I was just..."

"Don't worry Lee." Applejack reassured him, "We were kinda keepin' that goin' a little too long." She turned towards Rainbow, a smile formed before any words did, "Thank you, Rainbow. I really needed that."

Rainbow still felt bad for getting mad, but decided it was better than whatever may have happened otherwise. Dash returned the smile, "You're welcome." They gave each other a quick, final hug and went off to do their thing.

After they left Lee approached Twilight. She was on the opposite side of her friends moment from him, "I'm guessing Rainbow made Applejack feel better."

She nodded, "Yeah, thank Celestia she did. I was really getting worried." She looked up at Lee, "So what are you up to?"

"Just about to talk with Danny. We're going to check out this bandit camp and see..."

Twilight stopped him, "What? You are actually going to LOOK for these people? Why? It'd be safer to just avoid them."

"They know where we are, Twilight. At the very least we should know the same about them. Allow us a better chance to fend them off next time."

"Well, just don't do anything stupid."

Lee smiled as he went towards the picket fence, "I'll try." He went up towards the house. Andy and Danny, taking a break from their work on dinner, were outside on the porch. They ended their discussion as Lee stopped near the porch, "Fellas."

Andy turned towards him, "How are ya feelin', Lee? I'm really sorry you almost got killed out there. We should have told you how dangerous it was."

Lee glared at him, "No shit."

"You saw what they did to your buddy." Danny said, "Nobody's safe here until we start to fight back."

He looked at the younger sibling, "How?"

"The two of us are going to go out and do some recon," Dan told him, "then we'll all mount up for some revenge."

Andy agreed, "Hell, yeah."

"Who the fuck are these people in the woods?" Lee had to ask.

"We don't know." Andy told him, "We think some of 'em used to work at the big box up the way."

"Save-Lots." Danny corrected him.

Andy recalled that to be right, "Yeah. Anyway, they're nutty as all hell. And get mad when they're hungry."

Dan looked at Lee, "So, are ya ready to head out there and find their camp?"

He nodded, "Yeah. It'll be a good opportunity to find out a bit more about what we're up against. Let's do it."

"I'll stay here and hold down the..." Andy stopped and looked past Lee, as did Danny.

Lee turned around, behind himself he discovered Rainbow, she was floating up at Lee's level. Before Lee could say anything she spoke, "I want to go, too."

"Rainbow, we already..." He tried to tell her again.

"I know you don't want me in danger, but I don't just want to sit here while you're out there with only him to watch you." She looked at Danny, "No offense."

"None taken."

Lee shook his head, "It's already too dangerous when we're just out hunting. These men are armed and won't think twice about using their weapons on you."

"I won't let them see me, and if they do you know how fast I am. They couldn't hit me even if they tried." She put her front hooves together, "Please, Lee, I want to help."

Danny spoke again, "We're only doing some reconnaissance for now, Lee. She wouldn't be in any more danger than usual."

Lee let himself think about it. Rainbow had proven how quiet and stealthy she can be multiple times, both around walkers and with pranks. He glanced at the Pegasus, who kept her pleading position and threw in enlarged eyes. Lee sighed in defeat, "Fine. But while we're out there you listen to what I tell you. Alright?"

"Got it!" Danny entered the house as Lee and Dash waited. He returned with two rifles, one he gave to Lee. Andy went back inside the house as the trio went down the hill. Rainbow flew over and waited by the main gate while Lee and Danny opened the picket fence.

Twilight, Clementine and Applejack all noticed as Lee opened the main gate. Twilight was the first to reach them, "Are you going with them, Rainbow?"

"Yeah, I'm just going to..."

"You never said anything about her coming with you." Twilight told Lee. Clementine and Applejack reached them by this point.

"I just told her she could a minute..."

Twilight went back to Rainbow, "You shouldn't go with them, Dash. Don't you know where they're going?"

"I'll be fine, Twilight. They're not going to let anything happen to me and I think I can handle myself."

She wanted to say more. Before she could an orange hoof rested itself on her shoulder, "Now Twi, ya can't keep her on a leash 'cause you want her safe. Rainbow can look after herself."

Twilight looked from Dash to her, then back to Dash. She didn't agree with her going and decided not to complain about it, "Please just be careful."

Rainbow snickered, "When have I ever not been careful?" Both Twilight and Applejack gave her a blank stare, "Okay don't answer that."

Clementine looked at her friends, who were both about to look for the bad people, "Please be lucky."

Lee turned to her, "We will." They left through the gate, Rainbow hovering next to Lee as they walked down the drive. Applejack and Clementine went back to their own thing once they were out of sight, but Twilight watched for a bit longer. She begged that Rainbow would be brought back safely, there was nobody for her to beg so she just begged in her head over and over. It was another five minutes before she closed the gate and went back into the yard.

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"Pinkie?" Rarity persisted, "Darling, are you alright? Could you please answer me?" She was outside Sugarcube Corner, and has been for the last eight or so minutes. With all her work at the Boutique, Rarity has not been able to spend much time with her friends lately. Or, at least, those who weren't missing. After some time Rarity, Pinkie Pie, Fluttershy, Spike and all their other friends started dealing with the situation in their own way. At least that's what Rarity hoped had happened. She was still very much worried about Twilight, Rainbow Dash and Applejack, but knew their was nothing she could do until Princess Celestia told her otherwise.

She brought her left hoof to the door again multiple times, "Listen, dear, I know you're probably upset but ponies have been saying they haven't seen you for days. Please come out, there's no need for you to be in there by yourself." The cakes were in Canterlot. Some kind of big food competition or something, Rarity didn't remember. They'd left almost a week ago and aren't expected back for a while.

No response, not a peep from inside. She went to knock again, "Nobody's home." Rarity knew the voice instantly. It was Pinkie, or almost Pinkie. She couldn't tell what it was but her friends voice was different. It was undoubtedly Pinkie, but she sounded... less hyperactive than usual.

Rarity got closer to the door, "Pinkie? It's me, Rarity. Would you please come out? I'd like to speak with you."

The response wasn't immediate, "I'm happy inside, thank you."

"How could you possibly be happy inside that dark building all by yourself?"

"I'm not."

Rarity was thrown off, "Darling, all the lights are off and the shop is closed. Who could you have in there with you?"

A silent pause, "Nobody, nobody's here." Rarity tried to speak up, "Fluttershy came by, I think she was looking for you. Find her, she'd love to see you right now. Not that I don't want to see you, I do, just not right now."

"Please, Pinkie. I just want to ask you something." Nothing, "Darling?" Silence, "Oh, fine." Rarity turned and left Sugarcube Corner. Pinkie watched from the window until she was gone, then went back upstairs.

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Lee lead the way through the woods. Rainbow flew next to him and Danny followed close behind. It had been between about an hour since they had gone out. Danny told Lee the general area he believed the camp to be in, they were close now. As they continued on Danny kept glancing to the sides for any small sign, "Either of you see anything?"

Rainbow flew just a little higher to get a better look. Lee said for her not to go too high so she can't be seen. She came back down, "Nothing yet."

"I know it's around here." Danny told them, "It's gotta be close." They soon stopped. On the ground laid a red and white can, opened and empty. Lee bent down and nudged the can with his rifle, causing it to roll. He caught a glimpse of the words 'Alphabet soup' on the can.

He got up and they began to spread out, knowing the camp must be very near. Lee went less then ten steps when he caught sight of something. It was red, thick and didn't belong. After getting closer he saw it was a tent, and when he got even closer a whole camp came into view, "Here!"

Rainbow and Danny gathered to Lee, they both saw what he did. Danny got excited, "Oh shit! You found it?!" Lee shushed him, then motioned for both of them to approach the camp. Lee and Rainbow stopped by one tree while Danny did the same by another. Lee looked through his rifles scope, brought it from left to right, nobody in sight. They crouched down and began sneaking up on the camp, even Rainbow kept her hooves on the ground. They all stopped behind different trees right outside the small clearing the camp was in. Lee looked around, getting a much better look at the entire spot. Danny turned to him, "You see anybody?"

Lee kept looking over the entire camp, which was extremely small with one tent. He didn't see anyone for sure. Still, better to stay vigilant, "Can't tell."

Danny was first to enter the camp. He turned towards the others, "Watch my back. I'm gonna check out the tent." Lee and Rainbow hung back as Dan neared the tent. It was the only one in the camp; besides it there were some tables with junk on them, a small fireplace with a kettle, and other random garbage lying around. Danny used his rifle to move the flap and poke his head inside, finding nobody. Disappointed, he pulled himself out, "Clear." Danny looked at Rainbow and Lee, "This camp's too small. It can't be their main base."

"Yeah," Rainbow agreed, "I was expecting to see a bunch of guys here."

"We'd better take a look around anyway." Danny told them, "There's probably some shit around here they stole from us." He began checking around himself. Rainbow flew over to one of the tables, it held mostly items you would normally find in a kitchen.

Lee moved to a different table, one which had many brown boxes lying on it. He started shuffling the brown cubes around, "What's it you got, Lee?" Rainbow turned to ask.

"Empty boxes. Their all from Save-Lots."

"The first few days," Danny started, "they told folks to gather to the Save-Lots down by the interstate. Anything at all worth taking?"

Something caught Lee's eye before he could answer. He moved a Save-Lots box to discover several more from elsewhere, "Boxes from the Dairy here."

This grabbed Danny's attention, "Prob'ly the food we've been given' 'em. Fuckers crossed the line." Lee continued to check the table. All he found was more empty boxes behind others.

They checked the entire camp, turning up little more of interest. Eventually Dash made her way around to the third table. All this had was two wooden boxes, along with an odd assortment of useless stuff. As she searched the table Lee opened up the kennel: nothing inside but water. Dash soon found something, "What is this?"

Lee moved over to her. She had a small, silver, rectangle shaped object in her mouth. He grabbed the silver device and held it in his hands, "It's a video camera."

Danny began to move over to them as Lee started pressing the buttons, "Lemme see that."

"Battery's dead, though." Lee told her, "So it won't work."

"Oh." Dan stopped, "Good." He turned and went towards the table Lee had first searched, "What else they got over here? Let's see if we can find anything useful and then get a move on." Lee looked at the camera another second, then put it in his back pocket. Dash went to check the contents of the tent as Lee did another sweep, "I see you handle that gun I lent ya pretty well." Danny complimented Lee from the other side of his table, "You a hunter?"

"No, but Lilly keeps us all on a regular training schedule."

"Lilly, huh?" Danny thought back to what Lee had said a while ago, "It seems like SHE'S running this 'democracy' of yours."

Lee began to regret saying that as he continued, "Hey Lee." Rainbow called from the tent, "There's some stuff in here you may want to see." He went to the tent. Dash moved so Lee could kneel down next to her in the tents opening, he laid the rifle down. Inside there were two sleeping bags, one smaller than the others, a bloody stuffed bunny and a photograph.

He shook his head, "Jesus... there's a kid mixed up in this?"

Danny looked over at them, after remembering what he'd seen inside that tent, "WAS, more like."

Rainbow couldn't think of a child in this mess, especially since the first child which came to mind was Clementine. Lee picked up the picture to examine it. It was of two people, a woman and a young girl. The girl looked to be between seven and eleven. Dash caught a glance at the picture too, and shuddered at what the inside of this tent signaled. Lee set the photo down slowly and respectfully. The adult sized sleeping bag caught both of their eyes, at the end something was underneath causing a nice lump to form. Lee moved the cover of the bag to see what it was. Rainbow and Lee were both puzzled by the hat just laying there, she grabbed it up and turned it around to see the front. Both of their eyes grew wide as they stared at Clementine's hat, "... The hell?"

"Don't either of you fucking move!" A voice from behind ordered them. They turned to discover a woman, the same woman from the photo, was six feet away from them with a crossbow in her hands.

Dan raised his rifle, "Shit!"

"PUT YOUR DAMN GUNS DOWN!" she ordered, aiming her weapon at them. Lee grabbed his gun and aimed it at the woman as she went to speak again. Rainbow stayed to the ground, moving only so many inches out of the tent as she kept her eye on the woman, "I ain't going back. You tell 'em Jolene ain't goin' back!"

"Hey! We had a deal! No shooting as long as we gave you food!" Danny told Jolene, "What the fuck happened?"

"You had a deal with THEM." She told him, "I ain't THEM." Jolene looked at the Dairy farmer, "Oh..." a small laugh escaped, "I know you. I know what you are," Danny tensed up as she spoke, "and I know what you do."

"You don't know me!"

She continued, "Steal my shit! Steal EVERYTHING from me!"

"We had a deal!" Danny continued, "You people broke it first!"

Rainbow looked at Jolene, "Why are you alone? What happened to the little girl?"

"That's a hell of a question, missy." With her state of mind, the pony wasn't a shock at all, "They told me I'd be safe with them... Men who lived here." Her voice slided from crazy to emotional, "But it weren't safe. Not for me, and not for my girl. They didn't treat her nice. Not at all. They took her away, into the woods. Wouldn't tell me where." The further Jolene went into her story, the more Rainbow felt bad for the crazed woman, "And I begged 'em. Every way I could think. They just laughed..." She let a laugh out herself, her tone dramatically reversing back to what it was, "So I killed 'em. And I'm staying here 'til she comes back to me. One way or another... She'll come back."

"Now maybe you didn't hear me last time..." She went back to the previous topic, "When I asked you sweet... Put your damn guns down!" Lee and Danny kept their fingers close to the triggers, "You think I won't kill you? I'm gonna take this here crossbow, and put a nice sharp arrow right through your eyeball." She kept the bow trained on Lee for the most part, "And into your goddamn brain."

Rainbow tensed up, not willing to let anyone hurt Lee. He saw this, "Don't, Dash..."

Jolene looked at him, "Don't pretend you don't want her to hurt me, you two probably'd do much worse. You're not men... You're monsters. All men are monsters. Take what they want and then destroy it all! Take a can of beans, take a little girl... It's all the fucking same to you!"

Lee motioned towards the cap on Rainbow's hoof, "Where did you get this hat?"

"The little girl." She said plainly.

Dash practically snarled, "You STOLE this hat from Clem!"

Jolene shrugged, "So what if I did? You two stole her from ME!!!"

Danny looked at them questioningly, they were more puzzled than him. Lee turned back to her, "What the hell are you talking about?"

"You know what?" Jolene asked, "I changed my mind... I'm putting this arrow right through your BALLS. Yeah! Right through. String 'em up on that tree." She motioned to a tree to her left. Dash and Lee were fairly disgusted by this threat, "Then I'm a head down to that farm, and shoot every goddamn person I see."

Rainbow shared a threat of her own, "If you fire that thing, you won't get a chance to do it again."

"You think you could take me down? Like any of you could kill me. They couldn't kill me. They tried. Killin' everywhere. Take all the dead folks you want, we'll make more!" She aimed the crossbow at Lee, not yet ready to fire. She spoke next to Danny, "Go on, tell 'em, boy! Tell them what you got in mind for--" A rifle went off and Jolene stumbled. Danny had the scope to his eye as his finger eased back off of the trigger. Jolene died from the bullet in her skull and fell, face first, to the ground.

Lee and Rainbow were shocked. They turned to Danny, who lowered his gun, "God dammit!"

Rainbow looked back to Jolene, "You just... killed her!"

"Well what else do you expect me to do? She had a crossbow pointed at us!" Lee looked at the dead woman. She was crazy, yes, but they could have avoided that. Especially in front of Rainbow. He sighed. Danny looked at her as well, "It's a clean shot though... right through the forehead. That's good shootin' right there. Still, what a waste."

Dash kept herself as cool as she could, trying to avoid looking at Danny or the woman right now. Lee turned again to Dan, "So that's it? We head back?"

"If they ain't here, I don't know where they are. And it ain't a good idea to go tromping through the woods looking for them. So, yeah, we head back." He came out from behind the table and kept walking, "Once they see this... they'll get the message." Dan stopped next to Jolene. He reached down and grabbed her crossbow, taking a moment to examine it. He looked to the others, "C'mon." He took his weapon in one hand and carried Jolene's in the other. Lee and Rainbow followed him out of the camp, Dash flew up to get away from the dead woman. Lee took one look back at Jolene before continuing on back to the Dairy.

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Twilight kept thinking about Doug. She sat next to the picket gate and glanced at the house repeatedly. It just didn't feel right, waiting out here while he was injured. Brenda said he was in good hands, and had little reason to doubt that, but Twilight knew some magic that could help much more. After taking deep consideration, Twilight teleported herself up to the porch and made her way inside. Her friends safety was more important than honoring these peoples minor requests. 'Besides, it's not like they're hiding something.' she thought to herself.

Episode 2 Chapter 5: Secrets

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Episode 2 Chapter 5: Secrets
Written by:bobby ray
Proofread/Edited by: KJay

Danny opened the gate and went onto the front yard, Lee closed the gate behind himself. Rainbow flew over it then returned to Lee's level. Danny, carrying his rifle in one hand with the crazy woman's crossbow hanging from the back of his belt, stopped near the picket fence. He turned towards Lee and Rainbow, "Man, that was a hell of a ride, huh?"

Neither of them wanted that to be the first words to come out of his mouth. Lee tossed his rifle to its owner, "Jesus, Danny."

He caught the rifle and looked strangely at Lee, "What? You're not going soft on 'em, are ya? Not after what they did to your friend."

Rainbow flew closer to him, "You had absolutely NO reason to kill that woman!"

Danny got closer to Dash, giving her a rather odd look, "I had more reason than you'd care to realize."

"What?" A small chill ran through her and she didn't understand why.

"You're back!" Brenda sat on the steps to her porch, overwatching the Dairy while dinner was cooking. She didn't need to check on the food until it was done, which would be soon enough, so she decided to get some fresh air. Rainbow let herself forget about Dan as she looked at the middle aged woman, who rose to her feet, "What happened?"

Danny looked up as well to answer, "Handled it, Mama!" He walked over to the tree stump to grab a seat. Clementine and Duck were no longer over there; in fact nobody else was within this part of the fence at all.

Lee and Rainbow went up the hill, to the house. Brenda sat back down and let out a silent sigh, "This isn't what Terry would've wanted..."

"Who's Terry?" Rainbow asked, reaching Brenda seconds before Lee.

She looked up at the floating Pegasus, "My husband." Brenda looked back down, "Miss him every day."

"Then screw it up for everybody then, why don't you?" Lilly demanded, they turned to see her in the section of fence in front of the barn. She was speaking to Kenny, the irritated expressions they get when they argue was already there.

"Oh calm down, princess." Kenny turned and walked towards the barn, "We'll do it ourselves." Lilly watched him walk away, disapproval in her eyes. She returned to her spot at the gazebo once he was inside.

Lee looked back at Brenda, "What's going on with them?"

"Dunno." Brenda told him, "Squablin', looks like. Lotta tension with ya'll huh?"

'She has no idea.' Rainbow thought to herself. She quickly remembered every fight she'd had with Larry; to say this list was short would be like saying walkers just want to be your friend. Dash put a hoof behind her head, a half grin formed, "Yeah, a little bit."

Lee looked at her, "'A little bit'? Try every day."

Brenda smiled, "Nobody can go long without food and get along nice. We'll get that fixed shortly!"

"Well, I haven't actually been starving at all. Me and my friends have been well fed for the last three months."

"Oh I know, your friend Applejack told me while ya'll were gone. It's very fortunate that you can eat grass, but ta eat it alone for three months..."

Rainbow nodded, "Yeah, it is kinda getting dull."

"You know," Lee remembered something Rainbow had said earlier, "They can eat hay, too."

"I suspected they did." Brenda went back to Dash, "How about for dinner I let you and your friends have some hay. How'es that sound?"

She took a second, "That sounds nice. Could we have those as sandwiches, instead of just hay?"

"Sure, if that's how ya like it. Feel free to join us inside whenever dinners ready." She took a quick look at the sky, determining what time it was, "Well, I wont keep you two any longer. You probably got some business ya want ta take care of."

"Alright, see you soon." They went back down the hill. Once they were outside the little white fence, Lee gave Rainbow a look, "'A little bit?"

Rainbow lightly pushed Lee's shoulder, "Oh shut up. It's not like I lied about something important." She looked around, "So where is everyone?"

"In the barn."

"How can you tell?"

"The door's open." She turned in time to see Clementine approach the door, she was inside the barn. She waved to Lee and Dash when she saw them, then closed the barn door.

Rainbow grabbed Clem's hat from Lee, "We should give this to her. It's weird seeing her without it."

Lee stopped her, "Not yet. I want to talk to Lilly first."

She looked at him for a moment, "You WANT to talk with Lilly?"

"I only have to ask her something. And I don't hate her like some of us."

"I don't hate her either," She told him, "just her dad."

Lee began walking, "Just c'mon." Rainbow followed Lee, reluctantly, over to Lilly and her dad. Lee was first to greet when they got close, "Lilly."

She looked at him, "Lee."

Rainbow looked at Larry, "Ape."

He barely raised his head to see her, "Rat."

Lilly ignored the petty names her father and the Pegasus exchanged, "So how did it go out there? Did you guys find those people who shot Doug, or..."

"We found this woman up in the woods." Lee told her, "She was talking all crazy and had a crossbow... So Danny killed her."

Lilly starred at Lee, "Holy shit! Was she one of those bandits?"

"No." Rainbow answered, "Not if what she said was true. It was weird, though, it sounded like there was something she knew that we didn't. And then..." She trailed off, preffering not to repeat mentioning what Danny had done.

"I don't like this, not at all. We should head back to the Motor Inn as soon as we can. At least there we know what to expect."

"We aren't staying here for long, Lilly." Lee made sure she knew.

Larry's full attention was found, "Says who?"

"Says me." Rainbow glarred at him, "And Lee, and Applejack, and Twilight. Want me to name everyone else?"

"Last time I checked, decisions like that weren't being made by stray dogs." Rainbow lit up fast.

Lee stood between them, stopping anything else from starting. He looked at Rainbow, "Why don't you wait by the barn?"

"But..."

"We can't start something here." He whispered, "This is someone else's home."

Rainbow was pretty much red with hatred for that old bastard. Sometimes she just wanted to drop something heavy on his head, like a brick or something. She flew over to the barn to wait for Lee, "Thanks." Lilly said the second she was out of ear shot, "We really can't afford a fight here."

"Just remember, Lilly." He turned back around to both of them, "She isn't the one who always starts the fights." He eyed Larry for a second, who didn't give a damn. Lee looked at Lilly once again, "So what were you and Kenny arguing about when we got back?"

"He's losing it, Lee. He came over here saying that he, Mark and Applejack found something off in the barn. Kept saying these people were hiding something..."

"I hope you told them to stick their nose up their asses if they're sniffing around for something funny." Larry told her, "We are guests here, and we can't have them overstaying our welcome more than we already have."

Lee had all he wanted, "I'll see you two later."

"Hope not." Larry's finest farewell.

Rainbow was floating right next to the barn door. She noticed Lee as he got close, "I don't like letting Larry have the final insult, you know that."

"I couldn't risk letting it escalate past name calling. Plus you need to learn when to walk away."

"Learn, huh?" Rainbow let out a smirk, "You also know how little I pay attention to lessons. Anyway, ready to head inside?"

"Sure." Rainbow moved over so Lee could open the barn door. He paused, thinking about something, then turned to Dash, "Rainbow, do you get the feeling something weird is going on here? Something off?"

She looked around for a second and thought about it. Her eyes caught sight of Danny, still sitting on the tree stump. He was strocking his rifle, almost petting it, and on the way to the camp Rainbow heard him call it 'Charlotte'. She answered Lee, "Yeah. Since we left that camp something's felt wrong."

Lee took his hands off the door, "Are you okay?"

Rainbow took a moment to figure out where this one came from, "Lee, I am fully disgusted by what Danny did, but I'm fine. I know how Applejack was acting, and she had every right to feel that way with what she's seen. Neither of us are going to let anything get to us like that from now on, I've made sure of that. Now let's head inside."

Lee felt good knowing this. He slid the door open and both of them went inside. The inside of the barn seemed smaller than it looked outside, probably because part of it was sealed off by a wall and a double door. Katjaa sat on a stool next to the cow who was near the entrance. She kept an eye on the cow and the two children who were interested in it: Clementine stood closer to the door, while Duck sat closer to Andy. Andy sat on a wooden chair, whose back was to a stall, watching over everyone inside the barn. Kenny, Mark and Applejack were all spread out throughout the barn, acting like they were just checking things out.

Duck and Clem watched the cow with intense interest, even though it was just laying there. Soon the cow lifted her head up, shaking out the fly that had rested inside her ear, making both kids grin. Clementine went to pet the cow, but she was hesitant, "It's okay, Clementine," Katjaa reassured her, "you can pet her."

Clem turned to Rainbow and Lee, whom she heard enter moments ago, wanting to confirm it was alright. Lee smiled, "It's okay, go ahead."

She slowly took a step closer to the cow. Clem put her hand on top of the cows head and began petting, "Woah..." Rainbow truly enjoyed Clementine's fasination in such things. Back at Hershal's farm, Clem had asked Rainbow if she could pet her. At the time, it seemed like an odd request, but now it made much more sense. Clem continued to pet for a few more seconds, "Katjaa says Maybelle could have her baby tonight!"

Katjaa quickly inspected Maybelle again, "We'll see, Clementine."

A big, concrete block to Duck's right caught Lee's eye. He walked over and inspected it closer, "What's this thing?"

Duck turned his head to look at him, "Daddy says it's called a salt lick."

"Yeah, but don't lick it," Clementine warned, "it's gross."

Rainbow, who hid Clem's hat behind her back for the moment, looked at her, a grin plastered on, "Did you lick that thing?"

She stared blankly at the floating mare for two seconds, "I don't know..."

Lee and Rainbow were cracking up on the inside. After little time Rainbow nodded to Lee, they both approached Clementine, "Hey, Clem. Got something for you." She lowered herself down and removed her hoof from behind her back.

Clementine lit up when she saw it, "My hat! You found it!" She grabbed it and placed it on her head, where it rightfully belonged, "I knew you'd find it, you promised you would!"

Rainbow lowered herself all the way to the floor. She looked Clementine in the eyes, "Clem, listen to me please. Did you give your hat to anybody? Anybody at all?"

She shook her head, "No."

"Did you see any strangers around the Motor Inn who might have taken it?" Lee threw in.

"No. Why?"

Lee got to his knee, "It's probably nothing. Just let me or Dash know if anything like that ever happens."

"Okay, I will. Thank you both for finding my hat." One thought lead to another, and almost immediately a question formed, "Hey, Lee. Do you think you'll ever have kids?"

Lee was momentarily reminded of something, something he didn't want to think about. He immediately dismissed it, "I'd like to someday. Maybe a little girl, like you."

"You'd make an awesome dad, Lee." Rainbow told him, "I have no doubt on that."

"Thank you." Lee got off his knee.

Before he could say something else, Clem asked one more question, "Do you want to pet the cow with me, Lee?"

He shook his head slightly, "Nah, I have some things I have to take care of right now."

Rainbow looked up at Lee, "I'll stay with her, Lee. You do whatever it is you have to."

"Alright, I'll see you girls later." He turned and walked off.

Not two seconds after Lee left, Duck sniffed the air, "Ah, it smells funny in here."

Clem looked at him, "... Like doo-dee!"

Duck laughed at the word, and Clementine giggled as well. Katjaa looked at them both, "Kids!" Duck immediately went silent. Rainbow enjoyed the small ordeal.

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Lee took time to check the entire barn, first up was the stalls where all the cows used to stay. There was six total; three on each side of the barn, going from the end of the barn almost three-fourths the way to the front wall. The first three he checked were empty exept for the feeding troughs in each. The fourth had a hay bale in it as well, laying in the center of the cubed space. Duck had noticed Lee checking out the stall, and snuck up behind him to see what was inside. He instantly saw the bale, "I wanna play on the hay!"

Lee glanced at Kenny's boy, "Just stick close to your mom for now."

Duck slouched his shoulders and pouted. He stumbled back to where he was, "Okay." Lee left the stall soon after and made his way to the fifth stall, the one right next door. Inside he found another trough and a large stack of Dairy boxes. Lee searched through some of the top boxes, each and every one empty. He left that stall finding nothing of interest.

The final stall, opposite of the previous one, was a slightly different story. Inside was another feeding trough, surprise, and a wheelbarrow. Inside it was a sufficiently large pile of clothing, all of different sizes. Lee inspected the pile closely, "Looks like a bunch of old, dirty clothes." He smelled the air deeply, "Oh! Smells pretty foul."

He was intrigued by the near moldy clothing, but had no real reason to get suspicious over it at the moment. Lee left the stall without further reason to stay. The only part of the barn he had left to search was the back, behind the double doors. Lee stopped as he brought his hand closer to the door; a rusty looking, metal padlock had the doors closed up tight. As Lee began thinking of the reasons why this door was locked, he heard Mark not far behind him, "See? I told you Lee would find it, too."

He turned to see Applejack, Kenny and Mark just three feet away from him. They approached, Applejack spoke before Lee could ask anything, "They're hidin' somethin', Lee. It's behind this here door."

"What are you talking about?" Lee asked, purely unsure about what they were getting at.

Mark got Lee's attention, "Kenny and I were the first two people inside the barn when they opened it up. Andy was in here before us, and he was locking this door the very second we came in."

"I got a quick look, though." Kenny told him, "There was boxes of... stuff," He wasn't sure what it was, "and something metal and sharp."

Lee wasn't sure what to make of this at the moment. Kenny and Mark weren't ones to lie, but what was he supposed to make of this nonsense? He looked to Applejack, who nodded her head, "They ain't lyin', Lee. I know that for a fact."

He still wasn't sure, even after it came from a mare who couldn't lie to save her life, "Look, guys, I think you're being a bit paranoid."

"Well, it's my JOB to be paranoid, Lee!" Kenny made sure to keep his voice low. One of the farmers was just two yards away, "I've got my whole family on this farm right now!"

Applejack looked at Lee, "We've all got friends and family on this Dairy. I know you, Lee, you'll do everythin' ta make sure Clementine AND Dash are safe. Won't you?"

He simply nodded, "You're damn right I will. No matter what it takes."

"And that's why we need to make sure this place is safe." Mark took a step closer to the door, "I heard something back there, Lee, after Andy locked it up."

Lee's curiousity flourished with everything they said, "What was it?"

Mark turned his head from the door to Lee to answer, "I don't know," then back to the door, "which is all the more reason we should find out. This could be the reason he didn't want us in here earlier. We have to know for certain, either way."

"Exactly." Kenny agreed, "Now if one of you could find me something to break this lock with we can find out. A rock, a hammer, whatever. I'll need you to back me up if them farmers come running, too."

Lee got everyone's attention before they could take a step, "Woah, hang on! We need to take a minute to think this through. What do you think will happen if you break that padlock, then it turns out there's nothing back there exept for some old farm equipment." He turned to Kenny specifically for the next part, "We'll have just fucked our chances of getting a good, proper meal in those kids who really need it."

Applejack spoke up, "He's right, Kenny. I never agreed ta vandalizing these people's barn."

Kenny was a little irritated as he looked at Lee, "Alright, professor. How else do we get in there?"

Lee turned back to the padlock, "Give me a chance to look at what we're dealing with, first." The padlock wasn't ancient, but it cerainly wasn't new either. He got an idea, "Where's Twilight, Applejack? I bet her magic could have this thing off without giving it a scrach."

"Brenda said she was inside the house, tendin' to Doug." Applejack had mentally questioned Brenda's honesty, especially after what Twilight had told her earlier. But she already knew she couldn't do anything about it until she got inside the house, which wasn't going to happen before dinner was ready. So for now Applejack could only hope nothing bad was going on inside.

Disappointed by this; Lee examined the lock again. It was too bad Lee didn't know anyone who could pick this lock, it wouldn't take that long and wouldn't cause a scene. Apparently Kenny was thinking the same thing but had the wrong idea about it, "Hey, Lee. You know how ta pick a lock, right?"

Lee wasn't paying full attention, unlike Applejack and Mark, so he responded with a simple shake of the head, "No."

Mark gave Kenny a puzzled look, "Why would you think that?"

Kenny had already begun thinking over his own statement, which made him a tad cautious about how he should answer, "Well. He's... You know... Urban?"

Applejack gave Kenny a look of confusion while Mark's was one of disbelief. Lee turned his head to him slowly, giving him a mildly shocked look, "Oh, you are NOT saying what I think you're saying."

Kenny looked back and forth between the three of them, "Jesus, guys! Come on, I'm from Florida! Crazy shit comes out of my mouth now and then. Sorry!"

Applejack tapped Mark's leg. "Um, am I missin' somethin' here?" Mark simply shook his head, dismissing Kenny remark.

Lee went back to the lock, doing his best to forget the statement made. After some overlooking Lee got another idea, "Hm." He thought it over.

Applejack looked at him, "What ya got?"

Lee moved so she could see. Kenny and Mark gave him their attention as well, "You see these screws?" He asked. They nodded, "If we can find some kind of screwdriver we could take off the assembly, have a peak inside and then replace it all again as if nothing had even happened."

"Sounds like a great plan to me." Mark announced.

Kenny nodded, "Alright then. Lee, you and Applejack should look for the screwdriver while Mark and I keep an eye on that guy with the cow."

Applejack looked at him, "We've told you already, Ken, his name is Andy."

"Well I've only known the guy for a few hours." He said, "I keep getting him confused with Danny. It doesn't really..."

Andy had noticed the group near the end of the barn. He now stood less than a few feet away, "Can I help you four find something?"

They all looked at each other, not sure what to say to Andy. Lee was first to think of something, "Just checkin' out the barn here." His excuse put the others to ease as all four of them faced the farmer, "This is even Applejack's first time at a Dairy farm, you know."

Andy bought it, "Okay. Well, just don't roam around without me or Danny. The farm can be a dangerous place." He warned them. The way he said it was a bit, for lack of a better word, off. He quickly changed his tone, "You know, the bandits and all. Sorry about Doug." Lee silently nodded, he could only hope the poor guy would be alright. Lee didn't think of Doug as being weak, he would never define anyone that way, but he kept thinking that an arrow to the shoulder would be less of a deal for anyone else. Andy continued as Lee brought his head back up, Hey, all of you, uh... Do me a favor. Don't fuck around with those doors, okay. Just, you know, mama gets nervous."

"Andrew!" Katjaa called from where she sat near the cow, "I need your help again."

He walked back to the group near Maybelle, "No problem! Right away, doc!"

Kenny nodded to Lee and Applejack once Andy wasn't looking. He and Mark went to seperate areas of the barn, doing what they had been previously. Applejack followed Lee to the other end of the barn, and through the still open sliding door. Lee waited until Applejack was outside, then closed the door shut. A hoof nudged Lee's side, when he turned around Applejack notioned for him to look up at the farm house. Brenda still sat where she had been earlier, but now Larry was up there talking to her. They both giggled, at what Lee wasn't sure, and once they stopped Larry continued, "So... how does a woman like yourself run this whole place?"

Brenda mantained her smile, "Oh I manage just fine. Plus I have my boys to help out. I couldn't do it without 'em."

Lee and Applejack observed the rare sight. The farm pony turned to Lee, "Maybe Larry actually does have a heart beneath all that there crust."

He suppresed a laugh, "Who'd have guessed?" They both chuckled, doing their best to keep it quiet with great success. Lee opened the gate to the inner fence once they'd had their fill.

They both looked around, "So, where do we get one a those screwdriver thingies?"

"In a toolbow most likely."

"Like that?" She pointed her hoof to something. Lee noticed, sitting now on the work table he had cut that board for the swing on, a red and grey toolbox in that direction, "Yeah, that's it."

They went to the conviniently moved carrying case for tools. Lee opened it up and began rummaging through. Applejack wasn't at sufficient hight to see how this search was going, "Found one yet?"

Lee grabbed hold of something, "No. But I have something better." He pulled out a small object which Applejack was highly unfamiliar with, "A multi-tool. This'll do the trick." He closed the toolbox back up and began a walk back to the barn, "Let's get back inside, we've got what we need."

"Wait, Lee." Applejack stopped him, "We can't do this while Andy's in the barn. We gotta get 'im out."

"You're right." They began thinking of a way to lure him out. Lee let his eyes wander, in hopes he could spot something useful for this task. They soon rested on the generator. Doug had told him earlier, while they were checking the perimeter, that Andy himself said the generators were tricky, and repairing them takes him some time.

"I've got an idea." Lee said as walked over to the generator. Applejack went next to him as he loosened two screws on the side panel, allowing it to swing open like a cabinet. The mechanisms inside were going at fast, constant speeds, "It's moving too fast."

"What exactly are ya doin'?" Applejack asked him as he pressed the power button, turning the generator off.

Lee pulled out the multi-tool's screwdriver and put it to the inside of the generator. After some fiddling around, Lee was able to loosen and pull out the belt that kept the whole thing running smoothly. He showed it to Applejack, "This is how we're getting him out here."

He closed up the generator and hit the power again; which did nothing since the belt was gone. They both went over to the fence and made it look as if they were checking the fence as the barn door opened. Andy stepped out, coming to investigate the loss of power to the fence. He walked over to the generator, "Fuckin' Danny. Where'd he find this piece of shit?" He bent down and opened up the panel, using a screwdriver he kept in his pocket. He got a good look inside, "Aw... fuckin' thing threw a BELT!" Anger swelled inside of him, "Damn it all to... Son of a... fack! This'll take forever..." Lee and Applejack silently went past Andy as he kept cursing the hunk of mechanics before him. They went inside the barn, leaving the door open as it was.

Kenny and Mark walked over to the doors as soon as Lee and Applejack entered. They walked across the barn to the other end, making their way to the doors as well. Before they reached it a bell, the dinner bell, rang all the way to the barn, signafying that dinner was ready. Duck sprang to his feet, "Mom! Dad! Dinner time!! It's dinner time!!!"

Rainbow, Clementine and Katjaa got off the ground shortly after Duck. Katjaa looked to her son, "Okay, honey. Let's get dad and Applejack."

Duck quickly ran to where Kenny, Lee, Applejack and Mark were congregated, "Dad! AJ! C'mon, let's EEAAAAT!!!!"

Katjaa walked a bit closer to them, "Kenny? Applejack? Come along, please. Don't make the children wait."

Kenny looked to Lee and Mark, "We'll make an excuse for you two..." He and Applejack began making their way to the door. Duck, Katjaa, Rainbow and Clem walked towards the door, while Duck happily ran past them. Kenny told them one more thing before turning around completely, "Get that thing off!"

Lee pulled out the screwdriver in the multi-tool again once they left the barn. He removed one screw, it fell to the ground. He removed the second, it fell as well. Mark looked to the barn entrance to make sure nobody else was inside. Lee proceeded to take out the third screw, it made the same ping noise as the others as it struck the wooden floor. He loosened the fourth and final screw and let it fall just like the others. Mark grew more and more anticepated as Lee pulled off the now unattached padlock. He put his hand on the handle of both doors, and slowly pulled them both open. Lee and Mark let the doors creak the rest of the way. They looked into the back room, and gawked at what they saw.

The entire back room was a slaughter house, minus the bodies. There was a big, blood stained table saw on a counter like surface. In a corner of the room, near the double doors, layed a low yet wide tub. It was filled almost an inch of the way up with blood, with a stain on the side and a trail leading almost all the way to the other side of the relatively small room. A shelf hung on the wall above the counter; on it set many jars full of god knows what. They couldn't be a hundred percent sure but they looked like internal organs. Setting on the counter itself, on the long end away from the saw, there layed a series of traps. None of them were able to kill, all were designed to mutilate and cause serious agony to whomever was unfortunate enough to set one off. Along with all of this there were many other miscallenious torture based tools spread throughout the whole room.

They stared into the room in disbelief. Mark could honestly say he was completely disturbed; hell, even Lee could. A voice from behind nearly made Mark jump, "Boys. Didn't you two hear the bell?" They turned to face the new arrival. Andy stood there, halfway between them and the exit. He had a discomforting smile on his face. It was only his regular smile, but in this particular instance it was very creepy. He opened his mouth, "Dinner time."

Mark pointed to the room behind him, "What in god's name are you doing with all this stuff back here?! Why is there so much blood!?!"

Andy looked at both of them, keeping his voice in a calm tone, "Look. We have food here, but Danny and I still have ta do a lot of hunting to keep everyone feed. When we catch something in the woods, we skin it and dress it back there. Mama doesn't like us to make a mess in the house. So you see? Nothin' to worry about." Despite not sounding like the whole truth, Lee and Mark couldn't think of another rational reason as to why this room was like this, at least not at the time, Lee nodded his head to confirm they were contempt with the answer. He and Mark walked towards the exit, Andy followed once they passed him. For now the back room would just remain open.

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Lee and Mark took a few steps inside the house. Andy followed them in, locking the front door behind himself. The house seemed well kept on the inside so far; even though they were only in the main hallway. There was one door to the right, which led to the dining room and the kitchen beyond that. The other door on the left, further down the hall, was the door to the bathroom. A staircase along the left wall led up to the second floor. A large dresser blocked off the back part of the first floor, for what reason they would soon be told. A portrait and some framed papers, along with a few trophies, hung on the walls. Lilly exited the bathroom as she finished washing her hands. She looked at them as she walked into the dining room.

Andy finished with the door, "Excuse the mess. We had to block off the back entrance after a walker got upstairs." He stepped in front of them and led the way inside the dining room, "Don't worry, that was a while ago and they ain't been back inside since."

Mark and Andy continued on inside, taking a seat at the nice sized table. For a group this size it was a bit of a squeeze but not much else. Lee stopped at the entrance. Tucked into the back of Andy's jeans was a revolver, and lying up against the table, next to Danny, was his rifle. Lee wasn't completely worried about this yet: Andy probably just forgot he had his gun and Danny seemed attached to his. Still, Lee decided to keep on his guard for the rest of this visit. Brenda entered from the kitchen, "Everyone go ahead and sit down while I get the meal. Ooh!" An excited burst escaped her, "This is a delight!"

"I could eat a horse." Kenny claimed, stating the boundaries of his intense hunger. This had earned him a disgruntled look from Dash.

"Could you, now?" She said eyeing him. Kenny smiled awkwardly, realizing his mistake.

Lee overlooked the room, checking who was here. Kenny, Katjaa, Duck, Clementine, Rainbow, Lilly, Larry, Andy, Danny and Mark all sat at the table. Twilight, Applejack and Doug weren't here. Lee looked over to Brenda, "Where is everyone else?"

A few other people looked to Brenda as well, wondering the same thing. She put a hand to her side, "Now don't you worry. Twilight is upstairs, tendin' to Doug. I brought them up some food before ya'll got inside. And Applejack went back outside to wash her hooves. Which reminds me: could you get her for me, Lee? I don't want to start dinner without her."

"Alright, I'll be right back." He stepped back into the hall. Some of the objects hanging on the wall caught Lee's eye. Before he got Applejack, Lee decided to check them out. On the right side hung the framed items and the awards. There were some certificates and awards appointed to the Dairy itself. Lee knew that they must have taken great care of this place before the walkers came. It must have been a wonderous site back then if it looks this good now. A baseball trophy, awarded to Danny, set on a little shelf. Two diplomas hung up, framed. One was Danny's High school degree, the other was Andy's college, "These boys aren't stupid." Lee said as he looked the diploma. On the opposite wall hung the portrait, the last thing Lee had to look at. It was of Brenda, to the left, and a man with grey hair, to the left. The man looked to be around Brenda's age and rivaled her hight. Lee figured this was Terry.

"Lee!" Applejack whisper-hollered from atop the stairs. Lee turned from the portrait to her, "You need to get up here!" She told him, her voice gave away how worried she was about something.

Lee moved to the base of the stairs, "Applejack? What are you doing up there? Brenda said you went outside to clean up."

"I didn't lie, Lee. I said I needed to wash up. Brenda told me that Twi was taking care of Doug, well come up here and see for yerself!" Lee checked behind himself to make sure nobody was in the hall behind him. He made his way up to Applejack, taking each step slowly and silently. One squeeky step near the top made him nerous but caught no unwanted attention. The second Lee reached the top, Applejack led him into the nearest room. The door was wide open and Lee could see the situation instantly. Twilight layed on the floor, her eyes barely open and her breathing weakened. Lee and Applejack went to her, the farm pony put her hooves on her friend, "I just found her like this, Lee! What's wrong with her?!"

He checked the Unicorn over. There wasn't a single wound on her, no bruises of any kind. He wasn't sure at all if he did this correctly, but he checked her pulse and she seemed about normal. Near her layed a needle like you'd find in a hospital. Lee picked the shot up, there was a bit of a liquid like substance inside. He examined it closely, "Looks like morphine. She's been drugged."

"Why?!" Applejack asked as she checked over Twilight herself.

Twilight opened her mouth a bit, "Appl... jack?" Her voice was next to an inaudible mumble.

Applejack got her head closer to Twi's, "Twilight?! Are you alright?! What happened?!"

She didn't respond quite immediately, "I... wanted... they... Doug..." She went back out of it.

"It's was those Dairy farmers downstairs!" She told Lee, "We gotta take care of them: Rainbow, Duck and the others are with them right now!"

"Wait! We can't confront them yet."

"Why not?!" Applejack was half furious, half sick over worry.

Lee pointed to the bed, where Doug should have been resting. It was empty, "We still don't know were Doug is. We have to make sure he's safe first."

Applejack looked around, foolishly hoping he was just hidden in the corner or something. The sooner she was able to confront the St. Johns the sooner she'd get answers for their actions. Her eyes widened as they hit the floor, just a foot away from her, "Lee... Is that blood?"

He followed her gaze. A small puddle, a mere splatter, of pure red stained the wooden floor. It was undeniably blood. Lee got to his feet, "Stay with Twilight. I'm gonna find Doug." He left the room. Moving quickly, without making unnecessary noise, he went to the door across the hall. He opened the door, nothing but a double bed and an empty space where a dresser used to set. The only other door up here lead Lee to a cabinet, much to his displessure. He would have went back to the two ponies immediately had he not spotted some interesting things on the multiple shelves. There was several containers of morphine, a musty towel, more medical supplies, and a trash can full of medical waste, "What would Dairy farmers need with this kind of stuff, anyway?"

Finaly, Lee spotted a power cord. It ran through the side of the hall, as he had already noticed, but it went through this cabinet as well and into a small hole near the bottom. Lee knelt down to get a better look, "Where's this cord going?" It was unplugged at the time. Lee grabbed both ends and put them together, a perfect fit. A small ray of light escaped through the hole from the opposite side. Lee put his hand out to let the light hit him, "What the hell?" Finding no way to immediately discover the source of the light, Lee returned to the mares in the darkened room.

He looked at Applejack, who had her eyes dead set on the bookshelf along the far wall. She heard him enter, "Lee..." He followed her gaze again. The bookshelf was fine, it just had a fine line of light seeping out from under it.

Lee walked over to the bookcase, "Stay here." He told AJ, not wanting to risk her safety until he investigated this. She watched as he pushed the bookcase out of the way. The tall, wooden container had been perfectly set there to hide an ominious door. Applejack got behind Lee, making sure Twilight was fine first, as Lee turned the door knob and pushed the door open. It creaked open slowly on its own. Lee turned to see the mare next to him, before he could tell her to stay back they both caught sight of something in the new room. Doug was laying on the tile floor of what they discovered to be another restroom. Their discovery soon became horrid as the door continued to creak open. Blood, a great amount of it, was spread throughout the tiles of the bathroom. Applejack breathed heavily as she caught sight of his legs, or rather, the lack thereof. The ones that were replaced with blooded stumps.

Doug was in the same state of mind as Twilight, as he had been given morphine as well. Lee covered his mouth as Doug looked at them. Applejack looked at his state in pure horror, "...Doug?"

It was hard for Doug to make out the voice clearly, exept that it was feminen. With his eyes barely open he couldn't make out the figures before him, "...C-Carly?"

"No, it's Lee." He bent down next to him, "Doug, what the hell happened to you?!"

He breathed in raspily, "Andy... Danny..."

Applejack was trembling, "What... h-happened to your l-legs, Doug?"

Doug took a deep breath. He answered them with a warning, a warning that sent chills through every single one of their bones, "Don't... Eat... Dinner."

Applejack went to the side and coughed heavily, resisting the urge to vomit. Lee looked at Doug in horror, processing the warning bit by bit. Brenda, who still assumed they were outside, hollered to them outside from the dining room, "Applejack? Lee? What ya'll doin' out there, did one of ya fall in?!" She laughed at this, "C'mon, dinner's on the table and everyone's havin' at!"

Larry asked about the food, it could be heard from up there, "Where on Earth did you get barbecue meat?!"

Lee quickly got to his feet, "Clementine!" He ran for the door and made his way downstairs, going to prevent her from eating the meat. Applejack went to Twilight, she began helping the Unicorn to the door.

------------------------------------------------------------------------

"Where on Earth did you get barbecue meat?!" Larry asked Brenda before digging into the meal. Brenda giggled at Larry's hunger driven enthusiasm before sitting down at his end of the table. Everyone dug into their meals, exept for Clementine and Mark. Clementine was taking her time to examine her plate before digging in. Mark held his fork and looked at his plate; starring at the meat. He had no reason yet to think this was anything other than regular barbecue. But, after seeing the inside of the inner barn, he wasn't interested in eating meat yet. So he instead took a bite out of a biscuit first. Lee appeared at the door before he could take another, Mark was the only one to notice him yet. Lee looked to Clementine, who raised a piece of the meat off her plate with her fork. Mark couldn't get a word out before Lee, "Don't eat that!"

Almost everyone was taken by suprise at the outburst. Clementine set her fork down, listening to Lee's instruction. Everyone else, exept for Duck and Danny, ceased eating completely. Rainbow set her sandwich down as she spoke to Lee, who looked like he just woke up from a nightmare, "Is everything good, Lee? What happened?"

Kenny looked to him as well, "Lee? Jesus, man! Did you find something?"

"Sit your ass down, Lee!" Larry told him. He motioned to Brenda, "This lady has made you a meal."

Danny chewed on his bite for a few seconds. He spoke silently to himself, "It didn't have to go this way..."

Lee looked at everyone, still in shock over his discovery, "You're eating HUMAN MEAT!!" Everyone began talking, nobody agreed with Lee right away.

Kenny looked at him, "You're scaring the kids, Lee." Mark looked at his plate, he was more inclined to believe Lee. He slowly pushed it further to the center of the table.

Lilly couldn't believe the way he was acting, "Lee, what the hell is wrong with you?!"

"Don't indulge him, Lilly." Larry said to his daughter, "It's always something with this guy."

Katjaa looked at Duck; who still kept diving into his plate with greedy, hunger driven pleasure. She took her son's plate away and set it to her left, "Mom! I was eating that!"

Lilly looked around the room, "What's going on?"

"Everyone, listen ta Lee!" Applejack arrived downstairs and entered the room, coming up next to Lee. Twilight was disoriented, weak and was kept up only by the arm she had slung over Applejack's shoulder. This site grabbed everyone's attention, exept for Danny who was still savoring his meal. The farm mare continued to speak, "These people are dangerous! If ya go upstairs, right now, yer gonna find a man missing both a his legs! I mean, just think about it. Where do ya'll think they're gettin' that meat?"

They all looked at each other, then to Brenda. Andy looked slightly nervous, and Danny slowed his eating a bit. Brenda looked at all of them before lowering her head. She sighed, "It's true."

Danny stopped eating entirely, his voice was low, "Everything coulda turned out okay for you folks."

"He woulda' died anyway!" Andy told Lee and Applejack. They both gave him dirty looks as he spoke, "We gotta think about LIVIN'!!"

"Settle down, honey." Brenda told her oldest. She turned to the group before her, "Growin' up in rural Georgia, you're taught not to waste. It's how I was raised and how I raised my boys." With every word she said everyone from the motel grew more disturbed, "Now, you got monsters roamin' around that do nothing but eat people. And for what? To continue ta rot 'til they eat some more! We think we can put that meat to better use."

Rainbow didn't even eat any and she felt sick to her stomach. Lilly pushed her plate away, "Oh, I'm gonna puke."

Mark looked at the old farm woman, "You're all... Sick! Sick in the fucking head!"

She looked at Mark, "Now that's not a very nice thing to imply!" She lowered her head before speaking to everyone again, "Andy's right; we go after folks who were gonna die anyways, one way or another."

Danny looked up. He swallowed his last bite of the meat before speaking. He only said two words, but they were more than enough, "Like ya'll."

Everyone tensed up: Andy looked from Kenny, to Lee, to Mark. Danny slowly put his fork down. Lee was first to do anything, "Rainbow, get Clem out of here!"

Andy pulled out his revolver before they could move, "Nobody's going anywhere!"

Danny jumped to his feet, grabbed Charlotte and pointed her to the whole group. He spoke as Andy got out of his seat, "We got lot's a use for ya'll right here."

Larry was too confussed and Furious at the situation to think clearly, "What the... the fucking... what... fuck..."

Lilly spoke up to them, "Put your guns down! We are walking out of here!"

Kenny pointed to Andy, "Don't go near my fuckin' family!"

Duck looked to his mother, "Mommy I don't wanna die! Mommy, what did I eat?!"

Applejack didn't know what to do. Lee kept himself looking as calm as he could, "Everyone! Everything will be okay!"

Clementine looked from one friend to the next, "Lee!... Rainbow!..."

Andy grabbed Clementine's hair and pulled her back, she let out a squeel of pain. Rainbow pushed her chair back and went for Andy. He, however, was smart enough to see this coming.His revolver was already pointed at Rainbow. She halted, knowing well enough what that tool could to her, but anger still burned in her eyes. Lee shared a similar rage, "Let go of her, you son of a bitch!!!" He ran for him but was stopped by Danny. He put the tip of Charlotte to Lee's neck, halting his approach. Lee backed off only a few inches, his anger not receeding.

A thud on the stairs grabbed everyone's attention. They turned as it was followed by another, and multiple more until it ended at the very bottom. Everyone watched the door in worry, even the St. Johns weren't fully sure. Every second that passed felt like a year. Finally Doug crawled his way into view, pulling himself along with only his hands, "Anyone... Heeeelp...!"

Almost everyone gasped at the sight of him. They hadn't been exactly told it was Doug missing his legs, so this almost took them by complete surprise. Lee turned back to Clem. She watched Doug in horrid disgust, Lee felt horrible as she looked up at him. He tried to walk over to her, "Clement..." Danny brought the butt of his rifle to Lee's head, knocking him to the ground. Everything went dark as he hit the floor.

Episode 2 Chapter 6: Fall of the Dairy

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Episode 2 Chapter 6: Fall of the Dairy
Written by: bobby ray
Proofread/Edited by: KJay

"Open the god damn door!" Was the first thing thing Lee heard as he slowly became conscious. His eyes opened, the first thing he saw was a stack of those salt licks near the spot where he laid. Everything was coming back to him, all that had occurred, but it returned slowly and in no particular order. He couldn't make out who it was yet, but Lee heard someone vomiting no less than six feet away. The same man who spoke moments ago, who Lee could now recognize as Larry, yelled out again, "You can't keep us in here!" Larry was pounding on a metal door as he kept barking these unheeded orders. Lee's eyes were only open so much, he still was unsure as to what was going on at this moment. He could see people moving around and that was about it, "OPEN UP!!" Larry kept yelling, "I will tear you fuckers apart with my bare hands!"

"Will ya stop that racket?!" Applejack, or at least Lee believed this new voice to be Applejack, asked the short tempered man, "It's not gonna do us any good!" Larry didn't listen and kept beating on the solid door. The same person as before vomited, Lee was seeing everything much clearer and could make out some of what was going on. They were in a small, windowless room. One, maybe two lights on the ceiling kept the room lit bright enough to see. The room only had the one door and Larry had it well covered. Lilly was in a corner opposite of the one Lee found himself in. She was the one vomiting, getting the disgusting meal she had eaten out of her system. He wasn't sure where Applejack was yet.

Larry looked as his daughter regurgitated again. His pounding worsened, "You sick fucking bastards!" Lilly threw up once more. When she was done she leaned against a wall, one arm keeping her up while the other clenched her stomach, "OPEN THIS DOOR GOD DAMMIT!!" Larry wasn't tired yet, his rage kept him going in this futile effort to get out of confinement. Lee turned his head to see the rest of the room. Clementine and Rainbow Dash were near him, watching over the scene being displayed in the nearly cramped space. Mark and Applejack were beyond them in another corner. They were fawning over Twilight, who was curled up there. The morphine had mostly worn off by now, though it still kept her from thinking as clearly as she normally does. Kenny was pacing around the room impatiently. Katjaa and Duck were nowhere to be seen.

Rainbow turned to check on Lee, who was now waking up, "Lee!" She flew lightly right up next to him. Clementine followed, running to Lee and bending down to match his eye level.

Larry kept at it, "I will knock the god damn door down!"

Lilly looked up at him, "Dad, stop!"

Lee shook himself awake the rest of the way. He was completely aware and alert as Clem and Dash checked on him. Clementine looked at him with concerned eyes as he turned to her, "It-it was Doug!" She told him, "A person! They tried to make us eat a person!"

"But you didn't do it..." He wasn't sure if he had stopped her from taking a bite or not.

"She didn't." Rainbow made Lee aware of his success, "Thanks to you."

Larry halted his pounding to look at them, "Well the rest of us did! If you and that hick hadn't taken your sweet time coming downstairs..."

"C'mon, dad." Lilly pleaded, "Now's not the time."

Lee looked from Dash to Clem, "Are you two alright? Th-they didn't hurt either of you, did they?"

Clementine shook her head, "Mm-mmm."

Rainbow disagreed, "They did Celestia knows what to Twilight, they did we all know what to Doug, and they had the gall to lay their hands on her!" She pointed her hoof to Clem, "When we get out of here, I'm going to make them pay!" Dash punched her front hooves together as a sign of her eagerness to get to the St. Johns.

Larry went back to his current occupation, "OPEN UP!!!"

Kenny walked up to his awakened friend, "Lee, those psychos have my family, and we're stuck in a damn meat locker! We've gotta get the fuck outta here!"

Larry turned to look at Lee, "This goddamn thumbsucker is one of the people who brought us here! Along with those two in the corner!" He spoke of Applejack and Mark.

Kenny turned to him, "Will you just shut the fuck up?!" Larry ignored him and went back to the door. He kept calling out to the cannibal farmers, Lilly began begging him to stop. Ken went around the walls of the room, looking for any way out of the locker.

"I'm scared." Clementine told Lee as he got to his feet.

"Don't be. It's gonna be okay..." He tried to reassure her, but Lee couldn't tell if that was the honest truth. The only known exit so far was the locked, steel door, and the walls themselves were even thicker. Still, he had to keep Clem and Rainbow's hopes up, "I'm gonna find us a way outta here..."

"Can we help?" Clem asked for her and Dash.

"Sure, honey! You both should keep an eye out for exposed screws or loose panels, anything we can pry away to open a passage out of here."

Clem began her search almost immediately, Dash didn't start at all. The Pegasus lifted herself off the ground, "I'm not gonna be able to help out right now, Lee. I really want to get my hooves on those three right now. But now that you're awake and alright, I have to help keep an eye on Twilight." She hovered over to the trio in the corner. Lee followed her to check on the mare as well, she couldn't be doing too well with all that happened back in the house. Dash landed next to Applejack, "How's she doing?"

AJ shook her head, "Not well."

Twilight was speaking in a hushed, worried voice which held hints of hysteria. Lee could barely make out a word she said as he bent down near the others, "Wh-why? How could... they ju-just... D-Doug was merely... how did..." The rest couldn't be heard.

Mark turned to Lee, who was the only one who hadn't heard it, "She was speaking a little more clearly half an hour ago. She went inside the house to check on Doug, found Andy up there with him. He had a hacksaw and..." He trailed off.

Rainbow finished for him, "Twilight saw what happened to Doug as it went down."

"Oh God." Lee was at a loss with this. These ponies have seen some horrible things since they got here. But this...

"I was complainin' 'bout what I'd seen, and none of those things even come close ta seein' a man get his legs taken off!" Applejack was beating herself up, "Can't believe how selfish I was."

"You weren't being selfish." Mark told her, "You saw something that you couldn't properly deal with and it put you in a bad way, but you got past it. Now I just hope the same will go for her." The Unicorn before them didn't look at anything or anyone, she just starred aimlessly at the ground.

"Can we do anything to help her?" Lee asked.

"Not until we get away from here and back to the Motor Inn." Mark told him.

Applejack looked at Lee and Mark both, "Could you two help Kenny look for a way outta this place? I don't want Twi staying here longer than she has ta."

"Sure." Lee told her. He and Mark rose off the ground, "Holler if something happens." They left Rainbow and Applejack with the unstable mare.

Twilight silenced her mummer until it went below a whisper. The Pegasus and farm pony looked at her with worry over the sudden silence, "Twi?" AJ lowered herself closer to the Unicorn, "Are ya alright?"

She didn't reply, and her speech ended completely. Rainbow moved in closer, "Twilight?"

The mare slowly came to realize her immediate surroundings. She raised her head up to see her two best friends, both of which were watching her like observative hawks. Twilight had the image of Doug, and the recording of his muffled screams, glued tightly inside her mind. All she could do was watch, the morphine rendering her helpless to stop it or even look away. She lost her friend in that house and was powerless to do anything about it. This was something she wouldn't let repeat, not for any price. She starred intently at AJ and Dash, the only two beings in this world she honestly cared about when it came down to the bottom line, and spoke as clearly as she could, "I w-will n-not let any... thing hurt eith-er of you. A-anything..."

------------------------------------------------------------------------

Mark went to the pile of salt licks and tried to pick one up, "These things are pretty heavy." He picked one up with some strain.

Kenny looked back at him, "Think we could heave one of those through the door?"

"No," Lee told them both as he approached Lilly, "Door's too solid for that." He stopped next to Lilly, she was grasping her recently emptied stomach as she leaned on the wall. Lee looked at Larry, who was still making a racket, before grabbing Lilly's attention, "Your dad's not making things any easier for us..."

Larry struck the door again, "Open the fucking door!"

Lilly looked up at her father once again, "Dad, stop!"

He didn't listen and kept at it, "Goddammit!"

Mark dropped the salt lick he was holding back on the stack, "C'mon, Larry. Is this really smart? What do you plan to do even if they come?"

"I'll tell you what I'm gonna do..." He looked at Mark through the corner of his eye, not turning around at all, "I'm gonna wait until they come in and then I'm gonna tear them to bits and serve them up to the first walker I find!" He struck the door again.

"Guess your new girlfriend wasn't all she was cracked up to be." Lee mumbled under his breath. Unfortunately, Larry still heard it.

Larry turned from the door, "What the hell is your problem?"

"Larry." Mark tried to intervene, "Now just..."

"Just shut up." He told him plainly. Larry turned his attention back to Lee, "You refused to give me my day's rations back at the motor lodge, AND you went out of your way to be an asshole to me since this morning." He eyed Lee for another second, "You must really hate me." He stood up straight and proud, as proud as someone in that situation with that many anger problems could get, "But guess what: you're stuck with me! I plan to stick around LONG after you're gone. And if you turn..." He paused briefly to give Lee the full effect, "... I'll be the one to put your own axe through your skull."

Lilly looked up, "Dad!"

"I'm not your enemy..." Lee tried to convince Larry this when Rainbow flew over to join what she would turn into another fight.

Larry turned to the Pegasus as she spoke, "Why don't you just cool it, huh?! If anyone's been mean to anyone lately it's been you!" Rainbow should have stayed with Twilight, with the state she's in. But Dash's stubborn nature wouldn't allow Larry to get away with any of what he just said.

"Oh, for god's sake, can't you ever just mind your own business!?! We're trapped in here!! Why don't you try and do something to help us get out instead of worrying about book brains over there?! We all saw Doug, and even the little girl is better off than she is!"

"It's different with her and you know it!!" By now everyone had their attention turned to the escalating conflict: everyone except Kenny, who kept looking for a way out of there and to his family.

"Rainbow, now's not the time..." Lee tried to calm her down.

"Shut it!" Larry told Lee. He cared little for what he had to say at this point.

Dash glared at him, "What's your problem with Lee, anyway?! What's he ever done to you?!"

"That's none of your business, mule!! And if Lee doesn't do anything stupid, that's the way it'll stay. Now get outta my face and worry about your horned cow if that's what you really care about."

"Insult me all you want, but NEVER talk about my friends like that!" She got even closer, "And if you EVER threaten Lee, or anyone else like that again; I'll be more than glad to teach you a lesson!"

He laughed at this, causing Rainbow to actually grow red with anger, "You-you really think you could take me on, don't you!?!" He instantly went serious, "I would have put you in your place months ago if I didn't know you'd just cry and moan about it afterwards like the little BITCH YOU ARE!"

What little self control Rainbow had left in her was all that kept a proper beating from befalling the hateful old shit. Mark, Lee and Applejack knew they had to try and stop this right now, "Okay, now. Let's all just take a..."

Dash ignored them entirely. She moved closer to where her face was less than an inch away from Larry's, "Now you listen...!"

"NO YOU LISTEN!!!" Larry kept her from speaking. His heart was racing with the intensity of the situation, "Because I'm not gonna say this EVER again!!! We are living in a world were corpses eat people, bandits are loose murdering people, and inbred farmers are turning people into meat. We are living in HELL!! And as if my life wasn't bad enough: I gotta deal with your shit ever two minutes! Now we're trapped in a god forsaken meat locker, and it won't be long before those sick fuckers try to turn more of us into supper! All you can think to do is pick another fight with me; which seems to be the only way you deal with your own problems!! YOU AND YOUR FRIENDS ARE WORTHLESS DEAD WEIGHTS!!! I HAVE HALF A MIND TO...!!! To..."

Larry stopped his rant as he lost control of his breathing. Everyone, even Kenny, all noticed this sudden, screeching halt. Lilly got closer as her dad grasped his heart, "Dad, take it easy! Take it..."

She was too late. Larry grabbed hold of his chest tighter and closed his eyes for a moment. Rainbow's anger swiftly went away as the old man's problem worsened. She watched as he opened his eyes again, possibly for the last time, and spoke two words in a weak voice, "Oh God..."

"Larry, what...?" Mark tried to ask what was wrong. Suddenly Larry dropped to the floor and laid on his back, a thud created from the fall. Clementine gasped as he fell since this was the first time it happened without Larry making a sound or an effort to keep up.

Everyone got closer to the fallen man, except for Twilight who only watched from where she was. Lilly got down next to him and put both hands on the sides of his head, "No! Dad, c'mon! DAD!!" His eyes were closed and his chest was still, he wasn't breathing. Lilly put both of her hands on his chest and started pushing down repeatedly, performing CPR as best as she could, "Oh God. He's stopped breathing." She informed everyone, "I think he's had a heart attack!"

Rainbow had no idea what had just happened until Lilly said it, "I'm sorry, I didn't know he'd..." She absolutely hated Larry, in fact that was an understatement. She'd wish he'd get a heart attack every now and then when he was way too outta line. However, when it would actually happen she knew it was serious and she would regret it immediately. Not that he didn't deserve them, he earns every single one rightfully, but each one could end with Larry becoming really weakened or worse. She kept apologizing, "I mean we fight all the time but he never got that worked up..."

"It's alright." Lee told her, "It's not your fault."

Kenny had been searching the wall near the salt licks when Larry fell. He grew worried, "Shit! Is he dead?!"

Lilly dismissed that, "He's not dead. Somebody help me!" Nobody was quite sure what to do yet.

"Fuuuuuuuck..." Kenny let out, "... If he's dead..."

"HE'S NOT DEAD!!" Lilly yelled at him.

Mark looked at him, "Maybe he's not dead..."

"Look at him!" Kenny made Mark look, "Does he look alive to you?!" Mark wasn't really sure; just looking at Larry gave him no clear indication. Kenny turned to Lee, "... You know, better than anyone, what has ta happen, Lee." A few people looked at Kenny questioningly, "Think about it. You saw that poor bastard at the motel. How fast he turned."

"What are you getting at?" AJ asked. She joined the group, leaving Twilight for the moment.

"Look, I'm sorry, Lilly." He told her, answering Applejack's question with an apology to Larry's daughter, "I truly, truly am. But in a few minutes, we're gonna be stuck in a locked room with a 6-foot-four, 300 pound, SERIOUSLY pissed off dead guy!"

Lilly glared at Kenny, "FUCK YOU!! We can bring him back! Lee, Mark, anyone help!"

Kenny looked at her, "We'll mourn him later. But right now, we have to keep him from comin' back."

Clementine was frightened by everything, especially what Kenny was suggesting. She was the first to openly disagree with it, "Noooo!"

Lilly kept pressing down on her father's chest, "God dammit, Kenny! He's not dead!"

"We can't do anything unless he's really dead." Lee stated.

"And he isn't!" Lilly agreed.

Kenny turned to Lee again, "Lee, you remember how hard it was to get that monster off of Katjaa? And Larry's twice his size!" He shook his head at the ugly truth, "It's him or us."

Lee tried to make an argument, "Look, Kenny, back at the drugstore when a lot of us thought Duck was bitten; I gave him the benefit of the doubt... Maybe we should do the same now."

"That was different." Kenny argued back, "Duck wasn't bitten. But, come on, we know he's not gonna make it!" He paused and thought back to earlier, "Remember what Ben said. Gotta destroy the brain..." Twilight, from where she now tried to sit up straight, overthought Kenny's argument. Had her mind been in the right place she would have disagreed with Kenny entirely. But multiple thoughts, consisting of everything that was going on, entered her mind and she couldn't decide what was right.

"No." Rainbow said, "No! We can't just do that!" She was the last living thing in this room Kenny thought would say that.

"She's right." Applejack said aloud, "We gotta try and save him."

Kenny looked at both of them, "You two always have my back. Always! And this isn't just some other argument, this is life or death!"

"It is life or death!" Mark told him, "But the only life at stake is Larry's. They're right, we can't kill him."

Kenny was alone. He couldn't believe nobody could see what was going to happen if they didn't act. Lee was the only person left he could count on, "Come on, Lee. You can't be in the middle on this one. You know what's gonna happen, you've gotta have my back this time!"

"God dammit guys!" Lilly called out, "I NEED help here! PLEASE!!!"

Lee thought about it in the little time he had to do so. Maybe Kenny was right, maybe he wasn't. But Lee couldn't bear to think of killing anyone, even Larry, if there was no reason behind it. Lee wasn't who the trial made him out to be; he wasn't a cold blooded murderer and wasn't about to become one. He ran over Lilly's side and got down next to her. Kenny starred at him, "Lee!?!"

He looked over at Kenny, who was too hot headed right now to think straight, and Clementine, who was scared by the situation she was stuck in. Lee had a feeling Kenny would do something stupid if left unchecked. He glanced to everyone else as he spoke, "Rainbow, I need you to keep Clementine calm. Applejack, Mark, keep Kenny back." Everyone moved to where they were told. Lee looked to Lilly, "Is he breathing at all?"

She shook her head, "No, no I don't think so."

"Okay, let me take over!" He let her move her hands before he put his down, one on top of the other as he prepared to try CPR on the unconscious Larry. He gave her another instruction, "Keep checking his pulse!" Lee pushed down once Lilly was in position, "One... Two..."

"Are you serious?! You're all putting us in danger!" Kenny continued to argue he was right.

"Three..." Lee kept pushing down as hard as he could.

"Ya don't know that for certain!" Applejack argued.

"Four..."

"Yes I do! And I'm not gonna stand by while he trys to save a dead man." Kenny went to pick up a salt lick, they immediately moved to stop him.

"NO!" Mark yelled as he pulled Ken away.

"Get off me!" Kenny wrestled Mark to the ground. No punches were thrown, but a thrall between the two was still going on. Applejack did what she could to try and stop them.

Lee had no choice but to ignore them, "Five..."

"Shh..." Rainbow tried to calm down Clem, who was really unsettled by all that was happening. She rapped a wing around her and held the girl close to herself with her front hooves, "It's alright, everything's gonna be fine." She was doing everything she could think of.

"Six..."

Clem looked to Dash, "Is Larry going to be alright?"

She gave her the most reassuring look there was, "Yes, he's going to be fine. With any luck he'll be feeling up to another argument this time tomorrow."

"Seven... Eight... Nine..."

Everyone was engaged in something. Lee and Lilly were trying to save Larry; Applejack, Kenny and Mark were focusing on each other; and Rainbow had her time spent on keeping Clem calm. They had all of their attention on something, so none of them noticed it. They didn't see the salt lick that was slowly rising into the air, reaching the ceiling before slowly proceeding over it's objective. They didn't see the purple aura that swallowed the block of cement. And they didn't see the equally purple aura surrounding the tip of Twilight's horn as she moved the salt lick with levitation. She couldn't risk it. That's what she kept telling herself; she couldn't risk Larry coming back while her friends were locked in this room. It was too dangerous... He was too dangerous. This was a risk she just couldn't take. The salt lick halted straight above Larry, waiting for the right moment.

"... Thirteen..." Lee was pushing as hard as he could, "Fourteen..." Lilly was tearing up. She genuinely believed Larry wasn't going to wake back up, "Fifteen..." Kenny broke free and got to his feet, "Sixteen..." Mark and AJ went after Kenny as fast as they could, "Seventeen..." Mark grabbed Kenny and spun him away from the pile, "Eigh..."

Larry's eyes shot open and he grasped in a heavy breath of air. Rainbow sighed softly, Clem eased up a bit as she looked at the revived man. Kenny, Mark and Applejack starred at him, truly surprised and relieved by his revival. Lee took a breath of his own as he brought his hands off of the man's chest. Lilly, overcome and now sobbing with joy, nearly grasped her father in a hug. Everyone saw that Larry was alive... except for one. Twilight was too overcome with her mis-matched thoughts, and she mistook Larry's revival for a resurrection. The moment of joy for the group was short lived, literally less than two seconds, before the salt lick fell. Twilight didn't notice her mistake until the cement block was half a foot away from making contact. She was unable to prevent it from landing on its intended target.

All of Larry's head, from the upper jaw up, was gone and replaced with a salt lick. Bits of brain and skull went under a foot in every direction. Blood splattered all over the floor, as well as Lilly and Lee who were close enough to catch much of it. The sudden change happened so fast that it took everyone a few seconds to process it. One moment everything was chaos; the next Larry was alive; and lastly, he was dead with a salt lick replacing his head. Lilly looked in horror at her dad, "NOOOOOOOOOOOOOO!!!" Clementine broke from Dash's grip and went to the corner, sobbing and whining softly over what she had just witnessed. Lee, Rainbow, Applejack, Mark and even Kenny starred at Larry with wide eyes and lowered jaws for some time. Lilly buried her face into her dead father and sobbed over her loss.

Lee's first thought was Kenny. He was the one who suggested killing Larry, and was fighting Mark over one of these very salt licks. But when he turned he saw the man several feet away. Kenny was just as surprised as everyone else, and had seen his mistake in wanting to off the man. Lee didn't know who else could have done this. He kept asking himself how this just happened, "I'm sorry." A very soft, shaky voice forced out. Lilly was the first to turn towards the source of the voice: Kenny, Mark, Dash and AJ soon followed. Twilight was starring at Larry, guilt and sadness claiming as the dominant expressions in her look. Twilight didn't look away from the man she'd just killed, "I-I was just... He wasn't going to make... I couldn't risk..."

Kenny knew his mistake. But still, only one thought dominated his mind; getting to Katjaa and Duck. So Kenny cared the least out of everyone in the room, allowing him to be the first to move from the scene. Mark looked at Twilight in disbelief, "Twilight?! Wh-What the fuck!?!"

"I'm so sorry! It's just..." She looked at Lilly, "Lilly, I..."

Lilly raised her head a little, "Don't talk to me."

"But I..."

She raised herself up entirely. The look she gave to Twilight was one full of hatred, "I said don't fucking talk to me!" She made sure the mare had gotten the message. Lilly knelt over her father and cried softly, taking deserved time to mourn while she could. Rainbow and Applejack looked at Twilight, they couldn't speak or think at all. Clementine's cries grabbed Lee's attention, he got up and walked over to comfort her. Mark got down next to Lilly, seeing if there was anything at all he could do.

Twilight's two friends approached her slowly. The purple mare was crying, wallowing in pity for herself. She couldn't believe the act she'd just committed. What had she been thinking? Nothing could justify this! Twi looked up at the approaching duo, "I... I was... Y-you were... Ke-Kenny...!"

"It's okay, Twilight," Rainbow knew enough to know the delicate situation this was, and how carefully this should be handled, "We... We don't blame you."

She found no comfort in these empty words and laid herself down, burying her head under her arms. Applejack was still shocked by what just happened, "Twi, we..."

"Just leave me be." Twi asked plainly. Tears were flowing to the floor and the mare was sniffling. Dash and AJ didn't what to do or say, so they backed off a ways and gave Twilight her personal space as requested.

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Lee had gone around the room to check in with everybody after he did what he could with Clem. He told Lilly that, though Larry and him had their differences, he knew that he had been a good father. Kenny didn't apologize for wanting to take out Larry as he should have, but held no apparent grudge or anything against Lee for not siding with him. Rainbow and Applejack were fine, considering, but were really worried. Twilight wouldn't even respond to Lee in any way. Now, at this point, Lee, Kenny and Mark were back to checking for an exit. Mark was near the spot Lilly had rejected her dinner, and possibly may have found something, "Hey Lee."

He walked over, next to Mark, "What have you found?"

Mark pointed up. Above them, hanging out of the wall on two wooden frames, was a common household air conditioner. Nothing special about, "You thinking what I'm thinking?" Lee shook his head, "Behind that air unit; there's gotta be an air duct behind. Maybe one big enough for one of us to fit through."

Kenny walked up closer to the unit, "I don't know. Seems like a real long shot."

Clementine got to her feet, "Does the air conditioner come off?"

Lee was not sure for a moment, "I think I could take it off... If I had something to remove the screws..." It hit him, "The multi-tool!" he reached into the back pocket he was keeping it in. "Of course they took it. Shit."

"Maybe there's something else we could use." Mark began to think.

"I've got a rock." Clem offered up.

"A rock won't help..." Lee quickly thought of a good alternative to a screw driver, "But a coin might do the trick. Do you have a coin?"

She shook her head, "Uh-uh..."

Mark thought of something, "Lee, I know someone who has a coin."

"Who?" He pointed past Lee... to the deceased Larry. Lee looked back at Mark, "Are you sure?" He didn't want to search Larry unless he was sure that he had anything.

"Positive. He told me back at the Motor Inn that he had sixty cents in his pocket, he even showed it to me."

"Why did he show you his pocket change?"

"As he put it, I was 'being a panzee' about being hungry. Said he'd give it to me if I'd stop complaining."

Lee nodded, "Yeah, that sounds about right." He looked back at Larry, Lilly was currently mourning over him and probably wouldn't be too happy to have someone search his body. He looked at Mark, "I'll see if I can get it."

Lilly looked up as Lee approached, "Please. I need to be alone."

"God knows you deserve time to grieve, Lilly." Lee said as he knelt down near her, "But if we're gonna get out of here, we need your help. And Larry's..." Lilly looked down as he continued, not sure if she wanted to hear where this was going. Lee told Lilly the idea, "Mark may have found us a way outta here, but we need something to remove the screws on the air conditioner. Now, I know this is a terrible time for it, but..." Lee mustered up the will to say it, "Larry might have some change in one of his pockets. He had it earlier at the motel and, if it's still on him, it could get us out of this room."

"What do you want?" Lilly turned to him, "My blessing to loot his corpse?!"

"Your permission." He wasn't proud to ask for this.

Lilly sighed as she looked back down, "Do what you have to do."

Lee moved around to were he had easier access to Larry's pockets. He stood there for a moment, "Oh man. Any idea which pocket he keeps his change in?" He checked the front left pocket first. What he pulled out of it was small, gold wedding band, "A ring?"

"My mother's..." Lilly told him.

He immediately put it back, "Don't worry. I'm not taking it." He searched the back left pocket next, pulling out a brown wallet. Lee looked at the old leather with some interest, 'Huh? He still carried his wallet.' Without any use for it, Lee put the wallet back where it belonged. The last pocket he checked, Larry's front right, held what he needed, "Here we go..." Lee pulled out the spare change. In his hand he now held two quarters and a single dime: sixty cents exactly.

Lee thanked Lilly for allowing him to do what he had to. Mark moved out of the way as Lee returned, now possessing what they needed. Rainbow flew over as Lee used one of the quarters to take out a screw, "You found a way out?" She had been talking with Applejack and wasn't sure how their search had been going.

"Yeah, maybe." Mark answered her, "We'll see once this thing's out of the way." Kenny came over as well, Lee was nearly done loosening the other screw.

Kenny stepped forward as the second screw was removed. He grabbed the air unit from on side, Lee from the other. They lifted it out of its frames and lowered it slowly to the ground. Mark was right: an air duct had been lying beyond the conditioner, "There's our way out." Mark stated with some hint of pride.

Kenny nodded, "Looks like this thing'll take us straight into that back room..."

Lee had been examining their exit. While the duct itself was well sized, the entrance from their end was not exactly wide, "It's too small for us to fit through."

"Betcha I can fit through." Rainbow said. Before anyone could object, or encourage the act, Rainbow had already flew up to the air duct and was making her way in. The only problem was her legs; she had to maneuver around a bit to get them in without bending them the wrong way. Once she was in there was plenty of space to move. Applejack had trotted over to stop her but arrived too late to even try.

Lee knew he couldn't stop her, even before she had gotten in the duct completely. He looked at her before her figure disappeared, "Alright, see if you can get to the other side of the door and..."

"I got it, Lee." She called back, "Don't worry." They could only wait as the Pegasus made her way through the metal air channel. Applejack hoped nothing would happen.

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Rainbow had no room to fly so she was forced to use her hooves. Ever small step caused a metal pop as she raised her hoof, she wasn't worried at all that someone might be able to hear her. As she went along a few things went through her mind. This Dairy, and their sick source of food. Dash had never really gotten to know Doug and felt a little guilty that she'd never get the chance. But Larry, Twilight, and that whole scene in the meat locker dominated her thoughts at the moment. She didn't regret her non-stop argument relationship with Larry one bit; someone had to stand up to him when he was being a raw flank. But why couldn't she just let that one go? They were in a bad position, this could have been the one time she let Larry let off some steam. And Twilight...

How could she have done that? What had been running through that smart brain of hers? Yes, she was in a bad way. And was still off because of that, what'd Applejack call it? Morphine? Either way, Twilight did what she did. She took someone's life. Dash had to think it aloud in her head a few times to fully grasp it. Twilight killed Larry. Twilight killed Larry! Twilight KILLED Larry! She stopped and shook her head, remembering who Twilight was. Rainbow let the subject go as she continued to the end of the duct.

There was a vent covering the way out, fortunately it was poorly attached. Dash turned around completely, and with one swift buck the vent came loose and fell a foot from the duct onto the floor. The clang it caused was just a tad louder than she would have preferred. Dash crawled out of the small space and allowed her wings to go back to work. She was in the back room Kenny had mentioned... She starred at the room with widened eyes. There was more blood on the floor here than their had been in the back room of the drugstore. Not to mention all the sickening objects that littered it. Dash's attention fell on the pile of traps, they were all different but came together with the same horrid feel you'd get just by looking at one. The same feeling she'd gotten from the trap in the woods. Then suddenly, it came to her; that trap in the woods belonged to the St. Johns!

"Who wants some?!" A familiar voice called out, Dash quickly tensed and looked around, "I DARE some dead asshole to try ta cross my fence tonight!" Danny called out again. Rainbow realized the sound of his voice was coming from the other end of the barn. One of the double doors to the room was creaked open. Rainbow flew over and peaked around, finding a lone Danny sitting on a hay bale just outside the door at the other end of the barn. He was guarding their prisoners, his rifle setting upright next to him. Fortunately, he was completely oblivious to their immanent escape. Rainbow flew around for a few seconds until she finally spotted the door. She could only open up the thing with her mouth, and with the blood stained condition of the room she took a moment to work up to it.

Everyone looked anxiously as the door opened up. A cool wave of relief washed over them as Dash floated in the doorway. Applejack, who had been worried for her rainbow maned friend, trotted over to her, "Ya alright, Dash? Did anyone see ya?"

"No," She replied. Her eyes moved over to Lee, "but our friend Danny is just outside the barn.

Kenny and Mark went past Rainbow to the other side of the door. Applejack made sure Rainbow was fine before following Kenny out, her current goal to help save Duck and Katjaa from the St. Johns. Rainbow was waiting for Lee, who went to Lilly first, "Lilly, I'm sorry. We gotta go..."

"I know." She told him. She didn't budge from her spot next to her father, "I just need a minute." Lee nodded, knowing she needed this time. He was about to head out, "Hey." She looked up at him, "Thank you for trying."

She referred to Lee's attempt, and momentary success, at saving Larry's life. Lee looked down at the dead Larry, then back to Lilly, "I'm sorry he didn't make it."

"It's not your fault." She stated bitterly. Her gaze turned to a hateful glare as she glanced at the Unicorn. Twilight felt worse as she caught the mourning woman's glare, she laid her head on the floor again.

Kenny returned to the door, "Lee, I see that asshole! I got an idea, get in here."

Lee walked over to the door. He turned to Dash, who was ready to follow, "I need you to stay here for now."

Dash's initial response would have been 'why' or 'no'; But, for this one time, she just nodded her head yes. Lee left the meat locker to join the other three outside. Mark, who had seen the room already, just tried to ignore the sight. But Kenny and AJ, especially AJ, surveyed the room in horror, "Oh by Luna..."

Kenny turned to Lee as he came up to them, "We told you there was something up, Lee! It's a goddamned human slaughterhouse!" Lee looked around the room once more. How this Dairy, which was once an older man's pride and joy, came to be a farm of horrors was beyond him.

They all crouched down to make less noise as they moved about. Lee and Kenny both went to the first item they spotted that could be used as a weapon; which there was plenty of. Kenny grabbed up a curved blade, known as a sickle, and Lee found a mini cattle prod on the side of the blood tub. Mark was near Lee and got a good look inside, "Jesus Christ! Look at all the blood in here!"

"Must be where they butcher people." Lee told him. He was fully disturbed by the rooms décor, just like Applejack and Mark.

Kenny shook his head, "Sick bastards. All of 'em!"

Moments later all four of them were gathered near the doors. Kenny peaked through the open door, Applejack was to the right of him, "So what's the plan here, Ken?"

He pulled his head back into the room, "That dumbass is so caught up in his own rant that we could probably sneak right up on." He turned to everyone, "I'm going to sneak up on him and grab his gun. Applejack; you and Lee are gonna come with in case something goes down. Mark'll stay back here and cover us, and warn the others if anything goes sideways."

"Sounds good to me." Mark stated.

"Alrighty, then." Lee agreed, "Let's do this quickly."

Kenny opened up only one of the doors, "You two stick close." Applejack and Lee followed past the open door. Mark stayed right behind the door: listening, and occasionally poking his head out, to keep a check on what was going on. Danny continued to speak to himself as the group of three approached him from behind.

They stopped their approach as Andy came out of nowhere. He looked down at his younger sibling, "Dan, what are you doing outside the barn?"

"Shit!" Kenny swore. Having nowhere else to hide: all three of them dove into the nearest stall to avoid being seen.

"Just guardin' the place," Danny responded to his older brother, "like ya said."

"Well, quit sittin' out in the rain like a damn weirdo. Mama says we..."

Kenny looked at Lee, "Dammit! We were so close!"

Applejack turned to both of them, "What do ya reckon we do now?"

Lee was listening to the siblings talk outside, their discussion being about which of their prisoners do they kill and who they should save for food. He looked at his friends, "Those bastards are talking about butchering us right now!"

Kenny was already thinking of a plan B to get Danny. After a few seconds the sounds of Andy faded and ultimately disappeared, leaving the sound of Danny talking to himself again. Ken looked at the other two, "Alright, new plan. That bastard has to get past us to get to the meat locker. When he walks by; we jump him." He gripped onto his sickle, "Ya grabbed a weapon, didn't you, Lee?"

"Yeah." Lee showed him the cattle prod in his possession.

Applejack looked back and forth at the weapons in their hands. Her gaze went up to Kenny, "We aren't planning on killing 'im, are we?"

"Not unless we have to." Kenny told her, "Keep an eye on Danny, Lee. Let us know when he comes by."

Lee opened up the stall door enough to peak out. Danny was talking to Maybelle, the cow, about how much Andy and mama didn't think he was smart. He had hold of a bear trap and was setting it up on the ground. He wasn't going to kill them all right away, he wanted to have a little fun while he was doing this. Lee closed the stall door so he could talk with Kenny, he didn't notice Danny's gaze falling on the closed door, "Sick fucker thinks this is a game."

"What's he doing?" Kenny asked.

"Setting up one of those traps for us."

"One of those metal things from the back room?" Lee nodded yes to answer Applejack's question, "Those things looked like they could really hurt a fella."

Lee began opening the stall again, "I think that's the point." He peaked out again. The trap was lying on the floor but its owner wasn't near it. Lee looked out for a few moments, no sign of Danny. He closed the door again, "I don't see him anymore!"

Applejack was a bit unnerved by this, "What do ya mean? Where'd he go?"

"I don't know."

Kenny was listening the entire time. Danny couldn't already be going to the meat locker or else he would have heard it, "Well look again, dammit! He didn't go past us!"

Lee had a bad feeling growing in his gut as he slowly opened the door another time. As he pushed it open he looked up, directly into the dark barrel of the gun pointed at his head. Danny was standing there with a pleased smile on his face; Lee would be the first to die. Lee acted quickly, however, and pushed the barrel of the gun away before it could go off. The loud bang of the rifle went off right next to Lee's ear, he gripped it in pain. Danny struggled to grab another bullet and reload Charlotte, succeeding in reloading his 'girl'. Fortunately, Lee gathered himself before he could fire and rushed him. He put the prod to Danny's chest, electrocuting him for less than a second before Danny used his rifle to knock Lee to the ground.

Danny raised Charlotte and aimed her right at Lee's head. Mark ran out from the back room towards them, "Fuck, LEE!!" Danny raised the rifle up and prepared to shoot Mark. Without warning the stall door, which had shut on its, flew open and knocked the rifle away from him. Kenny came out and sliced Danny with the sickle. The farmer tried to back away, putting him only a few steps away from the trap. Applejack came out right behind Ken, she turned around completely and proceeded to buck Danny's leg. The reduced force behind it still broke a few bones. The sickle was raised and Kenny prepared to get the cannibal with it again. Danny backed away in fear of another blow; his good leg got caught in the trap he had set up, he called out in pain as he fell to the floor. Kenny threw the sickle to the ground now that their was no further use for it.

Mark helped Lee off the ground as Kenny and AJ began to question the downed farmer. Applejack looked at him; disgusted by what he did and tried to do, as well angered over the two people his family was holding hostage. She held a firm tone as she asked the Dairy farmer about said hostages, "Where are Katjaa and Duck?"

He didn't answer her and gripped his leg in pain. Kenny was getting too clouded with anger by now, "Where's my family, asshole?!"

"You can't have 'em!" Danny finally looked up, "We need the vet!"

As he mentioned her, Katjaa's voice carried out from the house to the barn, "NOOOO!"

Kenny looked out the barn door, "KAT!!!"

Applejack looked from the door to the others, "Lee, Mark! C'mon!"

"You two go." Lee told them. He looked over at Danny, "We won't be far behind."

Kenny and AJ didn't argue or agree, they simply left the barn quickly to make their way to his family. Danny gripped his leg in pain, his attention barely on anything else. Lee put his hand on the handle of a pitchfork that stuck out of a hay bale next to Dan; When Danny looked up the prongs of the pitchfork were inches from his face. He groaned in pain before speaking, "Ya see!?! You understand now, don't ya?! You can have me!" Mark watched the sick, twisted man talk with disbelief over what he was saying, "It's how the world works now! Give part of yourself..." He grimaced once more. One of his legs was broken and the other was burning with pain. He looked back up, "So others can live!"

Mark got right beside Lee as he held the pitchfork, "Lee should put you out of your misery."

"Cannibalism is NOT the answer!" Lee responded to Danny's claim, "Aren't the walkers eating enough of us?!"

Danny ignored them both, "Ya gotta keep me alive." He instructed, "If you kill me, the meat gets tainted! Ya can't eat it!"

"You're already tainted." Lee retorted.

Dan leaned back, "You ain't gonna kill me, just like you didn't kill Jolene..." He declared, "You don't have what it takes!" Danny truly believed Lee could never kill someone; it was more of a matter of he didn't want to. Danny shook his head at him, "... Fucking coward."

Lee launched the pitchfork forward. Danny covered his face and shrieked as it struck the hay bale inches from him. He slowly realized it didn't hit him and looked up at Lee, "This is NOT how the world works now." Lee told the St. John, "You won't make me kill you!"

Mark wasn't sure if letting him live was smart, but knew that he could never bring himself to kill someone else so didn't complain. They both turned as Lilly, Rainbow, Clementine and Twilight approached. Lilly grabbed up Charlotte before looking at the breathing Danny: she agreed with Lee's decision, which all four of them had witnessed. The pitiful soul wasn't worth it. Rainbow and Clementine were glad to see Lee hold firm and not kill. Twilight didn't have much of an opinion, in fact she looked fairly awful.

Lee looked at the door to outside. He was worried about Kenny, his family and Applejack. Mark put a hand on his shoulder, "Come on, let's get them."

"I should come with you this time." Rainbow told him, "Just to be safe."

Lee thought about it. Lilly, at the moment, seemed to have her mind on the current situation rather than just her father and Twilight. He nodded, "Alright, let's go." He looked at Lilly, "Keep Clementine safe."

"Will do."

Rainbow gave Clem a positive look before they left, "We'll be right back." Clementine nodded as they left. Lee and Rainbow looked at Clem one more time before they left the barn, she was confident that they would be alright.

Danny waited until they were out of the barn before grabbing Clementine's attention, "Ya know you're not gonna see 'em again, right? Mama and Andy are gonna kill them nice and slow." Lilly went over to the wounded cannibal. She raised Charlotte and hit Danny in the forehead with the butt of his own rifle, knocking him out as he had done to Lee earlier.

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Carley led Ben through the cornfield as they approached the St. Johns Dairy. They weren't taking the path up to the gate because of a feeling Carley had, a feeling that something wasn't right. Nobody had returned to the Motor Inn yet, they should have finished that dinner and gotten back by now. It wasn't smart to leave the Inn unguarded but the feeling had evolved into a true belief something had happened. Hopefully Lilly wouldn't get angry. Carley stopped Ben as she heard odd footsteps. They were ten feet away, she believed, from the electric fence. She looked through the corn stalks as best she could. The outline of a humanoid figure was discovered several feet ahead, it was moving stiffly and was easily recognized as a walker. It was moving towards the dairy; attracted by something.

She whispered to Ben, "Walker up ahead. Stay here until I deal with it." He answered 'okay' as Carley slowly approached the walker. She stayed in a low, sneaking state as she moved. The walker didn't notice her at all. In fact, its lifeless eyes were fixated on something up ahead as it stumbled forward. Carley pulled out her gun as she got right behind the ghoul, and, knowing it would be highly stupid to fire a bullet off, she pistol whipped the walker in a softened area on its skull.

She could make out three more figures ahead, just beyond the now visible fence. They were all crouched down outside of the red barn she'd noticed earlier. They caught sight of her after she took down the walker and were trying to make out who it was. One of them suddenly called out in a hushed voice, "It's Carley!" She recognized who it was right off the bat.

Carley took a few steps closer and stood up. She could see all three of the figures almost perfectly, "Lee? Rainbow? Mark?"

Ben, noticing the walker falling and believing he'd been called forward, walked up next to Carley. One or two of the stalks he tried to pushed out of the way actually seemed to slap him in response, "Ow!"

Carley turned to Ben as he approached, "Shh!" He stopped just left of her. She looked back at her friends beyond the powerless electric fence, "Is everyone okay? You guys have been gone WAY too long!"

"They attacked us!" Lee told them. He was surprised to see them here.

"I knew it!" Ben said aloud. He looked at Carley, "I told you we couldn't trust 'em."

Carley turned from the teenager back to Lee and them, "Shit. How many of them are there?"

Lee answered her, "Two left."

She looked at the rest of the Dairy to see if she could spot them, "Where?"

"In the house, we think." Rainbow told her, "Things here aren't going so well. Larry died just inside the barn!"

Mark nodded, "Yeah, and you won't believe what they did to Doug."

Carley had become relieved that they were alright, but that relief turned to shock when she learned about Larry. And that shock turned to worry as she heard Doug's name, "What happened to Doug?"

Lee didn't want Carley to learn about Doug yet, even though she would have to be told before the day was over. But Mark was one of the few who was not fully aware of Carley's feelings for the computer genius. Therefore, he did not treat it as such a delicate situation, "The cut off his legs and tried to serve him up to us on a silver platter!!"

Rainbow wanted to buck Mark in the stomach for blurting it out like that. Ben was disgusted by the thought, while Carley was trying to grasp the concept, "Wh-what? They what?"

She was slowly dissolving into a bad state of mind, similar to Twilight's minus the guilt of murder. Lee got to his feet and walked closer to the gate, "Listen, Carley, we're in a bad spot here. I feel your pain, but for right now we need to keep our minds on the problem at hand."

Carley was still trying to think clearly. It took what little will she could find to speak to Lee, "What do you n-need me to do?"

Lee could tell the second that the full concept of Doug's demise hit her; she wouldn't be able to help them. He couldn't ask her to go back to the Motel with only Ben to accompany her, either, "I need you and Ben to wait near the gate, just until it's safe enough to come in."

Ben glanced at Carley, who couldn't answer even if she'd heard Lee completely, "We're on it." Ben told Lee. The kid had to direct Carley in the right direction else he'd lose her in the corn.

Rainbow looked up at Mark, "Not cool." She gave him a glare of disapproval.

Mark knew that was troubling news, but didn't think Carley would take it that harshly. He tried to piece it together as he spoke, "I'm sorry, it didn't occur to me that's the way she'd take it. I thought..."

"We don't have time to discuss this." Lee told them, they were pressed hardly for time, "C'mon."

Lee lead the way over to the house, remaining low to keep quiet and unseen. Mark followed in a similar fashion. Rainbow could not risk flying without attracting undue attention; so she remained firm and low to the ground. As they got close, Katjaa could be heard once more, "No! No! Please, God! No!! NO!!!"

"Just shut up...!" Brenda yelled back at her from within the white structure, "... and he'll be fine!" The trio kept going for the house. They kept their eyes peeled for any other living soul out here, anyone at all. Their was nobody else out here; not Kenny, not AJ, not even Andy.

Speaking of Andy; his voice was heard from inside the farmhouse. He was speaking to Brenda, "Somethin's up. I'm gonna take the boy and have a look around back..."

"No, please," Katjaa begged them, "don't take my boy!"

Andy continued to, Rainbow correctly assumed, pry Duck away from his mother, "Let go, woman!" Lee quietly opened the gate to the picket fence. They began their ascension up the hill.

"Settle down." Brenda said after some seconds of silence, "I don't wanna hurt ya'll." Lee was followed closely by Rainbow and Mark, they remained as silent as they possibly could on the short trip up. They all stopped suddenly as Brenda's shadow blocked light that was escaping from the screen door moments ago. Brenda had heard something out front and came to investigate. She looked out to find the outlines of three people, one of them obviously one of those ponies. They had gotten out, and God only knows what they most likely did to Danny. Frightened; Brenda backed away from the door, "Oh God..." Mark and Lee stood up, knowing their cover was blown. Rainbow allowed herself off the ground as they continued on up to the porch, "Come here..." Brenda's voice was heard from inside.

Katjaa's struggle against the woman was lost, "Let me go!" Lee was first to reach the porch, Rainbow being next after. Through the screen they could see Brenda at the base of the stairs, holding Katjaa captive with a revolver to her head. Both women saw Lee's shadow through the screen, "Lee!"

Brenda tensed up as the other two came into moderate view. She held her voice at a firm pitch, "Get back! Don't come in here." They took a few more steps until Lee was at the door. Brenda was frightened beyond mental recognition, "You just HAD to go snoopin' around, didn't ya?!"

Rainbow was next to Lee, looking through the screen, "Let Katjaa go, or else."

Lee could do without anyone threatening the woman. He pulled open the door and stepped in, but stopped immediately as Brenda raised the gun over at him, "All of ya, don't any of you take another step!" Rainbow flew slowly inside, stopping to the right of Lee.

Mark entered, moving left of Lee, "Brenda, you know that you don't wanna do this."

Brenda put the gun back to Kat's head, she backed up one step up the stairs, "Just go away and leave us be!"

Rainbow and Mark began moving forward, Lee stopped them immediately. He whispered slowly to them, "I'll handle this. Just stay here and watch my back." Lee began approaching the women with cautious steps, Mark and Dash stayed put and watched the upcoming events unfold.

Brenda tensed up even more as the man came over. She soon pointed the gun at him again, Rainbow nearly took off at the woman for aiming it at him. She spoke over at him clearly as she could, "Stop right there, I mean it!!"

Lee tried to think of something he could say to calm the woman down. His gaze went to the portrait of Brenda and Terry, the man looked proud in that portrait: proud of his wife, his family, and of his home. Brenda followed his gaze, her eyes falling on the photo as well. Lee soon turned and gazed up at her, when she returned the attention Lee pointed to the picture "Think about your husband, Brenda! Would he have wanted his Dairy turned into a... a slaughter house?!"

She glanced from Lee to the portrait. Terry had always been a good man, took care of his family and his home. There was a moment when she felt ashamed for what the Dairy had become. She did her best to shake it away, returning the gun to Kat's head, "I'll kill her, Lee!" She backed up another step.

"Don't do this..." Katjaa begged softly to Brenda. Lee resumed his slow yet efficient approach towards the two. Mark looked up from Brenda and Lee as something caught his eye. Up there, reaching thought the wooden railing at the top of the stairs, was Doug. He was dead, undead to be precise. On the track Brenda was moving on she'd eventually get close enough that he'd grab her. Mark looked up sadly at the walker Doug: he couldn't imagine sharing that same fate.

Brenda aimed her gun at Lee again as he got to close, "Stay back! Don't do anything stupid."

Out of the corner of Lee's eye he could see the diplomas on the wall. A sign of how well educated these people were, "What happened, Brenda?" He asked, "Your family was obviously smart! How did it come to this?!"

She was allowing his words to sink into her mind. Brenda asked herself how things got this way, how the world went to hell like this. It brought on sorrow, throwing much emotion into her voice as she put the gun back again to her hostage's head, "Just stop!" She went back another step.

"Brenda," Katjaa begged again, "please..."

Lee kept proceeding forward once the gun wasn't on him. Brenda was turning into a wreck, everything was running to ruin around her and she had no control. Lee was enclosing, she pointed the gun at him to make him stop again, "I don't wanna kill you, Lee!"

Lee thought back to everything the St. Johns had said about their home, this Dairy. They loved it, long before and after the dead began walking. This place was their only sanctuary from the outside world which was coming to ruin. Yet, this place was worse than the outside, "This Dairy was your pride! Look what you've done to it!!"

Brenda had almost put the gun to her head instead of Katjaa's. The truth had crossed her before, but not in this way. She backed up two steps and failed to dismiss the thoughts from her mind, "Stop! I-I mean it." She was on the verge of a full blown breakdown. Lee continued up to them; Taking slow, easy steps. Brenda backed up several more steps the second Lee reached the bottom of the stairs. She was inches away from the husk of Doug when he growled at her, grabbing her attention. The woman turned to see the walker that had failed to sneak up on her.

Rainbow had been waiting for a chance to do this. Though Lee said he had this, she wanted payback for everything these people had done. Without second thought: Dash soared the small space between her and them. Katjaa managed to get out of the way enough to allow Rainbow to strike Brenda in the chest. She was stunned from the unexpected blow; she lost her grip on Katjaa, who bolted down the stairs, and the gun, which flew away from her to the base of the steps. Unintentionally, Dash had knocked Brenda into Doug's grip. He sunk his teeth into her neck and that was it. Brenda screamed in agony.

Dash starred in horror at what she had caused. She indirectly killed her. Rainbow would NEVER kill anyone on purpose unless she absolutely had no choice. The difference between her and Twilight, thought; she wasn't going to let this drag her down. Katjaa ran up to Lee, she was desperate to get her son back, "They took Duck! Where's Kenny and Applejack?!"

Andy's voice was heard once again, this time he was the one outside, "I said don't move, both a ya!"

"Don't ya dare hurt him, Andy!" Applejack's warning was heard as well.

Katjaa ran toward the door, "Oh my god!" Lee followed her out. Rainbow took her eyes off the now dead Brenda to fly outside, following the sound of her friends voice. Mark did not follow right away. Instead; he looked over at the revolver Brenda had dropped. It was a good, reliable model by the looks of it. And chances were they could find ammo for it in Macon the next time they searched it. Mark went over and picked up the gun, examining it a few moments before going for the door.

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"Let go of him, goddammit!" Kenny demanded, his parental instincts overshadowing all other thoughts. Katjaa and Lee ran outside as he spoke. Just outside the house, near the edge of the hill top, Kenny and Applejack were facing off against Andy. The farmer kept them at bay as he held Duck hostage and pointed his rifle at them.

Andy shook his head, "That ain't gonna happen!" He was preparing to shoot someone.

Lee left the porch, "Andy, don't!"

He immediately pointed the gun at Lee, "SHUT UP!" Kenny charged at Andy while he was distracted.

Andy pointed the gun at him the second he moved and fired. The bullet hit Kenny and went through him missing all organs and arteries, and passed out the other side. Kenny dove to the ground as he got shot, grabbing his stomach in pain. Katjaa and Applejack both screamed, "KENNY!!!" They ran over to him.

Duck watched as his father hit the ground, "DAAAD!"

Rainbow made it out, her eyes falling on the downed Kenny. She watched Andy carefully and anxiously; waiting for an opportunity to rush him. Lee raised up his arms, "Andy!" He walked towards the last threat on the Dairy.

"Who the fuck do you people think you are?!" Andy asked, his rifle back to Lee. He'd had enough from these people who caused nothing but trouble since they got here, "Look at what you've done!"

"Calm down..." Lee couldn't risk agitating him while the gun was in his possession.

Andy had daggers in his eyes as he spoke to Lee, "Calm down?! What for, huh? All we wanted was some goddamn..." His rant was cut short as he received a bullet to the side. Mark stood on the porch, his hands tighly gripping Brenda's gun after he'd fired off.

Andy let go of Duck, allowing him to go to his father. Lee hadn't a second to figure out what happened as Rainbow took immediate action. Once Duck was free, she flew with speed towards the unprepared Andy. Dash collided into him and they both went tumbling down the hill in a sort of wrestle. Lee ran after them, Applejack left Kenny to chase after a falling Rainbow. Mark took AJ's place getting Kenny to his feet. A short struggle took place at the base of the hill: Andy trying to get to his gun and Dash trying to keep him away. Andy elbowed her in the nose and threw her on her back. He quickly grabbed up his rifle and aimed it at the downed Pegasus as she tried to get up. Dash had no time to flee, call for help, or even cover her face in a small hope it would do some good.

Lee had made his way down the hill by then; he tackled Andy to the ground as the man fired. The shot, originally intended for her head, was misguided from the rifle falling down and struck the bone in her left wing. Dash screamed in pain from the impact of the rifle round, she covered the wound with her two front hooves. Applejack reached the spot as Lee began struggling with Andy, he looked back at her, "Get Rainbow back, now!" AJ didn't answer and just proceeded to move Dash, grabbing her tail in her mouth and dragging the downed Pegasus. Andy and Lee brawled for some time before the Dairy farmer was able to knock Lee down and kick him in the side of the head.

With Lee down, Andy decided to finish him off. He would have gone for the rifle had a more painful death not crossed his mind. Andy walked over to the generator and activated the device once more, sizzling was heard as the fence came back on. He returned to Lee and grabbed him by the back of his jacket's collar, "Get up. Get the fuck up!" He dragged Lee, who resisted as best he could, over to the fence.

Andy used one arm to restrain both of Lee's while his free hand pressed hard down on the back of Lee's head. With the difficulty to maintain the hold on his opponent gone, Andy began forcing Lee's head closer and closer to the fence. The two struggled for less than a few moments before he was inches away from the wire. From the darkness of the barn, Lilly and Clem came into view to get a closer look at what was happening. Twilight followed them slowly. Lee was able to catch a glimpse of them as he tried to back away from the fence. He knew a certain somebody over their had a gun, "L-Lilly!!"

Lilly aimed her rifle over at Andy. She shot him in the shoulder, the impact alone sent him backwards onto the ground. Lee wasted no time and went over to him. Using his legs to pin him down, Lee got on top of Andy and started wailing on him. Punch after punch; Lee allowed himself to let Andy have it. Everyone gathered near the gate as the scene played out. Clementine, Dash, Applejack, Kenny, Katjaa, Duck, Mark, Lilly, Carley, Twilight and Ben watched as Lee turned Andy's face into raw beef. It wasn't long before the man's face was bruised and broken.

Lee stopped his assault and started to breath. He looked down at the damage he'd done before raising to his feet. Andy huffed as he looked up at the rainy sky, "Is that all ya got, Lee?" He raised his head up to look at him, "... You ain't shit!" He let out a weak chuckle as he lowered his head back on the ground.

Exhausted in all senses of the term, Lee looked at Andy in utter disbelief, "IT'S OVER!"

Andy raised his head again, "Fuck you." He started moving to get himself off the ground. He threatened Lee as he moved, "As soon as Dan and mama get out here," He got to his feet, slouching, stumbling, and breathing in heavily as he continued to speak, "yo-you're all fucked!" He dished out another weak chuckle.

Lee looked away for a moment, remembering the fates of the other St. Johns. He returned to Andy, "They're not coming."

Andy gazed at Lee stupefied, "What do you mean?! Lee, what the fuck do you mean?" Lee did not answer the man. Now that there was no reason to stay, he turned and walked towards his friends and allies gathered near the gate Carley and Ben had opened. Andy stumbled after Lee and pointed his finger at him, "Don't you DARE walk away from me, Lee!" Andy stopped after a few step and slouched, everything had settled in, including the bullet in his side, and he fell to his knees. He was defeated, wounded badly, and still wasn't ready to give up, "Get back here and finish this Lee!"

Lee stopped to look back at Andy. He was halfway between him and his group, Lee's sudden stop as Andy practical begged for death worried some of them. Rainbow was still in pain as she gazed at her friend, worried he was preparing to do it. It would be difficult for him to walk away after all Andy had done; the man ultimately responsible for Doug and Larry's deaths. He starred back at Andy, a broken man who wanted to finish what he had started. The busted face, his shirt wet from rain, mud and blood, and his begging expression which was more pathetic then sad. He turned back towards his people who he'd known for these hellish months, and the new kid Ben. They were anxiously watching to see what he would do. Clementine, Dash, Twilight and Applejack were worried that Lee would actually do it. They were relieved as Lee began walking toward them again. It was very difficult for Lee to say no, with all that happened.

Andy watched him continue to walk away, "Get back here and fight me like a man, Lee!" He did not stop again. The gun shots fired within the last ten minutes attracted the attention of every walker in the area. They were now closing in on the Dairy from most sides. Andy called out again, "Leee!"

Clementine caught something at the edge of her eye. She was first to see the walkers just outside most sides of the fence, the others soon followed, "They're getting in!" The walkers tried to crawl through the wires, knocking over whole sections of the fence over in the process.

It was officially over; Andy had lost everything. He called out again, "Leeee!!"

Lee paid no mind to Andy or the walkers, only to leaving this place. The others gave him a path as he walked past them, he spoke to them without even slowing down, "Let's go." Lee walked through the gate and down the drive, followed by almost everybody else. Lilly stayed behind, watching as Andy wallowed in his own self pity. Though Twilight killed her father, Lilly knew it would never had happened had Andy and his family of cannibals not locked them in there. She knew what was about to happen to him and Danny, with all these walkers closing in on both of them. Lilly gave him this one last look before following her group.

Andy was as good as dead. In addition to all these walkers that were lured in, the walking corpse of his mother stumbled out of the house and stumbled down the hill towards him. He looked as the group left his ruined home, leaving him to die. All of this was well deserved, if only he could accept that. He called out one more time, before losing all ability to do anything other than wallow, "Leeeee!" The walkers soon enjoyed their meals, leaving nothing to reanimate.

Episode 2 Chapter 7: The Car

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Episode 2 Chapter 7: The Car
Written by: bobby ray
Proofread/Edited by: KJay

Celestia lay sprawled across her bed. The previously neat tucked blanket was now loose and uneven, almost half had fallen to the floor. One of her wings clung tightly to her while the other was more eased and shot out half way. Her eyes hidden behind their lids which were tightly closed. Whimpers and small gasp escaped from her lips, which were open to allow air to pass easy. Celestia was having another nightmare, but this one was different from the others.

The nightmare began as a dream, and the dream began as simple images. She was use to the imagines by now as they were the bulk of her dreams these last few months. They showed random humans in a state of poverty or refuge; most, if not all, were doing anything and everything they could to survive. Celestia had seen these humans try to retain hope as well as lose it entirely. She'd seen humans trying to keep hold of themselves, but most had been reduced to their basic will to survive and all the horrid things that followed it. Celestia's heart had grown heavy for the race of man in their time of suffering.

But this time the images were different, if only slightly. They usually had shown her many different humans from across their globe, most in the same conditions. This time around, however, these images were only showing her a particular group of people. These survivors, which Celesetia had decided to be the most appropraite name for the people in her dreams, were a well sized group who witnessed far less tragedy than most of the humans she had seen. It showed them pull together to live, even though hatred amongst their group was quite obvious.

Then the dream came, it felt like Celestia was there as these scenes from the recent past played out in her mind. The first showed a woman, who appeared to be the leader, having some type of fallout with a man in a ball cap. The man was accusing the woman of making poor decisions for the group, and the woman retorted the man, who she named Kenny, wouldn't do any better. The next vision was of two children, they were playing some sort of game to pass the time. One of the children was a young girl, who Celestia had seen in one of her earliest visions, and the other was a boy who was a few years older. They did not find much enjoyment in their game.

What came next caught special attention from Celestia. She saw a few men working on a wall along side Twilight's friend, Applejack. 'What could she be doing here?' She thought to her self, 'How is she with these humans?' Suddenly Celestia was indoors, or at least she was watching a scene play out within darkened walls. The small girl, Clementine as Celestia remembered, was sitting on a worn old bed with a man and Rainbow Dash.

"...I think once we're finished with the wall we can rest easy." The man was speaking with the girl and Rainbow. It appeared to be very late in the afternoon due to the orange light seeping in through the window.

"Don't speak for all of us, Lee." Rainbow told the man, whose name was apparently Lee, "I've been sleeping soundly since we got here."

"We shouldn't let our guard down until we make this place as safe as we can."

"Are we gonna be safe here?" Clementine asked them both.

"Of course we will." Rainbow promised, "Nothing bad will happen as long as we stay here..."

Everything faded out and another scene formed from the emptiness. It was Celestia's very pupil, Twilight, and some man she didn't recognize, working on a machine just like the one that caused Twi's disappearance. The man halted what he was doing on the device to turn to Twilight, "Hey, could you pass me that pipewrench?"

"Um..." Twilight quickly finished what she was doing as she scanned the tools. The laid on a wooden table, organized in a specific order so she'd always find the right one quickly. The pipewrench, however, was not where it was supposed to be. It had been misplaced and was now on the opposite end of the table. A purple aura consumed the tool as soon as she found it, "Doug, could you please put the tools where they belong when you're done using them? I've asked you this before."

She'd levitated the tool over to Doug as she talked. The aura disappeared as soon as he had a hold on it, "Cut me some slack; we were up late last night working on this thing. Some people actually want to get sleep, you know." Celestia was so close to her student. If she had any control she would have called out to Twilight. But, alas, she couldn't and the two geniuses before Celestia continued their work.

It all made sense now, though. Twilight's machine is supposed to enhance a unicorn's abilities if Celestia was properly informed. So, if that is the case, then even a simple teleportation spell could have sent Twilight and her friends out of Equestria's borders. Celestia had already discovered and made this conclusion a while ago. But it seems the machine was more powerful then Celestia would have thought: it transported her student, Rainbow Dash and Applejack to the world of the humans! The joy Celestia felt over her new discovery on their location was immediately shut down. The humans were going through a great crisis; Celestia would have to retrieve them as soon as possible. As she remembered this fact, the dream suddenly became a nightmare.

Everything faded out to black. The fragments from the recent past were being replaced with a vision from the dangerously close future. Celestia found herself outside the structure she'd just been in, according to a nearby sign it was called the 'Travelier Motel'. She felt as if she were actually there, as if she was standing in the middle of this human group's place of sanctuary. Loud noises, unfamiliar to Celestia, went off near her. She turned to her right to find the group this night's dream had been focusing on. They were all behind anything they could use as cover. Her three subjects, Twilight and her friends, were behind these objects as well. A few of them, occasionally, would come out of their cover to use some form of weapon, which what was making that loud popping noise.

The same noise was coming from elsewhere too. Celetia turned towards her left to find bright flashes coming from the nearby woods. More people, Celestia assumed these to be hostile, were fighting the people who had taken in her subjects. The weapons both sides were possessing had to be lethal with all the noise they created upon use. 'There is no doubt,' Celestia thought to herself, 'I must find Twilight the very...'

Her trail of thought was cut short as one of the men called out something, "Shit! Walkers!!" Celestia did not understand what they meant by 'walkers'. She turned back towards the group to find their attention turned from the attackers to something else. She turned one last time to find something horrifying. At first they seemed to be more humans, probably more of the attackers coming into the Travelier. But they were acting odd, moving in some type of limp towards the group.

Then her eyes adjusted and Celestia saw the truth. These were the faded creatures she'd seen in previous nightmares, only this was the first time Celestia could see them clearly. They looked like the humans and yet they were very different. They wore the same type of clothing but their was torn, some covered in blood. Their skin was an unnatural color; as if they had died some time ago. One of them looked in her direction for just a moment, just long enough for Celestia to get a good look at the creature's eyes. Celestia's eyes widened in horror and she gazed at the sight; its eyes were purely white and lifeless, no emotion was found within them. These things looked to be pure evil in solid form. Some of the attackers turned their attention to the creatures, and most of the monsters were going into the woods towards them.

Celestia hadn't even the slightest idea at the moment what these thing could be; they looked like changelings who hadn't come close to what they wanted to turn into. She watched as both sides fended off the vile creatures, soon all of their attention was on them and not each other. Whatever these things were; Celestia knew they were putting Twilight and the others in grave danger. Soon everything went to black and faded out once more. Celestia awoke suddenly and with an intensely deep breath. She was covered in sweat, her body couldn't stop shaking for a good three minutes. The knowledge she'd gained from that Nightmare was fresh in her mind, with the image of those horrid creatures and the knowledge they were threatening her subjects up front. Celestia knew she couldn't afford to rest again until this was dealt with.

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Everyone walked along in no order, they just went along the dirt road at an even pace. Lee was in front of most of them, he'd given the rifle to Mark and now held nothing in his hands. Carley walked alongside Lee, and Ben was not far behind both of them. Kenny walked along the right side of this unorganized pack along with his family. He was gripping his flesh wound in pain, it would take at least a few weeks to properly heal. Applejack trotted alongside Rainbow Dash, who couldn't fly due to her wing. Dash was in intense pain; it felt like her entire left wing was in flames. Unlike Kenny, the extremely tender skin of her wing injury would take much longer to heal. Mark walked along the left side as he kept an eye out for walkers. He tried to keep his mind preoccupied as best he could. Lilly walked along, not saying a word. Twilight stayed at the back as she trotted along, keeping her distance from Lilly and proving to be even quieter. Clementine walked as well, keeping pace with the others.

None of them said much for the longest time. Lee was trying to take Carley's mind off of Doug. Applejack was going back and forth between Dash, Ken and Twi to check up on them. Dash kept telling her she'd be fine, Kenny would be fine after he got some rest, Twilight barely acknowledged AJ's presence. She was becoming increasingly worried for her friend every passing second. Twilight was completely lost inside her own mind as thought after thought raced through her head, she couldn't stop thinking about everything that happened at the Dairy.

"... And if it makes you feel any better," Lee kept at it, "Doug felt the same."

Carley turned to Lee for a moment, "He liked me? Did he really say that?"

"Doug and I had a little spat about it. Yeah, he pretty much did." Carley slowed down her pace and kept looking forward. What she did with the information given to her, well, Lee wouldn't find out for a while.

Ben sped up his pace until he was next to Lee, "Hey, I wanted to say something, but you were talking to Carley and I didn't want to interrupt. Plus I wasn't sure if it would really matter anyway. Also..."

Lee stopped him from continuing with the explanation, "Say what you've got on your mind, Ben."

"Okay then, well... I just wanted to say I'm sorry."

He gazed at Ben, perplexed, "What do you have to be sorry for?"

Ben was trying to make sure he didn't say anything wrong on accident, "A lot of things, I guess. The trouble in the woods this morning, that whole argument you guys had over me and Mr. Parker, my teacher nearly killing you, what happened at that Dairy..."

Lee felt this list would go on for a while, "You have nothing to be sorry for. If anything, be glad you left the Dairy with Carley."

"Were those people really eating human meat?" Ben wanted to believe that couldn't be true, "Because that is just wrong."

Lee looked at him, "Again, be glad you left when did."

"Oh god." Ben thought for a moment, "Did you guys eat anything on accident?"

"Some of us didn't. But yeah, most of us were too hungry to question a free meal. If Applejack and I hadn't discovered Doug when we did, Clementine would have eaten some too."

Ben glanced back at Clementine. The thought of a little girl eating that stuff wanted to make him vomit, the thought of any human eating another human was already enough to make him slightly queasy, "Ah, man, me too."

Behind them, Katjaa momentarily walked alongside Mark and asked him something. Seconds later she was with Kenny again and Mark was sprinting towards Lee, rifle in one had and something else in the other, "Hey, Lee." The two stopped as he approached. Mark stopped in front of Lee and handed him the video camera he'd found earlier, "Katjaa grabbed this inside the house before we got there. She said this was with your other stuff."

"Yeah, I found it at the camp when we went looking for those bandits. It's got no batteries, though." Lee examined the small device for a moment, believing there was nothing significant about it, "What should we do with it?"

"Give it to Twilight." Mark suggested, grabbing the device to examine it himself, "I'm sure she can use it on her machine."

"What machine?" Ben asked, he was the only one here unaware of how the ponies got here.

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Everyone began to take advantage of this short stop. Applejack was checking up on Ken, seeing how he was doing until Dash grimaced in pain. Dash held her head up when she noticed the cowpony approach, her pride outweighing her still bleeding injury. Katjaa would need to deal with her and Kenny the second they got back. AJ saw right through her best friend's ruse, "I know yer in pain, Dash. Are you feelin' alright?"

"I'm fine!" She wouldn't have snapped at Applejack if all the nerves near her bullet wound hadn't went off all at once.

"Are you sure about that? This the first time you've ever been shot."

She put on a smile, "You haven't been shot either, AJ. It doesn't hurt as much as you'd think." She lied, horribly, "I'll be okay."

Applejack wanted to persist until Twilight went by. She wasn't paying the least bit of attention and failed to notice everyone else had completely stopped. Dash gave Applejack a worried look, who returned the gesture, before they pursued after their agitated friend. AJ reached her first, "Are ya doin' any better, Twi?" She paid her no mind and kept going forward.

Dash got next to Twilight as all three of them walked at the same pace, "Hey, Twilight, you know everybody's stopped, right?" Again, she didn't seem to be listening. Twilight was forced to stop when her friends bolted in front of her, "Are you feeling alright?"

"I should be asking you that." She mumbled, finally looking at them.

"I mean, well, you haven't been acting the same since..."

Applejack put a hoof to Rainbow's mouth. She leaned in to whisper, "Right now, Dash, that is the last thing we should talk about." AJ let go of Dash's mouth before returning to Twilight, "What we wanted from ya Twi is..."

"Listen, girls, I just want to get back to the Motor Inn so I can get back to work. Nothing else." She walked off without saying another word, leaving her friends with their worries. They watched her with deep concern as she just kept going down the road.

Lee watched Twilight walk away from her friends, her head down low. He approached Rainbow Dash and Applejack, "Is she doing any better?"

They shook their heads, "No, I'm really startin' ta worry. She just... killed Larry. Who knows what she must be going through."

"Well, I'm not trying to say that she wanted things to end up this way, but Lilly did just lose her father." Lee retorted.

Applejack picked right up on that, "Yes, I know... I'm just... worried."

Lee looked over at Twilight; she who was still going down the road while everyone had stopped, "I have no doubt that it has to be devastating for her as well. She'll just need time to sort this out for herself."

Applejack nodded, "Yeah... She just needs time." She kept repeating that in her head, 'Twilight will be fine after some time to herself,' hoping this would prove itself to be true. She trotted over to check up on Kenny.

"So, how are you holding up?" Lee asked Dash about her wound.

She looked back as best she could at her wound, "Honestly, I can't move my wing without nearly tearing up. But it could have been a lot worse."

"A lot of things could've gone worse back there."

"No kidding. You kept us all safe back there, Lee. You saved me from dying, you saved Clementine from eating that... stuff. If it wasn't for you, none of us might even be alive."

Lee wasn't sure how to respond, and was halted before he could try, "Lee, Rainbow..." They turned to discover Clementine had approached them, "Are those bad people dead."

The two looked at each other to decide how they should answer that. Rainbow got closer to her and spoke first, "We don't know for sure, Clem. We left them in bad shape when we left."

"Don't worry, Clem," Lee got to his knee, "they won't cause us any more trouble regardless."

Clementine lowered her head to think about that answer, "Okay."

"Um, everyone..." Twilight grabbed everyone's attention. She was coming back from the road she'd just gone down, a new expression on her face, "We may have a small problem." They all followed the mare down the road. A new noise got their attention as they got closer, at first it seemed like some odd bell going off in the distance. They lowered themselves out of view when they discovered the source of the noise. It was a lone station wagon parked on the side of this dirt road, the front right side door was wide open while light poured out from within the vehicle.

"Do you see anyone?" Mark asked. It was hard to tell if anyone was inside or near the car from here.

"Not sure," Applejack responded, "hard ta see."

"Maybe they have a flat tire or something." Ben offered.

Lee knew they had to check. If there was somebody over there, however, and any of them were to sneak up unannounced, it was safe to say they'd get shot. He decided to call out first, "Don't shoot. We're here to help." No response. Lee slowly approached the car, keeping himself down low just to be safe. Kenny waited until he got close enough before going over there himself. Lee stopped next to the open door and looked inside, nobody in the car. The key was still in the ignition, as he pulled it out he realized the needle for the gas gauge was on empty, "Figures." He backed out, nobody was nearby who could be this station wagons owner.

"Oh crap!" Kenny finally reached the car. Lee found him gazing intently through the back glass into the trunk, there was plenty of boxes with food in them back there. Kenny looked back at Katjaa, "Baby, you've gotta see this! There is a shit load of food and supplies back here!"

Everyone approached the abandoned vehicle when Kenny mention the supplies. Katjaa and Duck got next to Kenny, Duck grew exited at the sight of the food. It was true the ponies didn't need food like this, but everyone else did. Especially with their current situation back at the motel. Katjaa looked at everyone, "This food could save all of us!"

Lilly gave Twilight a stare filled with nothing but spite, "... Not ALL of us." Twilight lowered her head, the weight of Lilly's stare on her keeping it down. AJ and Dash couldn't blame Lilly for holding a grudge, for obvious reasons, but Twilight felt guilty enough already.

"Look, we don't know these people are dead." Ben voiced what he was thinking.

Mark agreed, "Yeah, Ben's right, they could just be out foraging for food or gas."

"If they come back," Lilly began, "then we're just monsters who came out of the woods and ruined their lives." She was right about ruining these peoples lives, if they were even alive that is.

Dash looked at Kenny, "You're not seriously thinking about taking this stuff, are you?"

"We need it, Dash." Kenny stated. He looked at all three ponies, "I don't expect you three to understand. You've got all the grass you could possibly need."

"Rainbow's right." Applejack chimed in, "We can't take any of this."

"Girls, Kenny's right." It was hard for Twilight to agree with this since it was either looting or thievery, and nothing else. But she knew Duck, Katjaa and everyone else here needed it, even though it pained her to agree, "They need food."

"But is THIS how they should get it?" Dash demanded, "By STEALING?!" She refused to believe this could ever be justified.

"I know it's drastic, but it could be the very difference between life and death for everyone else here... for Duck and Clementine." Twilight was thinking with her head instead of her heart, she also knew that Dash cared for Clementine the most out of their human companions.

"Thank you, Twilight." Kenny was happy someone agreed with him.

Clementine was behind everyone else, her opinion wasn't entirely heard the first time, "This stuff isn't ours."

Duck looked up at his parents, his eagerness for the food put aside as a question formed, "Dad, whose car is this?"

"Don't worry about that Duck," Kenny told him, "It's ours now."

Katjaa didn't want Duck to worry about this, "It's abandoned, Ducky. Don't worry."

"What if it's not?" Clementine finally grabbed everyone's attention. They turned towards the eight year old girl as she continued, "What if it's not abandoned? What if it IS someone's?"

Lee understood where Kenny and Twilight were coming from. He knew very well that this blessing they'd stumbled upon would make life at the Motor Inn marginally easier. But Clem's objections coupled with his own conscience kept bringing him back to the possibility of someone coming back for their food. If there was any chance, which there arguably was, they would just be condemning whoever they were taking from. He approached Clem and spoke "You're right. We shouldn't take this."

Dash was overjoyed Lee agreed. Kenny felt different, "What?! Did you get some meal back there the rest of us missed out on?! We HAVE to take this stuff!"

Dash moved next to Clem and Lee, "I'm sure you guys can survive without that food."

"The hell we will!" Kenny didn't change his stand on the opinion at all.

Lee agreed with her, "We'll find a way, Kenny."

Kenny dismissed all these argument and looked back at the trunk, "The rest of us are taking this stuff." He put his open hand out toward Lee, who still had the car keys. Lee was reluctant but knew he couldn't just keep the keys away from him. Kenny opened up the trunk and opened it up wide, "Okay, what have we got in here?"

Lee, Clementine, Dash, Applejack and Twilight watched as everyone else began grabbing boxes out of the station wagon. Despite her previous stance, Twilight decided to stand by her friends and Lee anyway. Clementine grabbed a hold of Lee's hand as they watched everyone pick the vehicle clean of practically anything not attached to it. Dash could tell Applejack wasn't proud of the sight as the orange mare watched Kenny and everyone take the food. Twilight shook her head in an attempt to clear it, and just waited until they were done so she could continue on. Soon everyone except for Lilly, Mark and Carley had a box in their hands. As Katjaa picked up another, she noticed a small, red hoodie inside the car. "Lee, there's a hoodie in here, could probably fit Clementine."

Clementine and Lee looked at one another. She shook her head no, "She's fine. Thanks."

"Whatever man, it's gonna get cold out eventually." Kenny stated as he grabbed his box.

Dash looked at Lee, "Thanks for not agreeing with them."

"Yeah," Clem agreed, "thanks Lee."

"Why didn't you? If you don't mind me asking." Twilight was genuinely curious

Lee shrugged, "Just didn't feel right."

Dash simply nodded at this, it made her happy enough. Carley came over to them and handed Clementine a little packet, "Here, Mark found some batteries in the glove compartment. I thought you might want some for your walkie-talkie."

Clem politely grabbed the battery packet from her, "Thanks."

Lee tried to cheer up Carley with one of their playful jabs, "Batteries huh? Think you can handle those?"

She couldn't help but smile, "You'll never let me live that down, huh?"

"Ah shit." Mark had laid his rifle in the car for a moment and was messing with the video camera. He looked at Lee as Carley, Lee and Dash turned toward him, curious about what was going on, "Lee, come over here." Clementine stayed back while Dash and Carley followed Lee over to Mark.

"What is it?" Lee asked as Mark looked down at the camera.

He looked back up as they reached him, "I found batteries for the camcorder, and..." He trailed off before showing the image on back to him, "You might wanna see this."

Carley and Dash got a good view as Mark pressed play, all three of them grew shocked by what they saw. Dash was in disbelief as they got further in, "... What...?"

------------------------------------------------------------------------

The recorder showed a shaky view of the Motor Inn from an elevated point, zoomed in to get a good image of everything. It was back in the earlier days before they'd even started on the wall. Someone could be heard breathing as they recorded. Almost everyone was on screen, working on getting the place safe. Kenny and Lee began moving a car, Clementine was discovered to be talking with Rainbow Dash beyond the vehicle as it moved. The camera zoomed in on them, specifically Clem. This image continued for a few more moments until it skipped to the next time the record button was pushed.

Whatever was going on when this part was recorded, it showed the camera falling to someone's feet and something going on in the background. A woman's voice was heard as the video went on, Lee and Dash soon recognized who it was, "JAKE, BART, LINDA and ALL YA'LL fuckin' sickos from the Save-Lots!! They call ya'll bandits! But you're FUCKIN' RAPIST MONSTERS--" The video was cut again and went forward to a later date. That very morning, to be exact. The camera was once again focused on Clementine, Jolene spoke as she recorded, "Oh darlin' baby. Look at you. Look. At. You. Oh, you need a mama, sweetheart. We won't let them bandits get you, will we..."

Jolene trailed off as she allowed the recorder to pick up what the little girl, the winged pony and the man were saying. The man was speaking first, "How ya doing, Clementine?"

"Okay."

"Where's your hat?" He asked next

"I just asked her that a minute ago," The pony answered for her, "says she lost it."

The little girl nodded yes, "Can you both help me find it?"

"Sure thing, Clem!" The blue pony was enthusiastic in her response.

"We'll both look for your hat." The man told the girl, "When did you lose it?"

"I had it a couple days ago."

"I promise if we find it, we'll..."

Jolene zoomed out, "Ya'll thinkin' you're safe, sittin' there actin' like things are the way they used to be." She turned the camera toward herself, showing her face, "The dead don't kill their own. It's the livin' you gotta be afraid of... the people I used to call friends..." She began to get emotional, "The people who took..." She held back tears and pulled herself together. She looked firmly at the camera, "Don't worry, little girl. Bandits got their eye on that Dairy. As long as they keep getting food from them, you'll be safe. I promise." The recording stopped.

TO BE CONTINUED

Episode 3 Chapter 1: Trip to Macon

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Written by: bobby ray
Proofread/Edited by: KJay

Lee led Dash, Carley, AJ and Mark down the desolate street. They moved fast since they couldn't waste time, but made sure not to attract attention from anything that could be hiding in the dark alleys or buildings. Dash was confined to the ground like everyone else, she could only use three legs since her combat knife was bound to the fourth. Back at the Dairy, when Andy had shot her, the bone in her left wing had completely shattered, making her unable to fly until it healed properly. Until then, a length of rope was tied around her so she couldn't accidently use that wing. It would be at least two or three months before it could be used again.

Katjaa pretty much ordered Kenny to stay at the Motor Inn while he healed up: Carley was more than willing to take his place for the time being. After what happened to Doug, going with Lee and everyone else on these scavenging trips really helped take her mind off of everything. Applejack started going with them after Rainbow Dash refused to stay back at the motel, even though she couldn't fly with both wings. Plus the arguing between Lilly and Ken were getting to be too much for her to stay there all the time. Twilight had actually tried forbidding either of them from even leaving the Motor Inn. Ever since they escaped from the St. Johns she'd gotten really strict about her friends safety. She wouldn't have been so easy to persuade if her head wasn't the mess it is now.

The group was on another trip to the drugstore to gather anything left they could find. They only ever went into Macon when they really had to since the place had walkers hidden everywhere, ready to come out and swarm when the slightest sound was made. Applejack possesed a saddlebag to carry anything they found, Mark carried a blue backpack for the same reason. Lee, Carley and Mark each carried guns while AJ and Dash obviously could not: Lee's was a rifle which Lilly lent him when they went out, Carley's was her Glock 17. Mark preffered to use his bolt-action rifle, but he still had Brenda's revolver tucked away in the back of his camouflage pants. They tried to avoid using their firearms for obvious reasons.

They slowed down as they neared the end of the street. Not sure if the next block was clear or not, they stopped near a brick building to stay out of sight. Wasting no time, Lee was the first to walk out of cover to get a view of the next street. The others joined him a moment later. Standing in the middle of the street, all five of them got a good view of the area to make sure nothing was wandering around; whether it be walkers or some stray animal that could bring in some walkers. Nothing was ahead other than the brick buildings, the abandoned trailer from two months back and some abandoned cars scattered about.

Applejack finished her scan, "It looks clear ta me."

Mark looked at the drugstore just down the road. This time around, there was nothing between it and them, "I think we've gotten lucky this time. Not a single walker."

Lee turned to Mark as they began walking toward the store, "Maybe we have. Still, let's keep quiet and get this over quickly."

"You don't have to be over cautious, Lee." Dash told him, "We aren't going to have any problems with walkers this time around."

Carley wasn't as certain about this as Dash was, "Lee isn't being over cautious. After what happened last time; he's being smart."

They checked inside a few windows they walked past, making sure nothing of interest was inside. Most of them were boarded up or had almost no glass left in them. The ground they walked on was littered with old papers and other things the wind had picked up and moved long ago. The drugstore wasn't in the best shape; a military chopper had crashed through the roof and ruined part of the building just a few weeks back. There was abandoned military vehicles spread throughout Macon, clear and final signs that the army had failed to exterminate the walkers. Macon now belonged to the dead.

A few members of the group sometimes asked themselves if it was like this everywhere else. None of them knew how wide spread this epidemic was since they lost all means of communication during the first days. It could only be happening in Georgia, it could be all over the south, it could be all over North America. For all they knew, it was happening all over the world and there was nothing left anywhere. All they could do was get by each and every day, keep their heads together and survive. It wasn't getting any easier to do that, not with some new problems they'd been getting lately.

Mark had something on his mind, and now that they were away from the motel, he could let it come out, "I'm glad to get away from the Motor Inn. Kenny and Lilly's arguing has started to get out of control."

"Kenny doesn't believe Lilly can handle being in charge any more, he never liked her being leader anyway." Lee gave his view on things.

"He's just worried 'bout his family; worried 'bout Duck" Applejack defended the man without hesitation, "Especialy since those bandits started attacking us."

"I wonder why they stopped attacking us." Carley questioned, "They fought us for a few days and then went quiet."

"Maybe they gave up." Dash suggested.

Lee shook his head, "Nah, I think it's more likely they found something else worth their time."

They walked a few more seconds before Mark spoke up again, "Kenny said he's just about done repairing that RV. I don't get why he's spent so much time on that thing." He looked at AJ and Dash, "I mean; aren't we going with you guys once that machine is done?"

Dash looked back at him, "We meant to ask Twilight again about that, but..."

"She's still not acting right?" Lee inquired.

Applejack nodded, "We're really startin' ta get worried for her."

They reached the trailer; it, along with some debris blocked their path to the only remaining entrance to the drugstore. A rusted ladder near the end was their only way to get up, getting down on the other side was easy.

Lee looked at the drugstore for a moment. He'd gotten over the loss of his family a while ago, but he still didn't like coming back to his parents drugstore with the shape it was in. He took a moment before turning towards the trailer, "Okay, everyone, let's get inside and grab everything we can carry. It'd be best to not waste any time."

"How much is left exactly?" Dash asked him, "We didn't leave a whole lot last time we came here."

Carley got closer to the ladder, "It doesn't really matter. We'll just take whatever's left." She grabbed hold and quickly climbed up. Just like last time, the rungs creaked under her shoes. She crouched down once she was on top, everyone exept for the ponies had to do that on the trailer to avoid any form of complications.

Mark hung the strap of his rifle over his shoulder before beginning his ascent. The top rung broke under him, and as he got on top of the trailer the ladder broke off of three of its hinges. He looked back at the ladder, "Fuck, it's busted. It won't last another trip."

"I'm surprised it's lasted ya'll as long as it has." Applejack commented.

Dash got in front of Lee so he could give her a lift. Since Dash couldn't fly at this time, and their hooves weren't the best when it came to grabbing something, AJ and Dash couldn't use the ladder to get up. They had figured out the best method to get the ponies up onto the trailer. Lee knelt down and cupped his hands together. Dash stepped back until her back hooves were in his hands, once they were she raised her free front hoof off the ground and stood up on her hind legs. Lee raised her up as high as he could while Dash did her best to remain standing up. Once she was as high as Lee could raise her, Mark and Carley each grabbed hold of one of her front legs and pulled her up the rest of the way. They repeated the process with Applejack.

They all looked down at Lee once AJ was up. Carley glanced from the ladder to him, "I don't think that thing can support anyone else."

"We haven't got much choice but to try." Lee claimed before approaching the ladder. He grabbed hold of the lowest rung, once he tried pulling himself up the entire thing broke off its last hing. He threw the broken scrap metal to the ground, it made some noise as it landed but not enough to grab any attention. He looked up at the four others waiting for him, "Looks like it's had enough."

Dash looked from the ladder to him, "How are you gonna get up here?"

Lee shrugged, "I guess I'll have to look around and find something else."

AJ scanned around to make sure no walkers had wandered onto the street, "Don't dilly dally. We shouldn't stay out here longer than we have to."

Lee nodded his head instead of a verbal responce. Dash sat down as she and the others waited for Lee, there was no way for them to help him from where they were. Lee looked to see if their was another way onto the trailer, another way past it or perhaps another entrance to the drugstore. The front doors were replaced with the downed chopper, this is why the back door was the only know option. An abandoned car was right next to the trailer; unfortunately the roof of the trailer it was close to was destroyed so it wasn't an option. A ton of debris blocked off the windows so that wouldn't do. More debris was underneath the trailer so it wouldn't be safe to go under it.

A military jeep, just lying out along the road with some debris on it, caught Lee's eye. He could possibly push it over to the trailer, which would allow him to elevate himself enough to get within reach of the others. Lee approached the jeep as it was his only option now. The rubble and junk on it wouldn't cause any trouble, so that was good. When he got closer, however, he saw that two or three of the tires were flat. He couldn't push in this condition even if he had a day to do it. He inspected the jeep closely to find anything useful. It didn't take long at all for him to find the winch attached to the front of the jeep. It didn't seem in too bad a shape, might even still work.

He grabbed the winch's hook and started pulling it out, it was difficult but not nearly impossible. He kept pulling it towards the trailer. The others were immediately invigorated at the sight of Lee's progress. Deciding now was as good a time as any, Mark brought up another subject from the Motor Inn, "Lilly hasn't been doing so well lately. Ever since we got back from the Dairy she's been, well, she's losing it."

"Not to mention she's really started hating you girls after what happened." Lee spoke to Dash and AJ.

"What'd you expect?" Carley asked, "From what you guys told me; she saw Twilight kill her dad right in front of her."

Dash looked at her, "She wasn't in her right mind, it wasn't her fault."

"I didn't say it was," Carley responded, "but she did still did it. You can't deny that."

Applejack thought about it, "I truly feel sorry for Lilly, almost as much as I am for Twi. Both of 'em haven't been doing so well after what happened."

Lee reached his destination, "We just need to help them both as much we can, and avoid pushing them over the edge. They'll get past this." He bent down when he reached the tires at the desired end of the trailer. Reaching past the damaged rubber, he attached the winch to the trailer's axle. A few moments later Lee returned to the jeep and found the winch control along the side of the door. Fingers crossed, he flipped the switch in high hopes it would work. Soon after, a medium humming sound was heard as the winch began to retract. Since the hook was holding onto the trailer, and the trailer was far heavier than the small vehicle, the jeep was forced forward even with its flat tires. Lee followed behind it as it inched forward.

"Things haven't been entirely bad lately." Mark continued to make conversation, "I mean, we found enough food to last us a while."

"You mean the food you guys all stole." Dash was still agitated over the car.

"I know you didn't like what we did Dash." Carley told her, "But we needed that food."

"We coulda found more!" She remained quiet as she continued, "We could have gotten more food from here in Macon!"

"She's right," Lee agreed, "There must've been another place we could have found food."

"We've checked all over Macon," Mark reminded them, "there's nothing left in this town other than the few things inside that drugstore."

Applejack got her friend's attention, "Rainbow, they were runnin' outta food. Duck and Clementine needed some fast and you know it. There was no other option." Though she hadn't agreed with it at the time, AJ would have never agreed to taking that food if Duck wasn't beginning to starve. She knew it was still wrong, but she kept thinking to herself that 'the ends justify the means'. It wasn't like she could've stopped Kenny and the others anyway.

The jeep kept going forward until the bumper was right next to the side of the trailer. Lee put the strap of Lilly's rifle over his shoulder before climbing up on the hood. Applejack remembered something after thinking about Duck for a moment: she looked from Dash to Lee as she spoke, "You two should know that Duck was askin' Katjaa and Ken 'bout Shawn last night."

"Really?" Lee asked, "It didn't seem like that had affected him at all. Why would he bring it up now?"

"I don't know. He had this look on his face, a guilt as if he'd killed the man himself."

"It really wasn't his fault." Dash stated, "He didn't mean for anything to happen."

"Either way I'm worried." Applejack told them, "This morning he seemed much better, but..." She paused for a second, "I'm just afraid he's blaming himself fer what happened." Carley and Mark weren't clueless on what the others were talking about. Lee and AJ had told both of them a while back, a few weeks after Mark joined their group.

Carley and Mark both reached their an arm down as far as they could. Lee grabbed hold of each, and after a few seconds they pulled him high enough to allow the man to pull himself the rest of the way. Mark glanced down at the jeep, "Well, that was easy."

"Alright then," Lee was glad that didn't take long. He began moving across the trailer to their dropping spot, "let's get inside and..." He was cut off by a rasp scream.

They all bolted their heads in the direction of the noise. More screams were heard as the door to a building at the end of the street bursted open. A dirt covered, skinny figure scrambled out of the building, followed closely by a walker. The figure screamed again and scrambled to it's feet. It ran in one direction but found a walker blocking its path. It tried again but was blocked once more by more of the monsters. The thing kept screaming as it ran back and forth, it soon found itself being surrounded, "SOMEBODY HELP ME!!!"

Everyone was trying to figure out what was going on. Applejack couldn't make it out, "What in Equestria's goin' on over there?!"

"I don't know!" Carley couldn't see either, none of them really could.

Mark removed his rifle from over his shoulder and aimed in the direction of the commotion. Looking through the scope, he was able to see what was happening as if it were only a few feet away. He saw a screaming woman, who was in terrible shape, being surrounded by walkers that were closing in on her.

Dash spoke as Mark had the gun raised, "That couldn't be a walker, could it?!"

"Walkers don't scream!" Lee told her.

Mark looked at the others, "It's a girl! She's got dead all over her!"

"We need to help her, then!" Dash declared.

"How can we help her?" Lee asked.

AJ looked at him and Mark, "You two have rifles! Use 'em!"

Carley looked at the distant figures, there was a large number of walkers being attracted to that woman's screams. She looked at the cowpony, "We didn't bring enough rounds, and the sound would just bring in even more!"

"Well what do we do?!" Mark kept watching the woman try to escape, not wanting to risk shooting any walkers without the other's concent.

"Maybe we could kill enough of 'em to let 'er escape!" AJ suggested, "Or maybe..."

A walker, concealed almost entirely underneath a car, grabbed hold of the survivor's leg and took a bite out of her before she could escape. Mark saw the whole thing, "Shit! She's been bitten, there's no way she's getting away from those walkers."

Lee's heart ached upon hearing that, if only for a second. He looked at the others, "We should end this for her; put her out of this misery."

"Lee, we can still save her!!" Applejack didn't want that woman to die any more than any of them did.

Dash agreed, "Yeah we can!! C'mon, she's not dead yet!"

Carley agreed with Lee, "Either we give her a quick, painless death or let the walkers eat her alive. Those are our two options here."

They wanted to argue on the subject, but the reality of the situation caught up with them as the woman cried out in pain. AJ and Dash went silent and didn't say another word. Carley saw that they'd all agreed before looking at Mark, "Go ahead, Mark."

Mark looked back at her, "Why me?"

"Well you've already got your gun pointed at her."

He looked at her for another moment, "Alright." He steadied his rifle and looked through the scope, aiming the rifle directly at her forehead. He took a deep breath and put his finger on the trigger. Lee kept waiting for the gun to go off, that thundering echo which would fill the drum of his ear. It did not come instantly nor the small time after it. He turned to Mark after a small window of time had passed to see what was holding him back. The man was struggling to keep his gun steady, his hands were trembling and his teeth were clenched. His finger wrapped around the trigger, hugging it, without actually moving it in the slightest. Lee caught a glimpse of Mark's eye as the strained behind those glasses of his and he saw the trouble behind this delay. Mark, no matter how hard he tried, could not shoot this woman even out of mercy; he was completely inable to take her life away.

"What are you waiting for?" Dash asked. She didn't want this to happen at all, and sitting there waiting was eating at her.

The three girls looked at Mark as he fought with himself over his next action. Carley watched him strain for a few more seconds, "Mark...?"

Lee could hear the woman scream once again in pain as another walker got a bite in. Wasting no time, he pulled out his rifle and aimed it at her. The center of his scope fell on her forehead as two walkers knocked her down. One went for her arm while the other targeted her throat. Lee held his breath and squeezed the trigger, the bullet flew through the air and hit its target. The screaming stopped and the woman went limp as both walkers dove in. Other walker surrounded the feast soon after.

Mark slowly lowered his shaking arms after he realized the woman was dead; he turned as Lee and the others were getting off the trailer. Lee urged him to follow them down, "Let's go!" Mark scanned the area and found their reason to quicken the pace. Most of the walkers who were attacking the woman were surrounding the corpse as they instinctively fed. The others, as well as the dozens who heard the rifle go off, were going towards the source. Regaining himself, Mark slung the still loaded rifle over his shoulder and quickly followed the others. He almost got grabbed by a walker after he jumped down: there were almost two dozen coming towards the trailer from this side alone! Lee slammed the door shut once Mark was inside.

Carley opened up the pharmacy door, "Quickly! Get in!" They all poured in one at a time after her. Mark shut and locked the door once he was in.

Lee ran to a shelf and started grabbing bottles of pills, "We don't have long! Grab as much as you can before they get inside, don't forget to check every shelf and under the counter!" Mark and Carley instantly went to work.

Applejack grabbed her Rainbow maned friend's attention before either of them started searching. Even with all that was going on, she wanted to get this in while she could, "I thought ya said walkers wouldn't be an issue?"

"Oh be quiet!" The farmpony smirked for a moment before she became serious again. All five of the scavengers quickly cleared out shelf after shelf. AJ's saddlebag and Mark's were soon filled with perscription drugs and anything else they could find useful. With their quick work, they cleared out everything that was left as the walkers started pouring into the back office.

Mark ran to the lowest spot in the pharmacy's counter, "C'mon, we've gotten all we can!" He bolted over the counter as the others got ready to do the same. AJ jumped clear over the counter without effort thanks to her athletic ability. Dash, who could only go so high and so far with one wing, was able to get over the counter with some effort. Carley vaulted over after them. Lee was last, he could see walkers filling up the office through the door's window. Before he joined the others, who were halfway across the store, Lee could hear walkers reach the closed entrace between the office and the store. He moved a rusted up refigerator, which was near the soon-to-collapse doorway, infront of it to buy them some more time.

Lee went to join the others near the hole. It was a crack in the wall caused by the helicopter crash, big enough for them to fit through and use as their exit. He passed the corpse of the dead chopper pilot they'd put down the last time they came here. On their last trip here, after Applejack and Rainbow Dash had asked Lee what that big metal thing was, they'd put in the extra effort to get back and forth safely to the wrecked chopper to salvage any electronics Twilight could possibly use on her machine. The walker had crawled out of the rubble and they had a fun time trying to put it down. It was finally dead again after Dash drove her knife up through its chin.

Dash glared at the chopper after Lee went past her. The Pegasus remembered something about their salvage on the helicopter: they couldn't bring everything back at once and had to leave something behind. She turned back to the others as Mark began squeezing through the hole, "Wait just a second, guys. I have to get something."

Confused, Lee called after her, "What are you doing?! We gotta go!" Rainbow Dash didn't respond, she used her wing to bring herself into the wreck through the missing windshield as he called after her.

Mark pulled himself back inside when he heard Dash, "What's she doing?!"

"Grabbing something." Lee told him.

Walkers busted into the pharmacy a few seconds after they got out of it, breaking through the blocked door in their wake. Carley pulled out her pistol in case she had to take any of them out, "Well she'd better hurry up!"

The wait was only a few seconds longer after Carley finished. Dash jumped out and galloped back over to them, some electronic scrap carried in her mouth. She stuffed the scrap into AJ's bag, "Alright, we can go!" She followed Applejack outside, who followed Mark. Carley took out the closest walker before joining them outside. Lee gave himself a second to look around. They had cleared the place out of everything in it, so they had no reason to ever come back. Silently, without uttering a single word, he said farewell to the Everett Family Drugstore; the last fragment of a life now distant. Lee returned to reality as he looked at the walkers pouring inside the store, and crawled through the hole in the wall and followed the others out of Macon.

Episode 3 Chapter 2: Missing Supplies

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Episode 2 Chapter 3: Missing Supplies
Written by: bobby ray
Proofread/Edited by: KJay

Celestia continued to work, refusing to rest or request assistance. Luna, as well as Shining Armor and Spike, were in Twilight's basement with the sun goddess. They watched as she worked on adjusting Twilight's machine to an exact point. Ever since her nightmare a few weeks back: Celestia has put all of her time into this contraption. Previously, all she was able to do was study the device and learn as much as she could about it. She had come to the possibility that, thanks to this machine's function, Twilight had teleported herself, Rainbow Dash and Applejack beyond Equestria's borders. But now that she knew where her student was, and she knew how to get there, Celestia put forth every available second of her time towards adjusting the device to take her general location. She has only stopped to eat or sleep when it was required; she even lent Luna enough power so she could raise and set the sun along with the moon.

"Tia, perhaps you should take a moment to relax and eat?" Luna asked her sister this ever two minutes. Celestia wasn't obsessed with completing the adjustments but sometimes worked for too long, until she was too tired to work and would nearly collapse.

"I'm okay, sister, thank you." This was her response every time.

Shining Armor paced back and forth as he waited. He had been informed of Celestia's plan less than a day after it was formed; and since then he's been waiting for the machine to be ready. He was the only one Celestia had said she would bring with her when she leaves. Every day he waited felt like a year on its own, and no matter how many times he asked, Celestia would not allow him to help her on Twilight's device. This did not stop him from asking, "Is there anything I can do to help? Anything at all?"

"There is nothing you can do right now, Shining Armor. I should be finished some time tomorrow if I keep on schedule. Until then; please be patient." Her answer did little to satisfy him. He mumbled to himself about his mistake of not waiting in Canterlot with Cadence. He'd already said his goodbyes and came here immediately, he would have waited with his wife had he known the adjustments would take this long. It was too late to return since Celestia was nearly done.

"Perhaps I could help, then?" Luna began, "Maybe you could take a break while I work...?"

Celestia shook her head, "Thank you again, Luna. But I am in the middle of delicate adjustments here and can't risk anything to get moved out of place. Just one mistake and the next pony to use a spell might blow away the roof to this library."

Luna sighed, she wished her sister would just take a moment to ease herself. She knew how much this meant to Celestia, it was greatly important to her as well, but Luna knew that even Tia was overworking herself here. She was spending to much time on this project and needed to rest. Either way, she knew Celestia wouldn't listen to her pleas, "Very well."

A minute or so passed with nopony speaking a word. It wasn't until the basement door was pushed open that anything else was said. A light blue aura engulfed the door handle, Spike was the first one to notice her enter. The short, pudgy baby dragon watched as the elegant Unicorn trotted down the stairs to where he stood. Spike lost track of what he had been recently doing as he watched her decent; he waved slightly as she neared the bottom, "H-hi, Rarity..."

She smiled at the gawking dragon, though whether she noticed his love-struck stare was hard to tell, "Hello there, Spike." She went past him and stopped before looking back, "I don't mean to be rude but I came here to have a word with the Princess." Spike only continued to stare.

Rarity trotted past Shining Armor and Luna, they both noticed the Unicorn pass but didn't say a word. Celestia heard Rarity approach and slowed down her work. She inhaled before addressing the mare's presence, "Hello Rarity. It is nice to see you again." Celestia was always happy to see one of Twilight's friends: it helped ease her mind in a way. But Rarity was here for a reason, and Celestia knew what that reason was.

"It's wonderful to see you again too, Princess." Rarity let a moment pass before she continued, "So... have you decided?" Celestia sighed when the question came out. There was a reason none of Twilight's friends, other than Spike, had been informed of her plan. From what Celestia has seen of the Human world in her nightmares; it is far too dangerous to bring anypony else along. She refused to bring any of her guards with her, other than Shining Armor: and he's only coming because his sister, Twilight, is in danger. Through reasons Celestia has been too busy to delve into, Rarity has discovered the plan and wishes to come with them on this rescue mission. Though Celestia has been able to avoid giving her an answer for this long, she knew that she'd have to give one sooner or later.

Celestia turned to her, "I have..." Rarity let her hopes rise too quickly, allowing a smile to emerge as Celestia spoke. This only made it even harder for her to say no, "And I'm sorry... but you may not come with us, Rarity."

"What?" Rarity had been expecting a different answer, "Why not?"

"Because it is far too dangerous for me to bring you along. Again, I am sorry."

She glanced over at Shining Armor, who continued his impatient pace, "If it's so dangerous, Princess, then why is Shining Armor going with you?" Rarity wanted to use any argument that she could think of.

"You already know the answer to that, Rarity. He is Twilight's older brother and it would be wrong of me to deny his assistance. If he were anything less I wouldn't risk his safety."

"But I..." Rarity had a thousand complaints to address. She wouldn't be able to bring a single one up yet, however.

Luna turned her around, "Please listen, Rarity, when I say that my sister is only thinking of your safety. There is no doubt in my mind, nor hers, that you would be a tremendous help in finding young Twilight and the others. But neither of us want anypony else put in harms way. If it were any different I'd order a contingent of guards to accompany Tia and Captain Armor, and you would be more than welcome as well."

"Bu-"

"Now, please, try to ease your mind while I continue to beg for the same from my sister." Luna approached Celestia, who had returned to her work, before Rarity could put in another word.

Shining approached Rarity from behind. He could tell she was upset by Celestia's answer, "Don't worry, I'll make sure they all
come back safely." He chose a spot to sit down and let some thoughts roll around in his head.

Luna and Shining Armor's words didn't seem to reach her. Rarity didn't like the idea of not being allowed to go with Celestia; and she wasn't going to give up this easily either. She returned to the base of the stairs, where a paralyzed Spike continued to stare at her, "Come along, Spike, we're going."

He shook himself out of the trance he was trapped in and looked up at Rarity, who was already going up the stairs, "Going where?"

Rarity turned back to where he stood, "You and I are going to see a couple of our friends. We all need to have an important discussion." she went up the rest of the steps; finding no reason to say 'no', Spike followed her. The blue aura reappeared and gently closed the door behind him. Celestia failed to notice them leave.

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Lee and Carley took the front while Rainbow Dash, Applejack and Mark stayed back. The Motor Inn was in sight, it would just be another minute of walking before they were safely inside the wall. They hadn't talked since they left Macon: they were tired, shaken and didn't have much to say. All of them had something on their minds to keep the quiet from unnerving them further, though not all of their thoughts were pleasant.

Mark was thinking about that woman back in Macon. He kept asking himself why he just froze up, even though he already knew the answer. It was just something he couldn't bring himself to do. Lee, trying to keep himself focused, couldn't help but think about the woman in Macon. Rainbow Dash and Applejack had finally put the girl out of their minds, though the fact they were able to do it so quickly made them nervous. They were thinking about Twilight, the electronic scrap Dash grabbed would be their pass into Twilight's room. They needed an excuse to be able to talk with her, she'd almost completely separated herself off from everyone else inside her room: AJ and Dash were worried. Carley was the only one not dwelling on anything.

They were soon walking alongside their wall, the one they spent months putting together and fortifying. The bandits did a number on the whole thing: it was weakened at some points, arrow shafts were sticking out and most of it was peppered with bullet holes. It was better now than it was a few days back. When Mark wasn't out on a run or taking watch, which he started doing since he was getting better with a rifle, he was usually working on the wall. Applejack would work on it from time to time as well, though not as much as she used to. Lee would help out if he wasn't doing anything else. Until now, none of them had realized how much Larry had done to help out with this wooden barricade.

Applejack glanced at the RV. Kenny wasn't nearly done fixing it, like Mark said, he had finished late this morning before they set out. He could take his family and move them out of here any time he wanted to, no worries. The only reason he didn't take off the second he could was, hopefully, because he was waiting on a reply. Ever since he got the idea that he, and, more importantly, his family, have a chance to go with Applejack and her friends to someplace safer, he'd asked AJ multiple times if they could go with them once Twilight was done. The cowpony wanted nothing more than to say yes, to guarantee Kenny, Katjaa and Duck all a chance at a better life. Unfortunately; that would be a lie if she said yes before talking it over with Twi. So, until he got a yes, the RV was Kenny's backup plan.

As she looked further up, AJ noticed Kenny was on watch. Since he was good with a rifle, he began taking watch when the scavengers were out. It was painfully boring for him, sitting like that for hours at a time when nothing ever actually happened. But, with Lilly in a bad state, only he and Ben were available for watch while everyone else was gone. Ben was a good enough kid but Kenny wasn't about to let him be the one keeping watch while his family was here.

It was quiet, just like the last time they came back. It only ever got loud when Ken and Lilly were having one of their spats. Lee could see that everyone, except for Lilly and Twilight, were outside at the moment. Clementine was sitting at a wooden pallet near the stairs with a piece of paper and a pencil. Katjaa was watching over Duck, who was playing a game by himself. Ben, who had nothing else but his thoughts, was reading the small Bible he found in his room. He wasn't really that religious, it was just something to keep him preoccupied.

Mark, rather than going with the others to see Lilly, handed Carley his backpack once they were safely inside. He looked at Lee once she had it, "I'm going to check the wall. Make sure it's still holding up." He left before any of them could reply.

Dash turned to Lee before they could start moving, "Hey, Lee, you don't mind if me and AJ go ahead and bail as well? We have something we need to do." Applejack removed her saddlebag and took Dash's scrap out as she spoke.

Lee glanced at Twilight's door after he noticed what AJ was doing. He returned the gaze to Dash, "Sure, go ahead. Just be careful about what you say to her."

AJ gave the bag to Lee, "Will do..." she and Dash watched as him and Carley left them to go see Lilly.

The farmpony picked the scrap up again. Dash began talking once she looked back up, "Wait for me by her room, AJ." She raised her knifed hoof for a moment, "I've gotta put this away first."

Dash began galloping towards the stairs once AJ nodded in understanding. Her room was put on the second floor since she used to be able to just fly up there with no problem. Now, along with having to walk everywhere she needed to go, she also had to go up and down these stairs at least twice a day. It was torture on her wings to not be able to use them to their full potential, and that went double for the one she couldn't use at all. Every now and then it would send a little shock wave of pain down her back. It wasn't hurting nearly as often as it did after they got back from that Dairy, or a badly as it did, but it could still make her stop what she was doing until it passed.

Clementine, who was still scribbling on her piece of paper, looked up when she heard Dash approaching, "Rainbow! You're back!"

Dash stopped when she was next to Clementine as the excited girl got up, "Hey there, Clem!" she was embraced in a tight hug, or as tight as Clementine could make it. Dash made sure to keep her knife, still fastened to her hoof, as far from Clem as she could, "How are you doing?" She asked once Clem released her.

"I'm good. I have something I want to show you!" Clem returned to her pallet, Dash moved next to her. Moving aside her pencil, Clementine picked up her paper and the orange leaf that was hidden underneath. Dash examined the paper being presented to her: an unfinished image of a leaf, exactly like the one in Clem's other hand, was shaded onto the paper. It was exactly the same with almost no exceptions, "It's called a leaf rubbing." she explained to the intrigued Pegasus, "See how they're the same?"

"Yeah, I do." A smile spread before Dash exclaimed, "That's pretty awesome!"

Clem smiled back, "I'll make one for you and Lee if you want." she paused and pulled her paper back to look at it, "Do you think Lee would want one?"

Dash reached over, with her free hoof, and playfully messed up Clem's baseball cap, "I'm sure he'd love anything you want to give him; especially something this cool." She laughed as Clem fixed her hat. Rainbow Dash, despite all that has happened to them up to this point, was glad that they came here. It may have been a huge mistake with obvious consequences, but if they hadn't come here then Dash would never have met Lee or Clementine. Plus Carley, who has become friends with Dash over time. Not to mention Kenny and his family, to whom Applejack has become a very close and very protective friend. Twilight, out of all three of them, was the only one who had honestly lost more than they gained from this accident.

Speaking of Twilight, "Listen, I've got some things I need to take care of." Dash told Clementine, remembering the urgency she was just in the middle of, "I'll see you in a little bit." Clem said bye to the Pegasus before returning to her project. Rainbow, still having to move on three hooves while the other was raised, stopped for a short moment at the base of the stairs and looked at the top. She glanced back to her right wing as she flapped it, then to her left wing as it remained still under her rope, then back to the steps before her. Dash could only sigh as she moved slowly up the stairs, 'This stinks' she thought to herself.

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Lee knocked on the wooded frame of the door twice before stopping again, he and Carley waited for Lilly to answer the door. Almost a minute passed before the door opened from the other side. Lilly, who stood looking at them from the doorway, was in bad shape. She was too stressed to have any ability to do anything. She'd been stressed out for a while now, but something new seemed to be added to the mix. She looked from Lee to Carley and back again a few times, "Is everyone back or just you two?" Her voice gave it away that she wasn't worried or concerned, she just wanted to know.

"Yeah." Lee responded after a second, "We're all okay."

Carley handed over the backpack, "We got as much as we could find, it was all that was left." Lilly took the backpack and the saddlebag from them. She put them on her bed before returning to the door; she didn't even stop to see how much was in the bags.

Lilly looked at both of them for a moment without saying anything, like she was expecting something only there wasn't anything else to give. She soon turned her gaze solely to Carley, "Would you please leave? I'd like to speak with Lee alone for a few minutes." Lilly, again, spoke with a tone so perfectly concealed that it was hard to tell what she was thinking or what mood she was in.

Neither Lee nor Carley could think of a single reason why Lilly could want to speak with only Lee, at least not anything good. Carley was suspicious, however she decided to go ahead and leave like Lilly asked, "Alright..."

Carley closed the door behind herself after she left. Lilly moved past Lee and locked the door, forcing him to ask, "What is it you wanted to talk about?" Lilly turned to Lee, gazing at him for a moment. With Carley gone she allowed her current emotion to surface: worry. She walked past Lee again before stopping at the edge of her bed.

After another few seconds she spoke, "Please sit down." Lee was beginning to worry a bit himself. He sat down at the small table lying next to the window, watching Lilly carefully after he was still. Lilly took back her rifle from him, she took it across the room and laid it on her dresser where it belonged. Lilly stood for a little while, both hands almost resting on her firearm. She didn't look away from it or begin to move the gun from its spot: she just stood there as if she were a machine that had run out of power.

Lee broke the silence, "Is something wrong...? Lilly...?"

Lilly soon came back to life, "Yes." She began moving again, "Yes, Lee, something is wrong." Lilly sat down on her bed, sitting directly in front of where Lee sat in his chair. After another few moments of staring down she finally looked straight at him, "I need your help."

"What do you need my help for?" He asked, "What's wrong, anyway?"

She took a deep breath before answering, "We have a traitor on our hands. Whoever they are, they've been taking from out supplies." She didn't give Lee a chance to reply, "I checked our medicine stock yesterday and a large chunk of it was gone. Whoever is doing this needs to be caught as soon as possible."

"Whoa, whoa, wait up!" Lee interrupted her, "How can you be sure it's one of us taking this stuff?"

"Who else can it be?" She retorted, "There is no way somebody can be sneaking in and out of this place without one of us noticing. It has to be a traitor."

Lee wasn't convinced, "And how can you be sure someone is actually taking from the supplies? Maybe you're just being paranoid and you miscounted or forgot..."

He trailed off as Lilly reached under her bed, she presented something to Lee a moment later. It was a basic, yet reliable, old combination lock. It looked like a hammer had relentlessly smashed it until it was nothing but a useless piece of junk, "I put this on the medicine cabinet." Lilly explained, "Just yesterday, after I found out some of it was missing, I put this lock on the medicine cabinet. I go to check the count again today, after you left, and find this lying on the floor with more supplies missing. Still think I miscounted?" She dropped the ruined piece of garbage on the floor and buried her head in her hands. Lee stared at the lock for a minute, trying to think of some other excuse that eliminated the possibility that someone was actually stealing: he came up with nothing. Lilly eventually looked back up, "You're the only one here I can trust, Lee. I need your help."

Lee slowly nodded his head, "Okay, I'll help." He looked back at Lilly, "Is there any evidence that can tell us who might be behind it?"

She shook her head, "No, nothing but the lock. The only thing we can do is catch them in the act."

"What do you need me to do?"

"I need you to keep an eye out tonight, after everyone else has gone to sleep. If you see anyone acting suspicious, or you actually catch them in the act, I want you to bring them to me right away." Lilly was trying to keep her emotions in check the entire time she spoke, which was growing harder and harder for her to do, "I don't care who it is, they will NOT get away with this! And if they think otherwise: then they've got another thing coming!" Lilly stopped to take a breath, easing her split nerves a little. She glanced over at Lee after she calmed herself down, "So, are you going to help me?"

He nodded again, "Yeah, I'll keep an eye out tonight and let you know if I find anything. You can count on me."

"Good." Lee got up to leave, having something else he already had to deal with before tonight. He put his hand on the door knob, "Lee..." Lilly called after him before he could leave.

His hand still on the door, he turned back around to her one more time, "Yeah?"

She sighed, working up the courage to bring the subject up, "Thank you for saving my dad."

Lee let go of the door, turning fully towards Lilly, "I didn't save him, Lilly. I mean I tried but..."

"No, Lee, you saved him. I didn't want to admit it at the time, but if you hadn't helped me, well, he would have been dead anyway." She was losing control of her emotions again as a few tears found there way down her cheek. She didn't seem to care, "No matter what you did he always treated you like dirt, and yet you were willing to help me when he needed it. He was always fighting with your friends, making your lives just that much worse, and even went so far as to nearly kill you. And you saved him, in spite of all of that. He died as my father, if it weren't for you he would have become one of those things and..." she took a deep, excessive breath before releasing it slowly. Lee stood there quietly waiting for her to calm herself. Lilly was soon able to look back up, "Even if he was taken away from me in the end, I can die now knowing you were willing to save him after all he'd done to you." She gave a weak, but not forced, smile, "Thank you."

Lee smiled back, though his was forced. He felt horrible for Lilly after having lost her dad. He never blamed Twilight for what happened, but he sometimes wondered if there was any way he could have prevented it. Either way, nothing could be done now to change what happened. Lee left the room, making sure the door was shut before he walked away. He quickly scanned over the Motor Inn after clearing his thoughts, deciding what he should do next.

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Dash placed her knife on the table near her bed. She made sure the door wasn't closed all the way, since it was easier than twisting the knob with her mouth over and over again. Her room was right between Carley's and Ben's. Wasting no time, she galloped down the stairs and across the motel to the orange mare waiting for her. She glanced through Lilly's window as she went by when she caught sight of Lee in her room. Dash didn't have time to question what they could be talking about as she slowed down to a trot only two feet from Applejack. The cowpony sat with her bum on the gravel of the Motor Inn's parking lot, the scrap Rainbow Dash had grabbed in Macon was on the ground next to her. She got up when she saw the Pegasus approaching, "Ya ready?" she asked, eager to talk with her distant friend inside.

Rainbow nodded her head, "Yeah, I'm ready." She picked up the scrap before AJ could. Both mares closed the small distance between them and the door. When they were close enough, the sounds coming from a machine in progress could be faintly heard.

Applejack released some built up air that had manifested in her chest. She quickly glanced at Rainbow, who seemed only slightly less nervous than she was, "Well, here we go." She raised front hoof to the door and knocked on it a few times. Both mares waited for Twilight to answer the door, after about twelve seconds of waiting AJ knocked again. Still no response.

Dash placed the scrap on the ground so she could speak, "She isn't answering."

"Really? I hadn't noticed." Her sarcasm went almost completely unnoticed. She knocked on the door again, this time calling speaking through the door, "Twilight? It's us, yer friends. Can we come in?" There was silence following the farmpony's words, no response was made. AJ finally shrugged, "Maybe she can't hear us."

Rainbow wasn't convinced that was the truth. She got right next to the door and called inside, "Hey, Twilight, we have a part for the machine." Another few seconds of silence passed. A small amount of purple light escaped through the door's keyhole as it unlocked from the other side. The door slowly opened, allowing more light to fill the room. Dash picked up the scrap before following Applejack inside.

AJ and Dash stopped in the doorway, examining the inside of Twilight's room for the first time in weeks. Her two windows, the one on the front wall and the other opposite of it, blocked out any possibility of seeing inside with the aid of a thick layer of curtains. The only light coming from inside the room was being emitted by Twilight's horn. Papers, both completely flat and crumpled up, littered over the floor in uneven piles or in spread out mismatched groups. Twilight's bed was bare, no covers or pillows anywhere to be found. Her table of tools was still in its previous organized fashion, though it wasn't nearly as neat as it was. The machine was huge and looked exactly like the original, they might have even assumed it was already complete if Twilight wasn't still working on it at that moment. They couldn't see Twilight's face as it was hidden inside the device as she continued to work on it.

The two mares shared worried expressions before they fully entered the room. Applejack, who didn't have anything in her mouth, was the first one to speak, "Uh, hello Twi. We brought you a--"

A purple aura surrounded the scrap before it was forced from Dash's grasp. It levitated its way over to were Twilight worked. The purple mare pulled her head out of the hole in the machine's shell. Rainbow Dash and Applejack only grew more worried as they caught sight of their friends current state. Her mane was uneven, no care was taken to keep it in order. It looked similar to the way it was that time she'd forgotten to send a letter to Princess Celestia. Her eyes had bags under them, noticeable from four to five feet away. She looked worse than Lilly did.

Twilight overlooked the scrap for a moment. Another piece of scrap, similar to the one they brought but in bad shape, came out of the hole as the aura consumed it. The newer part went into the machine to replace it, "Thank you for bringing this back." AJ and Dash were taken a bit by surprise when Twilight actually spoke, mostly since she hadn't said much at all the last few weeks. Twilight set the older scrap aside before she continued on with her work; almost as if she had forgotten who was in her room.

Rainbow didn't wait: she had come to make sure her friend was alright and she needed to know now. Dash began approaching her, "Hey, Twilight, we wanted to talk with you about--"

Applejack pulled her back, "Hang on, Rainbow, there's somethin' else I want to talk with her 'bout first: BEFORE we bring anything else up."

"We need to make sure she's doing alright, though! That's the whole reason I bothered getting that one piece of junk in the first place is so we could talk with her!" There voices were kept low so that their occupied friend could not overhear them, "And I know you want to make sure Kenny and everyone else is able to come with us, I want that too. But--"

"But nothing! We have all the rest of our lives ta make sure she's fine, IF that's how long it takes. We have less than a day ta give everyone here a chance at a better life, so we have to do it now!"

Dash didn't argue, considering that AJ made a good point and that she wanted all of her friends here out of harms way. The cowpony stepped forward with Dash to her left, both stopping little over a foot away from Twilight. AJ inhaled a bit before proceeding, "So, Twi, we've been wantin' ta talk with ya..."

"What about?" She asked, keeping her head inside the machine.

"It's, well, it's about everyone here... We wanted ta make sure that it was alright with you if they came with us."

The mare sighed before she pulled her head back out, "To be honest, AJ, I really don't know. I mean, they've been really helpful by letting us stay here. All the things lying out there in this world, beyond that wall... I don't think we would have made it this far, let alone be this close to returning home. We owe them more than we could ever repay. But bringing them into our world? It's hard to tell how that would work out. They don't belong in Equestria, I don't think life would ever be easy for them."

"Life isn't easy for them here anymore, either!" Dash argued, "At least in Equestria they won't have to worry about walkers! Plus we've been able to live here for months and we've done fine, how hard could it be for them to get used to our home?"

"A--"

"Please, Twilight..." AJ interrupted her before she could speak, "At least think about it. If not for them, then for us."

"Bu--"

"Please..."

Twilight had another reason to be hesitant about allowing the humans to come with them. She wanted to say yes, but when it came down to that fact she knew that it wouldn't be wise, "I don't know... give me more time to think about it, okay?" Twi knew she'd have to tell them no before they left. She felt it would be easier if she could take the time to explain why, and she couldn't afford to take that time until the device was done.

AJ and Dash were willing to accept the answer for now, though Applejack was noticeably worried since she didn't get the answer immediately. Twilight, believing that this was all they wanted, opened the door up with her magic, "If that's all you needed, girls, then I should get back to work. If I work fast enough I could have this done in--"

"Actually, Twilight, there was something else." Dash informed her.

She let go of the door, "... yes?"

AJ straightened herself out, "Well, we just wanted to see how you were doin' is all."

"I'm fine, now--"

"Are you sure about that?" Dash asked.

"Yes, Dash, I'm sure. How could I not be?"

"Don't lie to us, Twi. Ya haven't been the same since we left the St. Jo--"

"DON'T BRING UP THAT PLACE!!!" Twilight's friends backed away from her outburst, "Or what happened there!! Alright?!" She calmed herself down as much as she could, allowing AJ and Dash to ease up. Twilight sighed, "I just don't want to think about it. Let's just leave it where it is."

Dash got closer to her, "We just want to make sure you're alright."

"I am!" She was only getting frustrated, "I don't want you to ask me again, I'm fine. I'm over it."

"B--"

"I'M FINE!!" Twilight's horn lit up, and before her friends could push anymore they were surrounded by her wavy magic, "And I want to be left alone so I can work," Twilight levitated them towards the door, "so good-bye!" They dropped to the ground once they were outside, the door was closed and locked before they could react.

Dash ran to the door, placing her front hooves on it as she knocked and yelled, "Twilight! Please, all we want--"

"Just let it go, Dash," AJ went up next to the concerned Pegasus, "she ain't in no mood ta talk about it." Dash quit knocking as the farmpony continued, "All we can do is give her some breathin' space for now and wait until she's ready."

Rainbow sighed in defeat as she backed away from Twilight's door. She gazed at her friend, a depressed look dominating her, "I'm really worried about her."

"So am I, and 'most everyone here. But nothing we can do will help now."

Dash nodded her head slowly, "Yeah, nothing we can do right now." she began walking towards the front of the RV, more than likely on her way to talk with Carley who was now on watch, while Applejack made her way to where Kenny's family was.

Twilight stared at them for a few moments through the small hole in her window barricade. She felt regret for the way she had treated her friends just moments ago. Right now she was still in pain over what she'd gone through at that Dairy: killing Larry, effectively scarring herself for possibly the rest of her natural life. If that was hard enough on her, she had to live knowing that a woman she'd known and respected greatly for some time had nothing left to live for because of her. And Doug: watching what they did to him, being completely powerless to do anything to save her friend from the worst fate she could imagine.

Twilight, having lost a friend and gained blood on her hooves, now only wanted to ensure the safety of her friends. Though she liked everyone here, however, her only true friends here were Rainbow Dash and Applejack, and they were all she cared about in this collapsing world. The only way she could guarantee their safety was to get them back home, and the only way to do that was to finish the machine she never should have designed in the first place. She left the curtains, returning to her work.

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Clementine continued working on her leaf rubbing, now determined to make one for both Lee and Rainbow Dash. Footsteps, however, grew closer and closer until she finally stopped to look up. She smiled when she saw Lee approaching, who smiled back at her, "Hi Lee." Clem said as she sat up.

Lee knelt down when he was in front of her, "Hey Clementine. How are you doing?"

"Good." Lee glanced at the paper Clem was working on after she had answered. Wanting to give it to him later, she moved to take it off the pallet and out of his sight, "It's a surprise." She explained as the paper and the leaf were placed on the ground next to her.

"A surprise, huh? Well, better not spoil it for myself then."

"Yeah." She agreed, accompanying it with a quick nod.

Rainbow Dash, just moments ago been kicked out of Twilight's room, walked across the Inn to where Clementine was a few minutes ago. She smiled when she came upon both Clem and Lee who were already in a conversation. As she got close enough Dash called to them, "Hey, Lee. Clem."

"Hey Dash." Clem looked past Lee for a moment to welcome Rainbow.

Lee looked at her as she sat herself on another side of the pallet, "How'd things go with Twilight?"

She gave him a little shrug, "Coulda been better."

"She's still upset?"

"I'd say so, yes. She doesn't want to talk about it yet."

"Is Twilight going to be alright?" Clem asked them, curious.

Dash wasn't sure, she couldn't answer that yet. Lee got Clem's attention, "I'm sure she'll be fine, she's going through some heavy stuff right now. We just need to give her more time until she's ready to talk about it." He turned back to Rainbow, "Right, Dash?"

She smiled again after Lee's reassuring words, "Right."

All three of them had a few minutes to spend together, enjoying a simple talk, before someone else came over to there little group. Mark had a look of confusion on his face which all of them picked up on when they realized he was there, "I found something you may want to check out, Lee."

"What is it?"

"I... don't know."

Dash looked at him, "You don't know?"

Mark shook his head, "No, I-I know what it is, I'm just not sure what to make of it."

Lee got to his feet, "Let's check it out, then."

"Should I come too?" Clem asked.

Dash got up, "Yeah, do you want us to check it out too?"

"It's not a big deal." Mark told them, "I just need Lee to come and see it."

Lee looked down at them, "Yeah, you two go ahead and stay here. I'll be back in a minute." He followed Mark towards the wall. Dash sat back down and said something to Clementine, the two continued their conversation.

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Applejack made her way towards her room, which was right next door to Kenny and his family's. Katjaa and Duck would have enjoyed sharing their room with AJ, and Kenny wouldn't have minded a bit, if the rooms couldn't hold more than three people at night. AJ didn't mind as long as she still got to see them the next day. Everyone at the Motor Inn got along with Applejack; she was on friendly terms with everyone here, even with Lilly despite never backing her up in arguments over leadership. The majority of her time, though, was spent with Kenny, Katjaa and Duck. Since their time at the drugstore, Applejack had grown attached to Kenny and his family.

Kenny was glad to have Applejack as a friend: she always had his back, she was protective of his son, and she spent a good fraction of her own time making sure that Katjaa and Duck were in good spirits. On top of that Kenny and AJ were similar in multiple ways, like their stubbornness and shared ideas about what's best for the group. Katjaa, much like Applejack, was easy to get along with and was on good terms with everyone; even Larry never had trouble tolerating her. Kat and AJ were great friends, she could always pry the farmpony away from whatever she was doing to talk with her or ask her something whenever she needed to. They also shared a strong belief that the future will be better, just like Clementine and Rainbow Dash.

Duck liked AJ a lot since she found time to play games with him almost every other day; plus she didn't get annoyed that time he asked to ride her over twenty times in a row. That was another reason they got along so well: Duck was absolutely in love with Applejack since the moment they met on Hershel's farm, whether it was because she could talk or just the fact that they got along was hard to tell. Applejack enjoyed the kid's undying enthusiasm and childish nature, he reminded her a lot of Pinkie Pie in more ways than one. She cared greatly about Kenny's whole family, and the farmpony was going to personally ensure their safety no matter what.

"Hi Applejack!" Duck ran up to AJ as soon as he saw her, as always he was his usual happy self.

The farmpony stopped when she saw Duck approaching, happy to see him, "Howdy Duck! How are ya?"

"I'm good!"

Katjaa walked around the side of the RV into Applejack's view as she followed her hyper son, "Hi there, Applejack." Kat called over to the farmpony, she seemed exhausted.

AJ looked at her for a moment, watching as she tried to catch a little bit of breath, "You alright, Katjaa?"

She breathed in quickly, "I'm fine. I've just been trying to keep up with him all day." She took a few more seconds to breath, "Do you remember those candy bars that Rainbow Dash last week?" AJ nodded, "Duck found where I had hid them."

"Ah, that explains it." Duck had done a lap around the RV as Katjaa spoke and began another one soon after. Applejack, still holding on to some energy from the day, decided that Katjaa had earned a break, "How's about I look after Duck for a little bit, you can go ahead 'n rest?"

Katjaa gave the cowpony a gracious smile, "Thank you Applejack, I'd appreciate that." She walked over to Kenny's couch, still outside so the man could quickly rest after working on the RV, and sat down. In a few moments she was completely relaxed.

Duck finished his second trip, stopping a few feet away from AJ. The cowpony caught his attention, "Do ya feel like runnin' right now, Duck?"

"Yeah!" He ran over to the farmpony as she spoke.

"Then why don't we have a little race?" She asked, a competitive look on her face like the one she gave Dash every now and then. He got even more excited as she continued, "First one ta make it around the entire inside of the motel wins, sound good?"

His nodded furiously, "Yeah!!"

Applejack giggled at his now energized enthusiasm, "Alright then, get ready. On your--" Duck was already running before she realized it. She quickly gave chase, "Oh you little cheater! You're not getting away with that!" They spent the next few minutes running around along the walls. At first they only did one lap, then they decided to keep on going. Kenny watched from his spot on watch, a heartfelt smile on his face as he watched his son and one of his best friends enjoy themselves without a worry in the world.

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"Weird." It was all Lee could say when he initially saw it.

"Isn't it?" Mark asked, just as confused as Lee was about the marking.

Before them, on the side of the motel's wall, was an "x". A pink "x" which was placed so out of the way it was hard to notice if you weren't specifically looking for it. Mark wouldn't have found it if he hadn't been inspecting the barricade. It looked sloppy, like it had been hastily written. Lee took two fingers and ran them across one of the upper legs of the x, smearing it. He looked down at his fingertips as he fiddled with the pink substance, "It's just chalk." He stated before wiping it away. Normally Lee would have passed it off as nothing. After all, Duck had been known to draw on the walls from time to time. There was something about it, though, that gave him an uneasy feeling. He turned to Mark, "Do you know who put it here?"

He shook his head, "No, I just found it. It wasn't here yesterday when me and Applejack were working on the wall."

Lee starred at the marking for a few moments longer before turning back to Mark, "It's probably nothing to worry about. Just let me know if you find anything else, I've got something to take care of."

"Alright man," Mark replied, "take care."

Lee took only a few steps before he came across some of Clementine's drawings on the ground. Like the x on the wall they were all made out of chalk. It wasn't anything to get worried over, it at least it didn't seem that way, but Lee felt he should try to find out who was responsible for the x. The only place he could start would be with the only person who had any chalk: Clementine. As he crossed the Motor Inn to get to her, Lee noticed Duck and Applejack running along the interior of the motel. It was obvious she wasn't going as fast as she could be.

Dash saw Lee approaching first and greeted him, "Hey Lee, how's everything?"

"Just fine, thanks." He said as he got down to his knee, "Mark found something on the wall but it's nothing to get worried about."

"Are you sure?" Clementine asked

"Yeah, I'm sure." He turned Clem after she finished hiding her paper once again, "Clementine, you wouldn't happen to have any pink chalk would you?"

"I do." Clementine answered instantly, "It's in the dresser next to my bed if you want to borrow it."

"No thanks, Clem, I'm good. Do you know anyone else who might know where it is besides us here?"

"Not really. It did go missing for a few days, though."

"Missing?"

"Yeah, but Rainbow found it yesterday morning."

Lee turned to the winged mare, "Dash, where did you find it?"

She pointed her hoof out past Lee, "Over by the gate, there was a scuff of it over there too. I'm not really sure how it got over there."

Lee got up to his feet, telling Clem and Dash he'd be back in a minute. He walked over the gate and soon discovered the scuff. He moved the gate to find even more leading outside. Deciding it was worth checking out; Lee moved the gate enough to get past and went outside the wall.

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Carley leaned on the banister, deep in thought. Every once in a while she found it helpful to just let her mind do its thing. She used to spend this time thinking about Doug, his nerdy charms and his eagerness to help out in any way he could. Many people thought she was over him by now, which wasn't true. Carley barely got to know him and they rarely had the courage to talk with one another, which only made his death worse on her. Lee had told her that Doug felt the same way, which helped, but she still wanted to have been able to hear that from him.

She came back to life when Ben came up behind her, "How are you doing?"

Standing up a bit straighter, Carley looked at Ben to answer, "Just fine, Ben."

"That's good. I, uh, just saw you up here and wanted to make sure everything was alright."

"Everything's good, I was just... thinking."

"About Doug?" Ben pried.

She let out a sigh, "Yeah."

Whether it had been intentional or not; Ben had helped Carley a lot since the day they met. That night, after the Dairy, he saw the state she was in and tried to help her out as much as he could. She eventually opened up and let it all out: she even cried; which left Ben awkwardly sitting in her room for a few minutes since he had no idea how to react to that, and a little frightful afterward since she threatened him into never telling anyone. When she was done Ben told her that Doug sounded like a great guy, told her she'd be good, sat there awkwardly for a minute trying to think of something else, and finally telling her that he'd be there if she wanted to talk again. Though, to be honest, he was glad that he didn't have to deal with an emotional moment like that since.

Carley and Ben's relationship had grown into a close friendship since then, him helping her get over Doug, and sometimes her helping him by teaching him a little bit about guns and making him at least somewhat more confident.

Ben, doing what he believed to be the most appropriate thing, leaned on the banister next to her, "Do you... want to talk about it, or something?"

She let off a smile as she turned back to him, "Yeah, I'd like that."

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Lee searched for a little while before finding an open grate. He leaned down and saw a brown paper bag inside. He reached in and pulled the suspicious object out, standing back up before he opened it. He stared down into the bag in disbelief; inside were all sorts of antibiotics, medications, etc. He shook his head as he closed the bag, "Son of a bitch."

A few steps were taken towards the gate before Lee stopped dead in his tracks. Slowly, Lee looked back, "Don't fucking turn around, asshole." He looked straight forward as whoever stood behind him spoke. Lee could feel a gun against his back, the footsteps of three or four other people grew closer. The bag was taken from Lee's hands, a few seconds later the same voice spoke again, "What's this? Tryin' ta break up our little deal, are we? Well..." He chuckled, "Let's see what we should do about that."

Episode 3 Chapter 3: Departure

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Episode 3 Chapter 3: Departure
Written by: BRBeverage
Proofread/Edited by: KJay

Everything was the same since Lee'd gone outside to investigate his suspicions just a few moments prior. Rainbow Dash and Clementine were sitting at the wooden pallet, talking to one another as Clem continued with her project. Above them on the balcony was Carley and Ben, who were having a discussion of their own. Applejack and Duck were still having their race, though they looked like they were both starting to tire out a bit. Katjaa and Kenny were still sitting in the same spots as before; the latter still on watch while the former was resting on a couch nearby. Mark wanted to figure out what was with that chalk marking on the wall, and had started his own investigation around the motel. Lilly and Twilight were in their respective rooms: neither of them made a noise and only one was actually doing something.

The Motor Inn was quiet; everything was calm for the most part. Duck and Applejack had been the only ones making any ruckus and they'd calmed down once the boy's sugar rush wore off. For what seemed like the first time in a long time; Duck had tired himself out. Applejack, who had started to break a sweat, was grateful for the kid's momentary halt and took the opportunity to start a conversation with Katjaa, who was still recovering herself. Duck took to sitting on the ground and glancing around; his mind still as hyper as ever.

If Kenny didn't know any better he'd have been worried about his son stopping like that. Watching Duck run out of energy was like watching a dog being chased by a cat: it just didn't feel right. When the boy started talking to AJ and Kat at the speed of light Ken's mind eased up a bit. It was easy to let your head get away with worrying about little things when you were on watch. When nothing big was happening, well, watch was a horribly boring job. You'd sit up there for hours with a gun in your lap and nothing to pass the time. Sure nothing was immensely better than anything actually going down, but either way you were at risk of dying; whether it be from bullets or boredom.
Deciding he'd had about enough silence for now Kenny took the first opportunity he could to strike up a conversation with someone. Katjaa and AJ, along with almost everyone else nearby, was already in their own discussions. Luckily for him someone decided to walk by when he began to grow desperate.

"Hey, Mark!"

Mark, who'd been caught up in his thoughts, looked up upon hearing his name, "Hi there, Kenny." He hadn't been on watch too much himself, but Mark knew how dull that job got and felt sympathy for whoever was up there at any given time. Before it had been Lilly and Carley on watch for the most part, but as of late it'd been Kenny who found himself in that position more times than not. Knowing there's a point where any conversation is desired, Mark decided to grant him some of his time, "How're things looking from up there?"

"Well there's nothing out there trying to kill us from what I can see. So, y'know..." He paused for a moment, "... lookin' pretty damn good." He'd glanced up at the woods laid out beyond the Travelier before returning his gaze to the man nearby, "So how'd your guy's trip down to Macon go? Looked like ya'll brought back a lotta stuff."

"Yeah," Mark agreed, trying to keep a poker face when the events from earlier re-entered his thoughts, "we got what was left from the drugstore. It wasn't too much, obviously, but hopefully it'll last us a while." He still had the woman from that trip, which had only happened not too long ago, deep in his thoughts. He'd never really thought about killing people before now. After he shot Andy back at the Dairy without second thought he'd assumed that if he had to, in self defense or the defense of the group, he would be able to just take care of business like Lilly, Lee and the others did the times those bandits attacked. He'd figured it wouldn't that different from dealing with walkers. But after the events not long ago he realized something: he wasn't sure if he could.

When he shot Andy he aimed for his side, knowing it wouldn't kill him, when he could have just as easily aimed up a little and went for his chest, his neck, or even his head. Every time the bandits attacked he would only shoot a few rounds off into the woods, at no particular target, in a subconscious attempt to spook the attackers off rather than actually shoot at them like Carley did so easily. After what happened today, well, Mark wasn't entirely sure if he had it in him to kill anyone. He couldn't kill someone when it was the only right thing to do; what are the chances he'd do it when his life or someone else's life depended on it? What if this got someone he knew hurt one day? Or worse...
Kenny stared at the man, wondering if he was going to continue or if he was just in his thoughts now.

"... You alright, Mark?"

He sighed as his worries continued, "Yeah, I'm fine..." As Mark and Kenny had been speaking close by, Katjaa and Applejack were finally able to talk to one another again as Duck went elsewhere as his roaming attention was caught yet again by something new. Kat continued telling a story from years back that she'd been giving to AJ in bits and pieces here and there whenever the two had a chance.

"... and, like I've said, Ken is a good man and I love him dearly, but he can be downright stubborn sometimes."

"Let me guess:" AJ began, recalling certain bits of the tale her friend had told her so far, "He 'convinced' you ta go with and his fishin' buddies on another trip in his boat?"

She nodded, "Even after what had happened the last few times..." She shook her head, a smile never leaving her face, "I swear, Applejack, that no matter how many times I told him 'I don't want to go with you and your friends this time' it was as if he couldn't hear me. I might as
well have been talking to his truck." The two shared a friendly laugh with each other.

Applejack calmed herself down a bit, "So, what happened this time around?"

Katjaa shook her head again, "The trip was over just minutes after we left the dock: one of his friends was so drunk already he fell off the side and took me along with him. We were both fine, but Kenny took me home not long after they returned to shore. Later I told him I was
pregnant and he swore I'd never set foot near the water again. It's a good thing, too, because I really hated that boat of his..."

They shared another laugh. Unfortunately for AJ hers was cut short when she found herself glimpsing to Twilight's room once again. It was hard for her to enjoy herself like this with all that was going on with one of her friends; it made her feel selfish in some ways. Obviously she shouldn't let herself be sour and depressed, but it was hard to be happy. It was getting harder every day.
Being as close and observant as she was, Katjaa was able to detect her pony friend's sudden change.

"Are you alright, Applejack? Is there something you'd like to talk about?"

She shook her head, "Naw, I'm fine."

"You're a terrible liar, you know..." Kat told her with a cheeky grin on her face.

AJ chuckled, "Yeah, I really am..." She rolled her concerns over in her head, "I'm just worried 'bout Twilight. She seemed ta still be in a bad place when we spoke ta her. I really hope she can get past this..."

"I hope so, too." She glimpsed at the closed door herself for a moment, the events of that night running through her mind again. Even if she hadn't been there when it happened Katjaa could feel the impact of it like everyone else. She felt bad for everyone, especially Lilly and of course Twilight, and she even missed having Larry around to a small extent. She looked back down to her friend again, "Don't worry, Applejack: Twilight's one of the smartest people I've met. She'll get better, and everything will be fine."

Applejack sighed, "I hope yer right..."

Rainbow Dash and Clementine, still where they were before, had faded out of their conversation as the two enjoyed the peace of the moment. It wasn't too often that things were this quiet around here. Usually one would be unnerved by this or have their guard up, but instead they welcomed the change. It was weird; after three months of nothing but silence everyone were practically begging for something to
happen. Now, after all that's happened the last few weeks it was a refreshing change of pace, and nobody had a problem with it.

Clementine continued on with her leaf rubbings, nearly finished with the first one she'd started. This gave Dash some time with her thoughts. Unlike AJ, Dash wasn't too worried about Twilight at the moment; either that or she was better at keeping such thoughts from plaguing her too much. Instead Dash was thinking about home: after how long they'd been here she was ready to see Ponyville again. She missed all of the people she knew back home and couldn't wait to see them again. She was looking forward to going to the 'Welcome Home' party that Pinkie Pie would, no doubt, through for them. She looked forward to seeing how her number one fan Scootaloo was doing and how awesome she'd become in Dash's absence. Despite her better judgement, she also looked forward to trying on a dress for Rarity if the fashion pony asked. And Rainbow Dash, beyond all else, wanted to find her oldest friend, Fluttershy, and hug her until it got awkward.

And of course she looked forward to introducing all of their new friends here to the ponies back home. Dash envisioned Kenny and his family living on AJ's farm, and Carley finding work at a local paper in Canterlot or maybe Manehattan. She saw Lilly and Mark getting some form of job in Equestria's military forces, even if they probably wouldn't see much action seeing as wars and conflict weren't common. Lee becoming a teacher in Ponyville, and Clem becoming friends with the CMC and taking part in all of the wild antics they get into. And Ben... well... she was sure Ben would find something to occupy his time. Hopefully Pinkie would through a 'Welcome to Equestria' party for them. Knowing Pinkie that was a guarantee as well. Rainbow knew that Twilight hadn't outright said they would be coming with them but she couldn't think of any reason why she would say no. Dash was pulled out of her thoughts as Clementine spoke.

"... Rainbow Dash?"

"Yeah?" She pulled herself back to the present and looked at the girl across from her, "Something you need, Clem?"

"Well, um..." She went quiet for a mere moment, "Are you and Lee going to town again tomorrow?"

She thought about it quickly, "I doubt it; there isn't much left in town worth going for."

"Do you think you'll go hunting then?"

"I'm not sure," She watched the girl closely, as if trying to catch a glimpse of what Clem was thinking, "why do you ask?"

"I..." Clementine looked back at her younger friend/guardian as she halted her project, "... if everyone goes hunting do you think you and Lee could stay here instead?"

"I don't think we'll be hunting either way, Clem..." Dash watched as a wave of relief washed over the girl and a smile returned to her face. Now curious, Dash pressed on with her previous question, "Why did you ask that?"

Setting down her pencil, Clem looked her cyan friend in the eyes, working up the courage to speak her mind, "Because... it's just... you and Lee are always gone..."

"We're not always gone. We---"

"Every day you both go somewhere without me and you're gone for hours..." Clem continued despite Dash's input. Dash could see that Clem was fighting the urge to get emotional: a sight rarely seen from the strong willed little girl, "And every time something happens you BOTH have to go and help take care of it. I know you're doing the right thing and you're keeping us safe, but we never spend as much time together as we used to. This is the longest time we've spent together in weeks! I just..." She fought back a tear that threatened to roll down from her face, "I wish you both could be here more often..."

Rainbow hadn't been prepared for that, and she wasn't entirely sure how to react to it right away. Honestly she wished that she and Lee both could spend more time with Clem already, seeing as they were usually busy for the most part on runs and keeping this place secure. It never crossed her mind that Clem could miss them this much, even if they still saw each other every day. Sure the two of them had been talking for a little while now but like she'd said they hadn't been given a chance to talk like this for a while. The same could be said for Lee, which was horrible seeing as Clem was the most important thing in the world to him anymore. Dash went quiet as her words continued to sink in. After a moment Rainbow decided it'd be best to bring Clementine's plight to Lee's attention as soon as she could.

"I'll be right back, Clem." She got up before the girl had a chance to protest. Even if she would only be gone for a moment, leaving the girl's presence felt wrong of her to do. She quickened her pace in search of her friend. Unaware as to where he was Dash went over to Kenny and Mark as the former seemed to be asking the other a few questions. Seeing as he was on watch it was a safe bet he might know where Lee had gone off to, "Kenny, Mark, have you guys seen Lee?"

"I thought he'd gone off to be with you girls; that's where I saw him after I showed Lee that marking."

"Wait, marking?" Kenny looked at the man quizickly, "What marking?"

"Over there, there's a chalk x on the--"

"Hello? Guys?" Dash grabbed their attention again, "Have you seen Lee or no?"

"Oh, yeah, he went outside." Kenny said bluntly. Dash didn't question further and went towards the still open gate. Mark looked at the watchman.

"He went outside? Why?"

He just shrugged, "I don't know. Knowing Lee, though, he probably saw a plastic bag or something out in the road and went to go check it out." Mark, unaware if Kenny had meant that to be fact or insult, looked ready to further this topic until they heard Dash call out in distress. Everyone who heard her turned towards the mare, some jumping out of their seats, as she stood not even fully out of their gate. Dash had her gaze fixated on a shocking scene before her.

Out of sight from everyone inside the safety of the motel's walls stood five people: one on his knees, one standing before him and the three others standing off to the side watching the other two. The man on the ground was Lee, who was now sporting a bleeding bruise on his cheek and a black eye. The people standing nearby were easily identified as three of the bandits, though Dash hadn't seen any of them before. The one standing before Lee, however, was different. Dash recognized him from his voice as he threatened his hostage: he was their leader, she'd heard his voice on two different occasions, both of them being from previous attacks on the Travelier. The man was now standing over Lee, a pistol pressed against his forehead in a common execution stance. He was ready to pull the trigger.

Luckily for them, all of the intruders turned their attention towards their new arrival once she'd announced herself. The executioner temporarily ignored their hostage to face Dash.

"Shit! Kill that freak!!"

All three of the bandits raised their weapons and fired on the pony. Thankfully she'd been quicker and ran back inside to the relative safety of the Motor Inn's walls. Everyone was on alert once the gunshot went off, and then glanced at Dash for confirmation as she galloped away from the gate. She managed to shout, "The bandits, they're here!"

While his captors were distracted, Lee took the opportunity which had presented itself to him. He rose off of his knees and lunged at his would-be killer, punching the man as hard as he could before throwing him to the ground. Lee darted behind the corner of the motel's wall as the others turned and fired at him as well. The bandit who'd been knocked on his ass gathered himself after a moment. One of his men, a younger black male in a purple button up shirt, looked down at him.

"Jake, ya'll alright?"

He ignored the question, "Go chase that asshole, Drew!" Jake got off the ground as Drew gave chase. The other two bandits waited, for some reason, on their de-facto leader to get up.

"What the fuck are you two waitin' on?! Let's move!!"

The three of them moved for the gate that their so badly timed arrival had been kind enough to leave open. Gary, a bandit with a beard and a striped shirt, nearly had his baseball cap shot off as he neared the entrance. Linda, a female bandit with a white hoodie and a crossbow, pulled Gary away as a rifle went off.

"Get back, dumbass! Are ya tryin' ta get killed?" She peeked over the wall very briefly to see the moustached man standing on that RV with a rifle aimed right where they were at. She turned towards Jake, "Great, now what do we fuckin' do?"

"We kill 'em!" Jake stated without hesitation, "These fuckers wanna end our agreement? Then we'll take everything and burn this place down!"

"What?!" Gary nearly spit.

Linda glared at him, "Just the four of us?! Are you fucking---" Jake raised his ski mask, interrupting her as he whistled into the woods. Moments later almost a dozen bandits rushed out from the tree line with other behind them. Kenny was forced from the roof to take cover as bullets began sailing by. The bandits looked over their reinforcements before turning back to their leader, notably irritated, "You brought the boys with us?"

He looked at Linda as he lowered his facial cover, smirking at Linda from under it, "And you say I'm never prepared..."

Gary glared at him from behind his shades, "How come you didn't tell us?"

"Why the hell does it matter? I brought them along in case somethin' like this happened." He told him simply.

Linda wasn't happy, "If they were here the whole time why didn't we just attack these fucks right away? Catch 'em by surprise? Hell, what's the point of being in this damn deal if--"

"Just shut up and follow me..."

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Lee ran along the side of the motel and turned another corner; stopping behind it to get out of sight and let his thoughts catch up. Footsteps grew as his pursuer gave chase. Acting swiftly Lee grabbed up a fallen tree branch from the ground and readied himself. When he knew the man was close enough he stepped out and swung, smacking the bandit with the heavy end with all the force he could muster. Drew, as Lee had heard the leader call him, fell to the ground with a thud. It was obvious he wasn't dead, but chances were he wasn't getting up any time soon. Dropping the branch Lee reached down and took back his pistol which was tucked in the attacker's pants. When Lee got ambushed the leader took his glock away and gave it to Drew. He seemed to trust this person more than the other two he'd brought with.

Before he could decide what to do with Drew gunshots could be heard going off nearby. Lee knew what it meant, and he had to get back inside as soon as he possibly could. He continued along the outside of the motel's walls, knowing well that he wouldn't be able to go back around to the front. It soon occurred to Lee that all of the windows were securely locked from the inside for safety, and there was no exceptions to that statement. If he didn't find another way chances were he'd be forced to smash a window or something else which wouldn't be good in the long run. With any luck he'd find a better way.

He came up to Lilly's window and peered inside. Inside Lee found her standing at the doorway to her room with Charlotte in hand. He banged on the glass and called for her to let him in, but it seemed she didn't hear it right away. She was focused on what was happening outside as she fired off into the woods; yelling to someone outside at the same time. She was forced behind the wall as shots were fired back her way. Lee could tell that they weren't in a good spot right now.

Drew made grunting noises as he stirred nearby, and another bandit ran up to him right after. Before he could see if Lilly would answer him or not Lee took off. He didn't stop again until he was around another corner, out of the man's line of sight. He couldn't afford to go much further from here since the next turn would take him right out front where the attack was taking place. He could try going either way but without cover of any kind, well, chances were he wouldn't last long in a shootout.

With few options left Lee glanced along the Travelier's right wing in hopes that there was some form of secret way in or anything that could help him out. Luck showed herself again as Lee immediately noticed a window; a window which had been covered by sheets and curtains from the inside to block out the outside: Twilight's room. Last he knew the unicorn was still in her room working on her device. Maybe like Lilly she was still in her room, and Lee would be have his way back in.

Twilight was deep in her own mind. All of her focus was put onto the machine she'd spent so long working on, and had grown to despise more than any worldly object in this universe or her own. Every day and every night she regretted ever creating it, and when she got back the first thing she'd do would be dismantling the one in her basement and burn the schematics she'd drawn for it. Ironically she'd have to finish building this duplicate before she'd ever get the chance to perform that task. It was just more motivation to get it done, and she already had enough of that to take over her mind entirely. It made her block out everything else which in turn meant it took her longer to hear the gunshots. Slowly the noises processed and Twilight halted her work for the second time this evening.

Twilight lowered the tool she'd been holding with her magic as she heard another noise. Behind her, at one of her windows, something was banging on the wall as it called in.

"Twilight, are you there? Twilight!" She recognized the voice after a moment and removed the barrier she'd set before the window. As late evening sunlight entered the room she saw Lee Everett, for some reason, standing outside her window with a certain level of panic evident on his face.

"Lee? What are you--" She let the curtains drop to the floor, "What's happening?"

"Bandits," He answered, "they're attacking! Let me in, quick!" Aura emitted from the window as the lock began to be undone. It ended short of actually finishing, however, as yells were heard from outside. Among these the mare made out the voice of Applejack, and it was nearby. The gravity of the situation caught up with her and Twilight realized that her friends were out there right now. She glanced at the doorway to her room, and Lee followed her gaze. She looked back and locked eyes with Lee for only a moment: he saw nothing but determination with a hint of regret. Before he could figure out what happened Twilight bolted for her door; her magic fading from the window as she threw the door open and bolted outside. Upon hearing her friend in danger Twilight Sparkle's mind returned to a one track path as everything else melted away.

"Twi! Get back here! Twilight!!" Voices emitted from nearby, and, out of the corner of his eye, Lee saw someone emerge from the woods not too far away. A bandit ran across the road from an angle and took cover by the wall; if the man had been paying more attention he'd have seen one of the people he was here to kill out in the open. Lee couldn't be out here any longer: he HAD to get inside now. Gathering all the strength he could, Lee Everett pulled back his arm and forced it, elbow first, into the cheap glass window. It shattered as fragments flew across the floorboards of the comparably barren room. Clearing any remaining shards from the now busted window, Lee climbed into the room and quickly gathered himself. Having to do this was unfortunate, but it'd have to be dealt with later. He ran for the still open doorway to where a siege awaited. From the cover of shrubs and bush, a pair of glassy eyes had watched as new prey made itself known to the stumbling creature.

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Jake watched over the scene as it played out in front of him: it wasn't going the way he'd hoped. Two guys laid dead just outside the motel's makeshift gates, and a third was bleeding on the ground after catching a bullet in his chest. They had men spread along the wooden barricade these assholes had built, and people in the woods keeping said assholes from poking their heads out. These folks were dug in, though, and that proved to be a huge problem on its own. Maybe if he'd gotten a better drop on them they wouldn't be putting up this big of a fight...

"Look who's back." Gary pointed out from close by. From behind the motel Drew came stumbling along accompanied by Linda, who looked like she almost had to drag the man along at points. He held on to his bleeding face and it became apparent Drew was cursing under his breath as they reached the treeline where Jake waited. Gary looked at the duo as Linda dropped her load off on the grass, "Where'd ya find 'em?"

Linda picked the man back up when it became apparent he wasn't going to do so on his own, "Lying on his ass." She stated dryly.
"Figures..."

Jake grabbed hold of his right hand man's shoulder and shook him, forcing his gaze off of his broken nose, "What happened? Did you get that fucker?"

"No..." he let go of his face as a small stream of red flowed down from his forehead, "The guy caught me by surprise--"

"How the fuck did he catch you by surprise?!"

"He was hiding! Ah--" He backed up into a tree and held his face again as a wave of pain emitted in the form of a headache.
Jake cursed to himself while Gary shrugged off the loss of their hostage.

"So what now?"

Looking ready to shoot someone in frustration, Jake quickly thought up a plan, "Gary, keep an eye on this worthless shithead. Linda, gather up a coupl'a guys and follow me." He looked at some of his men gathered along the treeline, "The rest of you stay out here and kill these motherfuckerin' shitheads! Do whatever ya gotta do ta do that! No holdin' back, ya hear!!" Growls were heard nearby as a lam-brain, as the bandits had come to call them, came shuffling past the trees towards them. With all the noise going on here there was no doubt this was the first of many to come. Linda fired her crossbow, a bolt piercing it's skull as it slumped to the ground. Jake turned to his men as some of the more cowardly ones got spooked, "We ain't got much time, so let's fuckin' move it!!"

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He hadn't taken a step outside when Lee saw a bullet fly by and slam into the door frame. From inside the still opened threshold to Twilight's room he could see almost everything going on inside the Travelier's walls; what was happening outside he could only assume. Looking straight ahead Lee found Clem, Dash, and Mark inside a room near where the girls had been sitting prior. None of them poked their heads out and he could swear it looked like one of them was hurt. Close by behind a previously crafted makeshift barricade, near the front of the RV, Katjaa was found holding Duck to protect him. With them was AJ, who was trying to keep tabs on Kat's family while at the same time enduring a bombardment of worried questions from Twilight, who just came outside less than a minute ago. Near this small huddle was Kenny, who still had hold of his rifle as he used the front end of his RV as cover.

Lilly was still in her room, doing the same song and dance Lee'd seen her doing from outside. Up on the balcony, behind the Cover of the wall at the top of the staircase, he could make out Carley and Ben beside each other. Carley was gripping on to her pistol, doing what she could from her position to help, while Ben hid behind her to avoid the bandit's line of sight. Things were going better than Lee had assumed, though honestly not by much. After poking his head out momentarily Lee saw none of the bandits had gotten in so far. From the looks of it Kenny was covering the right gate while Lilly was covering the left, keeping most of the attackers from trying their luck. Despite this they were all pinned down where they were at and none of them were in a great spot.

After some time Clementine and Dash both noticed Lee's presence across the yard as he poked his head out to try and get a better look at the wall. They both sprinted/galloped to the doorway of the room which provided them small sanctuary and began hollering out to Lee, who had trouble making out their words. This caught the attention of AJ who saw them, and soon the others around her realized his presence close by. Twilight, already regretting her action to some extent. Didn't grant him direct eye contact.

Kenny was the last of them to notice as he tried to take down a particularly persistent sniper somewhere in the trees. He turned his gaze to follow theirs as he was forced back yet again.

"Lee? How did you...?" Despite being confused as to how he got back inside, and why he was standing in Twilight's room, Ken let it go as much more pressing matters were at hand, "Never Mind. Listen, we need your help out here, Lee: these fuckers have us pinned down! I need you to haul your ass over here, right now!"

"On it!" Lee gathered himself as he charged outside, despite AJ and even Twilight's protest. He made it halfway before a bullet flew by so close to his face that the wind following it slapped him, "Shit!" Needless to say he dropped to the ground near the girls and Duck, just in time to hear another round flying by overhead.

"C'mon, Lee!" Kenny waved for him to continue towards him, "Move!"
After a moment Lee tried getting back up to move, but another passing bullet forced him back down, "One of them's got me stuck right here. Ken, try to take him out!"

Kenny poked his head out enough to get a look at the wall and beyond. He raised his rifle and aimed it out towards the tree line, getting himself ready to shoot quickly. Once he was sure he saw where the marksman was he shot off a round, followed by another, which resulted in no immediate return fire. Applejack glanced at Kenny oddly once he stopped firing. The girls had initially been against the idea of killing other people, even if in self defense and even after they'd seen what people were capable of. After the bandits attacked them the first time and came close to killing both Dash and Carley, and nicking Mark's pants when he was running for cover, they quickly realized the necessity and didn't say a word more about it. Despite this and everything else they, especially Applejack, weren't close to being okay with the killing that occurred too often now. So, Applejack bit her tongue yet again about it when she asked Kenny.

"Did you get him?"

"I think so--" another bullet came soaring through. This time it didn't hit wood, metal, or just thin air. This time it came close enough to what it was intending to hit, and Kenny was knocked down from the force of the impact. Everyone who witnessed the event went wide eyed in horror and could feel their hearts stop for a moment. Katjaa would have forsaken her own safety and ran to him if her son wasn't in her arms, so all she could do was call out.

"KEN!!"

He never laid still, and Kenny quickly pulled himself back up and behind cover. Ken laid his rifle on the ground and gripped his right shoulder in pain as he sat himself on the ground next to the RV front tire. Duck almost had to be held back by Katjaa and Applejack once he saw his dad moving.

"DAD!!"

"Ken, honey, are you alright!?!"

"I'm fine!!" He hissed through gritted teeth, "Son of a bitch...!" He turned to Lee before anyone else could ask about his well being, "I ain't gettin' that bastard, Lee. We'll have to think of something else..."

"Like what?!"

"Fuck, I don't know! You're the fuckin' genious here!"

"Well, I can't make another run for it and hope this guy just happens to miss me again."

Kenny threw his free hand into the air, "Hell then, why don't you crawl over here?"

"Wha-- Seriously?!"

"Naw, I'm in a good mood 'n felt like crackin' a joke! Of course I'm serious, Lee! It's not like we got many more options..."

"He's right," Applejack thought it over, "The bandit can't see you crawlin' with that wall up. You could be quick about it and--"
Twilight had been thinking about it as well, and when she glanced up at Lilly, who was still guarding the left side of the motel, she entered the discussion.

"No, that's not safe either. I have no doubt some of those people are right outside the wall AND the gate. They could come in here at any moment, and Lee wouldn't be able to move out of the way fast enough if he's on his hands and knees."

"Not to mention the wall's low enough in some places that I wouldn't be surprised if they're aiming over it right now." Lee added. Kenny cursed as he struck the tire in frustration and pain. Katjaa, wanting to do everything she could, spoke up.

"Maybe someone could keep a look out for Lee and let him know when it's safe, Ken? That way he isn't just going out there blind."

"Maybe..." Ken thought about this, but after Twilight had spoken he remembered something important about her and a safer idea came to mind, "Hey, Twilight, yer able to teleport other people, right?"

Applejack answered for her, "Yeah, she can." Twilight went to speak up as she could already tell what Kenny was thinking but he interrupted her.

"And you can teleport a lot at once, right?"

"Well--"

"Ken," Lee looked at the man, "are you thinking--?"

"Damn straight I am! Twilight, you can just teleport everyone behind the RV! That'll get everyone outta the line of fire and get this movin' much faster." Applejack had actually been wanting to ask what his plan was, anyway, but what Twilight said pushed that out of her mind for the moment,

"I-I can't..."

Kenny, Lee and Applejack looked at her in confusion, "What do you mean you can't?"

"I just..." She began to look like someone who was being interrogated by police: there was something she'd been trying to hide, "I just can't, alright! My magic isn't strong enough to--"

"Twi, don't ya dare try to tell me you aren't strong enough to teleport the five of us a few feet behind that RV." Applejack didn't need her BS detector to tell Twilight was keeping something back, "I know yer more powerful than that. I've seen you do things other unicorns can't. Unless something's wrong with you, then there ain't no excuse fer you not bein' able to do this."

"There is..."

"Then what's wrong?" Lee asked.

"Twilight--"

"Look," the mare kept everyone from barraging her at once with questions, "I promise I'll explain later, but right now there isn't time." she turned to Kenny, who kept his eyes on her waiting for her to continue, "I'm sorry, Kenny, but the most I can do is teleport myself and one
other person over there. That's it."

"Could you teleport them one at a time?" he asked with a hint of desperation.

She shook her head, "After I do it with one person I'll barely have enough strength to teleport myself."

Ken shrugged his non-bleeding shoulder, "Of-fuckin'-course..." Kenny wasn't surprised by this point that something couldn't be that simple and easy. He thought this over for a moment. As much as he wanted his family out of the way more he knew it wouldn't matter unless he had some proper help to get his plan moving forward, "Shit... get Lee over here, then, I need his help."

Twilight glanced at him again, "Wait, what about--"

"Are you sure you don't want to get Katjaa and Duck over there first?"

"Trust me, Lee, I do, but I need you over here right away." He turned to his family and Applejack, who were still huddled next to the furniture barrier, "Just keep your heads down for now, alright."

"We will."

"Wait, I can't leave Applejack over here!" Twilight gazed at Kenny, the look of determination back in her eyes.

"Well yer gonna have to for now! Until Lee gets over here there's nobody to keep them bastards from coming through the gate!"

"She's not safe over here!"

"Nobody's safe until Lee's able to help me!"

"SHE--" Applejack turned her friend towards her before she could say another word. Forcing Twilight's gaze towards her, she made sure she had the unicorn's full attention.

"Twi, listen to me. There ain't no debatin' this; ya need to help Kenny. It's important." She still didn't know Kenny's full plan past getting Lee to cover the gate, but she knew it must be essential.

"But--"

"He n' Lee are trying to protect us. ALL of us. That includes me AND Dash, and everyone else as well. I know you're worried about us, but until Lee's able to help him we're ALL in danger."

"I--"

"PLEASE, Twilight, just get Lee behind that RV." Despite how she felt in that moment, Twilight let her worries subside for a moment as she listened to everything her friend just said. After a short span of time she finally acknowledged the people who awaited her response.

"Alright, fine," Twilight looked to Kenny, "I'll get Lee over there." He nodded his head in appreciation before turning back to a more relieved Applejack, "I want you to stay here with Katjaa and Duck, you understand? Stay behind cover until you know it's safe to move, alright?"

AJ nodded, "Don't worry; I'll stay right next to them. I promise."

Twilight didn't feel good about leaving her there right then, but she'd just have to drop it for now. She looked past her to Lee, "Are you ready?"

"Yeah." She began to concentrate on performing the spell when Lee continued, "Is this gonna hurt?"

She shook her head, "No," She instantly thought back to the first few times she'd teleported herself and Spike back in Ponyville, during the Gala Ticket ordeal, "but you might get a little disoriented after." Lee shook his head as he readied himself for what might be the third oddest thing to happen to him that week. Twilight concentrated again and sparks began to fly from her horn. Lee glanced at Twi as she was casting the spell, and right away he could notice the strain on her face and the stiffness in her entire body. Lee had seen Twilight teleport before, and he'd even witnessed as she teleported herself and Doug once, but not once had Twilight seemed to exhaust herself doing this. As he began to think on this he quickly found himself not where he was a moment ago.

Aside from becoming very tired and worn from the act, something she did her best to hide, Twilight wasn't otherwise affected from the spell. Lee, on the other hand, wasn't used to this mean of transportation and made the mistake of keeping his eyes open the first time. He nearly toppled over when he went to stand, and it was a few second before his eyes adjusted properly and the desire to vomit subsided. He held his head in his hand for a moment until the mare next to him caught his attention.

"Are you okay?" Despite his desire to ask her the same question, Lee quickly shook his head and tried to focus his sight.

"Yeah, I'm good, just..." he looked at the blurred mare, "... definitely not gonna do that again any time soon..."

Twilight smiled for a moment while Lee attempted to regain his vision, thinking again of the first time she'd teleported herself and Spike. Her human companion's initial reaction reminded her of how her baby dragon was after their first experience. It was a little hard to tell who between them, Spike and Lee, received the worst mental racking. She was pulled back to the moment when she heard her friend's voice nearby. Lee opened his eyes after a set of quick blinks to find Rainbow Dash, with Clem right behind her and Mark near them, standing in the doorway of their room looking at him and Twilight. She called out to them again.

"Lee, Twilight, are you guys okay?!"

"We're fine," Lee answered for them, "are you three alright?"

Dash released a breath she felt like she'd been holding for hours before she nodded, "We're good." Twilight examined her as best she could from that distance. It didn't take long to notice that there was something wrong with her. Clementine moved next to Dash to speak with her friend.

"Rainbow said you were in trouble outside," Lee's heart nearly broke to pieces at the look of concern on his sweet pea's face, "We were so worried!"

"Don't worry, girls: I'm fine!"

"Dash," Twilight attempted to intervene, "Are you--" A bullet struck the door frame, inches away from Dash's face. Mark acted quickly and pulled back the girls before the attacker could take another shot. Both Lee and Twilight almost ran over to them due to instinct but kept where they were. Above on the balcony they could hear Carley.

"Damn! I can't hit this asshole!" In their minds she was talking about the guy who took a shot a Rainbow just now, but in reality they had no idea. She could be speaking about another one of the bandits, and they had no idea how many of them were out there right now.
Twilight knew that AJ was alright, at least for the moment, but she had no idea what was wrong with Dash. She could be shot for all she knew! The mare turned towards Lee again, who looked back at her in turn once she spoke shortly after.

"I have to go over there and check on her; she looks like she's hurt!" She didn't know what she'd expected Lee's response would be, but she remembered who she was speaking to when he answered.

"Okay, make sure she's alright." She immediately got ready to teleport herself when Lee continued, "Promise me you'll check on Clem too, please?" Lee knew from her actions that the unicorn was only focusing on her friends right now and wouldn't think twice about anyone else here. Knowing now wasn't the time to address it, he could only hope that she'd make an exception with Clementine since he knew that the mare cared about her too.

Twi gazed up at him, taking a moment before she nodded in responce and prepared herself to cast the spell again. Lee watched Twilight teleport herself again, and this time the strain he noticed on her was so intense he was expecting to see tears roll down her cheeks. He wouldn't have been surprised if she had passed out right there! Thankfully after a moment she was consumed by a purple light and within a fourth of a second she was gone. He glanced over and found her where she'd intended to go, nearly scaring the pants off of Mark in the process.

"Lee, mind gettin' over here already?!" Kenny clutched his shoulder as the pain hadn't dulled much in the short time he'd been shot.
Lee, knowing Clem and the others would be fine for now, ran over to Kenny when the man called.

"What do you need?" Kenny began getting off the ground, which Lee helped him do, before handing his rifle over to Lee. He waited until Lee had a grip on the gun.

"I want you to stay here and cover the gate. Make sure none of them bastards get close!"

"On it." Lee knelt down where Ken had been and aimed out at the gate for a second, surprised to find none of the bandits near this part of the wall as far as he could see. He turned back to Kenny whom he found opening up the RV to get inside, "What are you gonna do?"
The man with a plan turned his glorious moustache towards Lee as he spoke.

"I'm gonna get this RV running so we can get the hell outta here." Applejack, who'd been speaking softly to Duck to keep him calm, immediately bolted her head in Mr. Florida's direction.

"What was that?!" She almost stood up in that moment, "That's yer plan?!"

"Fuck yeah that's my plan, AJ! We can't stay here, those bastards are gonna kill us!"

"What about Twilight's Machine? Are we just gonna forget about that?" Lee was forced to turn his attention towards the gate as two bandits popped their heads over the wall and shot at them.

"We can't just leave it behind, Ken!" Katjaa continued his point, "The girls need it so they can get home!"

"Well I'm sorry, Kat, but we can't stay here and wait fer them to finish it! We have to go..."

"Wait!" Applejack grabbed his attention when he began boarding the RV again, "Twilight's almost done buildin' it! She just needs a bit more time!"

Kenny sighed as he stepped back out of the doorway again, "How much more time does she need?"

"Not long!" AJ answered before Kenny finished his sentence, "If we get her back in there it could be done first thing tomorrow--"

"TOMORROW?" Kenny shook his head, "I'm sorry, AJ, but we ain't got time for that!"

Katjaa attempted to interject again "But she--"

"Every second we stay here every one of us stands a good chance of dyin'!" He didn't want to leave the machine behind after living so long with the idea of his family being safe in Equestria, but they didn't have a choice right now, "We have to go while we still can." AJ was so close to seeing her home again. She was so close to being able to see her siblings again, to seeing Granny Smith again. She wanted to see her friends and family again so badly. The earth pony couldn't hold back her feelings in that instant.

"Kenny... please..." He'd never seen AJ act like this. She was so much like him and Lee that he never expected to see her break down in front of him.

"Well, fuck, what do you want me to say?!" He pointed towards the woods past the RV, "They're attacking us again, and we ain't drivin' them off this time! They're gonna get past that wall sooner or later! It's not like we can just ask them to wait until tomorrow to kill us so we can finish yer machine! I want you girls to get home, I do! I also want my family and pretty much everyone else here to be safe too! But we don't have time to wait, so they way we're gonna make sure everyone's safe is by getting our asses away from this goddamn motel! Because we WILL die if we stay here any longer..."

Applejack didn't want to accept it, and at first she didn't, but in the end she was forced to. She didn't say a word about it, but she nodded to her friend as she wiped a stream of tears away from her eyes. Duck, knowing enough to see that his friend was upset, threw his arms around her neck to hug her, which the pony accepted without hesitation. Katjaa released her son enough to where he could do so better, and used her free arm to embrace AJ as well. Kenny gazed at the scene for a moment before he grabbed the doorway to the Recreational Vehicle and began entering it once again. He stopped for a moment and glanced at the still open doorway to Twilight's room. He could see the machine now, for the first time since she began building it. It really had been so close to being finished. Looking to the ground beneath him, Kenny cursed himself for what was happening.

"... fuck." Without another thought he boarded the RV.

------------------------------------------------------------------------

"Oh please, Angel, eat your dinner..." Fluttershy attempted to lay the plate with lettuce on it before her bunny once again, "I didn't have a chance to go into town today. This is all I have for you to eat until dessert." Angel took another look at the plate before looking back up at the pegasus with disapproving eyes. This time he grabbed the plate and emptied the lettuce out on the floor before laying it back where Flutters had put it. He expected her to either get him another plate of lettuce or to scold him for what he'd just done. Fluttershy sighed before she flew back to her cabinet. Angel closed his eyes and turned his head, ready to disapprove of another plate of plain salad.

"Fine, Angel,..." He heard his owner say in a tone of defeat, "...here." He heard something drop down onto the already present plate. After a moment he looked at the plate again and, to his surprise, found a decent sized carrot laying there in place of the previous vegetable, "You can have dessert instead. Just please eat all of it..." Angel was curious at Fluttershy almost immediately giving in to his demand. Usually she would try at least a few more times before giving up on trying to win this argument. Without question, and with greedy delight, Angel grabbed up the carrot and began chowing down.

As he began eating Fluttershy sweeped up the ruined lettuce and threw it into the garbage. With all of her animals finally fed, the Element of Kindness made herself some supper and sat down to eat. Ten minutes went by and the food remained untouched as she just stared at it; then at Angel as he finished his carrot; then out the window as the setting sun painted the sky beautiful colors. She was worried, and she'd been worried for too long. Months. Three months since she'd seen Rainbow Dash, or Applejack, or Twilight. Over time her worry only grew.

At first she was surprised at herself for how well she handled the situation. Spike, along with both AJ and Twilight's families, were the ones freaking out at first and begging Celestia to find them. Rarity. Fluttershy, and Pinkie Pie, the other half of the element bearers, were optimistic and, while they were definitely worried, they kept a level head and kept hope. That attitude swayed over time, and has all but died out in everypony. Pinkie Pie, over time, receded from public life and now spends all her time in Sugarcube Corner: only speaking to her closest friends and the Cakes. Even Rarity and Fluttershy haven't been able to get much out of her lately. Rarity was the only one of them to keep her level head, and she was the most active of them in helping find their friends.

Fluttershy, well, she'd finally reached the point where she couldn't stop thinking about them. She was worried about their safety and wondered if they were alright. Sometimes she thought that maybe they'd been hurt, or worse, but those thoughts were enough to break her on the spot. In order to keep herself from losing it she was constantly thinking about all the good memories she had of her friends. Times she spent with Applejack where she helped the farm pony tend to the animals on her farm; other times where the earth pony would help Fluttershy out when she was too afraid or insecure. And times with Twilight where the unicorn led her and her friends on some adventure, big or small, and the times where the two of them would meet up and have a nice, calm conversation about the week. And Rainbow Dash...

She hated to admit it, to even think that she could choose like that, but she missed Dash even more than AJ or Twilight. The two pegasi had known each other since fillyhood, and, despite them basically being almost the complete opposite of each other, were best friends. Dash always stood up for the timid pegasus and was more protective of the her than she felt that she deserved. Fluttershy always felt like she didn't deserve someone like Rainbow in her life to the point that the cyan pegasus' friendship used to make her cry when nopony was around in flight school.

One time, on a day that lives in both infamy and wonder in Fluttershy's memory, she'd asked Dash why she was such a good friend to her. She simply answered with, 'Because I love you, Flutters: you're like a sister to me.' Dash probably wouldn't have been caught dead saying that again when they were around other ponies, seeing as she has an image to keep. That didn't lessen the weight of that statement in any way to Fluttershy. To this day, as she was right now, Fluttershy would always come back to that statement when she thought about Dash long enough. And to this day, she wondered--

Her thoughts were paused when she heard a knocking coming from her door. The pegasus placed her dinner, which was still untouched, somewhere in the kitchen where she could get it later before approaching and answering the door. She was openly delighted to find Rarity, accompanied by Spike, awaiting her.

"Oh, hello Rarity, hello Spike." She greeted them, "How are you both this evening?"

"Good."

"Just fine, darling; thank you."

"Would you like to come in?" She moved aside to clear the doorway for them.

"Actually, Fluttershy, we were hoping you could come with us."

Fluttershy looked at the fashion pony with worry resurfacing on her face, "Oh my, has something happened?" Rarity smiled warmly at the pegasus,

"No, darling, I just want the four of us to have a meeting."

"Four of us?" She asked, stepping outside, "What's going on?"

"Yeah, you haven't really told me what this about yet." Spike added. The unicorn turned towards the baby dragon with a raised brow.

"But Spike, I told you on the way here..."

He raised a pointed finger to protest before stopping to think back for a moment, "You did?"

"Yes! I explained everything on our way here!" She could hardly fathom that he'd ignored her, "What had you distracted?" Spike stared at her blankly, deciding it best not to answer.

"... Nothing..."

She shook her head, "Fine..." She trotted elegantly past him, "... I shall say it again once we get there." She stopped and glanced back at Fluttershy, who now followed the duo, "Come along now," She beckoned for her to follow, "We're going to see Pinkie Pie."

------------------------------------------------------------------------

Ben wasn't doing too great. The bandits were attacking in what he assumed was full force, he and Carley were trapped on the second floor behind the only cover they had, and he couldn't tell right now but he was certain he'd wet himself on accident. They were not in a good position right now. Well, nobody in the Motor Inn was in a great position as far as he could tell, but they were particularly screwed. Carley was trying to help out where she could with her gun, but from what he could tell--

"GOD DAMN YOU! GET CLOSER!!" ... it wasn't going well. The Ex-News Reporter fired off another shot before nearly throwing her pistol in anger, "Auugh!" She took a moment to breath before shaking her head, "This isn't working: I can't hit anything from here!"

"How bad is it?" Ben was further behind the wall so he couldn't see much other than Kenny's family, Applejack and Lee. Kenny had been where Lee is now but now he was saying something out of Ben's view.

"We're screwed if somebody doesn't think of something soon. Some of them are right outside the wall and they can get in any second now."

"... oh, we are--" Ben hit the back of his head against the wall a little harder than he meant to as he spoke, "ow!" Carley looked around as best she could without poking out from behind the wall. The bandits knew where she was and if she wasn't firing off rounds she was best off staying back. Her gaze fell upon Kenny, who was boarding the RV, and then Lee, who was where Ken had been. He was using the RV for cover and was watching the right side of the wall. Carley thought of the only idea she could right then before turning to Ben.

"Alright; we're going to make a run for the RV."

"What?!"

"We can't stay up here, Ben. If they get in then we'd have nowhere to run!"

"I understand why, but- why?!"

She looked out at the scene unfolding before turning back to Ben, "I need to help. WE need to help, Ben! I can't do much from up here, and there's too many guys for Lilly and Lee to take on by themselves! We need to get to the RV so I can get a better shot at these people."

Ben was trembling, "B-but if we go out there we're gonna get shot! I saw Kenny get hit and he was behind cover!"

She grabbed his shoulder firmly and made him look her in the eyes, "Ben, I know you're scared. Alright? I'm scared too."

"But--"

"Just listen, okay? I know you're afraid, but you can't be. Not now. Not when everything's at stake. That's how people get killed. That's how YOU let people die. I would know." He focused more closely on her after hearing that bit of information, "You have to be brave, Ben. You need to be brave right now: for yourself, for me, and for everyone else here. Understand? You need to try and be brave." He glanced away from her once she was done and closed his eyes. After a moment of taking in some deep breaths and clearing his head, Ben looked back at Carley and nodded with whatever confidence he could pull from thin air.

"... Okay."

Carley smirked at his change of attitude before glancing beyond the wall one more time, "Alright... okay," She looked at him again, "on the count of three we're going to run down the stairs as quickly as we can and we'll head straight to the RV. Once we're behind it we'll be safe... well, safer." Ben nodded his head in understanding and readied himself to bolt. Carley held out her hand, "I need your gun."

"Um, alright..." He pulled out the police firearm Lilly had given him weeks back. He was horrible with gun knowledge and only knew it was a policeman's sidearm due to a conversation he overheard. Ben could only assume they found a dead cop and took the gun off of him some time back. He handed the pistol over.

"Thank you." She said as the gun was tucked away. Carley only had a few rounds left in her gun, and she was going to use those before they ran so any bandit wanting to take a shot at them would think twice. She gave Ben a look of confidence, "Alright, on three. You ready?" Ben nodded quickly in response. Carley braced herself, gripping her gun with both hands, "One..." Ben braced himself, gaining some semblance of control over his bladder, "... Two..." Not knowing about the covering fire part, the teenager was caught off guard by the gunshots Carley let off, "... Three! Go!"

Carley went immediately towards the stairs, taking them down two steps at a time. A few bullets flew by trying to stop her but each one missed considerably. Thankfully, as Carley had learned on one of their earlier attacks, most of these bandits were horrible with a gun. She made it to the base of the stairs and kept going. Ben followed her as quickly as he could, and thanks to adrenaline was making good pace, but he was still a small distance behind her. She was over halfway to the vehicle when he reached the base of the stairs. Keeping his head low-ish, Ben bolted as quickly as he could after her. He was close when a particular gunshot sounded of louder than all the rest, and Ben felt something fast and painfully rip through the left side of his letterman jacket. He fell to the ground immediately.

Lilly saw him go down and cursed out loud. This caused Carley, who had reached the RV, to turn back and see what happened. She lost a lot of color in her face and instantly ran back to him. He wasn't dead, that much was clear, but the red slowly infecting his blue clothes indicated that he had been hit. Carley could hear him breathing, and freaking out, when she got close.

"... Oh fuck, OH FUCK I'VE BEEN SHOT!!" Sounding like he was about to die, which she realized he wasn't by the time she helped him to his feet, Ben held on to Carley as the older, smaller woman helped him to safety. Lilly helped their retreat by taking out a guy next to the wall who'd been watching their escape from upstairs. Once they were both safe Carley quickly helped Ben into the RV and sat him down at the edge of the long cushioned bench along one side of the vehicle. He hadn't calmed down by the time she let go of him, "Oh God, oh God, holy shit...!"

"What the hell's going on back there?!" Kenny, who was up front trying to start up that rusty hunk-a-junk, took a moment to look at his new arrivals.

"Ben got shot."

"I've been shot!" They answered at the same time.

"Yeah? Well welcome to the fuckin' club kid!" He threw back a clean rag similar to the one he had up to his wound, "At this rate I'll be a goddamn regular in that group!"

Carley caught the flying fabric and set it next to Ben for the moment, "Okay, help me take your jacket off. We need to see the gunshot."

"Okay..." His voice was shaky and he was trembling, "... okay..." She could tell it wasn't due to blood loss or shock; it was easy to tell from what she could see already that this wasn't in any way a fatal wound. This was only proved further once his jacket was taken off, revealing a slightly blood stained white T-shirt with a logo for the show 'My Little Penguin' on the front. Lifting the shirt it was clear what had happened.

"You're gonna be fine, Ben."

"I'm gonna be fine?! How does being shot make me fine?!"

"It only grazed you." she explained, placing the cloth against it, "It isn't bleeding that much, and it only took off a little skin. You're good."

"Oh, yeah, because that sounds good. That sounds wonderful!"

"Jesus Christ. Ben, I've taken one in the gut AND the shoulder, and I'm fine!" Kenny yelled at him from the front, "If that kills you it's because it wants ta be as bad as yer makin' it out to be!"

"And besides, Ben, you got really lucky. This was your chest: if it had hit you a little bit to the right you'd have been done."

He gulped, "Would that have killed me?"

"With no ER to take you to? Most likely, unless it had gotten caught in your ribs."

"Now THAT," Kenny interjected again, "woulda hurt like a bitch." Carley stayed there for a moment, instructing Ben to apply pressure to the wound with the rag. Once he knew what to do Carley found a spot to lay down her pistol and pulled out Ben's.

"I'm going to go out and help. You just stay here and keep pressure on that; the bleeding should be gone soon." She guessed. He nodded his head in response, having finally calmed down as he was taking regulated breaths. The Reporter knelt down to a bit to his current level, "Hey," she grabbed his attention, "You've done good, Ben. You were brave."

Ben thought back to it and shook his head, "All I did was run..."

She shrugged, "Takes courage to go out into crossfire." She earned a quick smile from him before heading towards the door.
Kenny caught her attention before she left.

"Listen, we're getting out of here, so don't do anything stupid. Just help get our people inside the RV so we can go." Without question she nodded, and then Carley was back outside.

------------------------------------------------------------------------

Gary, along with the still complaining Drew, was still where Jake had left them by the treeline. Progress still hadn’t been made as far as the standing bandit could tell, and they were losing a lot of men trying to just get inside the walls. This was taking too damn long. Now, Gary didn’t care much about these people. In fact, he didn’t care much about his people; they were just people he stayed with for protection, and they were a bunch of assholes anyway. But the thing about Gary is that he was NOT a patient man. And this? This was taking too damn long…

“How long does it take ta kill a bunch of fuckin’ assholes when they’re trapped like a dog in a cage?”

Drew stopped complaining, “Actually, dogs can get out of cages. One time a friend of mine--”

“Shut the fuck up, ya goddamn retarded fuck!”

“Alright, man; Jesus! What’s yer problem? You’re usually the most laid back guy I know.”

“I’m tired of sittin’ here when our dumbass men can’t even get to the fuckin’ gates!”

“Just be patient, man!” Drew pleaded, “Jake and Linda have a plan. Just give them time. Gary growled the next sentence.

“I ain’t waitin’ any longer.” He scanned the area while thinking of a way to get this shitshow rolling. Soon he heard more growling, and knew that more lame-brains had finally showed up. Immediately after he saw the body of Quintin, an older asshole in their group with a real problem involving-- The bearded man got an idea.

“Follow me!” He ordered Drew, “Watch my ass fer the dead!” He ran through the treeline in the spots where the men had stopped to regroup: Gary was in search of something. Drew followed, because that was the kinda man he was, but that didn’t stop him from asking questions. The duo stopped, or Gary stopped and Drew nearly ran into him, when the older man found what he’d hoped was here, “Found ya!” He reached down and grabbed a brown paper bag off of the ground next to a tree, “I knew that son of a bitch would leave camp without this!” He found another bag hidden right next to it. Drew, not sure what Gary had or what he was doing, panicked when he saw a lame-brain behind them and spoke after he wasted four shots getting it.

“Man I hope whatever you have in that bag is gonna help us.”

“Oh, it will…” He pulled the contents out of the second bag and exposed it to the world: a bottle of sense-killing, mind-ruining, and high-alcohol-contented rum. Gary held the bottle up for Drew to see: “We’re gonna torch these sonsabitches!”

------------------------------------------------------------------------

"... are you sure you weren't shot?"

"Yes, Twilight, I'm sure."

"How can you be sure?"

"I've been shot before, Twilight: I'm pretty sure I know what it would feel like!" Dash continued to answer the Unicorn's questions of concern. The sporty pegasus had already explained to her friend that she'd hit her healing wing against the dumpsters in her haste to get away from the bandits outside. That had yet to process entirely in Twilight's mind.

"Well could it be bleeding?" She turned to Mark before Dash could respond, "Do you see blood?" He did a quick check.

"No, she--"

"Alright, good, now is there anything else wrong?"

"No, Twilight, I'm fine! Well, as good as I can be right now, anyway." Twilight breathed a sigh of relief.

"Okay, good." She turned to Clem, who stood right next to Dash, "How about you, Clementine? Are you hurt?" The girl shook her head.

"No."

"Are you sure?"

"Yes, I am. Thank you." Dash was both surprised and relieved to see Twilight worrying about someone other than her and AJ again. Clem had looked over the Unicorn during her interrogation with Dash, "Are you okay? You look tired..."

"She's right, Twilight," Mark added, "you look about ready to pass out."

"I'm fine, I've just been... working on the Machine since early this morning. Once it's done and we're home I just need to rest..." Dash could tell that wasn't it. Twilight looked tired when she and AJ went to see her earlier, but now she looked exhausted. She was breathing deeply when she wasn't talking, and her eyes looked ready to give up on her, "Once it's safe I'm getting right back to work."

"Hey, so is Kenny alright?" Dash asked, "We saw him get hit."

"He seemed to be. I mean, he was able to get up and move afterwards." Twilight thought about it for a moment, "I'm fairly certain Katjaa will have to check him once this is over." Mark looked outside for a brief second, watching Lilly have to retreat behind her bedroom wall as a barrage of bullets shattered the window near her.

“Things are looking pretty bad out there,” He admitted, taking another look outside, “I don’t know if-- SHIT!!” He quickly backed away from the door as another barrage of bullets soared through the opening to their room. He pulled Twilight back as she was also close to the doorway.

“Get back!” Dash had ordered as the attack on their small, momentary sanctuary occurred. Twilight noticed that Dash, without thought but on pure instinct, had pulled Clementine away and was standing in front of the girl. The pegasus looked like a barrier ready to shield the girl from any harm. The unicorn should have felt something good by glaring upon this sight, but the image didn’t set right with her now. She didn’t like that Dash was this ready to defend anyone in this world with her life. And when Twilight realized how she felt about it, that she wished Dash wouldn’t risk herself to defend a little girl, she felt ashamed, if only for a moment. Clementine spoke up after the barrage ended.

“What should we do?”

“We need to get out of this room!” Dash declared, and Mark agreed.

“She’s right, if those guys get inside the gate and we’re stuck in this room we’re fucked.”

“Swear.”

“Sorry.” Dash looked outside, staying a small distance away from the doorway just in case, and quickly thought up a great idea.

“Hey, Twilight, think you can get us behind the RV?” She instantly knew how her friends expected the mare to get them there.

“I… don’t think I can do that right now…”

“I know you’re tired, Twilight, but we shouldn’t stay in this room any longer. We need to be over where Lee and the others are.”

“It’s not that, Rainbow Dash, I just… can’t teleport us there right now.” Dash glared at her when those words processed.

“... Why?” Before the unicorn could answer, or think of an excuse, a fresh set of gunshots went off nearby. After that the four of them looked outside as Carley, who was behind the cover of the RV’s back end, called over to them.

“Hey, are you guys alright?” She was holding what Mark and Dash recognized as Ben’s gun at the moment.

“We’re fine for now.” Mark answered.

“How are you, Carls?” Dash asked, using the nickname she’d made up for Carley a long time ago.

“Never been better.” She glanced beyond the wall briefly before turning back to them, “You three need to get over here. Kenny wants everyone at the RV right now.” Making sure she had their attention, Carley continued, “I’m going to cover you so that you can all get over here. When I start shooting,” She explained, “Run.” Twilight didn’t like the idea of them running out there, but she trusted Carley enough to not complain outright. Dash walked up next to her.

“When this is over,” She whispered, “You’d better tell me what’s wrong.” The mare nodded in understanding. Carley went from behind and fired a shot.

“Now!” Without wasting time Twilight, Clementine, Rainbow Dash, and Mark bolted out of the room they’d been hiding in and ran. It was only a short distance but right now it felt like a mile. Carley did as she’d said and shot off enough rounds to keep the bandits from trying anything. Despite this a few brave bandits attempted to stop them, and Mark nearly dropped to the ground as an arrow soared by just ahead of him. The four of them kept their heads down and within a few seconds they’d made it behind the relative safety of Kenny’s camper.
Mark took a moment to be happy he didn’t get shot. Meanwhile, Dash and Clem ran over to the man who was finally in their reach.

“Lee!” Clem exclaimed cheerfully. The little girl’s guardian wanted to turn and hug the girls, which he knew Dash probably wouldn’t have approved of, but another shot from the sniper brought him back to reality.

“Not now, Clem!” He addressed both of them, “Get inside the RV! I’ll see you inside!” Clem did as she was told and got aboard. Dash was following her when Twilight walked up towards Lee and them.

“Why do we need to get inside? What’s the point?”

“It’s probably for protection,” Dash answered on Lee’s behalf, assuming she knew what was going on, “I’d think it’s probably safer in there than outside.” That made sense to the purple mare, but there was something else she didn’t understand.

“Why are we coming over here anyway? It doesn’t make sense to group up like this if you think about it. It’s just put us all in one place.”
Mark gathered himself again.

“Well, they were gonna pick us off when we were spread out. At least here we can have two people in a good spot covering both sides.” He referred to the spots Lee and Carley were stationed now. Twilight, despite having clear and sounds reasoning now, still didn’t like what they were doing, and she didn’t understand why. Something just didn’t make her feel one hundred percent confident. As she was deducing the possible causes of this someone called out from within the RV.

Ben, who was looking out the window near where he was, had been watching the bandits outside. He couldn’t be completely sure, but now that he could see them clearly he thought he recognized some of those people from the night his camp was invaded. Obviously he’d never seen any of their faces, and most of that night was a blurred and rushed memory for him, but it’s a bit easier to recognize someone when they’re wearing the exact same clothes and mask they were a while back. Anyway, while he was watching the bandits he noticed something else in the trees. Some of the invaders, upon seeing these figures too, focused their fire on them instead. From the sides of the road out of his line of vision, he saw more of these limping human-like beings going either for the treeline or the Motor Inn.

“Shit! Walkers!!” Ben called out, moving away from said window. Everyone heard the warning, and not long after two walkers appeared outside the gate on Lee’s side. A few brave bandits had managed to push those dumpsters open, though they didn’t get far in after that, so the corpses were able to walk/limp right on in. Lee stood up and took them both out in two careful shots. Before he went back behind cover Lee heard a distant cry come out from the treeline. A man with a bleeding shoulder ran out of the forest as a walker pursued him. Due to what Lee had been able to see of the man briefly before, and because this guy came out of the woods where the marksman had been giving him trouble, Lee knew that this was the sniper that had them pinned down. As the man shot his attacker, Lee aimed his rifle and shot him before he could move. With the greatest threat on their side eliminated, Lee motioned for the small group nearby to run over.

“Katjaa, AJ, now’s your chance! Get over here!” Applejack and Kenny’s family did as they were instructed, and they ran to where safety awaited them. Katjaa wanted Duck to get inside right then, but Applejack had been stopped by her friends, and Duck stopped when his friend did. Twilight and Rainbow Dash hugged their now safe friend.

“Oh thank Celestia you’re safe, Applejack!” Twilight said, overjoyed that her two friends were out of the line of fire. Dash looked over her fellow earthbound friend, The orange mare wasn’t crying now, but she had drying tear trails down her face.

“AJ, are you alright?” She didn’t answer. Twilight hugged the mare a little tighter and said what she thought would comfort her.

“Don’t worry, Applejack. Once this is over I’ll get right back to working. We’ll be home in time for you to…” She trailed off as her friend released herself from the embrace. The earth pony shielded her eyes from those of her friends with the brim of her hat.

“... There ain’t… gonna be time fer that, Twilight.”

“Wha- why not?” Twilight and Dash, along with Mark who was still outside, looked at the mare questioningly. Lee sighed as he decided he’d tell the truth.

“We’re leaving, girls;” He addressed the ponies, “the Travelier’s lost, and we’re leaving in the RV.”

“WHAT?!” Twilight and Dash exclaimed at the same time. Dash stayed put to question anyone outside who would answer, while Twilight ran aboard the RV. Kenny looked back when he heard the ruckus and saw Twilight now on board staring straight at him.

“Twilight, glad you made it here safe.” He turned back towards the dashboard as he continued to work on starting that giant rent-a-turd. Stache Man knew what Twilight was here about, and he was going to prolong it for the short time that he could.

“Why are we leaving?! After all this time I spent working on that machine, we’re just going to go!?!”

Kenny sighed, “Listen, Twi, I’m gonna tell you what I told AJ: we-- HEY!” He made a swipe for the keys as the mare pulled them away with her magic. She would have ran outside had Kenny not grabbed hold of them and dug into a spot where Twilight had trouble forcing them away. She wouldn’t have this much trouble usually if she hadn’t already exhausted herself from teleporting.

“Let go, Kenny.”

“Are you outta yer fuckin’ mind?! You’re gonna get us killed!”

“Leaving that Machine behind,” She responded, “Will get ALL of us killed!” Clementine and Ben, who were the only other people inside, watched the struggle; unsure of what to do. Kenny didn’t budge.

“Staying here is just us waiting to get murdered! Do you know what those sick fucks might do?! Assuming they don’t just kill all of us!”
Twilight turned to look out the window to see plenty of guns going off in the woods, but nothing going towards the Motor Inn.

“The walkers are attacking them: we have the advantage!” Ken looked outside as well, and saw two of the bandits run past a few walkers on the road to head straight for the wall.

“Those things are gonna make them desperate, and that just fucks us quicker! Look at how many gunshots are going off! There’s still dozens of ‘em out there!”

“We can hold them off!”

“Like hell we can!”

“Let go of the keys!!”

“Not even if you asked nicely!”

“I WILL NOT LET YOU--” glass shattered somewhere nearby and she halted her incoming threat immediately. Kenny glanced up at her and saw a look of pure horror and disbelief on her face. He stood up enough to turn around and see what she was staring at. The roof over the right wing of the motel was set ablaze, and the fire was consuming the dry wood fast. Twilight's room was at the end of that wing.
Everyone outside watched the building catch fire with open jaws. Lee was drawn away as he heard gunshots near the gate. Two bandits were outside the wall, and one of them was holding a makeshift molotov cocktail. Drew wasted another three shots taking down another one as his companion tried lighting another cloth with his shitty lighter. More of those things were coming towards them.

"Hurry up, Gary!!"

"I'm tryin'!" Lee aimed his rifle at the man with the fire in a bottle as he sparked it with flame. The man brought back his arm to throw it, this time towards the RV, but Lee shot the bandit between the eyes before he could toss it. The firebomb fell from his hands, and both the man who was shooting and the one who had fallen were consumed by burning liquid. The living bandit began screaming as his back and sides began scortching; dropping his gun, he ran away from sight. Lee had to take a minute to process what he'd just done.

From the driver side window, Kenny watched the scene before him play out as the dominoes fell. The burning man, who was screaming in a way that could give a person nightmares, ran right into a walker in an effort to get away from the flames. Not caring that its meal was burnt, and still burning, the creature grabbed hold of the fleeing man and dragged him to the ground. It commenced eating his face as the fire spread from the guy to the walker. Kenny heard metal drop to the floor, and turned to find the keys lying on the ground, released from Twilight's grasp, as the mare ran with considerable speed back outside.

Everyone behind the cover of the RV was shellshoked by the dying scream, which only a few of them knew what the source of it was, until Twilight's hoofsteps brought their focus back. She ran past all of them and darted straight for her room.

"Twilight, wait!"

"Get back here!" Applejack and Rainbow Dash both gave chase after their friend. Duck, still outside, ran after his friend. Katjaa gave chase after him.

"Duck, no, sweetie!" Mark, who now found himself almost going after them, stopped as a rifle was shoved into his arms.

"Cover the gate!" Lee ran after them in his stead. Twilight entered her room and ran straight for her machine. Grabbing a tool from the line, she picked up where she'd left off on the Machine with renewed speed and adrenaline in a last ditch effort to finish it. Her friends were close behind, and both tried to pry her away.

"Twi, don't! There isn't time!"

"We have to get out of here!" Neither of them wanted to leave the machine either, but it was past the point where they didn't have a choice. Their immediate safety took precidant.

"NO!" Twilight resisted, "WE'RE SO CLOSE! I CAN DO THIS!" None of them heard it over their yelling. They didn't hear the moans which were followed by low, hungry growls. They didn't hear the shuffling on the wood floor as it dragged its loosened foot with it. They didn't see the walker just feet behind them as it closed the distance. The dead were just that: reanimated corpses. They only had the most basic abilities. The most basic thoughts and needs. Hunger. Noise. That's why it was drawn to the man in the bright shirt after it made loud noise. That's why it followed it inside through the opening it had used. That's why it focused its attention on the creatures with their bright colors before it and went for them. A human entered the room and grabbed the creatures attention as well, and with its small will of thought the monster focused only on him now. Then the larger human entered the room, looking at the smaller one, and ran right into it.

Katjaa was too focused on her son. She didn't expect it to be there. The walker was in the last place she thought it would ever be. And she ran into it before she knew it was there. Her scream alerted the others in the room as she pushed it away, and they were now aware of the walker as well. It was knocked back by Katjaa's defensive move, with its broken foot helping through it off balance, but it sprung back quickly and lunged at her. Grabbing at her arm and her shirt; it barred its teeth and went for her neck. Applejack had reacted first and bucked the thing in its legs already weakened leg. The force knocked it down, but the creature landed on top of AJ and knocked her to the floor as well. Without being stunned, it prepared to rip into her when Rainbow Dash tackled the walker as the two rolled onto the ground. The walker regained itself quickly and climbed on top of the mare as her back was to the floor. Using all four of her legs Dash kept the walker out of her reach.

Their struggle lasted only a second before Twilight, levitating a wrench with her magic, swung the tool into the side of its head with the force of a car. It was knocked off of Rainbow who quickly backed away from the beast. Not wasting any time, Twilight struck the walker in the head repeatedly with anger. It stopped moving after the second strike, but she didn't stop. With lightning speed she brought the tool down as it became covered in blackened blood. The other occupants of the room decided to look away, aside from Duck whom Katjaa shielded the vision of, herself.

Lee, having stopped when a few bandits still in the woods took shots at him, reached the open doorway and soaked in the sight he saw: Katjaa had her hands over ducks eyes; Applejack and Rainbow Dash were silently making sure the other was okay before checking on Katjaa; a walker just a few feet away from them had its head turned into mush from a floating wrench which was slowing down its pace; and Twilight had a face of pure hatred which was also dying down as she levitated said wrench. The unicorn started taking deep breaths and finally released the wrench onto the floor.

Deciding to not question anything else, Lee simply asked, "Hey, are you all good? Was anyone bitten?" They all shook their heads or said 'no'. Katjaa, now letting go of Duck, put a hand on her shoulder where the walker had pulled at her shirt, "Katjaa, are you alright?"
She nodded after a second of pause.

"Yes, Lee, it just caught me by surprise..." She smiled weakly at the ponies, "AJ and her friends saved me." Duck, starting to smell something, looked at the ceiling.

"... Mom?" The room's other occupents followed his gaze to find smoke consuming the air high above them. Wasting no time Lee spoke to everyone.

"Alright, let's get back to RV. C'mon." Twilight spoke up as she began to protest, but was silenced when a bullet struck her doorframe causing Lee to back into the room with them. He turned towards everyone else as they'd moved forward a bit to follow him, "Stay back!"
Lee took cover by the door and looked outside. Mark was behind the cover of the RV where he'd been, but he wasn't moving at all. He was just sitting with has back against large vehicle. Looking out towards the wall, Lee found the body of a walker he didn't take down lying within the wall. So Mark had been watching the gate, but now he was frozen in place where he was. Lee then saw a bandit in a red flannel poke his head around the corner in the small nook between the fence and the wall where they'd seen the marking. He was inside, and he was taking shots at Lee's position with a powerful handgun. The ex-teacher pulled out his gun and tried firing back, but the bandit fired at him again and forced him back in. Lee looked to his friend across the way.

"Mark, hey, we need you to take that guy out! He's got us cornered!" Mark acknowledged Lee's request and grabbed a hold of his rifle. He poked out of cover and aimed at the bandit, who was waiting on Lee to come back out, but as he had his hand on the trigger he couldn't make himself pull it. Now matter what he tried to think to convince himself to do it, Mark couldn't kill him. The bandit finally took notice of him and began shooting in his direction, forcing him back behind cover. Acting quickly, Lee took this opportunity to rush out and shoot the bandit himself. Hitting him in the chest, Lee watched the bandit drop his gun and fall to the ground. He looked back in the room, "Alright, let's go!"

Katjaa and Duck were the first ones out of the room as they followed Lee back to the RV. AJ and Rainbow Dash were behind them, and the two of them assumed Twilight was following as well, but halfway across they were stopped as something tugged at their tails.
They turned to find Twilight's magic release from their tails as the mare stopped a foot away from them.

"What are you girls doing? We can't leave yet!" Dash couldn't believe how blind Twilight was to what's going on.

"We have to go now, Twi! There isn't a choice!"

"Yes there is! We just have to put out the fire!" She thought about it quickly, "Um... alright, AJ! Help me find some water to put out the fire!"

"What water? We don't have much water left!"

"Well we'll just use what's left!" She declared, "Dash, once we have the water I'll need you to fly up there and help me stop the flames!"

"Um... Twilight..." Dash flapped her one good wing to remind her friend the main reason of why she couldn't do that. Twilight was getting desperate.

Kenny met Lee and his family as they reached the RV; they let Katjaa and Duck get in first. As Lee let Kenny follow them in he looked down at Mark, who was now getting to his feet. He was ready to ask him what had happened, but when he saw how devastated the man already looked Lee just let it go for now. Mark straightened his glasses, and neither of them said a word on the subject. He and Lee both turned as Twilight shouted something almost incoherent. Neither of them felt safe about the ponies being out in the open like this. Lee called to them, though they couldn't hear him over their increasing argument.

"Hey, what are you girls doing? Get over here!" Twilight looked up at him to retort, but she didn't get the chance to speak. Her mouth opened, but no words came out. Instead a gun went off, loud and close by, to tear through the noise and bring a single second of nightmarish silence. Twilight didn't know what had happened. The world was spinning? No. She was falling. Something strong and forceful was knocking her down. Her chest hurt. She'd never felt pain like this before. Something couldn't have pushed her: there was nothing nearby except for her friends. They looked on as shock and terror filled their expressions. What hit her? She hit the ground. Twilight's vision went dark. Her eyes closed from the pain. The pain left her and she felt nothing. Everything went dark. Was she dying? How? She heard her friends cry out above the fading, distant gunshots. Then she heard nothing.

It all happened so fast none of them knew what had happened until she hit the ground. Twilight had been shot. Her friends went forward in the chaos and tried to wake her, to no avail. Lee turned towards the source of the gunshot. It was the bandit with the red flannel. The bandit Lee had thought he'd killed. He was laying there, propping himself up against the fence with one hand holding up his gun while the other was held tightly against his wound. The man was more than likely dying, but he had enough in him to go out shooting. Lee wasn't going to risk him getting another shot off. He raised his Glock and shot the man again. The bandit dropped his gun as another bullet hit him, but this time ripping through his throat. He laid there, drowning in his own blood.

Mark had reacted in his own way and ran over to the ponies, which Lee did as well once he was certain the man wasn't getting up again. Rainbow Dash and Applejack were in shock. They couldn't think. Neither of them knew what to do or how they could even begin to help Twilight. They didn't even know if she was still alive. Once Lee got down on his knees besides them he turned to Applejack, who couldn't speak, then to Dash, who was trying to.

"Wh-what just ha- what happened... Twiligh..." A small noise escaped the calm, motionless mare's lips. It was a weak, tiny grasp for air. She was slowly filling her lungs with fresh air.

"Jesus Christ!" Mark exclaimed, "She's still breathing!" Acting quickly, Lee moved to the opposite end of the wounded mare got ready to lift her.

"Mark, help me carry her to the RV!" The man did as he was told, "Girls," Lee turned towards the ponies as he got ready, "Go in ahead of us and get Katjaa! Tell her Twilight's been shot and she needs help now!" The ponies ran ahead without question. Mark got a good hold on the front half of the still pony. Lee prepared himslef, "Ready?" His friend nodded, "LIFT!" The two of them pulled her into the air, and as quickly as they could carried her towards their escpae vehicle. Carley had watched this unfold, and, with Lilly still in her room covering the left gate, the slightly smaller woman went to the opposite end of the RV to cover their retreat just in case. Most of the bandits seemed to be preoccupied, however; at least for the moment.

Katjaa was tending to Ben since her husband insisted he would be fine for now. There was a ruckus as both AJ and Dash raced into the RV as quickly as they could. Applejack was first in as the older woman turned towards them.

"Katjaa, get ready: we need yer help!"

"What--"

"Twilight's been shot!" Dash interrupted as she followed the cowpony.

"We thought she was dead!" AJ explained further. Clem looked at her friend in worry.

"Oh no..."

"What?!" Ben exclaimed, peering around Katjaa. Kenny looked back from the front, where he was still trying to start up that worthless pile of scrap, when he heard what had happened. Lee and Mark arrived soon after, carrying Twilight's still form in with them.

"Oh shit!" Ken nearly spit when he saw her, "How the hell did that happen?!" He didn't wait for a response. While Twilight was moved to the back table, where Katjaa along with Dash and AJ immediately ran to her side, he grabbed the keys yet again as they sat in the ignition, "Oh c'mon you worthless junk pile!" Three of them were already shot: they needed to leave now! He tried again, "Just give me a damn break! PLEASE!" He nearly had a breakdown when there was a roar from the engine. Maintaining no composure, Mr. Florida nearly punched out his driver side window in glee as the roar stayed low and consistent, "YES! FUCKIN' YES! FINALLY!" Mark walked past the others and looked at the excited older man.

"It started?!"

"You bet yer ass it did!" He got up and looked back at him, "Head back out and tell anyone still outside to get their asses in here! We're gettin' the fuck out, right now!"

"On it!" He ran out the door and looked at the only two people still outside, "Carley, Lilly, get inside the RV! It's time to go!" Carley took out another walker which tried to get inside before obliging his request. She stopped in the doorway as she turned back to find Lilly not budging. The woman was still in her room, in the exact same spot she'd been the entire attack, shooting at any bandit or walker she saw through her bedroom door. Carley didn't step back down to the cement as she called out.

"Lilly, get over here! We're leaving!"

Mark joined her, "Come on, Lilly, we need to hurry! Kenny won't wait much longer!" Lilly looked out at them, then past them where she saw sections of the right wing of the motel begin to collapse from the roaring flames. This entire building was nothing but dry wood, and the entire place would soon be in flames. She shook her head.

"Shit." Lilly ran towards her bed, grabbing the supplies the scavenging group had retrieved from Macon earlier since they were so close. She quickly shoved the items she'd taken out of the blue backpack previously back in before zipping it back up and slipping the backpack on. She grabbed the unopened saddlebag in one hand while holding firmly onto her rifle with the other. After quickly scanning the room to ensure she wasn't missing anything else important, Lilly ran out the door and into the open. They were happy to see Lilly running towards the RV. This happiness was short lived as Lilly fell to the ground shortly after exiting her room. An arrow now pierced the calf of her left leg. She yelled as the pain surged through her entire limb. Carley turned towards the source of the bolt while Mark went to help her.

Linda stood inside Twilights room after they'd found an open window. Jake and another of their men followed her inside while two more guys waited outside. She'd just shot one of the asshole trying to make a run for it, but only hit the girl in the leg. Now that bitch in the purple jacket spotted them! Linda quickly tried to reload.

"Jake, shoot that bitch!" Both of her companions walked forward and raised their guns. They tried to shoot her, but Carley was faster. She pulled up Ben's gun quicker than they could act and fired off three shots. She hit the woman with the crossbow and one of the men between the eyes, but the third she was off and the bullet grazed his face. He almost dropped his gun before backing away from the doorway. Carley kept an eye on Twilights room in case he came back or if there was any more of them inside wanting to try something.

Mark reached where Lilly went down and dropped down to help her up. He grabbed the saddlebag from her and wrapped her now free arm around his shoulder to help he walk. As he did this another small batch of bandits reached the wall, and one of them was aiming their weapon right at his head. The bandit put his finger on the trigger as he lined up his shot, and with the accuracy of a stormtrooper, missed by a country mile.

Mark helped Lilly get safely aboard the RV and set her down on the opposite end of the bench from Ben. Once they were in Carley went for the door. Jake wasn't ready to let them all leave, and despite his injury poked his head out and aimed his pistol at her. There was a loud creak before he could shoot, and as the bandit leader looked up he saw a weakened roof rushing down towards him. He screamed as the scorching wood and debris buried him while the rest of the building which was still standing began to collapse.

After Carley was inside, slamming the door shut behind her, Mark did a quick headcount of everybody inside. Once he was sure everyone was there, he turned to Kenny who was still in the driver's seat.

"We're all in, Kenny!" Without hesitation, and before anyone could say anything else, Kenny slammed his foot on the gas. After a moment of the tires attempting to gain friction, the RV was rolling forward at increasing speed. Kenny kept the gas down as he turned the now mobile rust-bucket left. It slammed into the makeshift wall they spent so long building and improving, and wood went flying forward as it met a force of large metal. Bandits jumped out of the way and walkers were blown aside as the tank of a van rushed forward. The RV soon was flying down the road, and the Travelier, the only shelter the group had known so far, faded away in the approaching night as it shrunk into a burning spot in the distance.

------------------------------------------------------------------------

Rarity led Spike and Fluttershy through the now empty streets of Ponyville as night descended across Equestria. Spike, knowing he'd missed something the first time, was now focused on Rarity in case something important was spoken again. He kept his focus on her, and this time he would make sure that- and he was lost in daydreams. Again.

Fluttershy followed her friends, trying to figure out what this was about. She hoped it would be something involving their lost friends, seeing as that was the bulk of her thoughts lately. And, if that was what they were meeting about, she hoped it would be good news.
It wasn't long after the sun was completely gone from the sky that they reached Sugarcube Corner. Mr. Cake was outside, cleaning up a mess of cake and frosting on the front steps. Once they got in close, Rarity used her magic to pick up what remained of the ruined dessert. The baker nearly jumped in surprise.

"Oh, Ms. Rarity, you startled me."

"You're not used to magic?" Spike asked, before realizing how stupid of a question it was.

"I just wasn't expecting it." He explained. With the bulk of the mess up, Fluttershy and Spike both grabbed a wet rag from the pile Cake had brought with him to help clean up what was left. Mr. Cake brought a bucket over for them to throw it all into, "You'd think that having a baby unicorn around I'd be used to things randomly floating right in front of me right now..." He rambled as his new helpers quickly cleaned up the mess. Smiling, he thanked his visitors as they all finished, "Thanks for your help; this would have taken forever otherwise."

"What happened?" Fluttershy asked as she dropped her cloth over the side of the bucket.

"Pinkie Pie was trying to carry this cake outside so she could deliver it, but..." He waved his hoof over the spot they'd just cleaned up, "She dropped it."

Spike threw his rag into the bucket,"Who was it for?"

Mr. Cake didn't answer right away, "It was going to be a surprise for Princess Celestia for all the time she's spent trying to find your friends. She was going to help deliver it to Canterlot herself." He glanced up towards the second floor above them, "Poor girl, she'd spent all evening making it perfect..." The three friends looked at each other in worry and sadness, "... I'm just glad it wasn't a birthday cake: do you have any idea how many candles that would have taken?"

"... Over a thousand?"

"WAY over a thousand."

Rarity stepped forward, "Look, Mr. Cake, would you mind getting Pinkie Pie for us right now?"

"Sorry, but I don't think she's in much of a mood to speak with anypony right now." He took the bucket inside and dropped it next to the doorway before turning back to them, "What do you need to see her for?"

"It's a personal matter between friends," She explained, "and it is very important." He thought about it for a moment.

"Alright, I'll see if she's willing to come down. Wait outside, please; Mrs. Cake and the twins are asleep right now, and I don't want somepony thinking were open." The three of them watch as he left, leaving them alone on the large steps.

"Why couldn't you tell Mr. Cake?" Fluttershy asked, "What is this about?"

"Like I told him, Fluttershy, it is a private matter between just the three of us and Pinkie." She informed her, "And once she is out here I'll explain what we're going here." Spike looked down to find frosting sticking to one of his claws, and licked it off without second thought.

"When was the last time any of us spoke to Pinkie? How's she been?" He pondered.

"I spoke to her last week," Fluttershy confessed, "but she didn't say much. Also she looked... off..."

"What do you mean, darling?"

"I mean she wasn't her usual happy self. Pinkie just looked sad, and afterwards Mrs. Cake told me I was the first pony she'd spoken to all day."

"Dang." Spike shook his head in disbelief, "What about you two? How've you been lately?"

"I've been so worried these past few weeks." Fluttershy answered honestly, "I almost didn't eat anything yesterday because I was so wrapped up in my own thoughts." Her friends looked at her with supportive smiles when she looked back up at them, and after a second a forcing it she smiled back, "How about you, Rarity?"

"Well," Rarity thought back for a moment, "I've been trying my best to keep my life going as normally as I can. My work keeps me busy, and Sweetie Belle has been going out of her way to make sure I'm doing well each and every day." The smile she'd grown went away as she continued, "I asked her a while back how Applebloom and Scootaloo were doing, and she just went so quiet." Rarity tried her best to keep from getting emotional. "She told me Applebloom broken down in tears at school when that Diamond Tiara asked how Applejack was doing lately, and when Scootaloo defended her that evil little filly wondered aloud if Rainbow Dash hadn't just abandoned her 'number one fan'." The fashion pony wiped away a tear that had formed.

"That's just--" Fluttershy attempted to respond to that, "That..." Spike ran a claw over the scales on his head.

"Wow." They stood there in silence for a moment until they heard incoming hoofsteps from inside. Rarity quickly regained herself and looked at her friends comfortingly.

"Don't worry: soon everything will be back to normal." They tried to decipher what she meant, as they were still ignorant to her plan, when the door to Sugarcube Corner opened. In the doorway stood Pinkie Pie starring back at all of them. Fluttershy was right: she looked off. The usually happy and sugar-high party pony gave off the most depressing look it could a foal cry just from looking at her. Her hair was straight and going down in place of her usual poofy, cotton candy like hairstyle. Her smile was completely absent, and her eyes were all but lifeless. They were expecting her to look different, but this took Rarity and Spike by surprise.

Fluttershy was internally grateful that she didn't look worse than she did before as that had been the reoccurring theme these past months every time she saw the slightly younger mare. Upon seeing Fluttershy, Rarity, AND Spike at the same time, she smiled. But this wasn't a Pinkie Pie smile; it was barely even a happy smile.

"Hi girls. Hi Spike." Instead of an energetic greeting, it was calm. That probably scared them the most. Rarity was still reeling when she knew she should be speaking. This was the first time she'd actually SEEN Pinkie in a while. The last time they spoke was a few weeks ago, and that was through a closed door.

"Um, hello there, Pinkie Pie. H-how are you this evening?"

"What happened to you?!" Spike asked, rudely, resulting in a levitating watering can to strike him in the head harshly enough to get the point across. Pinkie tried to laugh it off, though her giggles were so silent a dog wouldn't be able to hear them.

"I guess I do look a little bad, don't I?" Spike went to reply, but Rarity moved a broom with her magic to where the dragon could see it clearly. He didn't say a word. Pinkie continued, "So what are you all doing here?"

"Well, darling," Rarity began as she lowered the broom slowly, "I wanted to speak to all of you in private."

"About what?" Pinkie grew excited as she began assuming, "Is this about, y'know, our friends? Has Celestia found anything?"
Rarity went to respond until Spike drew her aside.

"Isn't the Princess, y'know," he began, "Kinda keeping what she's doing a secret?"

"Keeping what a secret?" Fluttershy asked the dragon who'd spoken louder than he realized. She began growing worried again, "Is it really about our friends? Did she find anything? Are they alright?" Fluttershy's growing excitement spread to Pinkie, who grew even more antsy.

"Actually yes, girls: this is about our missing friends." Rarity confirmed their suspicions whilst simultaneously hitting a certain fire-breathing child over the head with the thin end of a broomstick, "And I have some good news to tell you."

"Has Celestia found them?" Pinkie asked, the life in her eyes coming back at the thought.

"No, dear," Rarity told her honestly, nearly devastating the mare, "but as we speak she's in Twilight's basement working on that Machine they used when they went missing. And soon enough we shall find our friends!" Fluttershy and Spike ducked as Pinkie Pie tackled Rarity with the speed of a Wonderbolt. In the split second this happened the pink pony's hair inflated, her eyes grew with life, and she looked alive again. By the time she was on top of Rarity, pinning the fashionista to the ground, Pinkie had the biggest Pinkie Pie smile they'd seen in a long time. While her momentary captive was regaining consciousness, the party pony squealed in ecstasy.

"REALLY?? SHE HAS??" Now watching every word he spoke, Spike answered for the lovely mare lying nearby.

"Yep; Celestia's been over there for a few weeks now working on it. She making it to where it'll take her exactly where it took them." Fluttershy was confused.

"How has she been over there all this time without us knowing? Shouldn't she have told us by now?" Pinkie, getting off of Rarity so she could stand up, turned towards her timid friend.

"You didn't know either? I was assuming that all of you knew and I was the only one who didn't because I've been so cut off lately." Rarity fixed her mane with a brush, where said brush came from is anyone's guess, as she stood up to speak.

"Celestia didn't want any of us to know because she didn't want us to accompany her when she goes. The only reason I found out is thanks to Spikey Wikey over here." The baby dragon blushed upon hearing the nickname.

"Why doesn't Celestia want us to know?" Pinkie gasped, "Is there a secret?! Does she know something she doesn't want US to know? Did--" She gasped again, louder this time, "Is SHE the reason they went missing?! Is the Princess hiding a dark secret?! What is she's evil?! What if she's actually Queen Chrysalis in disguise?!" yet again, she gasped, "Did Chrysalis switched places with Celestia during the Royal Wedding!?! Is our Princess really a changeling!?! HOW--" A white hoof over her mouth stopped Pinkie in her tracks.

"It's good to have you back, Pinkie Pie." Rarity stated with a smirk before placing her hoof back down. She addressed everypony there, "I won't lie to you girls: the real reason the Princess doesn't want us coming with her is because it'll be dangerous. She fears for our safety and therefore didn't even tell us of her plan."

"That's right." Spike added to her point, "Only Shining Armor's going with her. Not even Princess Luna is following her."

Rarity nodded, "Yes, and despite my protest she plans on leaving with only one pony to help look for our friends."

"With good reason, you know: the Princess doesn't want anypony else in harm's way. She worried enough about Twilight and the others as it is."

"That may be so, Spike, but Celestia isn't the only one who cares about them. I simply refuse to stay here while they're still out there, somewhere. Even if it's against the Princess' wishes we need to help find them. It will be dangerous, but I'm willing to risk it. I know they'd do the same for us." She spoke the next sentence while her confidence was at its highest, "After all that the seven of us have been through together any trouble we run across shall just be another obstacle in our way."

"You're right," Fluttershy agreed, with a level of assertive nature one did not simply see in Fluttershy every day, "We need to help Celestia find them."

Pinkie thought about it, "Okaaaaay... but I'm not sure if it's a good idea to follow Chrysalis where she's supposedly looking for them."

"Pinkie, the Princess isn't a changeling." Spike told her plainly. This resulted in the mare appearing right in front of him.

"That's what she WANTS you to think!" Pinkie stood there, starring into Spike's soul with the weight of a thousand suns to crush his psyche. Or at least that's what she thought her stare's effect had. Nonetheless it still freaked the dragon out. When he realized that they were all serious about wanting to go, as Pinkie slowly backed away from her poor victim, Spike regained himself and turned to Rarity.

"So what's the plan? I doubt the Princess will change her mind by tomorrow."

"Why, huh?!" Pinkie got in his face again, "Is it because she--"

"Um, Pinkie, I think you're scaring him..." Fluttershy grabbed her attention. The two mares looked back to find him paralyzed from her mental assault. Rarity thought about it. Normally the Princess might have been convinced to let them join her search, but considering the circumstances and the way she'd been lately. They couldn't risk going there tomorrow and asking because then she'd know they're serious about going. Celestia might teleport them to the other side of Ponyville or have Luna keep them back while she leaves. Rarity could always try teleporting them herself, but she doubted she was strong enough to even teleport herself and on top of that she'd have no idea if the Machine would need to be adjusted again first or if she'd have to cast the spell a certain way. Not to mention the mare had a feeling Celestia was going to ensure that nopony got near that machine after she used it. Then, she came to a conclusion.

"I've got an idea! All three of you meet me outside the library tomorrow. Be there first thing tomorrow morning! As soon as the sun has risen in the sky!" She made perfectly clear, "I'd recommend that you find someone to watch over your house for you, Fluttershy: who knows how long we'll be gone."

"Thank you, Rarity." Fluttershy expressed her gratitude for both the advice and, more importantly, the chance to help find Dash and the others, "I'll see you girls tomorrow, then. I'll need to say goodbye to Angel and all of my other precious animals before I leave." The rest of them said there goodbyes as Fluttershy began to head home. From behind the barrels of a nearby stall, a small set of hooves quickly scurried into a nearby alley as the yellow pegasus went by. When she was gone they then went off into a different direction as the eavesdropper fled into the night.

------------------------------------------------------------------------

Nobody said much after they were clear of the bandits. Clear of the sight that is there burning refuge in the distance. Rainbow Dash and Clementine were sitting across from Applejack and Duck at the back table as Katjaa was working on Twilight close to them. Lee stood nearby watching them with no idea what was going to happen next. Ben was sitting next to Carley, with the former holding onto his now darkened cloth over his wound as the latter was now lost in her head. He would look at her from time to time, thinking about the things she'd said. Lilly sat there trying to keep calm as Mark did what he could to keep her comfortable until Katjaa could help her out. On the Vet's instruction Mark had used a knife Lilly gave him to cut off the tip of the arrow before pulling the rest of the thing out. He now held a rag around her leg where the arrow had gone through.

Kenny sat by himself up front as he kept them going down the road. He wasn't going to stop anytime soon. After some time Katjaa took a deep breath and stepped away from Twilight. This gained the attention of a lot of people.

"How is she?" Mark asked from where he knelt down across the RV.

"Is she going to be okay?" Dash nearly jumped up as she spoke. When nobody else spoke, Katjaa took another breath as she began.

"Twilight is alive, but it was... too close." She put a hand on the mare's chest, being careful not to accidentally touch the wound, "The bullet hit her rib cage, and it's a miracle it didn't reach her heart. A pony's skeletal structure is stronger than a human's. We'll just have to assume that's the only reason she's still able to breath. It did leave its mark, however." She said sadly before explaining further, "Her rib, no doubt, has been affected greatly. We'll have to wait until she's awake before we'll see what long-term or permanent affects it leaves behind."

"How come she's not awake?" Clementine asked, "Everyone else who's been shot is." She looked at Ben, then Lilly, then Kenny as proof.
Lilly answered for her, trying to keep her mind off of the hole in her calf.

"It's because she was shot in a vital area. When the bullet hit her ribs it probably made her entire body go into shock. Katjaa's right: it's a miracle she's not dead." Hearing this didn't help Dash or AJ at all.

"What about the bullet?" Lee looked at the designated doc, "If it's still in there shouldn't we pull it out?"

"You're right, Lee," Katjaa informed them, "but I can't do that right now. Not while this thing is moving down the road." Kenny looked back briefly.

"Well then it'll have to wait until tomorrow, 'cause this thing ain't stoppin' tonight. Can't afford to be stranded in the dark trying to get this fucker rollin' again."

"Wouldn't it start right up again now that it's working?" Ben asked.

"Maybe, but I'd rather not risk it. Not until I can see what's around us."

Katjaa spoke again, "It'll just have to wait for now." With there being nothing else she could do for the mare, Katjaa gave the girls a sympathetic look before moving to where Mark and Lilly were waiting. Lee spoke up, looking down at the ponies as they stared at their friend.

"Are you girls going to be alright?" Applejack merely shook her head slowly to say 'no'. Dash responded.

"Yeah, I'll be fine."

"Are you sure about that?"

"... Yes, Lee, I'm--" She stopped suddenly as Clem, who could see the small tears ruining the pegasi's weak attempt at bravado, embraced her from the side with the biggest hug the child could muster. A moment passed by as Rainbow Dash tried to hold her emotions inside. She couldn't, "I... I..." The tears were rolling down her cheeks now, "... I can't believe Twilight almost d-died..." Applejack began to crack as well upon seeing Dash break down and return the hug she'd been given. Duck, doing what he thought might help, followed Clementine's lead and embraced Applejack. The cowpony smiled, sadly, and returned her hug as well. Lee didn't say another word as the ponies were comforted by the youngest members of the group. Up ahead Katjaa had examined Lilly's leg before looking through the recently scavenged supplies from the drug store for anything that could help. While she looked, Lilly was ready to get her own line of questioning underway.

"What the hell happened back there?" She asked, drawing everyone's attention to at least some degree.

"What the hell did it look like?" Kenny asked, "Those guys came back and they attacked us again."

"Why did they attack us again?" She clarified, "After days of them coming back and attacking us again and again they left us alone for almost a week! Why did they come back now? What provoked them?"

Carley returned to the present, "Who cares? It doesn't matter why they came back. Let's just be glad they didn't kill any of us."

"Listen, Carle-- AAHH! GODDAMMIT!!" In here attempt to assert herself in that moment she'd tried standing up. The moment pressure was placed on her left leg Lilly fell right back down in her seat, holding on to the cushioning below her as the pain ran its course anew.
Katjaa had reacted when this happened and motioned for her to stay seated.

"Don't stand up right now, Lilly." She gently grabbed hold of the younger woman's leg for emphasis, pointing at the wounded area as she spoke, "The arrow passed through without touching the bone or any blood vein, but it tore through the muscle and it did serious damage. It will heal for the most part, but you won't be able to walk on this leg for a long while." She gently lowered the leg back down before grabbing the supplies she'd picked out from the bags. As she prepared to do what she could, Kat decided to tell her patient the truth, "You'll probably have a limp for the rest of your life..." Lilly balled her hand into a fist upon hearing this; striking the cushioning to her right. Carley gave the defeated woman a look of sympathy when she looked her way.

With Mark's assistance where it was needed, Katjaa cleaned both sides of the thin hole with a dab of disinfectant and wrapped the leg in some bandage. Lilly was lucky she'd thought grab these supplies. After Kat was done there she went over to Ben, where she showed Carley how to clean and bandage his wound, and told the former reporter when would be a good time to replace the bandages. Ben's bleeding had already went down completely so it would only need to be switched out once. Afterwards she went up front where she finally addressed Kenny's shoulder. She wanted to get to him first, but Kenny had insisted that she check on Ben 'since the boy seemed to be dyin' earlier'.

After Katjaa pulled his shirt enough to get a look at his wound, Kenny asked, "Are you alright, Kat? I saw something had happened in Twilight's room while I was workin' on this big bastard."

"I am, Ken, honey, don't worry. We just had a close call." Mark, now sitting on the floor once Lilly told him she was good, called to Kenny up front.

"So... where are we heading exactly?" Kenny shrugged in response.

"I don't know... this way, East, I guess. It's as good of a direction as any." With that the RV was consumed once again in silence. They continued down the road into the night. None of them knew what was going to happen next.

Author's Notes:

Hey, everyone, this is KJ.

After editing this chapter, I just wanted to take the time to address all of you, the readers. To start, I want to sincerely apologize for letting any of you down, as I'm sure I have, regarding my personal continuation of the story. It was simply an issue of lacking ideas for changing the flow of the story as well as not having any drive to continue writing. Those are simply excuses, but they are the reasoning behind why I handed the story off.

I'd also like to thank my friend BRBeverage once again, for taking the reigns on this one. He's done an excellent job so far, and I enjoy the differences and ideas he added in going forward with this. I only hope that you all enjoy them as much as I do. I'd also like to apologize to him however, for there not being an easy way to transfer the material he has written to his own profile. I'm sure I've said the same thing far in the past, but I just wanted to clarify, regardless.

I also apologize for the lack of communication, and it appearing that the story had died, as it's my own fault. I simply just am not as involved with the site as much as I used to be, and I know I've disappointed many of you concerning that, as well as those who anticipate the continuation of this story.

All of this was bothering me as I edited this chapter and I really needed to get it off my chest. I hope all of you can look past those shortcomings of mine, and still enjoy what my friend has written. I thank you all for your incredible patience, and I truly am sorry for not sticking to what I start. Hope you guys can forgive me.

-KJ