Ponies Of The Dead.

Everywhere we went they were waiting, Rainbow Dash and I had to find another way. I remember Twilight "showed" me the Canterlot Gardens once, but that was a long time ago. I'm not even sure if we're going the right way. Caramel thought back to when he a Twilight visited Canterlot on Hearts and Hooves day Parade.

"Caramel! Theres more of them ahead." Rainbows voice pierced his thoughts. "Oh, right. Well let's go back the way we came and find another path." Caramel turned and galloped.

I'm sure there's a path around somewhere, I remember tall trees and a large lake- Wait whats that?

"Look over there!" Caramel pointed a hoof over to an abandoned store. "Boats? Why would we need a boat?" She said.

"Not the boats numbskull. The vehicles, We can get there faster." He informed. "Good. Let's go find us a ride!" Rainbow Dash left a multicoloured blur behind her.

***

"Woah, look at this one." Caramel said as he flicked on the light. He stared at the small boat shaped vehicle, it was coloured green and had a large motor fan at the back end."It floats too?" he paced around the puzzling vehicle and saw a chalkboard. "It's Amphibious!" he read on the board.

"Yeah but it has one of those motor things, it's gonna make noise." Rainbow Dash was not one hundred percent comfortable with fighting that many zombies. "You don't have to use your wings and I won't have to walk, we'll cut across the lake right behind Canterlot Gardens, I'd say it'll save us about 40 minuets before Celestias sun sets."

"Fine. Let's go."

***

"Alright, now things are gonna get interesting!" Rainbow shouted over the wind pummeling her face, "Yeah you got that right." Caramel pressed a hoof down on a pedal and the Amphibian sped up. "So this plan of yours? Any more details?"

"I do... But..."

"You do but what?"

"It might get a little too interesting." he said calmly. Rainbow laughed. "Don't worry, I can take anything you give me." her voice, a seductive tone.

"Here we go!"

Pft... And I was going to pick out a scooter, what was I thinking? This is way more fun.

With a great splash the Amphibian landed in the water of the pond, Caramel could see the castle towering over him with waterfall flowing from the very top. "Yeah great control." Rainbow complained. "Well at leas-hawww..." he turned to a soaking wet Rainbow Dash. "What?" she quizzed.

"Nothing it's just that, your mane, your wet." he darted his field of view back to the the front.

Incredibly hot. Nothing was more attractive to Caramel.

"Oh, come on Caramel, don't tell me that your already spent?" Rainbows voice was poisoned with seduction. "What do you mean? I really, no, really I'm good to go." Caramel could not control the volume of his voice as it rose a few octaves.

"Maybe, you should use your bedroom voice." She whispered closely into his ear then fell back into her seat and chuckled softly. "Right." his voiced calmed.

"You have a comb at all do ya?" Rainbow started rummaging through Caramels satchel. "No, not that I know of." Caramel turned around slowly for another glance at Rainbow, "Why?"

"I just, I'm freezing my flanks off." She swung her head around to attempt to air dry her mane, Caramel starred as she did so. "What?" Rainbow asked.

"Nothing, nothing. It's just uh, your mane looks nice." He smiled softly. "You like it?" Rainbow replied and leaned in to Caramel "Yeah It looks good." he said nervously. As the last bit of sunlight began to fade away.

"Haha, just messin' with you." She giggled and sat back in her seat. Seconds passed and Caramel eyes pointed to the lake in front of him again as they lazily floated across in the Amphibian. "Hey, Dash?"

"Yeah?"

"Have you ever, well... Have you ever had a Coltfriend?" he rubbed the back of his neck with a hoof. "Hm?" Rainbow was intrigued, what exactly was Caramel trying to ask her?

"Once... I almost thought he was the one, you know... love." Rainbows voice was calm. To change the subject, Caramel pointed to the other side of the lake they were crossing. "Alright we're there!"

***

"Caramel! There's more of them everywhere." Rainbow held on the seat in front of her as the Amphibian drove down the stone pathway, her rainbow mane flowing in the wind. "We'll see about that after we turn the next corner." He pushed the pedal again with his hoof and turned the wheel. "A park?" Rainbow was more confused now than she had been when she was floating in the water.

"Yeah, why not? You don't like having fun?" Caramel sneered. "Watch out! Fountain twelve o'clock!" Caramel ignored her and continued speeding forward. The Amphibian went airborne and landed in the massive fountain splashing water everywhere, soaking Rainbow once again. "For the love of Celestia! Do you enjoy getting me wet?"

"Shut up and hand me the tape from my satchel." Rainbow handed it to him and after some quick alterations Caramel had managed to invent a contraption to hold down the pedal that powered the Amphibian. "Not bad, using the noise to lure them in. Awesome!"

"That will buy us some time." Rainbow lunged from the Amphibian and struck a dead pony with her wooden sword. Scarlet blood colored the White stone around her. "Now, time to get serious." She said as she adjusted her stance a flew forward using her wings to her advantage. In a single second she knocked out four hungry attackers, another second passed and another 6 ponies fell.

"Luna's mane, she's a maniac." Caramel said under his breath. A rainbow blur could be seen in every direction, dead ponies falling all around the park. Painting the grass and stone red with blood. Suddenly the blur stopped and Rainbow could be seen again, with her sword by her side she stopped. "Dash? What are you doing? Why'd you stop?" Caramel looked over to she her standing over four little ponies, children.

Dash stood frozen, she couldn't move, fear held her muscles in place. "Dash? What the hells going on?" Caramel galloped to her side as fast as he could and pushed Dash to the side with a hoof. With the barrel of his gun In between the small fillies teeth, he pulled the trigger. The fillies head exploded in a mist of blood, "Come on!" Caramels voice was stern, he grabbed her by the hoof and ran towards the nearest building he could find. "Hurry up." Rainbow was still entranced by fear.

***

Caramel slowly opened the doors as a long creaking noise echoed throughout the empty building, he walked inside and motioned for Rainbow to enter. She entered the building at the speed of her own pet, Caramel closed the door and placed a wooden beam on hooks to lock the door in place. "Dash? What happened out there? Tell me." seconds passed, complete silence filled the room. "It's to dangerous for us to be out at night, we wait here until the sun rises." Caramel walked back over Rainbow and placed candle he found next to her, after lighting it he stepped away to study his surroundings. He saw many dusty shelves and placed upon them old books the looked like they had not been touched by a hoof in years, he looked over to the centre and what he saw, he instantly recognised.

Swords? Where are we?

Caramel lifted up a katana an unsheathed it, "Woah, this is? Real? Dash take a look at this." Rainbow was silent, she hadn't said a single word since her encounter with the filly. "Come sit over here with me." He patted the mat he laid out on the wooden floor.

"Okay." her voice had lost all enthusiasm, she stood up and walked over to Caramel and sat next to him. "Hey, look what I found." he produced the katana he took from the shelf and handed it to her. Her eyes glimmered as she unsheathed the weapon, "Thank you Caramel, Thanks a lot." She rested her head on his shoulder. "You're not going to ask?".

"For you to act that way, I guess it must have been very serious." Caramel calmly stroked her mane with a hoof. "No, I want to talk about it. I already started thinking about it, the feeling of killing ponies." She said.

"Because of the children in the park? Is that it?"

"Yes. I knew this world was changed for the worse and killing ponies is the only way to survive, but children? I can't kill fillies or colts. There just foals. Remember when you asked if I had a special somepony?"

"Yes." he answered. "Well, the truth is, over past few days I've got that same feeling again." she looked up to him and stared into his eyes, "With you." Caramels eyes widened at Rainbows confession. Without thinking, she darted forward and quickly kissed him on the lips. Caramel's jaw dropped as he stared at her in surprise.

Well that's a strange development.

He lunged forward, locking muzzles with her and slid his tongue against hers. Caramel broke the kiss and grinned eagerly at Rainbow, she closed her eyes again out of instinct as he leaned in. He kissed her again, pushing her back onto her rump. Caramel held her tightly in his arms as he slid his tongue against hers, not letting her tongue in at all.

"Cara-ea-stop." Rainbow was interrupted as every kiss lead to a new kiss. She followed his example for a while. She pushed his chest with her hooves, breaking their current kiss. A thin strand of saliva connected between their lips, Caramel wiped his mouth with a hoof and breathed heavily. Rainbow started to kiss his cheek, brushing her face into his thick mane, enjoying every moment. She moved down, kissing along his neck and he moaned.

Rainbow dragged her hooves over his chest and arms, feeling the farm pony's strong muscles. She giggled as he wraped his forelegs around her, Caramel looked down at her with a sly smile and kissed her passionately, her head pressed into the mat. Rainbows forelegs were pinned between their chests, she tried to move but she could't, she squirmed in place and flicked her tail as he kissed her again and again. Caramel ran his tongue up her neck, she moaned in pleasure and she felt herself getting wetter with every passing second.

Rainbow felt something hard and hot poking her belly, it felt big and it grew as she squirmed, it slid along her coat, pulsing. Rainbow finally released her forelegs out from under Caramels chest and wrapped them around his neck, pulling him down.

"Wait" She placed her hooves against his chest, holding him. "What is it?" Caramel panted heavily. "Please don't tell Fluttershy? Or Twilight?" her voice was nervous.

"Deal." he leaned in a kissed her deeply once more. Rainbow felt his stallionhood twitching against her belly as she lowered her hoof and ran it up his length. "Caramel?" She broke the kiss. "Put it in."

"Are you sure?" Caramel stared into her eyes. "Positive." Rainbow can feel the tip of him pressing against her nether lips, against her wet crotch. Caramel slid himself in until he was completely enveloped by her, Rainbow moaned as he stopped, then pulled back, leaving just the tip inside her. He pushed in again, Rainbow moaned with pleasure as Caramel thrusted in and out of her. Rainbow felt a pleasuring stretch deep inside her. She took a deep breath as Caramel nuzzled her gently, then kissed her gently, not using his tongue.

"Caramel. Ahhh." Rainbow muttered, sweating all over, gasping for breath. "Keep going, don't stop, it's awesome." she moaned again. Pure bliss ran though Rainbows mind and body as Caramel slid in and out, she whispered into his ear again. "Mel? Not inside." Caramel nodded his head and sped up his thrusting, seconds pass then suddenly. "AHHH!" they moan in unison.

He neighed loudly and pulled out at the last second. Rainbow felt warm spurts landing on her belly, soaking her coat. He balanced himself over her as he came. Finally, he spent himself and fell beside Rainbow, he groaned in satisfaction. They laid together on the mat for what seemed like forever as they caught their breath's.

"Caramel?" Rainbow panted, "That was awesome. You're almost as fast as me." She joked.

"My pleasure." he replied, running out of breath.

AMAZING! Better than Twilight!

***

The next morning.

Caramel lifted the wooden beam allowing sunlight to pour in through the opening doors, he shields his eyes as he stepped out onto the stone pathway. "Ok, if we follow this cobblestone path, we will be at Canterlot Gardens in about twenty minuets."

"Grrrrr." Dead ponies surrounded them

"What? Why are they here? We didn't make any noise."

Right?

"Dammit! I don't understand, Dash! Don't let them intimidate you! Filly or Colt, Stallion or Mare. They are dead! They have no feelings! But we do! I do!" Caramel confessed his attraction to her in an attempt to motivate her to be battle ready.

"Right!" She flexed her wings and unsheathed her new found katana, she stepped forward. Without any effort she sliced the dead clean in half, sending blood spraying everywhere. As she ran towards the direction of the Gardens, Caramel followed. No pony would stand a chance, Rainbow didn't even have to use speed to her advantage, she was just too awesome. "Alright, Dash this way, just a little further." Caramel said. "Hang on Caramel," she grabbed his hoof with hers. "Did you mean what you said?"

Buck yeah!

***

"Spike, why are we in the back of the castle?" Scootaloo asked. "I have a feeling that Caramel will come through the Gardens if he wanted to sneak in." Spike looked down with his binoculars. "Woof!"

"Winona?" Scootaloo looked at the excited dog who was waging its tail rapidly. "Look." Spike pointed over to the Gardens. "It's Rainbow!" Scootaloo was excited to see her idol safe and sound. Caramel walked forward slowly with Rainbows foreleg wrapped around his shoulder as they passed through the thick fog, "Spike what's all the barkin-" Twilight looked out to see Rainbow and Caramel walking towards them, A small glint of jealousy filled her cheeks. Scootaloo ran up to the two of them as fast as she could and hugged them, "You're back, you're both ok!" Scootaloo laughed.

I accepted it, I accepted her. Why wouldn't I? She needed to be that way, the more scared for her life she was the more chance we would have to survive. The feelings I had for all these mares? I think that's my motivation, protect the ones I love.