Ponies Of The Dead.

by Stunt Monkey

Rating: mature
Tags: Caramel, Scootaloo, Fluttershy, Adventure, Crossover, Sex, Winona, Tragedy, Twilight Sparkle, Gore, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Romance, Original Character, Spike, Rainbow Dash
Length: 32431

Caramel escapes to Canterlot to save ponykind from Zombie infection.

A Cross-Over based on Highschool Of The Dead. Caramel was the most unlucky pony in Equestria, or so he thought. A Zombie Pandemic breaks out in Ponyville, Twilight Sparkle is summoned by Princess Celestia and told to bring her the Elements of Harmony. But how will Celestia cope when she is told that two holders of the Elements have died and one betrayed her friends?

Picture by "shadawg" on Deviant Art. Used without permission, but then again I'm sure Hasbro would do the same.

Published 2012-02-09 12:04:01 UTC
Last updated 2012-04-01 07:36:06 UTC

Chapter 1.

I stayed up late the night before everything came to an end.

"Hurry!" Caramel shouted.

They were running as fast as they could, the three of them were exhausted. Big Macintosh tripped as he galloped towards the tower.

"Oof..."

"Oh... Big Macintosh! Quickly! They're coming for us." Fluttershy almost yelled.

She rushed to the stallions side to help him up. As they climbed the stairs, a pony chased behind them.

"Hurry! He's infected!" caramel yelled again.

Fluttershy had a weapon to defend herself with but hesitated to use it, the infected pony got closer growling horribly. Big Macintosh moaned in pain again, swiftly Fluttershy pushed the weapon forward with as much force as she could summon. The tip pierced the straight through the pony's chest. The dead pony was still moving.

"Are you insane?" Caramel yelled at her.

"What?!" she replied.

The dead pony knocked the sharp weapon with his left hoof and slammed Fluttershy into the wall of the staircase. She fell to the ground wincing in pain, the dead pony with only a meter between them rushed towards her.

"Get away!" she cried.

"Fluttershy!" Big Macintosh yelled.

Quickly he swung his weapon at the dead pony and smashed it's head in, blood splattering everywhere. The lifeless body fell and rolled down the staircase, Big Macintosh reached for Fluttershy and helped her up.

"Thank you Big Mac!" she smiled.

"Quickly now!" he said.

"We need to smash their heads in to kill them!" Caramel yelled.

Another dead pony climbed up behind them, Big Macintosh turned around and bucked, the dead pony fell to the very bottom. The three of them once again rushed to the top of the staircase.

"Mac! Fluttershy! Quick we need to move!" Caramel said to them.

With Fluttershy helping Big Macintosh maintain balance they walked further forward leaving Caramel at the top of the staircase.

Damn it! What the hell?

"What the hells going on!" Caramel yelled at the top of his lungs.

***

Earlier that day.

Pinkie promise. Cross my heart and hope to fly? Yeah right.

"What was that?" a voice behind Carmel said.

"Oh, Twilight. What do you want?" he said softly.

"Nothing. Whats wrong? Every time something happens you come to this same spot in ponyville."

"Nothing's wrong, really." he assured her.

Twilight was uncomfortably close, she could almost poke an eye out with her horn.

"Back up a bit, would ya?"

"You know it's been 4 months? I miss seeing you around the library." She confessed to him.

I really miss you too.

"I really don't want to talk about that right now." he said angrily

"Fine! Keep it to yourself then!" she retorted and walked away.

"There was a time I felt the way but not anymore. But you didn't seem to notice, so I moved on." Fluttershy's words echoed in Caramels mind.

"So what?" Caramel said to himself.

Clang!

Huh?

Caramel sat up and looked past the rock in front of him, it was the local ponyville bakery. A dark blue colored pegasus was bashing on the window of the sugar cube corner with his hooves.

"Who's that?" he wondered.

The bashing continued for several seconds before a pink pony appeared and the window opened, she stuck her head out.

"What's your name?" the pink pony asked.

"Grrrrr..." the Pegasus responded.

"Well mister Grrrrr, The Cakes haven't opened yet so you have to c-"

"Who's at the window pinkie?" Mr. Cake walked in the room and interrupted her.

"Oh this is- AHH!" Pinkie screamed as her mane was pulled through the window by the other pony's teeth, her whole body fell through the window. With the groaning Pegasus standing over her, he lowered his head and bit into her chest with a mighty crunch. Pinkie screamed in pain as blood sprayed everywhere.

"Pinkie?!" Mr. Cake panicked.

He jumped through the window to defend her from the attacker but did not need to as the pegasus simply fell over with a groan, he placed her head in his hooves.

"Pinkie?! Oh no, I must fetch help."

He got to his feet and turned, just then Pinkie coughed hard and blood splattered everywhere. Mr. Cake returned to her body.

"Pinkie? Are you oka-"

Faster then he could react Pinkie reached for his front hoof and bit down on it hard, blood sprayed everywhere as Mr. Cake shouted in pain and fell to the ground.

What the hell?

"Fluttershy." he spoke.

With thoughts of her in his mind he stood up and galloped as quickly as he could towards Apple Acres, knowing that she was there visiting Big Macintosh.

"I have to get there as quick as I can." he said to himself.

***

When he arrived there was no sign of anypony on the farm, he shouted across all the fields. There was no response, he cantered up to the farm house door and entered.

"Mac? Fluttershy?" he cooed.

Son of a bitch.

He found them, saw them sharing a kiss while lying down together on the rug in the middle of the room. Caramel stared as he cleared his throat.

"eh-hem."

"Oh, Mel? Ah thought ya' weren't workin' until this afternoon." Big Mac said shyly.

"Caramel, what's wrong?" Fluttershy asked.

"Ponies just died in the market. No bullshit, I saw them rise and kill each other." Caramel turned to Big Mac

"What? Are ya' serious?" Big Mac Asked

"Yeah, I'd really make stuff like that up."

"Caramel! Stop! There's no wa-"

Fluttershy was interrupted by a harsh slap across her face. Her face filled with fear.

"Why whoul-" she whimpered.

"Shut up, just listen to me." Caramel interrupted. "I saw it at the sugar cube corner near the market, it was a pegasus. He killed the bakers and then the bakers started killing others."

"Thats insa- wait? The bakery? Pinkie Pie was there this morning, oh dear. I do hope she's ok." Fluttershy said.

"I don't think so, I saw her get bitten. Then she started to bite other ponies." Caramel said with all the forgiveness he could summon.

Big Macintosh turned to the cabinet to his left and opened it. Inside were some farm tools, a hoe, shovel and even a bat. He handed them around with a stern look on his face.

"Whats this for?" Caramel asked.

"Well, if y'all tellin' the truth about what ya' saw, then ah think it's best we protect ourselves just in case y'know." Big Mac replied as he snapped the end of the hoe and handed it to Fluttershy.

"No! If ponies are being killed we should find help." Fluttershy panicked.

"It's too late for that, we have to find somewhere safe to g-" Caramel was interrupted.

"Grrrrr" echoed from behind them on the porch.

It was Applejack, Big Macintosh stepped towards her and then stopped. He stared into her eyes, her pupils were rolled back. Her mouth was drooling and the growling grew louder.

"Sis? Y'all feelin' alright?" Big Mac quizzed.

"Grrrrr" Applejack growled louder and stared to trot slowly towards the three of them.

"She's one of them!" Caramel shouted as he dodged to left as Applejack ran straight pass him.

"Quickly, she can stay 'ere." Big Mac said.

The three ponies left the house and closed the door behind them, Applejack bashed on the door with her front hooves several time before stopping and returning to her groaning.

"She's not dead, she jus' look a tad ill is all." Big Mac said

Feather brain!

"Yes of course." Caramel said sarcastically.

"I'll deal with 'er, she's mah' sister." Mac replied.

Suddenly a loud bash at the door started again, it kept going. The door started to creak and splinter, it fell over with one final bash. Applejack galloped towards Big Macintosh with amazing speed, quicker than Applejack could think Big Mac turned around and prepared to buck. With incredible timing he hit Applejack and she fell to the ground, he balanced himself again and walked over to Applejack laying on her back. He pressed a hoof to her chest so she couldn't move, Applejack leaned up and sunk her teeth into Big Macintosh's hoof that was holding her down. Blood sprayed over his hoof as he cried in pain.

"Arrrggg! Horseapples!" he shouted.

With Applejack's teeth still deep into Big Mac's hoof, Fluttershy ran over to him for help but Applejack's grip would simply not let go.

"Caramel! Do something!" she cried.

Crap, I can't do this.

"Er, right!" he replied.

Caramel hesitated for what seemed hours, and then took action he ran towards Applejack with shovel in hoof and with a single mighty swing, beat Applejacks face with the bat. As she lets go Big Mac staggered backwards and fell into Fluttershys hooves.

I'm a monster.

"Noooo!" Big Mac shouted as he returned to Applejacks lifeless body soaked in blood.

"Mac, I'm sor- I was- she jus-" Caramel was lost for words.

"I'm sorry AJ, it shouldn't 'ave been this way." Tears poured from his face.

***

After spending several minuets digging, Big Macintosh placed Applejack's cold blood soaked body in the hole he had just dug. He cried with every shovel full of dirt he added to the hole. As he finished he coughed loudly and spat out a mouthful of blood, he wiped his mouth with a hoof and saw blood.

"Oh no, you're sick Big Macintosh." Fluttershy worried.

"I'll be fine" he lied to her.

"We have to go somewhere safe, somewhere high up." Caramel said.

Fluttershy put a hoof to her chin and tapped.

"I know!" She raised her hoof. "The observertory, Twilight said that's the tallest building in ponyville! But it's on the other side of town, are you sure you can walk Big Macintosh?" she said with a gleeful smile.

"Y'all need not worry about me, ah' think I'll be fine."

***

Almost an hour later dangerously crossing through the town of ponyville they had come across more infected ponies who were looking for lunch, an easy task for Caramel. Finally after some time they had come to the observatory staircase, siren still ringing.

"I hope you can climb, Mac?" Caramel said

"Ah' should be fine." he said as he coughed up blood, again.

"Oh no, look there's more coming after us." Fluttershy panicked.

"Quick! Get up the stairs!" Caramel yelled.

They came to a flat section of the staircase, high enough to see over all of Ponyville, even as far as the Everfree Forest and Canterlot in the far distance. Caramel looked across the town, many buildings on fire and alarms going off at every chance. Almost as fast as lightning three Pegasus flew past them, trials of electricity flowing in their paths.

"Impossible! Everything was fine just this morning!" Fluttershy added.

"Hurry! Let's get higher and block the stairs." Caramel said.

***

Present

"Why wo- why would this happen?" Fluttershy asked with fear in her voice.

"Ah' think if we can figure out what's causin' it we can stop it from spreadin'." Big Macintosh coughed loudly again and spewed up a heap of blood.

He coughed again and again, more blood every time. Breathing heavily he turn to Fluttershy with what he thought was the most convincing 'I'm okay' smile.

"Big Macintosh, no! Are you okay?" Fluttershy was worried.

"That's it. It's happnin' to me, I'll be one of them soon." he coughed again. More blood spewed from mouth. "Caramel? Will y'all help me?" he said.

"Help? With what?" Caramel asked.

Big Macintosh pointed to the rail he was lying his back against. Caramel took a step closer a looked to where he was pointing.

"Over the rail, it's the only way ah' can go peacefully."

"No! What are you saying." Fluttershy put her hooves to his chest.

"Ah' don't want to be one of them!" Big Mac cried in pain.

He coughed again blood flowing from his mouth.

"Big Macintosh?" Fluttershy was worried.

"Come now, Caramel. Ah' want to stay mah' self till th' very end." Big Mac coughed again and fell forward. Crying in pain blood flowing from every cough.

"No! Big Macintosh! No! No! YOU CAN'T DIE!" Fluttershy's cry echoed in every direction. Big Macintosh was dead, seconds passed while Fluttershy cried over his limp corpse.

"Get away from him Fluttershy." Caramel said as he gripped hid shovel harder. And walked closer to his dead body.

"No you can't. He's not turning! He's not one of those monsters!" Fluttershy tried to argue.

Without warning Big Macintosh started moving again, he lifted his chest and sat up straight.

"Big Macintosh? See? He's fine! He's getting up he will b-" she stopped in mid-sentence as a loud groan came from Big Macintosh who was now standing on all fours hooves.

"Get away from him Fluttershy! Now!" Caramel put his foreleg around Fluttershy and pulled her away.

"Grrrrr" Big Mac growled.

"No! This can't be happening." tears rolled down Fluttershys face as Caramel released Fluttershy and took a step forward in front of her, raising his bat.

"I know you can't believe it. Hell. I can't believe it. But it's happening!" he screamed as loud as he could then ran forward to his best friend and split his skull in two with the shovel.

"NOOOOOOOO!" Fluttershy screamed in fear.

I'm such a dick.

"Why? Why did you have to do it?" Fluttershy was crying.

Cause I love you.

"He would have bitten you if I didn't do that" Caramel lied straight to her face. He turned to her.

"I didn't ask you to save me." she cried. "I would have rather been bitten." she confessed.

"Thats not what Mac would have wanted for you!" he quickly said and turned away.

"How do you know that? You can't know that, oh I know. You must have hated him because I chose to love him instead of you. Is that it?" she was mad with rage.

Caramel continued to walk back to the barricade he had made on the staircase. Without even looking back at her.

"Hey? Where are you going?" she asked

"Clearly you don't want me here. I'll go downstairs and smash them." he said plainly

"No! Wait! What are you talking about. You can't take on so many by yourself!" she yelled as she rose to all fours and flapped her wings to re adjust them. Caramel began moving a small stone bench. "Caramel? Wait? No stop it!" she lunged forwards and gripped his midriff with her front hooves.

"I'm sorry, I never meant it. I really didn't." she confessed. "Please stay with me, Don't leave me!" she pleaded, tears flowing down her face.

Caramel turned around and placed his hooves around her and hugged her tight.

On the day everything came to an end, I killed my best friend. Then I held the mare that I loved, for the first time in my life.

To be Continued...

Chapter 2.

"Hey, Applejack!" Spike greeted her.

"Well howdy Spike! What brings ya' to th' market?" Applejack asked.

"Twilight asked me to pick up some lunch, she and Cheerilee are around somewhere." he said.

"Well shucks, here have one on-"

Clang!

"What in tarnation?" Applejack looked to the direction of the sound, she saw her pink friend being dragged from the window. "Is that Pinkie Pie?" Spike asked. "AAAHHH!" Pinkie cried in pain, They saw scarlet mist spray in the distance.

"Quick! Hop on!" Applejack said to Spike, he obeyed and jumped onto Applejack's back and she galloped towards her bleeding friend. As they approached, Applejack saw Pinkie slowly rise from the ground. "Are you okay Pinkie?" Spike asked.

"Grrrrr." Pinkie let out very slowly.

"Oh no! She's a Zombie!" Spike shouted, he jumped off of Applejack and began running in the opposite direction only to have Applejack grip him in her teeth and drag him back.

"Spike! Ya' sound crazy right now." Applejack shouted.

"But App-"

"Shut it, Spike. Look she's fine." she pointed at Pinkie with her hoof. Pinkie lunged forward and snapped at Applejack's hoof missing her by inches. "Woah, settle down Pinkie." she said. "What's going on?" the two of them heard a familiar voice behind them.

"Cheerilee! Where's Twilight? Run! Pinkie's a Zombie!" Spike shouted and panicked.

Cheerilee looked beyond them, and saw a pony lying on the ground behind Pinkie. Her eyes turned back to Applejack and Spike. "What happened to Mr. Cake?" she asked.

"What? You're kidding right? Pinkie must have bitten him! She's a zombie!" he insisted.

"Now listen here Spike, ain't nopony a zombie. Ya' just been readin' one of those horror books is all." Another loud growl came from Pinkie, Spike panicked and hid behind Cheerilee.

"Oh Spike, Calm down. Applejack said Pinkie is fine." Cheerilee put a hoof on his head. Pinkie lunged towards Applejack again missing her once more. "All right! That's it! Y'all need to calm down Pinkie." Applejack shouted, she had some rope tied to her saddlebags. She lassoed it around Pinkies legs and tightened it so she could not move.

"Grrrrr!" Pinkie growled again as she struggled in her brace, she fell backwards landing on her back.

"Spike, Y'all may be right. She don't look no good no how." Applejack said, she walked over to the tied up Pinkie and placed a hoof on her stopping her from struggling. Without thinking twice Pinkie lowered her jaw and sank her teeth deep into Applejacks foreleg. Applejack cried in pain as Pinkie released her grip and continued to roll about on the dirt.

"Oh my!" Cheerilee panicked and ran to Applejacks side to help her up from the ground. "Are you alright Applejack?" she asked, foam started to drip from Applejacks mouth as she growled ferociously. "Applejack?"

"Cheerilee! Get away! You'll get bitten and become one of them!" Spike rushed to her side and tugged at Cheerilees arm. Applejack fell over again and pinned Cheerilee under herself, drooling over the mares face. Applejack extended her neck to Cheerilees throat and bit down heavily. The fuchsia mare screamed in pain as blood sprayed everywhere. and soaked her coat.

"Spike..." Cheerilee said slowly. "Get... Twilight..." she said with her dying breath. Spike knew what he had to do, he had to warn Twilight and every other pony.

***

Bang!

The door to the library slammed open as spike was running in panic.

"Twilight! Twilight!" he shouted as he ran upstairs to her room.

"What? What is it spike?" she asked.

"It's happening! My worst fear! Zombies!" he said as he move his claws spookily. Twilight looked at him very stupidly and tried not to laugh.

"Don't be ridiculous spike, Zombies aren't real." she assured him.

"No, you have to believe me, there were ponies in the market attacking each other. Applejack got bitten by one of them by trying to help me. She and Cheerilee died trying to save me." he shed a tear from his eye.

"Spike, please, it was probably just a bad dream you had. Do you eve-" she was cut off when suddenly spike let out a belch from the bottom of his stomach and a scroll appeared wrapped in a red ribbon with double white stripes.

"Oh, a letter from Princess Celestia." she picked it up using her magic and read it out loud.

My faithful student, Twilight Sparkle.

There has been a horrible occurrence. I must see you at once, bring your friends and the six elements of harmony to me at once. It is most urgent, DO NOT DELAY.

Princess Celestia.

"You may be right Spike. It's not like the princess to write in a rushed fashion, Quick grab some supplies we must hurry!" she ordered

"Right!" he agreed and started searching through a trunk at the end of Twilight's bed. In moments he pulled out what looked like a cross with a flexible band from one end attached to the other.

"Luna's mane! What is the thing?" Twilight was shocked!

"This," he raised it to his shoulder "is my crossbow!" he informed her.

"Where in Equestria did you get a crossbow?" she asked with a stern look on her face.

"Twilight! There's two things I take very seriously, one of them is Zombies." he said as he placed a small arrow against the clip and cocked in in place ready to shoot.

"Okay just don't point it at me. Come, we have to find our friends and get to Canterlot as soon as possible." She said.

"What about Applejack? She got bitten by one of them, we can't take her." he worried.

"Your right, not to worry. I'm sure the princess can help once we get the elements to her." she informed.

"We have to go see if Rarity is safe." Spike panicked.

"Yes, of course!" Twilight agreed and opened the door with her magic.

***

"ah' don't want to be one of them!"

Caramel's eye burst opened in fear as the horrific moment played over and over again in his head. Fluttershy turned to him with a saddened look on her face.

"Is something wrong, Caramel?" she asked nervously

"Nothing, just a bad day dream. I'm wondering what the hell is going on."

***

"Alright! We're almost there Spike, keep an eye out while I go get Rarity and for Celestia's sake watch where you point the thing."

"Right." he replied and lifted the crossbow to his should and looked down the sight.

Twilight stepped inside the boutique without knocking first and looked around for any sign of Rarity or her family. It was dark enough to force twilight to use her magic to create a light while she search for signs of life.

"Rarity?" she questioned the darkness. "Anypony?" The darkness was silent.

"AAAHHH!" Twilight heard Spike's terrible scream coming from outside the boutique, she rushed out as fast as she could and was shocked at the horror she was about to witness.

"Twilight! Help us!" Spike yelled. Twilight saw Rainbow Dash holding a pony in lock while it tried to snap its teeth at the white pony pinned below it.

"Shoot your cross thingy!" she ordered.

"No, wh-what if I hit Rainbow or Nurse Redheart by accident." he replied.

"Fine." a powerful surge flowed through her horn and enveloped the dead pony soaked in scarlet blood, Twilight concentrated on the movement and threw the pony to the dirt several meters away. The dead pony rose once again and groaned loudly, it took a step forward. A flash of rainbow colors crossed its path as Rainbow Dash stood between them, she held a broomstick with a sharpened edge and lunged towards the dead pony with great speed, hitting it head on. A second passed before it's lifeless body fell to the ground.

"Oh, Thank Celestia. You're ok, Rainbow Dash. Have you seen Rarity? We can't find her anywhere.

"I'm sure Rarity's fine Twi, relax." Dash replied without a care.

"Seriously, we have to find her and the rest of our friends. Princess Celestia needs to see us right away!" Twilight said.

"Well you can rule out the hospital, I went their earlier and nopony was there except Nurse Redheart and I." Dash informed her.

"Well once we find the rest of our friends we need to get on the first train to Canterlot." Twilight insisted.

***

"A you sure you know how to use one of these Caramel?" Fluttershy asked innocently holding a fire hose in her hooves.

"Trust me, it's easy. I had my share of unlucky house fires." he said with ease as he pointed the fire hose towards several dead ponies basing and beating on the weak barricade he had put in place. "Ok! Turnk hek valfe!" he said with the nozzle between his teeth.

I only have used this once.

"Yes, ok." Fluttershy responded and griped the valve between her teeth and turned, water shot out at a powerful pace. Caramel lost control of the water pressure and turned sideways to correct his aim, with the nozzle in his teeth he pointed it at the dead ponies resulting in them all falling down to the very bottom. Caramel dropped the hose from his mouth.

"Alright!" Caramel cheered as they both galloped down the stairs. Fluttershy returned the weapon to Caramel, the weapon he had used to kill his best friend only moments ago.

"Lets go." he said, Fluttershy nodded in agreement.

"Where are we going?" Fluttershy asked.

"The library. I know things aren't the best with me and Twilight but she's the only pony I know that will help us." Caramel said with a smile on his face.

I don't think Fluttershy ever knew the truth about my relations with Twilight, the only other pony who knew was Rarity, that gossiping bitch.

"AAAHHH!" Caramel and Fluttershy looked at each other. "Twilight!" they said in unison and ran towards the direction of the scream.

Twilight?

***

Thud!

Twilight gave a confused look at a dead pony she had just thrown a small rock at the dead pony using her magic. The dead pony didn't take any notice and just growled loudly.

"What are you doing Twilight?" Spike asked her.

"Just be quiet!"

Thud!

Another small rock hit the dead pony with no reaction.

Clang!

Twilight used her magic to throw another rock at a letterbox outside the house there were hiding behind. The dead pony turned towards the noise and began walking towards in groaning loudly. The dead pony walked, head-on straight into the letterbox as if it did not see it was there.

"Do you see that? They have no reactions when something hits them. All their senses are dead, they only respond to sound. Most likely they can't see, that pony just walked into a letterbox." Twilight informed the group.

"What about heat?" Spike asked.

"I'm sure I'll get a chance to test that one out!" boasted Rainbow Dash.

"And I haven't seen any of them use magic or attempt to fly." Redheart added in.

"Come on, we have to find our friends." Twilight did not want to waste any time.

the three ponies galloped with Spike on Twilights back. They ran towards the Spa, the only other location Rarity could be. The journey was cut short by a small horde of dead ponies, their groans echoed around them. Rainbow Dash sped towards the two to her left and slashed past them at them with vicious speed and enough force to cut their heads clean off, blood spayed over her face and soaked her fur in scarlet. Spike loaded another arrow into the clip and cocked it, after aiming carefully he fired. The arrow skewered through the dead pony's head. With no effect, the dead pony kept walking slowly towards him. "Oh, crap!" he fondled around for another arrow in his quiver.

"Spike!" Twilight shouted, a dead pony was close enough to pin her to the dirt. As much as she squirmed she could not escape the incredible strength of the dead pony. "AAAHHH!!!" she screamed.

"Twilight!" he shouted as the dead pony walked towards him. "I'm coming!" he fired another arrow.

Twilight was full of so much fear she could hardly move, the drooling zombie came close to her face ready to bite. With all her might her horn surged with intense magical energy, static pleasure running through her skull into brain. An aura surrounded her as she formed a great spear shape of magical energy and ran it straight through the ponies head, a hole pierced the back of the ponies head. Teeth, eyeballs and chunks of brain lay over the dirt behind it where Twilight had unleashed her powerful spell.

Oh my goddess.

"Twilight?!" Caramel galloped to her side to help her up, Twilight threw her arms around him and hugged tightly while tears poured from her eyes. Caramel pulled away and swung his bat at a dead pony standing behind Twilight, it's head to the ground and poured blood. "Come on, we have to get out of here."

"No, we have to find Pinkie and Rarity!" she protested.

Caramel looked deeply into Twilight's eyes "Pinkie is dead. Twilight. I saw her die and Mr. Cake too."

"Even Cheerilee and AJ too." Spike added in.

"What?! Cheerilee? No... No." Twilight lowered her face to her hooves continuing her crying. "W-Why is this happening Caramel?" she asked.

"I don't know, but I'm sure as hell not gonna stick around to find out." Caramel wiped a tear away with his hoof.

"Guys! Don't want to interrupt your lovely moment, but can we get a little help?" Dash shouted as she struck another zombie with vicious force, She smiled and struck another behind her.

Ruin the moment. No, wait Fluttershy?

Both Caramel and Twilight blushed and started to attacked the dead ponds surrounding them. "Right! Bring it you zombie feather brain!" Caramel swung his bat and knocked off the ponies head clean off. Scarlet Blood sprayed over him staining his coat further.

***

"I'm so glad that's over." Twilight said crying softly.

"Twi-" Spike was interrupted by Fluttershy running past him, she threw her arms around Twilight and hugged her. "Twilight, thanks goodness your okay. We were going to the library to see if you were okay."

"You've met Nurse Redheart?" Dash asked Caramel. "A few occasions, yeah." he replied.

"Well as of this morning she is the only mare in Ponyville with any medical knowledge. So I asked her to come with me." Dash informed.

"Twilight?" Caramel asked as he turned towards her.

"No! Cheerilee, Pinkie and Applejack are dead! We need to find Rarity!" she cried. Her cries lasted for minuets, her friends were silent the entire time.

I thought getting over love would be easy, only now do I realize that it's not that simple.

***

"What do you think?" Caramel asked, staring at the barricade he had just made at the library door.

"Great! I'd like to see those zombies try to get through now." Spike replied raising his crossbow.

"Here you go." Fluttershy handed a juice box to Caramel. "Thanks Shy." Fluttershy blushed as he took the gift from her hoof.

To be Continued...

Chapter 3.

We have to get out of here.

"We have to get of of here." Twilight's words were harsh and to the point. "I was thinking the exact same thing." Caramel added.

"Where should we go, that's safe?" Fluttershy asked as she put her forelegs around Caramels neck, hugging him tightly. "I was sent a letter by Princess Celestia, she's wants me to bring the elements of harmony to her. That's all she wrote." Twilight responded.

"This is a pandemic-" Redheart puased, "I don't think getting there will be easy, none of us can fly besides Fluttershy and Rainbow Dash." she put her hoof to her head and began thinking.

"We have to get to the spa and find Rarity, then we'll just board a train to Canterlot. Piece of cake." Dash boasted as she flexed her wings.

"All right! Let's go!" Caramel said.

Crap crap crap...

***

"Okay, Pro-Dash tip. Stay away from the ones you can, there's no reason to start a fight with these zombie freaks if they don't know where we are." Dash said quietly to the rest of the group. "And furthermo-"

"AAAHHH!" The very familiar cry for help interrupted her, Dash stared at Twilight. "Rarity." they said in unison.

What did I get myself into.

The entire group raced as quickly as they could to the source of the cry, and to no surprise they arrived at the spa entrance. Three dead earth ponies and a unicorn bashing on the door cracking the glass even further, with a rainbow blur dash quickly knocked off two heads with her makeshift broom sword gritted in her teeth. "Spike get that one!" she pointed at the unicorn with a hoof.

"Right!" Spike aimed his crossbow and triggered it, an arrow swiftly shot out at hit the unicorn in the back of its head. With a loud groan, it turned around and started walking toward him, Spike shot another arrow hitting it straight between the eyes.

While blood sprayed everywhere, Caramel galloped to the fourth and final pony bashing on the door. With a swing of his baseball bat the dead pony fell to the ground, head impaled and pouring scarlet blood.

"What the bloody hell took you so long?!" Rarity shouted.

"Keep it down." Dash whispered to her, "You want more of those freaks to come after you?" She looked at Rarity's face and saw fear.

"Is Anypony been bitten?" Dash asked the rest of the spa-goers.

"No, of course not." Rarity shook her head.

"As long as everypony is alright, it will be fine." Flutteryshy added.

"We are getting out of Ponyville, The Princess' need Twilight's help and she needs our help too. You should come come with us." Caramel said.

"What? Not a chance! I'm not going anywhere with you, Ruffian." she pointed and insulted Caramel.

I should throw you back to those zombie freaks, you selfish bitch.

"Fine, stay here and get eaten alive by zombies." he retorted with disgust. He turned around with the rest of the group and began trotting in the other direction.

"Fine! I will!" she said, stomping a hoof.

A long slow growl came from beside her, the dead pony at her side began to rise. "Er... Wait!"

***

"Why are we hiding? It's pointless, they can't see us." Twilight said to Caramel. "Oh? Why don't you go prove that theory then?" Twilight gave a stern look to Caramel, he simply replied with a wink.

"Even if we keep going through Ponyville, once we get attacked we'll be stuck." Dash added. "But we have to go East to get to the Train Platform." Flutteryshy said.

"Well with all these Zombies standing in our way somepony has to go see if what Twilight says is true." Dash said. Caramel placed a hoof to his head and rubbed his eye.

Great, just... great.

"I'll go, I'll do it." Caramel bluntly said. "No, you can't." Fluttershy panicked. "I think I should go, I am the fastest after all." Dash added in.

"No, just stand by, just in case." he replied. "Caramel? Why? Fluttershy cantered up to his side and nuzzled his mane, Twilight's face filled with jealousy.

I have no clue.

"I don't know." he replied. "You don't know?" Fluttershy said. "Seriously, I don't know." he leaned in and planted a kiss in her lips. While Fluttershy was still blushing, Caramel slowly cantered towards the zombies trying with every step not to make a noise.

"Caramel, Wai-"

"Stop." Dash interfered and held Fluttershy back.

"I say let him go and get eaten by them." Rarity rudely spoke. "How could you say that Rarity?" Fluttershy asked. "Fluttershy, Darling. Honestly. You saw how he treated Twilight when they were, how should I put this? Fooling around. It a wonder why Twilight will even still speak to him after what he did." Rarity spoke as if nobody cared at all. "It wasn't his fault, it was mine." Twilight corrected her bitchy attitude. "Yeah and besides this was his decision, so be quiet." Dash spoke.

Caramel walked slowly towards the hoard of dead ponies in front of the group. Each step as slow as his heartbeat, fear filling his mind. Horrible groaning coming from all directions, he stopped where there was a rock at his front hooves. A dead pony walked right past him as if Caramel was not even there.

So they really can't see me, in that case...

With his heart beating in his chest, he slowly picked up the rock and threw it as hard as he could towards a nearby house, smashing the window.

PSH!

All in complete unison the dead ponies raised their heads towards the direction of the sound and slowly walked towards it. With a clear path the rest of the group started to quietly follow Caramels example, they all cantered towards the station only meters away. behind them one of the spa-goers tripped and fell, knocking over a mailbox at the same time. A loud metal clang echoed throughout the silent town.

Shit! Just my luck.

Seconds passed, then a massive roar grew louder. It was dead ponies looking for their next meal.

"RUN!" Caramel shouted at the top of his voice, every pony began galloping as fast as they could to the station.

"Why did you shout? We could have got away just fine!" Twilight shouted. A dead pony rose behind her and lunged at her, with a swift swing, Caramel impaled the dead ponies head.

"Quickly!" He ordered.

"The noise would have echoed anyway! Start swinging." Fluttershy seemed unusually enthusiastic about killing dead ponies with her makeshift weapon as she swung her blunted hoe at another dead pony crawling up to her.

Spike looked down the scope of his crossbow and cocked it, he paused. "There's too many!" he said, Caramel passed by him swiftly and began swinging at the dead ponies in their path. One, two, three, it didn't matter how many he smashed or sliced in half, they just kept coming. He swung his club to the ground once more, Blood soaked the dirt at his hooves.

"Forget talking! Just run!" Caramel shouted as he knocked another dead pony out of his path and galloped towards the train station.

With every corpse laying at Caramels hooves, more and more dead ponies kept coming. It wouldn't stop, one of the ponies from the spa got caught by three dead ponies and could not be saved. Another pony from the spa stopped, she had to try and help him. Twilight ran past her and grabbed her. "No, you can't! He's bitten you can't save him now." the mare escaped from Twilight grip and ran towards the Pegasi being attacked. "Wait come back!".

"I understand. If this was happening all over Equestria, I rather die in the hooves of the one I love." Redheart spoke.

"Oh! Shut up! Bleeding hea-"

"Look out!" Spike shouted as an arrow flew straight past Twilight's face and through the dead ponies face beside her.

"Spike! Don't interrupt me when I'm talking! Understand?" Twilight shouted.

"Quick! We are leaving!" Caramel shouted from the steps of the train platform.

***

"Oh! For Pete's sake!" Dash complained. "We risked out flanks just to get to a train and every pony on board is dead, even the driver!" She was filled with frustration.

"I can operate the train." Redheart informed her. "I wasn't always a horrible Nurse, you know."

"Really? You know how to run this? I could just use my magic?" Twilight informed, "No, I think everypony could take a break and besides its been long afternoon." Redheart sat at the controls and flicked three switches and pushed a lever forward. The train slowly moved forward. Redheart opened the window and shouted. "Quick! Get on! We are leaving!" Caramel and Dash looked at each other. "Right!" they said in unison.

"Go! I'll be there in ten seconds." Dash urged Caramel to get on board the slowly moving train. "Are you sure?" he asked "Just go! Trust me I'm awesome!" she spread her wings and flew to the back of the first carriage, she fondled around for the latch that held the carriages together. As she glanced to her left she found what she was looking for, she removed it and threw it aside. "Alright! Go!" she shouted a hoard of dead ponies getting closer to the platform, something not dead running from them.

"Who's that?" Caramel said to Dash.

"I know him from somewhere." she looked at the ponies running towards them. She saw a tall unicorn stallion with a light grey coat of fur, wild electric blue mane and tail. On his flank she saw a pair of 6-sided dice for a cutie mark. "Yeah! He owns the bar that Applejack and I used to go to."

Fluttershy's eyes widened as she heard Rainbow Dash's description. "Stryker..." she said filled with fear

"Hurry! Let's get this crazy train rolling!" Redheart shouted from the window again.

"Just a few more seconds. Caramel said, "They're in front of the train, we won't be able to move thought them." Redheart responded. "Just run them over." Caramel said.

"If she tries to run down that many she will de-rail the train." Twilight said camly.

Dammit!

Caramel took a step towards the drivers sliding door. "We don't have to save him!" Fluttershy grabbed Caramels foreleg in her hooves. "What? Are you mad?" Caramel asked. "We don't have to save him, we should just leave him here to die!" Shouted in fear, Caramel was confused. He had never seen Fluttershy this scared in her life. Even after facing the living dead.

"Hurry, everyone!" Stryker shouted to the others following him. "We'll be fine just keep running." three other ponies ran past him and a forth only meters away. Clumsily he tripped and fell landing right at Stryker's hooves.

"Please, Help me up." the colt pleaded tugging at his foreleg, "What a shame." Stryker replied, using his horn he formed a large boot around his hoof with a blue Aura. Without hesitation he slammed his hoof down onto the stallions face breaking his nose and a few teeth. He coughed and blood poured from his nose, as he collapsed Stryker spoke "The world as we know it has changed." the colt's cries for help were only met by more dead ponies.

"AAAHHH!"

Stryker stepped inside the train and slammed the doors shut. "Okay! Go!" Caramel shouted to Redheart. "Right, Here we go!" she pushed the lever forward as far as it would go, the train sped up fast and started hitting dead ponies in its path.

"Nurse Redheart! Look out, more zombies in the way!" Spike shouted, Redheart breathed heavily. "They're not ponies anymore, THEY'RE NOT PONIES ANYMORE!" she shouted. As she ran over the zombies the train rocked around violently, it almost felt like it was about to fall over. But it kept going and after several seconds of violent rocking the zombies disappeared from the tracks in front of them.

***

"I can't believe we made it." Caramel said.

"Yeah lucky break." Spike replied.

"Thank Celestia we did. I take it you have been appointed leader?" Stryker asked Dash who was cleaning the blood from her makeshift wooden sword.

"Not really, we're working together so we can get to Canterlot safely." She replied.

"That's not good, we definitely need a leader so we can survive. A leader who bears everything, with valor, with confidence." Stryker retorted.

"You're going to regret this this." Fluttershy said to Caramel sitting next to her. "I guarantee you'll regret letting him board this train." her face was dead serious, a chill went down Caramels spine.

Why? This Stryker pony seems pretty cool.

***

"You're all crazy! You're going to Canterlot? The largest city in equestria?" an unnamed pony said.

"Well what the hell is your idea? smart guy?" Redheart shouted as the train came to halting stop. Everypony fell forward almost loosing balance.

He paused. "I just can't stand this guy!" he pointed a hoof at Caramel.

"Why? What the hell did I ever do you to you?" he protested.

"Why you d-" his sentence was ended by a quick blow to his chest from the back end of Fluttershy's blunt hoe, He drooled from his mouth as he fell to the floor. "Asshole." she said bluntly.

Clop Clop Clop

Fluttershy and Caramel heard a pony clopping their hooves together, the pony stepped forward revealing himself. Stryker Malt-House.

"Bravo!" he said "outstanding teamwork. I'm impressed with both of you." he stepped over the unnamed pony coughing. "A conflict like this only proves my point. We need a leader, we do. Surely neither of you want such a difficult task on your flanks?"

"You're running for the position then?" Twilight asked.

"Of course Miss Twilight Sparkle." he leaned in close making Twilight feel uncomfortable. She turned and looked outside the window, a huge canyon with a bridge crossing to the other side. Stryker turned away and began talking again.

"Very well! I think it's all clear who will assume such a task! Why just moments ago I saved these five Ponies from being attacked." he boasted. The 4 ponies not lying on the floor sat up and began clopping their hooves together.

"Incredible, he does have a point." Rarity agreed joining them in celebration.

Stryker turned back to Fluttershy and Caramel, "There it's been decided! The majority of the vote goes to me."

Filled with rage and anger Fluttershy forced open the door and flew out toward the rope bridge in front of her. "Wait! Shy!" Caramel said following her. "No Caramel, I won't stay in that train with him!" she landed on her hooves and trotted towards the bridge.

"Get back on the train, please."

"Well, there's nothing I can do to help if you won't listen and act in accordance with all of us." Stryker lazily said as he stroked his own blue mane with a hoof.

"What us? What the hell are you on about?" Caramel shouted at him from the door.

Fluttershy was halfway across the rope bridge when Caramel left and chased after her. "Caramel! Wait!" Twilight shouted. "Shy, come pack." Caramel said as he gripped Fluttershy's tail in his mouth stopping her from moving, a pleasuring chill ran up her spine.

"Get back to the train, we can ignore him after we get to Canterlot." Caramel said to her. "I said you would regret this." she repeated as a tear ran down her cheek. "If we don't go back we'll both regret this!" Caramel shouted.

CREEEEAK

A long creaking noise came from below their hooves. "Quick the bridge is going to snap!" they ran to the other side as it was the closest.

SNAP!

The rope holding the bridge in place snapped.

Oh shit!

Caramel gripped into a wooden plank for dear life as it swung down against the chasm and made a hard thump against his chest. Fluttershy hovering above him tried to lift him but she was not strong enough, "Caramel please hold on!" Fluttershy panicked. Slowly without anypony's help he climbed up the rope using his teeth. After minuets of tiring climbing he made it over the edge and onto flat ground. Fluttershy landed at his side and hugged him tightly.

"Oh, Caramel! I so glad you're okay!" Fluttershy said gleefully.

"Yeah I'll be fine!" he replied.

"Mel?" Dash's voice boomed.

"What is it?" he shouted back.

"There's a rail bridge further down that the train crosses, that's where the next town is. Meet us there! Okay!" Dash asked loudly.

"Alright!"

The train began moving slowly again then sped up, minuets later the train was not visible.

"Okay, I've been here before with Big Mac, we went to see his cousin for something. The town Dash is talking about is just over that hil-oof!" he was silenced by an attacker, a medium sized buffalo struck him right in the chest knocking over. "Caramel?" Fluttershy worried. Caramel struggled under the buffalos amazing strength. "dammit!" he put his hooves up to to the attackers horns stoping it from taking a bite.

CRACK!

Suddenly the buffalo collapsed to its side and above himself, Caramel saw Fluttershy holding a rock stained with blood.

"Thanks!" He breathed heavily.

"Caramel? Let's go." Fluttershy said as she help him stand.

***

Almost an hour passed as Fluttershy and Caramel walked as quick as they could over the hill, Caramel wiped his brow with a hoof. He blinked thinking what he saw was an Illusion.

What is that?

"Is that a scooter?" Caramel said.

"Where?" Fluttershy looked around and saw it.

"Why is there a scooter all the way out here?" he galloped up to it and lifted it from its side.

"I can use my wings we can get to the next town faster." Fluttershy said.

"Sweet! Hop on." he smiled

Fluttershy stood behind him and wrapped her hooves around Caramel and held tightly, "Ready?" she asked. "Full speed ahead!" he said!

All that time I had no idea, that this world, was already over.

To be Continued...

Chapter 4.

There's no way it's just nothing.

RRRROOOOAAAARRRR! Caramel thoughts were interrupted by 3 Pegasus flying by in the morning daylight as fast as lightning, Fluttershy waved in cheerful happiness as she flapped her wings harder to speed themselves up. Even with great effort they could not keep up with the lightning fast Pegasus.

Yeah, everything was normal up until now, I was in the sun enjoying the luxury of feeling sorry for myself. If there was a rank of the most unlucky farmers in the world, I'd rank fourth. But at that time, everything was already coming to an end. And none of us ever saw it comin'.

Now that I think about it, I should have just forced myself out of Ponyville at any cost. But we didn't have time to think, so we went to the observatory. Pft... Seemed like a good idea at the time.

Whatever Big Mac says as always right, I wanted to believe that too. But I already knew that the world we were familiar with was already broken. So I...I killed him. That's right, at that point pretending like things were normal seemed way too dangerous. Everything was different, walking through Ponyville with weapons in hooves. It wasn't just Ponyville though, it was all of Equestria.

***

The previous night.

"I wonder if Anypony will come to rescue us." Fluttershy whispered, around her complete silence. "I'm sure nopony is coming." Caramel replied sounding depressed. "What? Why not?" Fluttershy asked.

It's the truth.

"Remember those ponies we saw flying over Ponyville? They never stopped to help us then, I don't think anypony will stop to help now either." he truthfully spoke. "Then what are we supposed to do without any help?" Futtershy rose her voice, something she rarely did until the past few hours.

"I'm only telling you the truth!" he shouted back, "Well you don't have to sound so depressed about it." Fluttershy retorted.

Grrrrr.

Caramel and Fluttershy looked behind themselves to find about 10 or so dead ponies slowly walking towards them. "Why are they this far out of town?" Caramel wondered. "We should get moving." Fluttershy added as she spread her wings and started a gust, sending them speeding forward on the abandoned scooter they found in the middle of the desert which both of them thought was incredibly strange.

Grrrrr.

'No matter where we go, we need to team up!' Rainbow Dash's words echoed in Caramels head.

Anything we did then meant the we were ready to face the real crisis ahead of us. We ran thought the entire town, screams from life and death coming from every direction. Then we escaped with a train and it was more of the same, they just kept coming.

***

"Redheart? why'd you stop the train? We are almost at the next town." Rainbow Dash shouted from the carriage to the engine cart. "The track. it's, It's broken." Redheart sounded depressed and pressed a hoof to her chin. Rainbow saw that the rails in front were indeed not fit for travel.

"I could fix it with magic, but that could take hours, it would be quicker for us to walk." Twilight said. Grrrrr... Twilight panicked and looked beside her expecting to find a hungry attacker, "Sorry, I'm just really hungry." Spike said with a smile as he tried to cover up the sound of his growling stomach.

"We aren't going anywhere? How long until something happens? This is the worst possible thing!" Rarity cried in panic, "it's okay! I'm the leader, you'll be fine!" Stryker whispered into her ear, he wrapped his hooves around Rarity and the pony sitting next to her. "You have nothing to worry about my darlings." his voice was creepy to Everypony except Rarity. "It's alright." he whispered sinisterly and nibbled on Raritys ear. She nickerd softly.

***

Basically, the world I knew, it was just a memory now.

Fire flickered as Caramel and Fluttershy sped down the gravel pathway further into the town. Houses were burnt down nopony was in sight, dead or alive. Within seconds they reached the center of the town, expecting to see the rest of their group.

"There's nopony here." Fluttershy said, "Did they get away? Or did they die?" Caramel replied. "But if they die, then they become those scary monsters." Fluttershy whimpered. "Maybe they went to find other ponies. Ones who are still alive." He informed.

"Look the sherif's wagon." Fluttershy almost shouted. "Covered in blood riding a stolen scooter, I'm just asking to be arrested." He joked, "You've killed hundreds of those monsters, I'm sure the sherif won't mind." she replied.

They both stepped off the scooter they found in the desert, Fluttershy flexed her wings and retracted them. As they both approached the wooden wagon with the sherif symbol on the side, they found that the ponies atop the wagon were already dead.

Buck me...

"You have got to be kidding me!" Caramel spoke. Fluttershy walked up close to the wagon "Shy wait! Don't they could be-"

"There might be something we can use to set a signal fire for the others."

Fire?

***

"Do you know ho to use one?" Fluttershy stared down at the silver 'L' shaped weapon on the ground.

No, I only saw a picture once.

"No, but I've heard stories from Mac, from when his father was in the war." Caramel recognized the weapon as a revolver. "It can't be that hard. Just aim and fire." he said with no knowledge. "Mac said don't aim, less you plan on shootin'" Caramel said with his worst Mac impression.

He lifted it with his hoof, and started at it. "What's the matter Caramel?" Fluttershy asked. "It's just heavier then I expected." he said. Caramel's hooves fiddled around with it, he found and pressed a button releasing the latch to the cylinder where 5 bullets were inserted. "It can only shoot five times?" He said.

"Caramel here." Fluttershy handed him 5 more bullets, "The other one is broken but you can still use them right?" she said. "Yeah I think so." he laughed "After all we've been through today, ponies should start calling you Flutterbrave." he joked with a smile as he placed the revolver in his satchel.

They both stepped back onto the scooter, "Will we still need these?" Fluttershy held the makeshift weapons Mac had given them back at the farm. "Keep those with us, at least until we get some target practice." he smiled.

"Good point, and don't you feel better now that you have something with a little more oomf?" Fluttershy said, Caramel grunted. "Yeah I guess so. Let's get going." at Caramels words Fluttershy spread her wings and began flapping, propelling them forward.

***

We need to find food, neither of us have eaten since this morning.

"Look!" Fluttershy pointed over caramels shoulder. "I see a light over there, maybe somepony is alive." she slowed the pace of her wings and they came to a stop. Complete silence surrounded them as they cautiously walk towards the home with the flickering light.

"Let's check it out." Caramel nodded and walk forward. Both of the nervous ponies were inside the house now, around them they saw many seats and tables. "It looks like this was a restaurant, or something." he said quietly as they walked further in.

"Look a drink machine." Fluttershy ran over to what she recognized as a vending machine. "It's working too!" Caramel ran over to join her. "Great!" he said as he approached the machine.

Stupid, stupid, stupid.

He slowly turned back to Fluttershy "I've got no money." he said

"What? You're the worst." Fluttershy retorted.

"I'm sorry! Okay! I guess Macintosh would have had the money!" he yelled. Fluttershy paused for a second. "When did I ever compare you to Big Macintosh?!" she yelled.

"You said, I was the worst! That means somepony has to be better, right?! You must have meant Mac" he yelled back. "I didn't then, but I do now." Fluttershy's voice was calm again. Caramel raised his hoof towards her, she closed her eyes, fearing a harsh beating. After seconds passed she slowly opened her eye again.

"What now?" she asked.

"Money, I need to borrow some." he replied.

"I... I left my saddlebag on the train." she said quietly.

"Oh, for Celestia's sake! And you acting better than I am?" he paused, "Just wait here. Scream if something happens." he walked off towards the counter on the other side of the room.

I should have stayed with Twilight... We messed up huge. Really huge.

Caramel climbed in top of the counter and raised his bat, ready to swing. He smiled and slammed his weapon into the register sending bits flying in all directions. "You get a kick out of this huh?" Fluttershy yelled from across the other side of the restaurant. She leaned against the pillar next to the main entrance. "Oh, I should be gentle with Caramel. He's been so kind these last few hours."

"AAAHHH!"

Fluttershy!

Caramel ran over the where they were only moments ago, to find Fluttershy being held in a lock by another pony with a silver blade in hoof. "Hey, quit squirmin' ya' hear?" he voice sounded familiar to both of them.

"Fluttershy! What's wron-... Braeburn?" Caramel was shocked.

"Hahahahahahahaha! Hey old pal. You got yourself a great whore here, you know that?!" Braeburn yelled.

"Braeburn! Let her go!"

"Now why would I do that friend?" he cackled again. "You think I'd go fer one o' those zombie mares? Think again!" he laughed again as his wrapped hoof harder around her necked the silver blade dangerously close to her throat.

He's lost his mind!

"Are you crazy? Is that it?" Caramel said.

"Crazy? Hell yeah ah' am!" he yelled. "Ah saw everypony in Appleloosa become one o' them right before mah own eyes! I had to... I had to smash all of there heads. Even the Sherif. How can ah be normal? Ya' think Ah wouldn't be bucked up after tha-" he trailed off in a sadistic laugh, echoing through the entire building.

"Ugh" Fluttershy pushed him away loosening his lock and galloped towards Caramel. Braeburn stepped forward and gripped her tail in his mouth forcing Fluttershy to collapse in pleasure. Braeburn lowered his hoof between her hindquarters and fondled her.

"Fluttershy!" Caramel yelled.

"Ahhhhh" she cried in pleasure.

"Ah sure like they way ya' moan. And th' way ya' feel. Gettin' wet down there?" he released her tail and gripped her neck with his free foreleg.

"Y'all are sleepin' with her aren't ya? Ah bet the two o' you rutting day and night." Braeburn said. Fluttershy moaned in pleasure again, Caramels face went angry. "Hold on a sec, holy shit! Ya' haven't have ya'? What a buckin' unicorn!" Braeburn yelled with the intent of insult.

"Ahhhhh, Caramel..." Fluttershy's voice weakened as she moaned in pleasure. Caramel took a step forward.

"Not so fast, drop the bat! If ya don't I'll slit her throat. And yer scoota' outside, I'm takin' that too!" Braeburn yelled pointed the knife towards Caramel.

"Fine take it! Just let Fluttershy go!" he yelled.

"The money! The money too! Fill up this saddlebag." he tossed a saddlebag across the room at Caramels front hooves. Caramel tossed the bat away from him, it landed with a loud echoing thunk.

That will bring some undead attention.

***

"Hey will you let us go now? We need to see if our friends are okay." Caramel said.

"Shut th' buck up! Ah don't care 'bout yer friends! Y'all are gonna' end up like th' rest o' this town anyhow!" he yelled.

"It's done." he tossed the full saddlebag to Braeburn, it landed with a heavy ka-ching as some coins spilled out.

"Turn 'round an' start walkin'" Braeburn yelled.

"Braeburn seriously! Come on-"

"Don't take one more buckin' step! Ya hear? Or ah'll kill the both o' ya!" Braeburn inturupted him.

"Come on, I'm begging yo-"

"Shut up! Or ah'll kill ya'!" Braeburn yelled again, Caramel swiftly lunged towards Braeburn and withdraw the loaded gun from his satchel, before Braeburn could react quick enough Caramel had already gotten close enough to place the barrel of the gun directly on Braeburn's shoulder. Braeburn made a nervous gurgling noise as Caramel clicked the hammer, letting the spring fall into place ready to fire.

"What th'?"

"I've never shot one before. But somehow I don't I'll miss." Caramel said.

"Th' zombies, you'll bring 'em right to us."

"It's better than somepony stealing my mare." Caramel said as Fluttershy smiled and blushed.

BANG!

The force sent Braeburn falling backwards releasing his grip on Fluttershy, he fell through the swaying wooden doors. His head hit the gravel with a thud, Caramel and Fluttershy followed. Several seconds of silence passed.

"Guh... Gerraaggghhh!" Braeburn tried to hide his pain. "Asshole! Bleedin'!"

"Be glad that I won't shoot you!" Fluttershy yelled as she raised a hoof.

"Shy! Don't!" Caramel stopped her from pounding her hoof into Braeburn's skull.

"But he-"

"We don't have time to be messing around. We have company." he pointed over to hungry attackers and stepped onto the scooter. "Hey? We're y'all goin' you can't leave me here!" Braeburn yelled as he covered his wound with a hoof. Fluttershy ignored his cries for help and flapped her wings, sending them speeding off.

"COME BACK!... Come Back!" Braeburn yelled as several dead ponies surrounded him.

What a dick.

"AAAAHHHHHHHHH!!!!!!!!"

***

Next morning.

"Is something wrong Caramel? You've been really quiet."

"I was just thinking. Stuff like that is going to happen more often from now on."

"Really? I mean... I guess so." Fluttershy said calmly and leaned her head against Caramel.

"Don't worry about it, it's nothing, it's over now." He turned his head and smiled.

There's no way it's just nothing. It's only been one day since the beginning of the end and I've already killed a pony. There's no way it's just nothing.

To be continued...

Chapter 5.

"What a scumbag."

"Better get them, before they get you Tavi."

"You know,"

Bang!

"When you said,

Bang!

"Lets go on the Canterlot Airship cruise. This is not what I had in mind Vinyl." Octavia pulled the trigger again. "Well would you rather die in the crash?" Vinyl retorted as she looked through her binoculars.

"Great, I'm stuck on an island and worse, with you." she joked.

Bang!

"Bravo." Vinyl said as the last of the dead ponies dropped to the ground. Octavia stood up and sighed loudly making it obvious, she reached her hooves to her flanks and rubbed them.

"What are you doing?" Vinyl was confused, she had never seen Octavia act like this before. Well not until a few hours ago anyway.

"I've been sitting on my rump all morning. They feel numb." Octavia stretched and yawned. "You know, I could massage 'em for you." Vinyl said with a goofy smile.

"I would let you, were you a better sniper than me." She smiled back. "Aw... Come on, it's not even your gun. Beside my horn can out-accurate your gun any day." she boasted.

"Guess your not feeling my flanks then." Octavia giggled at the word 'out-accurate' which did not exist. Vinyl face went into a blank stare. "grrr! How do ponies even get bit here anyway? The only way to this island is airship!"

"Yes, but do you see any ponies that a not of the undead? Where are they coming from, this island is not populated enough to have this many get infected." Octavia said.

"Who cares just keep killing those bucking zombies. I need a beer. You want anything?" Vinyl said.

"White wine, anything will do." Octavia responded.

"White? How many colors are there?"

"Oh, Vinyl. You and I should go to Ponyville one day."

"Why, you have fillyfooler I don't know about?"

"Something of that nature." Octavia said.

***

"Achoo!" Nurse Redheart sneezed.

"Exactly! That's why we should secure a safe place first and make moves together as a team." Stryker spoke in a manipulative fashion, he place his front hoof to his chest. "isn't that why you chose me as your leader. Truly, we should seclude ourselves and wait for safety to come and thus assure our survival." Awkward silence passed for a few seconds as only a snoring dragon could be heard.

Clop Clop Clop. Rarity clopped her hooves in amazement.

"Spike. Wake up." Twilight nudged Spike with her hoof, "Oh, hey Twilight. Is it morning already?"

"Yes, and Stryker Malt-House has been giving a speech the entire time throughout the night." she smiled.

"What is it?"

"Your drooling." she pointed and Spike quickly wiped his mouth with his claw. Stryker's speech continued.

"Were still in the same place?" Spike gasped.

"We have to wait for help. Soon enough another train will come along, they are sure to have some replacement tracks. Then we will be in Appleoosa faster than Rainbow Dash." Twilight told Spike.

"Hey, I heard that!" Rainbow said yelled from the front of the carraige, Stryker's was ongoing.

"Anyway, look over there!" she pointed out the window in the direction where Canterlot would have been. Spike saw a very thick fog in the far distance. "I bet the Princess' have set a illusion spell to keep the infected out of Canterlot." Twilight said.

"Secluding themselves?" Spiked asked.

"Yes, just like Stryker said. All though I don't think even he knows it yet." Twilight looked over to Stryker who was standing over Rarity and another unnamed pony. Stryker placed his tongue at the base of Rarity's horn and licked from the base to the very tip. Rarity moaned in pleasure and clopped her hooves together as he finished another section of his speech.

"Gross." Twilight shivered and turned away. "You know this all happened over night."

"should I interrupt them?" Spike placed a claw on his crossbow and gave an evil grin.

"Forget the perverted Stallion and slutty spa goers. I could have talked to Caramel about this but he's not here."

"Yeah, what a shame... You still like him don't you?" Spike stared out the window back the huge city covered with thick fog.

"What? No. Don't be ridiculous." Twilight said swiftly as she waved her hooves. Rainbow Dash was stading in front of her.

"What?" Twilight sounded frustrated.

"I'm getting worried about Caramel and Fluttershy. I hope they stay safe until we get to Appleoosa." Dash said.

***

Kaboom!

"This is crazy. The entire town has turned into hell." Caramel said as he saw three living ponies defending themselves from infected. "You have to flap your wings like never before!" Caramel turned his head and looked at Fluttershy who nodded.

With great effort Fluttershy flapped her wings faster than she had ever been able to, the scooter gained speed fast enough to pass the three bandit ponies. One of them was using Unicorn magic to light houses on fire and burn them down, the other attacking zombies with a meat cleaver and the last who was shooting in every direction with a large gun. Caramel did not know anything about guns, and he certainly did not know that the stallion with the Shotgun could easily wound or kill him.

A fireball came hurling towards them from the unicorn just missing Fluttershy. Shots were fired towards them missing every time. "What? We're not those horrible monsters." Fluttershy spoke. "I don't think they care, the whole towns gone mad. We can't trust anypony."

"We can't trust anypony." Fluttershy's voice trailed off as they gained a large distance between themselves and their attackers.

***

"I know we're no longer in Ponyville, but I hope that you all know that we can withstand anything as long as we stay safe, together!" Stryker's speech was never ending. "We have pride! Pride as a group! A family! And realize this my dear ponies. Caramel and Fluttershy were unfit to join our herd."

"Somepony kill him before I feed him to the Zombies myself." Twilight said to Rainbow Dash. "You read my mind. Sounds like he's recruiting for a cult." she replied.

"I think it may be. It doesn't just sound like it, it is. Look at those slobbering mules, I've never seen Rarity this entranced before." Twilight said. "I need to get out of here."

"Well with the tracks broken, we've got nowhere to go. We'll have to give up our ride and walk to Appleloosa. We could walk until we find another rope bridge to cross or follow the broken tracks to the rail bridge. We're still supposed to meet up with Caramel, Plus it'll give me a chance to stretch my wings!" she spread her wings.

"You sure seem worried about Caramel, are you not worried about Fluttershy too?" Twilight said as she looked quizzically at Rainbow Dash.

"Of course, but she can fly to safety. Caramel can't. So all I need to be worried about is myself and Caramel really. Don't really care about any other pony." she wore a fake smile. "Is that so?" Twilight's lip twitched.

"Yep, just look at me. I'm so awesome that if anypony will make it to Canterlot alive, it's going to be me right." Rainbow boasted and flexed her wings again.

"ahaha." Twilight's faked a laugh with no enthusiasm.

"So, what do we do about the broken tracks?" Redheart interjected.

"Depends, are you up for a walk?" Twilight said.

"Well, I don't really have any family. So I'm happy to follow you to Canterlot. Besides that Stryker pony, I think he is kind of a douchebag." Twilight looked at Rainbow as giggled softly at what Nurse Redheart just said.

"So what do we do?" Rainbow asked.

"We really should check the bridges first." Twilight answered.

"Whats the matter everyone, we need to work togeth-" Stryker turned to the front of the carriage.

"Thanks for the offer Stryker. But I think we will pass on this one." Twilight interrupted him. "We've got our own plans."

"I see." Stryker said quietly then placed his hooves together. "If that's what you've decided then go right ahead. I won't stop you Twilight Sparkle. How could I? This is a free country, not a Iron maned dictatorship. However." he licked his lips like a snake.

"You will have to stay behind, Nurse Redheart." she looked at him with a nervous frown. "Loosing the only pony with any medical training would be a major blow to the current situation, there isn't another town for miles. Would you please stay, what'd you say?" he slowly stepped forward decreasing the space between them. "There are other ponies who are relying on your medical expertise." he got closer and closer.

Fwsh

An arrow passed by Stryker's cheek just close enough to cut him. The arrow hit the seat behind him, an unnamed pony gasped.

"You... You shot at me?"

"I missed you on purpose. Douchebag." Spike spoke.

"B-B-But..." he stuttered "You're not a violent dragon."

"Violent? Ha! Do you know how many ponies I've killed since yesterday? And I would not hesitate to kill you too, nothing we know is normal anymore. That's why I'm able to kill now! I can even kill living ponies too." he raised his crossbow pointing it at Stryker.

"If your leaving, now's that time to do it." Spike said to Twilight.

"humph. I'm impressed." Rainbow Dash said as she turned around and leaped out the door onto the desolate landscape, Redheart followed.

"Are you sure?" Twilight asked. "Positive." Spike replied. "Come on Rarity, We're leaving!"

"You may certainly well do so, but I'm staying with Stryker." Rarity said leaving Spike in total shock.

"What? No! You can't stay with him, he manipulates you! You'll end up like those zombies if you take his advice." Spike rose his voice.

"No spike, he cares for these ponies. Even if Twilight did find Celestia, what are the odds of her not being infected? Besides he treats us as equals and does not go off galavanting." Rarity words were like a harsh slap across his face.

"But Rarity..."

"But nothing Spike, I'm staying with Stryker Malt-House." Rairty said as she trotted up to Stryker side.

"Thank you Rarity for proving my point." Stryker said as he leaned in to kiss her. As their lips touched, she quickly closed her eyes and opened her mouth a little, feeling Stryker mimic her. He shuddered as Rarity's tongue lightly caressed the edge of his lips, poking into his mouth.

"Rarity? No..."

"Come on Spike, she has betrayed us, betrayed Equestria." Twilight said to Spike who wiped a tear away from his face then jumped onto Twilight's back.

***

"Caramel, it's the same, every rope bridge to the station i-"

"I know Fluttershy, but if all of them are the same and we haven't seen a train yet, then that means that the only way Twilight and the others can get across the canyon is to come across the rail bridge." Caramel said.

"We need to meet them at the station. That's where they'll be." Caramel said not knowing how wrong he was.

"I wish there was-"

"Well there isn't, ok." Caramel interrupted again. "So there's no use bringing it up again."

I'm so sorry Big Mac

Fwsh

"Ah. gunshot!" Fluttershy panicked and hid behind Caramel. He looked around and saw nothing except for a few most likely empty water barrels and a broken wooden cart.

"No, that was a...Wings to the wins Shy!" without hesitation Fluttershy obeyed and flapped her wings with incredible speed.

"Caramel! Look ahead!" she said

"I know, faster!" he yelled

"We won't make it."

"Yes we will!"

I hope so.

With incredible speed the scooter came to a flat area and in front of them a broken cart making the perfect wooden ramp for them to attempt to cross the canyon.

"Here we go!"

Crap, crap, crap.

***

Fwsh

"Uh maybe we were better staying on the train with Stryker." Redheart whimpered.

"Hold on weren't you the pony who said he was a douchebag?" Twilight said as used her magic to throw a dead pony down the canyon.

"As a matter of fact I did, he wouldn't be the first douchebag I've been stuck on a train with." she put her hood to her chin. Dead ponies groaning from all directions as she ignored them, "Give us a little help?" Spike said as he shot another arrow. "I'm almost out of arrows."

"Do you wanna borrow this?" Rainbow said as she showed her makeshift sword to him.

"I'm not good with claw to hoof combat." he replied.

"I can't say the same, I'm totally awesome at it!" Rainbow said as she flicked the sword around her killing more of the groaning attackers in her way.

"Ahh!" Redheart panicked and knocked into Twilight sending them both to the dirt.

"Twilight!" Spike shouted.

Out of the corner of their eyes Rainbow Dash and Spike saw Caramel and Fluttershy crossing the canyon on the scooter they found, high in the air Fluttershy was putting all effort into her wings.

"Holy Shit." They said in unison as they watched Caramel land with a harsh thud.

We made it?

The scooter skidded on its side only just maintaining balance, Fluttershy lashed her weapon at several walking dead in the process knocking them flying with great force. The scooter regained traction and moved forward again.

"Spike!" Caramel shouted as he threw the revolver from his satchel to him. It flew through the air directly at Spike, successfully he caught it in his claw.

"Hehe." He grinned as his eyes widened. Two bullets passed Caramels face is if in slow motion killing two attackers behind Caramel. "Double tap, baby." he raised it again and shot another dead pony. With Caramel and Fluttershy still speeding forward, Caramel reached out his hoof.

"Give me your hoof Rainbow!" he yelled. Rainbow Dash smiled and raised her hoof just in time. Caramel turned the scooter allowing Fluttershy to apply more speed. Rainbow Dash let go of Caramels hoof and began spinning out of control. A rainbow vortex surrounded her as she knocked out all the undead in her path, the large rainbow vortex came to a slow pace and stopped. "Now that! Was awesome!" Several seconds passed before she collapsed and put a hoof to her head.

"Amazing!" Redheart said.

"I'm. So. Awesome." Dash laid dizzy, on the dirt.

"They sure were tough to beat."

"Tough for everypony but you maybe." Twilight soullessly said.

"Nurse Redheart! I'm so glad your okay!" Fluttershy ran up to her a hugged her.

"Fluttershy! Your safe! What of coinsident."

"I think you mean what a coincidence." her voice muffled by Redhearts mane.

"You too Caramel!" Redheart smiled at him.

"This must mean that all the bridges to the Station are out then? Aww that sucks!" Dash complained as she rose to her hooves.

"Yeah we will have to walk." disappointment was obvious in his voice.

I hate walking.

"I have to confess something to you, I'm so glad that your okay." She smiled at him, Fluttershy's face filled with jealousy as she overheard them.

"What about me?" Twilight prodded him in the side with her horn.

"I-I'm glad your okay too Twilight. All off you." he smiled at her. "Spike, What are you doin'?" he looked over to Spike. "Caramel! What is this? How did you get it? Where are the extra bullets? It's the revolvers, the M37 that the Sherif uses! Right!" Spike said as if a thousand Hearths Warming's had come in a single day.

***

"We left the train cause the tracks were broken, but we still can't cross the canyon." Rainbow spoke.

"Well we were on the right side but, we need a ramp to jump the scooter over again. So we will have to stay on this side of Appleloosa until we walk far enough to find the rail bridge. All the rope bridges have broke and fallen to the bottom of the canyon."

"I know! It's been such a long stressful day lets call in a day." Redheart chimed in and put her hooves together.

"What do you mean call it a day?" Spike inquired.

"Of course, after I was a medic in the war, I used to visit a friend of mine here in Appleloosa all the time." She smiled again.

"A stallion mate of yours?" Asked Twilight.

"No. Nothing like that." she waved her forelegs around. "Just an old friend, she won't be there, she's touring the country right now."

"Is it tall? Does it have a good view of the surroundings?" Spike asked.

"Yes! It has two levels. And a big car too, she drove it in the war. Almost the size of a tank"

"I have a turtl-"

"Tortoise." Fluttershy corrected Rainbow

"Whatever, I haven a tortoise called Tank. I hope I remembered to feed him." she put a hoof to her chin a thought hard.

"Well as long as we can take a bath, I don't think I've ever felt dirtier in my life." Twilight said in a seductive tone.

Mouth watering.

"I couldn't agree more." Caramel looked over to her, Twilight turned with a wink. Caramels shoulder pained as Fluttershy clubbed him lightly with her foreleg. "What?"

"Well, let's go check it out then." Spike said.

***

"Woah! Two levels? Redheart! This pace is a fortress!" Spike shouted.

"What kind of mare is this pony anyway?" Twilight asked.

"We met in the war. I told you."

"Grrrrr" A horde of dead ponies were approaching behind them. "Caramel, will this work?" Twilight handed Caramel a large crowbar.

"I'm sure it will be just fine." he took it from her hooves. "Let's go!"

Looking back, it seemed like that when we all changed. We weren't just all running away anymore, we were attacking first to survive. We didn't question it, it just became instinct. And it became the only thing we knew, it didn't take that long.

Chapter 6.

If it weren't for the zombies, this would be the greatest night of my life.

"Are you staring at me?" Twilight questioned.

"Oh come on Twilight, enjoy yourself while you still can." Rainbow said as she dived under the water and swam towards Twilight.

"Ahhh, Rainbow... S-Stop, it tickles." Twilight moan of pleasure turned into a short giggle. She reached under the water touching Rainbows shoulders, Rainbow rose from the water and returned to the edge of the large bath. Twilight wanted to imagine Caramel in her place, gently lapping her crotch.

"This is nice, Ahhh." Redheart stretched and leaned on the edge.

"What would be really nice is this." Rainbow reached over the edge of the bath and returned with a bottle in her hoof. The bottle had a black label with a white lightning bolt across it. "Now let's have a drink. Careful though, too much will have you barfing like crazy."

"What is it?" Fluttershy quietly said.

"It's like a burning volcano." She answered and took a swig from the bottle then handed it to Redheart to her right. Redheart took a long swig.

"Cough!" she coughed violently from the intense burn all down her throat. "Woah, -cough- that's really strong." she handed it to Twilight who was next in the anti clockwise rotation.

"Why did we all have to take a bath at the same time?" Twilight took a swig from the bottle and stuck her tongue out at the taste and passed it to Fluttershy.

"Twi, come on, you know why." Rainbow wiggled her eyebrows. "What's wrong Shy?" she turned to Fluttershy. "Uh, oh, is this safe to drink?" she asked innocently.

"Of course it is! Just don't hog it all, haha." Fluttershy lifted it to her lips and drank a small sip, Rainbow laughed at the face she had made, Flittershy returned the drink to Rainbow.

"Considering the current situation we are in, I don't think we should be doing stuff like this." Twilight lowered her chin to the water. Rainbow switched places with Redheart and swam over to Twilight.

"Relax! This place is almost Canterlot castle itself." Rainbow drank from the bottle again, "Beside Caramels here to protect us." she drank again then handed it to Twilight and touched her hoof to the cutie mark on the purple mares flank.

"Ahhh." Twilight moaned with pleasure. "Rainbow! I said stop."

"Wow, your voice is better than I thought, all the stallions must love your sexy voice." Rainbow slurred. Twilight pushed her away with her hoof and took a drink from the bottle in the other then handed it to Fluttershy.

"I'm sure we will find out." Twilight reached over to Rainbow and tugged on both of her wings. "Ahhh," Rainbow moaned a took a deep breath. "Not there, Ahhh." she continued to moan. Fluttershy let out a small giggle and took a drink from the bottle.

"Don't look at me like that. Your the one who started it." Twilight said to Rainbow.

***

"Sounds like they're having fun." Caramel said with his hooves holding a crowbar in place.

"Wanna have a peek? You know we're supposed to right." Spike said as he lined up the tip of the crowbar to the locker they were breaking into.

Yes. Yes I do!

"Uh- I don't wanna die just yet." Spike laughed at Caramel joke. "And I will be pissed off if there's nothing in here."

"There has to be, we already found the ammunition. So there has to be something in here."

"Doesn't matter, let's do it." they both pushed forward on the crowbar.

"One. Two. Three!" they said in unison and pushed with all their force. The locker door snapped open and the both of them fell forward, faces landing flat on the floor.

"Oh Luna's mane! That hurt." Spike complained, Caramel rose from the ground and looked into the locker.

"Hell-o. We got lucky."

"Hahaha, I just knew it!" Spike triumphed as he pushed Caramel out of the way. He stared at the three large guns inside, an evil grin stepped over his face.

"This friend of Redhearts, who the buck is she?"

"I don't know, but let's get these out and start loading them." Spike said as he struggled trying to keep balance with the large gun in his claws.

***

"Achoo!" Octavia sneezed.

"What wrong Tavi?"

"Somepony's talking about me." she sniffed and wiped her nose with a tissue. "What?" Vinyl said.

"I don't have many friends so it's probably-"

***

"Oh um, Nurse Redheart? You're mane is on fire." Fluttershy pointed out her drunk hallucination. "What? Oh no!" Redheart over reacted and started patting her mane then dived under water. "Is it gone?" she asked. "Is what gone?" Fluttershy said.

"Hahahaha." the four bathing ponies laughed unison, Twilight splashed her hooves and hiccuped.

***

"Neighvada M1A1." Spike said calmly as he looked down the scope.

"Chill out du-"

"This is going to be sweet!" Spike interrupted Caramel and smiled viciously.

"Er, Spike?"

"Hurhurhur." he laughed again pointing a second gun at a non-existing target. Caramel lifted the third gun and looked at it. Spike looked over and took a big breath of air.

"That's an Ithaca M37! That was created by a famous war hero in Manehattan." Spike gushed excitedly.

"I see..." he pumped the gauge and turned toward Spike. "Are you insane, never point that at anypony even unloaded, but when you do!-" he stood up at raised his claw. "Shoot to kill." his voice went calm again.

"Rodger that." Caramel said as he lowered the weapon onto the bed again. "Caramel, promise me something?"

"What?"

"If I happen to get bit, don't think twice about blasting my head off. Okay?" His face was a serious stern look. Caramel hesitated and paused. "Sure Spike, and the same goes for me." he bumbled his hoof to Spikes claw.

"I'm really glad we're on the same side." Caramel pushed another bullet into the magazine in his other hoof.

"Yeah." Spike loaded a magazine into the M1A1, "If your secret life is being a gun expert, what's this mares deal?" Caramel asked.

"I don't know, whoever lives here knows what they are doing. But this place looks more like a safe house or fortress more than somepony's house. I wonder what they're double identity is." Spike answered.

"Yeah, it makes sense. I saw a calendar in the kitchen dated eighteen years ago." a caramel added. "Clearly she is not an ordinary pony. Having a second house this big? Just as an apocalypse alternative, Either she's rich or whoever she's dating is rich, maybe even involved in some funny business." Spike said.

***

"Oh dear, Rainbow? We have -hic- no more drink." Fluttershy said really slowly. "Oh Shy, hehe, you drank it all? That was all the... Uh... the strong stuff. S'ok! There's heaps in the cellar. I get the Er..." Rainbow stumbled out of the tub and walked thru the doorway.

"Is- is...Redheart? Uh never mind." Fluttershy leaned her head on Twilights shoulder.

"Oh you girls. I Er..." Twilight stuttered. "I am the smartest pony I know but why is there a -hic- horn on my... Uh... My head. I mean where do you even put this thing? Twilight slurred and flicked her horn with a hoof.

"Here it is!" Dash returned with another two full bottles.

"Yay!" Fluttershy was overjoyed.

"Hahahaha!" Twilight and Dash laughed together.

***

"They sure are loud, they should probably keep it down in there." Spike said as he sat on the bed

"It's okay," Caramel was standing on the balcony looking out with binoculars. "I think the dead have more important worries on their hooves." he pointed to a bright light quite far on the edge of town. A pony was yelling into a megaphone to other ponies looking for sanctuary, the lights and sounds were all the attention they needed.

***

"We're free to do what ever? What does that even mean?" an Pegasus dressed as a Canterlot guard said the the other. "I don't know. Those were her orders." he replied. Another pony galloped up to them. "Captain! At this rate they are going to break through the barricade and the fog won't hold forever." he said.

"I know, I don't blame them. We need more soldiers."

"what should we do?"

"Didn't you hear me? We need more soldiers!" the captain yelled. "We got a message from Canterlot, things are crazy there too. They said we have to do what we want."

"Then give us an order, if they break through then all of Canterlot is at risk." the unnamed pony said to his captain.

"Hmph, how ironic. Our duty to the princess' is to protect these ponies." he bashed his hoof against the chariot. "Now we are forced to kill most of them."

***

"This is awful, here I've had enough." Caramel handed to binoculars to Spike at his side and returned to the bedroom and laid on his back. "Woah, for such a medium sized town there sure a a lot of ponies down there."

"What is it?"

"It looks like a protest group, all the ponies have signs. Theres a huge banner."

***

Bang!

"Hey, I didn't say you could shoot." the captain yelled as the small hoard of dead grew closer.

Bang!

"Stop it!" a mares voice cried from the middle of the hoard a small filly's body was on her back. "She's still alive! My little pony's still alive!" she cried. "My baby, help her-" the child on her back opened her jaw unusually large and sunk her teeth into the back of her mothers neck. "Ahhhhhhh!" She screamed in pain and fell into a puddle of her own blood.

"Fire! Dammit! FIRE!" the Captain yelled to the rest of the guards. They all lifted their weapons and fired. The Captain walked into the head of the protesting group there was a Pegasus colt shouting, the group responded with chanting. He lifted his foreleg and put his hoof to the protesters shoulder.

"Buck off-" he smacked away the Captains hoof with his own.

"You all have to leave immediately! It is too dangerous for you to be here." the captain said.

"What? Your kidding? We can do what we want!" the protester yelled. Followers behind him cheered and jeered with their hooves upward.

"I'm going to ask one more time. You need to disband and leave."

"Hell no! You go! Go home!" he shouted, his followers chanted 'go home' the combining voices grew louder.

"You don't seem to understand my fiend. I've been given orders to maintain public safety, by any means necessary. By whatever means I see fit." the captain said Calmly and raised his gun towards the pony's head.

Bang!

The leader of the protesting group fell backwards, dead. Blood leaked from the bullet hole in the front of his skull. Over a few seconds a puddle surrounded him. The other protesters began panicking and screaming!

***

"This is insane." Spike lowered the binoculars from his eyes.

"What happened?" asked Caramel.

"They just killed somepony, a living pony."

"Holy shit... We need to get the buck out of here." he said blankly.

"We can't leave now. They will attack us in the dar-" Spike stopped and gasped. Nurse Redheart came tumbling down the end of the bed and wrapped her hooves around Caramel neck, she giggled as they fell forward Redheart had Caramel pinned under her.

"Oh, Caramel! You're such a strong pony." she lowered a hoof between his legs, reaching for his stallionhood as she planted her lips on Caramels sliding in her tongue, Caramel broke the kiss almost instantly.

"Redheart are you okay?" Caramel rolled over and pushed her away awkwardly touching her exposed nether lips in the process. Spike gasped loudly at what he just saw take place.

"Oh Caramel." Redheart cried in pleasure.

Jackpot.

"I'm sorry." he quickly retracted his hooves and stood up. "Look Redheart. This is not the time."

"Don't be like that, it's just a little kiss." she placed her hooves on Caramels shoulders, he step backwards again. Her hooves fell to the floor, she looked over to spike.

"Spike. Darling." she walked over to him and placed a hoof on his cheek.

"Me? Darling?"

"So you wanna prize?" she leaned in a kissed his cheek. Spike stood frozen as Caramel had to tear Redheart away from him, he placed her on the bed. She licked her lips and giggled again. Spike fell backwards in shock.

"We should keep it down." Caramel said. "You should go downstairs."

"No I want to stay here, but I'm so tired I might just passo-" she stopped in mid sentence with her eyes closed. "Uh, Nurse Redheart?" Caramel said.

"Oh Caramel what are you doing here?" she leaned in and nuzzled his chest. "What?" he replied. "Spike? Could you help me out here?"

"Huh?"

"Nevermind." Caramel lifted her drunken body onto his back, she slid and fell back further. Quickly he reached his forelegs around and stopped her from sliding off his back. Redheart moaned in pleasure as Caramel realized where exactly his hooves were.

"Oh you're touching my rump. You're naughty Caramel." she giggled and kissed the back of his neck.

If this was any other time in any other place this would be bucking hot!

***

Caramel reached the staircase going down, piggybacking Redheart on his back. He saw Fluttershy and the top stair. "Am I interrupting anything?" Fluttershy asked.

"No, you're not interrupting anything." he replied.

But if this was any other time...

Fluttershy took a step closer to him. "Caramel's the three of you look very handsome!" she smiled and giggled.

"Three of me? What?"

"There's so many of you!" she giggled and stepped back and stumbled landing on her rump. "Ow..."

"Oh come on, not you too?"

"I guess, I Er... I'm just exhausted." Fluttershy voice was quiet and happy. "I can't believe it's only been two days, we-we-we should be at Canterlot" she stuttered. "And Macintosh is dead too." a tear fell from her eye.

***

Caramel reached the ground floor of the small fortress and placed Redhearts sleeping body on the red carpet in the the middle of what seemed to be the lounge room. He looked up to the couch and saw Twilight sleeping softly, it reminded him of the months they had spent together as a couple. He walked over to her and placed a kiss on her cheek.

For Celestias sake, how did I get so unlucky?

He walked into the next room where the kitchen was and looked on the shelves, they were stocked with whites boxes. He lifted one down to the bench, inside where'd white satchels with powder inside. Printed on the satchel was 'ADD WATER.'.

"Caramel?" a familiar voice asked.

"Rainbow, I love this place. Everything is so sta-" he paused and turned towards Rainbow, her usual multi-colored mane was wet and sleek. She smiled at him and licked her lips.

Wet manes turn me on!

"Stocked! I meant Stocked." He panicked and attempted to cover his eyes with a hoof.

"Whats wrong?" she asked.

"What? Er. Nothing? I hadn't noticed a thing." his hooves shuffled around slightly.

"You and Spike hav- You have done such a awesome job protecting us, I want to thank you."

No worries.

"I really want you to know, Really." Rainbow pressed up against Caramel their muzzle close to each other, the same air mingling in their mouths. Rainbow was breathing heavily, she leaned in and...

"Caramel! Get up here now!" Fluttershy interrupted from halfway up the staircase where she was lying on her back.

Is this a dream?

"You better go, at time likes these mares like to pretend to be helpless." Rainbow stepped back.

"Are you sure Rainbow Dash?"

"Dash, just Dash is fine." she winked.

"Uh... Okay."

"Come on! Come up here! Caramel! I'm calling! Caramel!" Fluttershy said loudly which would never happen if she was not not drunk. Rainbow giggled.

***

"He was always so nice to me," Fluttershy spoke, Caramel took a sip from his juice box. "he paid attention to me. When I would care for the animals he would help out. When I was so lonely he was always there to cheer me up. All you ever do is get upset about it."

"Yeah." he replied and took another sip of juice. "Caramel? Are you listening?" she nudged him in the side.

"I'm just tired," he handed the juice box to Fluttershy "I'm tired that's all." she pushed his hoof away. "What is that? See what I mean, your not interested, your boring." she said.

"Yeah that's why you never chose me."

"There are always two-"

"Sides to every story? Would've been nice if you heard my side."

"It would have been nice to hear it, at least Big Macintosh talked to me." she said

"Shut up!" he stood up. "You bring up Macintosh every chance you get! I'M NOT HIM!" he shouted. "Besides, he's dead! If anypony knows that I do, I killed him, I killed my best friend!" he paused "We're still alive, both of us, want it to stay that way? I do so why don't you-" he was interrupted by Fluttershy touching his shoulder with her hoof. Tears drizzled down her cheek.

Fluttershy leaned in closer to Caramel and placed her hooves around his neck, she muzzled his neck then lifted her head level with Caramels. Fluttershy panted heavily and lowered herself, Caramel mimicked her at sat on his rump. She kissed him desperately, Caramel broke the kiss and started to pant. Between them Fluttershy felt him against her belly, rock-hard.

***

"Go! Do it now!" The unnamed pony ordered. The two unicorn acted accordingly, forming magic aura to bulldoze any trespassers in their paths. They galloped forward knocking any dead out of their path, a last resort to protect the bridge into Canterlot Fog.

The same grey messenger pony from before flew up to the unnamed pony giving orders from the Proncess' themselves

"What? Are you sure? Let's me ask the Captain." he tuned around.

Bang!

The captain's dead body fell to the ground.

"Shit!" he turned back to the grey messenger pony. "Tell them it's not good, the captains just killed himself!"

***

"Stop."

No! What are you doing? Here's your shot!

"If I keep going, well, you know." he said. Fluttershy paused and giggled softly.

"Woof woof woof!"

A dog?

"Is that a dog barking?" Fluttershy spoke. "Uh, even now something's never change." he replied. "But it sounds really close, what if it's in danger? We can't just leave it there." she pleaded.

***

Caramel opened the door way to the balcony, "Spi- huh?" Spike lifted his claw to silence Caramel he went quiet. "Bad news dude." he said softly. He looked over the rail and saw a dog barking at the walking dead, the Apple family's dog. "Winona?"

They kept coming, it seems like everywhere we went they followed. Their hunger it never ended, they never ended.

To Be Continued...

Chapter 7.

Their hunger, it never ended. They never ended.

Bark!

"Look, somepony's trying to be a hero." Spikes voice was dark, he handed the binoculars to Caramel.

"He's shooting at them?" Caramel watched as the pony shot again and loaded another shell.

"Yeah with a double barrel, it will keep them away but it's gonna make a heck load of noise too." The pony with the shotgun shot again and loaded another shell, it slipped from his grip and fell on the dirt. It bounced in front of his hooves, catching it he laughed to himself. Three infected monsters lunged at him and tore him limb from limb, scarlet blood sprayed everywhere soaking the ground. Even in Luna's moonlight the color could be seen. "AHHHHH!"

"Bark!"

***

"This is bad, they will come here next if we don't take care of it." Dash said as she lowered the binoculars. "Dammit! That's it! I'm going down there!" Caramel turned and stormed off.

"Caramel!"

"What?!"

"You can shoot them but then what?" Spike said.

"Isn't it obvious? I'll shoot them and prot-"

"Did you forget?" Rainbow interjected. "They react to the sounds. Caramel." she tuned and stepped through the sliding doorway, back into the bedroom. Caramel followed her. "And for the ponies that make it out alive? They come to us because we're awesome and we have light!" Rainbow reached for a switch and flicked it. The room went dark. "We need to stay in the dark, we can't save anypony else. Here." she handed him the binoculars "Take a look, being brave is awesome and all. But it's not enough to survive." She walked towards the staircase.

"I thought that out of anypony, you'd think about this differently." she paused when Caramel spoke. "Don't misunderstand me, I'm not being cruel. This, Caramel, is just the way things work now." Rainbow calmly said. "I'm not saying that I like it." she turned and continued down the staircase.

Just my luck.

Once again Caramel was on lookout with the binoculars, he saw ponies getting torn apart by the infected ponies wherever he looked. He turned to a small wooden house opposite the fortress. The was a bright light coming from the porch, he saw a small orange Pegasus running towards it with a larger turquoise Pegasus.

What? It cant be?

***

"Dad? Wheres mum gone?" Scootaloo asked her father. "I'm sure we will meet up with your mother later, come on this way." he walked towards the porch of a house with a very bright light, he banged on the door loudly.

"Please let us in! I have a child with me and we have nowhere to be safe." he continued to bash on the door. "Pleas let us in! We need help!" he shouted. A muffled voice came from the other side. "We don't want anypony here, please go away!"

"Please! I don't care about me. My daughter! Let her in!" He bashed on the door again. The light turned off leaving the two of them in darkness. He stopped bashing his hooves and began to breath heavily with anger.

"Dad?" Scootaloo's voice was quiet, "Open the door now! If you don't I wear I will break it down!" he raised the Monkey Wrench in his hooves. "I will break it!" he lowered his weapon once he heard a small click. "Okay, okay just hold on a second." the muffled voice panicked. The door slowly opened.

"Thank you, Thank Celes-" his voice was cut short as a long silver knife lunged out and stabbed him in the chest, his stood frozen and looked to the pony inside the house. He looked down and saw the weapon stuck in him, blood dripped at a fast pace almost pouring. The pony holding the weapon, chattering his teeth in complete fear, removed the weapon.

"I'm so sorry." he quietly spoke. "Sorry, please forgive me, please forgive me." he closed the door. The large turquoise Pegasus stumbled backwards and chocked then fell onto his back.

"Dad?" Scootaloo ran to his side, "Daddy?" tears came to her eyes. He coughed again spurting blood. "No. Dad!" she placed her hooves on his chest. "Daddy's okay, I'm alright." he placed a hoof to her cheek, tears where pouring down her face. "Go and hide," he coughed blood again. "so nopony can find you." he breathed one last time and and lowered his head to the dirt. Scootaloo began to cry.

"Dad? No! No!" she wrapped her hooves around his neck, "I wanna be with you! Wanna be with you forever." she cried loudly. "Daddy!"

"Grrrr." A short growl grew closer, three dead ponies followed the crying noise coming from Scootaloo, she looked up slowly.

"Bark!" A very familiar pet dog ran towards her, "Winona?" she stood up "What are you doing here?"

***

Dammit!

"Rock and roll!" Spike slid the latch back on his rifle and looked down the scope. The rifle fired and the single bullet hit its target. The dead pony about to eat Scootaloo for its next meal fell to the dirt, Scootaloo looked around for where the shot came from. As another pony approached she back away from her fathers body.

"That's what you zombie freaks get for picking on a helpless filly like that." he said as he slid the latch in place again ready to fire. "Why don't you try munching on some of these? Ready? Aim! Dinner time!" he fired again and the dead pony fell to the dirt. Several gunshots later Scootaloo was cornered to a fence dead ponies lay in front of her.

"Spike? I thought you said you weren't going to shoot? Making noise and such?" Caramel spoke. "But it's a little filly were talking about, you go get her I'll cover you from up here." he retorted. Caramel smiled and made his way downstairs.

"Caramel what's the matter? I heard gunshots." Fluttershy said still laying drunk on the staircase. "A little pony is in trouble." he responded. "I should come and help."

"No, I'll go. Twilight put a spell on the scooter. I can get there without wings." he said.

"But you may ne-"

"Let him go, it's a stallions decision." Dash was standing at the bottom of the staircase. "Just don't take too long."

"I'll be quick, Twilight's spell should work." he said.

I hope.

"Knock 'em dead cowpony." Rainbow winked at him.

"Thanks. Dash." He flicked the switch and the downstairs lights went out. "Don't worry about this place, I'll hold down the fort." Rainbow boasted and swung her makeshift wooden sword around.

"Caramel. Take this at least." Fluttershy handed him the sherif's revolver they found on the opposite side of Appleloosa.

***

"Don't count on the gun too much, if you shoot they will swarm around you." Rainbow said.

"Twilight said the spell would make a noise anyway."

"Yeah but you will be moving faster than those ponies. Firing the gun will be like ringing a dinner bell." Rainbow putt her hooves on the left side of the gate to the fortress. Fluttershy was on the right.

"Are you ready Caramel?" Fluttershy asked. He simply nodded, Fluttershy turned to Rainbow and nodded. Following Twilight's instructions he pressed a button in between the handles, that scooter glowed brightly lighting the dark around him and a loud roaring noise started to form, Caramel replayed Twilight's words in his head.'Listen Caramel! Step two is really easy just lean forward to go forward and lean back to stop.'

How hard could it be?

He leaned forward and the scooter sped up fast, "Alright it works!" he got closer to the gate. Rainbow and Fluttershy standing in each side, opened it in unison and Caramel passed by them at a quick speed.

Caramel sped by the walking dead incredibly fast, he lifted a hoof and kicked them just cause he could. Swiftly he was coming closer to the house where he had saw Scootaloo.

He could hear the gunshots coming from Spike in the balcony. Ponies in his path fell to the ground, each with a bullet in their skull. Quickly he reached the house where Scootaloo was.

"Oof!" Caramel winced in pain as he fell head over hooves off the scooter, a dead ponies corpse on the ground which he had hit had caused him to lose balance and fall. "Never goes as planned does it." he complained. He stood up, he could hear barking coming from where Scootaloo was. Three dead ponies approached him gaining closer every second, he galloped over to where Scootaloo was. A gunshot flew past his face killing the pony standing in his way.

"Get away from me! Go away!" Scootaloo shouted at the two drooling ponies. "No!" Caramel lunged forward with his crowbar and impaled the dead ponies heads. "Woof!" barked Winona.

"Don't worry about a thing kid, your gonna be just fine." Caramel smiled. "Haa!" Caramel swung his Crowbar at a dead pony once more, they kept coming. "Just Buck off!" He yelled as he slammed his weapon into another pony's skull.

"Theres one behind you!" Scootaloo cried. It was too late the attacker had already pinned Caramel to the dirt. Quickly he reached into his satchel and lifted out the gun Fluttershy had give him, the barrel of the gun went straight into the pony's mouth. Caramel fired, a mix of blood and chunks of brain showered over him.

"Thanks a lot kid, you just saved my ass." he stood back up and closed the gate to prevent any more dead attacking them. The gunfire coming from spike on the balcony had stopped too. A few seconds passed as Caramel tried to catch his breath.

"Hey mister?" Scootaloo asked innocently. "That pony, that's my father." A tear fell from her eye. Caramel walked over to his lifeless body, he picked a pink lily flower from the ground. After searching through his satchel he pulled out a white sheet and laid it over her father and placed the lily in Scootaloo's hooves. "He died protecting you, your father was a brave pony." She dropped to her knees and placed the flower on top, she started to cry.

"Dad." she leaned into Caramel and cried loudly. "Listen sweetie, we need to be quiet. It's the noise that brings them."

"Can't we get away from them?"

"We are sure going to try."

"Can't we just go above them?" She asked.

"Oh I wish I could fly too."

"Fly? No I can't fly." she said, Caramel placed a head on his hoof.

Can't fly? What Pegasus can't fly?

***

"What's with all the racket?" Twilight approached Rainbow with a sleepy look upon her face. Rainbow and Fluttershy were hovering above the fence watching Caramels heroic actions.

"Something good happened." Fluttershy smiled. "What was that?" Twilight asked.

"I realized their are still living ponies after all." Her smile continued.

"What's happening?" Twilight asked.

"Never mind! Caramel just crashed the scooter. Quick! Wake up Redheart. Now Twilight!" Rainbow waved a hoof at her encouraging her to get moving.

"Fine." she said blankly and re-entered the fortress lounge room.

"Nurse Redheart! Nurse Redheart! Wake up!" Twilight shouted to the passed out pony. "Oh, is it breakfast already?" she rubbed her face with a hoof. "Grrrr, snap out of it." Twilight lit up her horn and splashed the glass of water on the table into Redhearts face and proceeded in search of Spike.

"Spike! Quickly we're leaving." Twilight yelled.

"Okay give me 2 minuets." his cheeks blushed as he saw Redheart standing next to Twilight and a certain moment played back in his head, the three of them followed one another back outside to re-join Rainbow and Fluttershy.

"Alright everypony is here, let's get going. Nows our chance, the zombies are busy with Caramel." Rainbow spoke as she flew to the large war vehicle, camouflaged in green. "Uh... Hang on. Can anypony drive this thing?"

"Oh! Meeee!" Redheart raised a hoof a giggled.

"Why am I not surprised." Rainbows face was blank.

"Even if Drunk Heart here does know how to drive it, how is Caramel getting back here? He can't do anything, even with the Scooter I enchanted for him."

"Nope, we will go to him!" Rainbow said.

"Your right, we rescue Caramel and haul our flanks to Canterlot." Twilight boasted. "Get ready!"

"What if we get attacked?" Redheart said.

"We just have to do it really quietly." Twilight used her magic to lift her bag into the vehicle.

"So we rescue Caramel and Scootaloo then what? All those monsters will prove to be a challenge even for a war vehicle." Fluttershy said. "Maybe if Caramel could get closer to us?" She put a hoof to her chin and thought. "I'm sure it won't be a problem." Rainbow pounded her hooves together.

"Wait look!" Fluttershy squeaked, pointing out to Caramel.

***

Alright, I just need to keep my balance.

Complete fear ran through his mind as Caramel casually tried to keep balance as he slowly walked across the top of the stone wall surrounding the house, Scootaloo piggybacked on him.

Look at the wall and keep walking.

"We're gonna make it." he said, Winona balanced on his head reached down a licked Caramels snout. "ha ha, stop it, stop." he laughed. Scootaloo pushed her away with her hooves. "Ah, thanks. Aren't you scared?"

"I am." she quivered. "What about you?"

YESYESYESYESYES.

"No way. I mean... A little." Scootaloo laughed a little.

***

"Where'd Spike go?" Twilight spoke looking al every direction. "He went to get the rest of the guns." Rainbow said. Spike stepped out from around the corner. Belts of ammo were wrapped around his shoulders and a rifle in each tiny claw. "Somepony call?"

"Oh wow, you look so sexy." Twilight joked.

"Oh you really thin- wait a minuet."

"Get in the car!" Spike shook in fear and obeyed Twilights command.

***

Really? Right now?

"You have to what?" Caramel asked.

"I need to use the little fillies room." Scootaloo quietly spoke.

"Oh no. Can't you hold it in?"

"Umm no."

"Just think of something else." Scootaloo began shuffling uncomfortably on his back. "No, I really can't. I can't hold it in." she whined. "Okay just go ahead a pee right there."

"Are you sure?"

No, this is disgusting.

"Yeah I'm sure." Caramel faced changed as he felt a warm drizzle coat around his body, while pervertedly enjoying the feeling of a little filly doing her business on his back a dead pony reached up and grabbed his hoof. Quickly he pulled away and kicked its face hard with his hoof, more zombies approached them but just out of reach.

Oh shit, I don't we're gonna make it.

"What's that?" Scootaloo pointed a hoof in front, a large green vehicle came speeding towards them. "That would be help." Rainbow was standing upright on top of the vehicle with her makeshift wooden sword at the ready, Spike between her legs ready to fire.

"There are too many! We can't run through them!" Twilight said to Redheart.

"Who cares? We have to save Caramel. "Fluttershy poked her head out of the hatch at the top of the vehicle. "Hang on Mel, just a bit longer!" Rainbow yelled from where she was standing as the vehicle came to a halt. She leaped off the top and slammed her wooden sword down on a pony's head, slashing left and right. "Quick Caramel!"

"Easier said than done!" he yelled. "Spike, buy us some time." Twilight poped her head out too. "YES MA'AM!" he shouted and pulled the trigger, a wave of infected fell backwards as the he fired the Shotgun. "Gotcha!"

Rainbow ran through the hoard faster than expected, swinging at every chance. She lifted into the air a flew back to the vehicle. "This is your last chance, getting in?" Rainbow yelled to Caramel.

"You bet!" he galloped forward with Winona on his head and Scootaloo on his back, with great ease he jumped across the gap between him and the vehicle. Twilight tucked down from the hole. "Hit it!"

"Okay." Redheart drove off, causing Caramel to lose balance and fall into Rainbow. "Hey, you coulda just asked." Rainbow giggled as Caramel opened his eyes and found his snout snuggled in her crotch.

"I'm so sorry!" he panicked and sat up, his face turned bright red.

Somehow, we managed to get out of there. But that only meant we survived another day. Now, now we had to find a way to Canterlot and see the Princess'.

Chapter 8.

There's absolutely no way I would have known. How could anypony have known?

"Time to wake up." Caramel snored softly, nuzzled into his right side also sleeping was the quiet yellow mare he loved dearly. Fluttershy woke up to Redheart unusually cheery voice, she looked outside to find the bright day shining in her eyes.

"We are almost near the outskirts, maybe 4 hours." Redheart said. Fluttershy stood on on all four hooves and stretched her wings in the small space available to her inside the vehicle. She looked back at Caramel who was lying on his back, Rainbow Dash tucked in closely between Caramels hind legs lying across his stomach. A small flicker of jealousy filled Fluttershys face.

"Twilight? Are we clear?"

"Redheart? There's nopony around." Twilight adjusted the Binoculars she had held with her magic.

"Maybe it's for the best Twilight." Spike said

"Yeah, do you really want to get involved with those monsters?" Scootaloo chimed in.

"Redheart wa-Oof!" The vehicle rocked and Twilight fell backward from the hatch. "Ow!" Caramel yelled as Twilight's horn poked him harshly on the left side.

"Sorry. Redheart will drive over anything." Twilight sat up and rubbed her cheek with a hoof.

"Are you enjoying yourself Caramel?" Fluttershy asked.

"What do you mean?" He sat up and looked down, "Wah!" he jumped in his seat. Woken by the noise he made, Rainbow lifted her head and stared at him.

"Good morning Rainbow Dash, you're drooling." Fluttershy said as hugged Caramels arm. Rainbow panicked and quickly got up, "Sorry, totally not cool." she wiped her muzzle with a hoof.

"Maybe we should stretch our legs. Redheart stop." Caramel said.

***

"So who's that filly?"

"That's Scootaloo, she used to be a trouble maker." Spike replied. "It turns out that the scooter Twilight enchanted for you was hers, She was on a short vacation with her family when the breakout happened. I have no Idea why they were in Appleloosa."

"Yeah, I think I saw her on the farm, she's one of Appleblooms friends right?" Caramel asked. Scootaloo approached them. "Where are we going?" she chimed.

"Canterlot, Twilight needs to be there, she said it's the only safe city left." Spike said.

"Scootaloo? Why are you and your family so far from Ponyvi-wh-oh" Caramel was interrupted by Winona at his hooves. "And what are you doing so far away from the farm Winona? Heh." he joked and patted the dogs head with his hoof. "Woof!" Winona ran off chasing Scootaloo by her side.

"Caramel? You should take this. It's a shotgun, all you have to do is aim near their heads and you'll hit them." Spike handed Caramel the large gun. "But I don't know how to use one?" he replied. "I'm better off with my Bat."

"Relax, it's easy. All you have to do is load the shells into the gate and shoot. To shoot again pull back the grip and a bullet will load into the cartridge chamber." Spike said.

"Wow, you really know a lot about these." Caramel turned the weapon around in his hooves.

"Caramel, I take Zombies very seriously. But I'll warn you, it's got a powerful buck when you pull the trigger. So be careful."

"I'll just use it to hit them." He raised the weapon in his hooves feeling the weight of it. "That's pointless, it's a gun!" Spike shouted

"Yeah, I know." he walked off with the gun wrapped around his shoulder by the sling and Spike followed. Fluttershy quickly descended from the sky and landed in front of Caramel. "D-D-Do I get one?" She asked innocently.

"Well, do you know how to use one?" He asked.

"No, but Spike can teach me."

"I'd be delighted to teach you Fluttershy." Spike said cheerfully as he raised his claw. "Perhaps you've noticed the blade on the end, Bayonets like this are only made in Trottingham." he grinned.

"Spike! Quit messing around, we're heading for Canterlot now." Twilight shouted as she dropped back down into the hatch.

***

While lying on the roof of the insanely huge green car easily capable of flattening any dead attacker in its path, Caramel turned to Fluttershy. "We are at the Canterlot outer ring. Twilight said the zombies can't get through the magic field of fog surrounding the castle." he laid his head back down again and saw all the abandoned houses and shops. Even in the outskirts of the largest city in Equestria, dead ponies still lurk around looking for their next meal.

"Hey, Spike look at all the boats!" Scootaloo had never seen so many boats as she did right now, some had huge fans others had small motors, some even had wheels. "Yep that's Canterlot for ya, technology, so that ponies who aren't unicorns can use them." he replied.

"Technology, what a load of hay." Twilight spoke up, "Scootaloo dear. Some ponies," she bashed the roof of the vehicle with a hoof "are just too lazy!" her voice rose a few octaves.

"What?!" Caramel shouted from the top of the vehicle. "Do you see anything?" Twilight shouted through the opened hatch, "No. There's no Pegasi or guards in sight, there were heaps yesterday. Where'd you suppose they all went?"

"I really don't care. We are almost at the castle." Twilight retorted.

"Well, at least it's a nice day." Fluttershys voice was sweet in Caramels ears. "We are going to safe right?"

"I hope so."

I really do.

"Look on the bright side." she smiled, "What bright side?" he replied. "We haven't seen a single one since the sun came up." Caramel stared into her eyes.

"Yeah, you're right." His frown turned into a smile. Caramel slowly closed his eyes.

Finally a break.

"It's them!" Spike voice echoed in his mind, his shot open instantly.

Dammit!

"About 300 meters." Spike continued. "Wait, Redheart go down there, to the right!" a twilight pointed a hoof to an alleyway large enough for the vehicle to pass. "Ok." she complied.

"Oh no. They're here too!" Redheart panicked, the vehicle still speeding towards a horde of brainless ponies. "Fine. Turn left!" Twilight commanded. More ponies lurked in their pathway. "Just keep going Redheart, don't stop!" She said.

As dead corpses flew over their heads Caramel turned over and laid on his stomach, Fluttershy did the same. "Wait." her voice was soft. "What?" Rainbow asked.

"Stop!" She said loudly. "What?" Rainbow look in front of them and saw Fluttershys concern. "Luna's Mane! Stop it quick!" As the tires made a horrible screeching noise Redheart quickly brought the huge green car to a halt, sending Fluttershy catapulting from the top of the vehicle. She landed with a harsh thud on the dirt, thick fog lurked behind her.

The barrier!

"Fluttershy!" Seven growling ponies approached the weak yellow mare.

Chk! "Pull the slide. Aim for the heads..."

"Caramel?" her voice was weak, Caramel leaped from the top of the vehicle and landed with several meters between her and the hungry attackers.

"Shoot to kill!" Caramel lifted the shotgun to his shoulder and pulled the trigger.

Bang!

What the...

The force caused Caramel to lose his balance and step backwards. "What the hell? I aimed for the head. I only killed one?"

"You're doing it wrong Caramel! Because of the recoil, the muzzle moves off the target and your pattern shoots high. Lean into it and aim at the chest!" Spike popped out of the hatch and pointed a rifle at the attackers.

Lean into it. Aim around the chest... And...

Bang!

"Awesome!" Caramel fired again.

But... There are far too many.

"After you shoot, keep your aim on the target and pull the slide. Then shift the muzzle just a tiny bit." Spike instructed as he too started shooting the fast approaching horde. Caramel fired his weapon three more times.

"This is awesome!" He boasted and pulled the slide in again to shoot. "Crap, out of bullets." he put his hoof into his satchel to retrieve more shells but clumsily lost grip and they scattered around his hooves in to dirt. "Shit! Dammit!" he tried to gather them as quickly as possible.

"Caramel!" Rainbow's voice shouted. "Get Fluttershy, I'll handle these. But you better move like you have a bucking purpose!"

"You can't! There are too many of them to fight with a wooden sword!"

"I know. But I'm awesome." Rainbow left a multi colored blur behind her as she began attacking all the walking dead in her path. More dead ponies approached Caramel, more than anypony could fend off. Even the self proclaimed awesome Rainbow Dash was having trouble. Caramel ran to Fluttershy.

Great, just my luck. My life sucks right now.

"Well, I guess this is it. At least we can die together." he smiled at Fluttershy and wrapped his hooves around her tightly, he lowered a hoof a knocked into the rifle attacked to her strap.

Wait! I'm such a feather brain.

He grabbed the rifle and rolled over her coming face to face with the dead, balancing the large rifle on her wings. Fluttershy moaned in pleasure as the strap pulled on her wings.

"Spike! What about this one?" He shouted.

"Push the lever in front of the trigger guard! Pull the slide on the right! You're ready to shoot!" Caramel followed Spikes instructions with succession. "Wait... Caramel." Fluttershy cried with pleasure.

Bang!

"Ahhh." Fluttershy continued to moan in pleasure with every shot Caramel fired. A single bullet went straight passed Rainbow, right between her hind legs only just missing her. Rainbow rolled backwards and sliced another attacker, a second bullet came speeding towards her passing through her wings almost close enough to graze them. She flipped forward again slicing another dead unicorn.

"Carful Mel!"

Bang!

"I bucking missed. Dammit it missed!" Caramel continued to shoot uncontrollably not hitting any of his targets. "Shit! The magazine is..." The magazine from spikes gun dropped and fell into his claw he lowered his arm inside the vehicle, "Somepony hand me a Neighed MEG magazine! Like this one." he dropped the magazine, Winona barked standing at Spike's bag of ammo.

"Spike is it this one?" Scootaloo handed the correct magazine to him. "I'll kill them." he took the magazine from Scootaloo and loaded into the breech of his gun. "I'll kill them all!" he started firing wildly hitting his target every time, an embarrassing blow to Caramels shooting skills.

"The engine still won't start." Redheart worried. "Twilight? Where are you going?"

"I'm going to pick up Caramels gun and use it."

"It's to dangerous." Redheart pleaded her to stay inside the vehicle.

"I'm about to find out." She slyly said as she opened the door and leapt out, the fading sunlight blinded her for a split second before she could focus her magic. "Shells are by your hooves, do you know how to use it?" Spike spoke. "Not to worry, I'm a genius."

"Twilight!" Fluttershy and Caramel shouted in unison, Twilight turned to them. "Relax, I know what I'm doing." she turned back to find a drooling zombie inches from her face. A sword came slicing thought it's face as a rainbow blur flashed behind it, the dead pony fell to the ground. "Thanks Rainbow Dash. I was almost gone for."

"Anytime, you better get that gun!" Twilight's horn glowed as an aura coated Caramels unloaded weapon. "I'm not a coward!" The shells at her hooves came floating through the air with the help of her magic and slid right into the cartridge chamber, the weapon fired, missing her target completely. "No, Twilight you have to hold it, magic can't solve your aim!"

"Er... Right! I meant to do that!" she lowered the weapon into her hooves and released her magical grip. She fired the weapon again successfully hitting her target. "Take that! If you weren't dead already I would kill you!" Twilight shouted her nonsense.

We just couldn't do it, they never stopped coming. Redheart and Scootaloo? Hell, they can't even face the dead, never mind shooting them. We kept firing every bullet we had but they just kept coming, and now we're out of bullets.This is the wor- What?

"Woof!"

"Wait Winona!" Scootaloo shouted from the inside of the vehicle, Winona escaped the confined space and ran up to the nearest attacker, biting it's foreleg harshly. The dead pony just kept walking, ignoring the dogs attempt to help.

"Stay back!" Twilight ran out of ammunition and resorted to using the shotgun as a club. She swung her arm backwards to strike again, Caramel stooped her with his hoof. "Hey let go."

"I'll take over from here on out." he said calmly and walked towards the growling horde.

"What are you doing?" she whined as he stopped walking. "Winona can't do it alone." he smiled and then galloped forward. "AHHHHHH!" Caramel screamed with anger knocking out attackers in every direction. Rainbow Dash followed behind him aiding him where she could.

"Keep going Caramel, I'll be right behind you." she struck another attacker.

"Don't stop! This way! This way!" he shouted and bashed his gun on various objects as he ran, making loud echoing noises.

"Come this way!" Rainbow shouted and belted her sword on a metal barrel, the sound echoed for several seconds. "Dash! This way! It leads to the gardens but we'll have to split from the group, it could take all night." he said and pointed to a staircase that looked like it had been carved out of marble, found throughout Canterlot.

"Ok! I trust you!" Following Caramel, Rainbow looked back to the group standing outside the thick fog. The noise they made was not enough distraction for the horde, "Dammit!" Caramel cursed under his breath.

"They keep coming."

"Dammit!" Caramel lifted his gun and bashed it harshly on the metal railing. "This way mare buckers!" the metal sound echoed again an again as he continued to bash his gun harshly, echoing every time.

"Hold on? Who are those ponies coming out of the fog?" he said.

"It's the royal guard, they're going to be safe! Awesome!" Rainbow bumped a hoof to Caramels.

***

"Spike?" Scootaloos voice filled with fear.

"You and Winona have to cross through the fog." Spike said.

"What about everypony else?" She asked.

"We'll be right in after you." he faked a smile. "That's a lie!" she sniffed and a tear ran down her cheek. "What?"

"My father said the same thing you just did before he died. He said it was okay but then he died, I wanna stay with you, Rainbow and all the girls. I want to stay with you guys forever!" she cried. "Don't let me be alone." she cried again breathing heavily. "Please!"

"Don't let me be alone!" she sniffed as tears poured down her face. "Get those ponies to safety! Now!" a familiar voice boomed. Spike looked over and saw several Canterlot guards emerge from the fog.

"Come this way." Princess Celestia stood over Twilight. "Princess!" Twilight had never been so excited to meet her loving teacher.

"Go Twilight Sparkle, we have little time." following her orders, Twilight gripped onto Fluttershys weak body with her magic and lifted the yellow mare onto her back. After what seemed like a long trek everypony reached the other side of the fog.

"Thank you so much for saving out flanks your majesty." Redheart bowed before her.

"I am glad to help, everypony needs to be safe in these dire situations." Celestias voice was sweet yet empowering at the same time. "Oh princess, I'm so glad we made it." Twilight galloped up her teacher and nuzzled her gently.

"Caramel?" Fluttershy whispered to herself, opening her eyes for the first time in many minuets.

"Spike? What's going to happen to the others?" Scootaloo asked. "Don't worry they'll be fine, Rainbow Dash is faster than a speeding bullet and Caramel is... Well... Caramel is Caramel." He smiled.

***

Now, I know this may sound strange. But even in the middle of all this ongoing hell, I felt great, empowered somehow, the both of us seemed invincible. Plus I was with the incredibly attractive Rainbow Dash, what could possibly go wrong?

Chapter 9.

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.

Chapter 10.

"Speak Twilight Sparkle. What of your findings, do you posses all six elements?" Celestia asked. "Yes I do princess. But I have other bad news too."

"Is that so?"

"It is so. My friends, my mare-friend. Everypony I care about is slowly falling victim to those monsters, Pinkie Pie is one of the dead and Applejack died trying to protect Cheerilee and Spike. He was the only one to make it out alive." A tear shed from Twilight's eye.

"Twilight, don't you see? Your friends are still here with you, could you have made it here all by yourself? Certainly not, I asked you to bring your most trusted friends because I knew that only the Elements of Harmony could thwart this pandemic. Has Caramel not been Honest to you throughout your journey?"

"H-He has." Twilight answered with what she thought was a true answer.

"And has Redheart not been Generous? Giving you a safe place to sleep and plan ahead?" Celestia asked her student again. "Yes, but, it's not like that that. My friend Rarity, she betrayed me. The Element belongs to her." Twilight replied.

"No it does not, The Elements don't belong to a single pony. Those with the ability to control the Element, can do so without any complications at all." Celestia spoke the truth.

"No. No, you're lying. Nopony can control the Elements, it's a gift, the Elements choose the pony." Twilight could not believe it, everything she had read on the Elements only two years ago was a lie. "NO! You're lying!" Twilight ran out of the large room and down the hall to see an amber stallion talking to her rainbow maned friend.

***

"Ca-Caramel? Are you sure about this?" Fluttershy whispered to the earth pony sitting on the bed with her. Caramel was not sure of how to take her plea, he placed his hooves on her shoulders and smiled. "Fluttershy... This is for the best." Fluttershy smiled and turned around, arching her back with her wings erect.

"Ok, here I come." Nurse Redheart approached her as Caramel forced his grip to hold the yellow mare in place, "N-No, it will hurt." she squirmed again.

"Don't let her loose, this will only take a second." Redheart placed both of her hooves on Fluttershys left wing, she twisted the bone and pushed it forward. A loud distinct crunch could be heard throughout the entire castle, followed by a cry of pain and then pleasure.

Caramels face went bright red when he saw Fluttershy squirmed with pleasure, breathing heavily. "See? That wasn't so bad." Caramel tried to convince her.

Only one night has passed since Dash and I made it to the castle, we haven't had any problems with the dead. But it never ends... It never does. But still this is first normal experience since the day this first happened, regular food made by the palace chefs and a wine cellar filled with anything you could have wanted. Twilight is going to see the princess this afternoon, she wants me to go with her. But I thi-

"Caramel... Ahhh." Fluttershy managed to say with ecstasy, "Yes?"

"This is your fualt! My wings hurt because you thought it would be a great idea to balance one of your big guns on them." her attitude changed in an instant. "Please leave, if that's okay with you."

"Fine, Twilight needs me anyway." he crawled off end of the bed and walk to the door, waving good bye he stepped through, shut it behind him and leaned against it.

Yeah, telling anypony what happened would only complicate things.

"Something on your mind?" Rainbow Dash's voice pierced his thoughts.

"Nothing it's just, after all we've been through it seems like nopony does anything. We just sit on our rumps and wait." Caramel replied. The both of them paused for a second then laughed together in unison.

"What's so funny? Did something happen?" Scootaloo ran up to them with Winona following her. "No, nothing happened, I was just saying how awesome it is that your okay squirt. After all who else would be their to workshop me when I'm Equestrias first Zombie slaying Wonderbolt!" Rainbow boasted as she patted Scootaloos head like a common pet.

"NO! You're lying!" Twilights voice could be heard from a distance, Caramel turned his head to see a Lavender Unicorn running towards him slowing her pace as she got closer. "Where in Equestria have you been?" her voice full of anger.

"I was helping Redhear-" Twilight interrupted his excuse and hugged him tightly, taking in a deep breath of his scent. Caramel returned with equal passion. "Caramel? Please can you- can you take me? Take me right now."

Cha-Ching.

"Wh-What?" Caramel was shocked, he looked over to Rainbow Dash and Scootaloo. Rainbow Dash's face went bright red with embarrassment. "Please, I want you to take my mind off all that we've been through."

"No." He pushed her away with his hooves and shook his head. "No, I can't."

"Your such a JERK!" Twilight cried loudly as she galloped off and down the stairs. "Where would he take her?" Scootaloo asked Rainbow Dash. "You'll find out when your older squirt. Come on let's go get some food." the both of them walked off toward the same marble staircase as Twilight used.

"I'm ever so sorry to drag you into our discussion." Princess Celestia herself walked up to Caramel, he turned and bowed to the Princess. "Your majesty."

"Rise young stallion, any friend of Twilight Sparkle is a friend of mine." She said in a sweet gentle voice. "Caramel, is it not?"

"Yes Princess, we've met before." His voice was calm. "I assumed you would be with Twilight when she came to me with a report on her findings." Celestia spoke again.

Oh shoot, I was too late.

"No, really, I was just about to go to Twilight's room but then sh-"

"Relax, young stallion." She paused. "Although I can't say I am comfortable with what Twilight has had to suffer through these past days. I can say that I am thankful you were able to protect my faithful student, even if it meant putting your own life at risk." She bowed her own head and proceeded down the marble staircase."

***

"Ah, the spring ejector." Spike fiddled his claws with several dirty parts of guns he had dismantled then laughed to himself.

"Don't get used to it Spike." Twilight snuck up on him.

"Oh, hey Twilight."

"We won't be here for long as soon as the Princess gets her spell done with Elements she has no use for us anymore."

"What do you mean?" Spike was intrigued, Princess Celestia didn't usually keep secrets from him or Twilight. "Anypony can control the Elements. She said it herself."

"Oh, is that all? I thought it was something dreadful."

"Quit goofing around Spike! This is important!" She raised her voice. "We need to meet with Caramel and the others, come up to Fluttershys room when your finished."

"Got it."

***

"Caramel? Can you please convinced that my plan for the Elements is what needs to be done, Twilight might listen to you given your past relationship." I'll try, no really I will. But getting through to Twilight is like knocking down a four layered brick wall with a hammer. At least that what I should have said.

"What is it Twilight? We're all here." Caramel asked, Everypony in the group joined him.

"It's about the Elements of Harmony, I wasn't chosen by them. I was just a simple unicorn vessel. As soon as the Princess' complete the spell there no need for us to be here. So I think we should leave the castle."

"Leave the castle? Are you mad? Luna and Celestia are about to preform a spell that nopony has preformed and you want to turn your back on them and leave?" Caramel protested.

"No, Caramel maybe she's right. Think about it, this place is filling with more and more ponies everyday. It's becoming a bigger target." Rainbow Dash said her thought on Twilight's plans.

"Twilight the Princess' have a working plan." Caramel said. "No they don't. They barely managed to get Starswirl The Bearded's Fog Barrier spell right and it took both of them. I know they can't use this spell to get rid of the infected. They will fail, the spell won't work. But they won't listen to me," Twilight Turned to the windowsill and place her hooves on it "Celestia is a real bitch sometimes."

"What? You shouldn't talk bad about the Princess'." Caramel saw a tear fall from Twilights eye. "Did I ask you? No! Leave it be! We have to leave."

"Enough!" Caramel wanted her to stop her wild thoughts. "No! The spell will fail and then all the monsters will come here for their last meal!" Twilight protested. Caramel swung his hoof across Twilight's face resulting in a harsh slap. "Stop it Twilight! You need to trust the Princess'!"

"You don't get it do you. You don't care about how I feel, or how I ever felt." Tears streamed down her face onto the marble floor. "It's not just you Twilight! All of us fear for our lives! Do you know how lucky we are?! At least we are safe! We have somewhere to live until this whole thing is gone for good! So quit whining!" Caramel slapped her again, he began breathing heavily with anger.

I can't believe she would just betray Princess Celestia and Princess Luna like that.

"Caramel, you're right." Twilight leaned in and wrapped her forelegs around his neck, darted forward and kissed his lips." Thank you. I should have trusted them, I should have trusted you." Twilight leaned back and stared into his eyes, a slight hint of jealousy filled Fluttershy's and Rainbow's face. "I'm sorry." Caramel apologized for the slapping he gave her.

CRACK!

Thunder? There's not a cloud in the sky.

Caramel and Twilight both turned to the window and looked out, they could see a large dark chariot being pulled through the sky by two Canterlot guards. Twilight instantly recognized it as Princess Luna's chariot, it was the same chariot she used on the Nightmare Night a year ago. The chariot landed with one last crack of thunder, Luna stepped off and strangely balanced herself on two hooves in front of a fountain, with a large blade at her side.

"Princess Luna?"

***

"SURVIVORS OF EQUESTRIA!" Luna's voice was loud enough to reach everypony in the castle grounds, even inside the castle itself. There was a large cage attached the the back of her chariot with a blood soaked pony thrashing its hooves at the bars attempting to escape, with no luck.

"OUT THERE, RESCUE MISSIONS GO ON FOR DAYS AT A TIME! THIS IS THE LEADER OF THE LAST GROUP, HE WAS A SIMPLE UNICORN LIKE YOU OR I! HOWEVER NOW HE IS NOT A PONY ANYMORE, NOW IT IS A MINDLESS HUNGRY MONSTER! TO SHOW ALL OF YOU WHY YOU MUST NOT TRUST THESE VERMIN I SHALL KILL IT WHERE IT STANDS!" her horn glowed brightly and the heavy lock on the metal cage came undone, the dead pony inside smashed it hooves against it and galloped forward fast, faster than anypony dead or alive could run. Luna prepared herself as the attacker came closer.

With a swift slash the ponies head flew through the air and landed in the fountain quickly turning the water red, the body kept running forward and then collapsed after a second. Scarlet sprayed in all directions, Luna lifted the blade to head height and placed her tongue on the silver steel. She licked it with her tongue all the way to the tip of the blade, then rose it above her.

"THIS IS THE PRESENT WE ARE FACING! THEY WILL NOT HARM US! EVEN IF THEY ARE YOUR BELOVED FRIENDS OR FAMILY, YOU MUST DEFEAT THEM WITHOUT HESITATION!" Luna sheathed her blade and stepped back onto the chariot, onlookers watched as it flew off and into the thick fog as dramatic effect.

***

"What does Princess Luna think she's doing? Swords won't work against them, once you've slashed three or four the blade becomes weak." Spike was outraged at the fact that Luna used as sword to fight off the infected. "Spike I used a wooden sword I made from a broomstick, it never broke once, not even a splinter."

Caramel placed a hoof on his shoulder "Dash is right Spike, you sh-"

"Don't touch me Caramel! You can ever shoot a gun right!" He knocked his hoof away with a claw and ran outside the room and down the staircase. "Great."

Why do I alway get the worst luck?

"Caramel! You have to go talk to him, after all that's happened you can't fight now." Scootaloo said. "Yeah I guess you're right, after all I owe a lot to Spike."

"That's more like it, I'll go find him. Come on Winona." Scootaloo ran off with Winona following her once more.

I remember when me and Twilight would read to each other, she read a historical book about a ship that was lost to pony pirates. A boat set sail from Hoofington and was on its way to Zedbrica, a paradise. Within a month, the crew went mad when a mutiny broke out on the ship. I didn't understand what Twilight was babbling about, I didn't care. But now I do. It all makes sense.

Caramel spent several minuets looking for Spike, but to no avail. "Caramel! Come quick Spike's in trouble!" he heard Scootaloo's voice call for help as she galloped closer to him. "We have to go to him now."

***

"Where did Spike go?" Twilight said to herself, she continued to walk the path the led to the garden entrance spotting Rainbow Dash on her way sitting on a bench looking at the pond with fish swimming in it.

"You know Twilight, this place is pretty awesome. I could see myself living here a little longer." Rainbow Dash said in a calm voice. "Well you sound like you have it all figured out Rainbow Dash."

"Well you know me, I'm just too awesome." She boasted.

"Well here is a news flash Rainbow, you have realized what's happened? There's no more easy flow, you have to start surviving once we leave."

"You're right, I know that I have to do what's best for Caramel."

"Caramel what has he got to do with our plan to leave?"

"Oh, he didn't tell you? What we did together. Well all I can say is that it was awesome." Rainbow flexed her wings a flew away in a split second.

"No they're not yours!" Twilight heard Spikes voice in the distance and ran toward it.

***

Caramel ran with Scootaloo to where Spike was and saw four guards surrounding him. "Hand em' over dragon." One of the guards kicked dirt into his face as he laid on the ground with several large rifles. "Let the big ponies handle this."

"No they're not yours!" Spike scrambled in the dirt trying to stop the guards from taking the guns. "SILENCE!" a black shadow came out of nowhere and reveled itself to be Princess Luna.

How does she do that?

"What use do you have for these weapon dragon? Pray tell! What is your purpose?" Luna spoke strangely that Caramel sort of understood. "uh...uh." Spike did not know what to say, what could he say.

"He is protecting Twilight!" Caramel spoke up as he stepped forward. "Something you and Celestia have failed to do."

"What?! Do you know who I am? I should send you to the Sun for your disrespect." Luna's horn began to glow. "I don't care! You and your sister did nothing to protect Twilight from those monsters, in the past few days I've done nothing but worry about my friends and protect their lives!"

"He's right! Twilight stepped forward and stood next to Caramel, nuzzling him gently. "If not for Caramel and Spike, I would have been one of those zombies right now."

Celestia walked up to Luna's side. "Dear sister, we should listen to Twilight. If not for her, then we would have the Elements to use the spell tomorrow."

"VERY WELL, THE SPELL SHALL CONTINUE!" Luna loudly announced then vanished very mysteriously.

***

"Do you hear me?" A black coated unicorn stared into a mirror with his horn glowing as it shimmered before his eyes. A grey unicorns head with a blue mane appeared in the mirror. "What is the current situation?"

"If you come now they will let you through, just approach the guards at the fog." a moment of silence passed. "Stryker?"

"Hehehehe." A sinister laugh came from the mirror where Stryker Malt-Houses face was. "Thank you Rarity for letting me use your pocket mirror." Stryker's horn stopped glowing and he looked down to Rarity's head in his crotch, her tongue sliding up his length.

"Oh it was my pleasure Stryker dear. Now let me pleasure you." Rarity slid her tongue from the base of his stallionhood to the tip several times before wrapping her lips around the his shaft and using her tongue vigorously.

"Well my plan is coming together." Stryker laughed again overtaking the noise of the hard rain.

To be Continued...

Chapter 11.

"This world is about to suffer due to its error, it is the flaw of ponykind. However that's not the case with you dear Rarity, I can trust you." Stryker looked deeply into Raritys eyes as she continued to pleasure his stallionhood.

"For a long time I've done bad things for my own well being. I've lived all my life trying to get by, manipulating other ponies and... It worked. But all of you!" Stryker raised his hooves and stared hypnotically at the ponies watching Rarity service him. "All the ponies here have changed the error of my ways." it was another endless speech. "With your tender touch I'm able to change."

Bang bang bang!

"Please Malt-House, let me in." an Earth pony bashed on the door to the horse drawn carriage, which Stryker had "commandeered". Stryker could hardly hear the pony in danger over the loud rain. "Help me, they're out here!" he bashed on the wooden door once more. "I wont disobey you again!"

"Now, let us put our passion together!" Stryker finished his ridiculous speech and every pony began to clap with hypnotized excitement, even Rarity managed with her muzzle wrapped around Stryker's shaft.

"Ahhhhhhhhh!"

***

"Octy, please can we just sleep? Killing all these freaks is really tiring." Vinyl yawned loudly trying to make it as obvious as she possibly could. "Vinyl, you were the one who said you were a better shooter than me. What happened to all that energy?" Octavia replied with a counter question.

"It's just I have a headache and my horn is killing me right now." Vinyl complained.

"Your horn hurts? What kind of pain?"

"I dunno, like someone is carving into it." without warning Octavia jumped at her knocking her over, Vinyl was pinned under her. "If you wanted to fool around ya coulda just asked."

"Shut up Vinyl, this is serious." she put her hooves to Vinyls horn. "Quick! We need a mirror or a window, something with a strong reflection." she released Vinyl from her grip at started to search through Vinyls nearby saddlebags. "You don't have anything?!"

"Well in case you haven't noticed, I really don't care what my mane looks like." Vinyl retorted. "Yes, of course." Octavia voice was muffled as she continued her search, Vinyl walked over to a nearby water fountain and lowered her head to take a drink.

"Hi!" a voice spoke from the water.

"Ah!" Vinyl jumped back and fell on her rump, her glasses fell from her eyes. "Vinyl? What are you yelling about this time?" Octavia walked over and helped her stand. "There's a ghost! In the water." Octavia approached the fountain with caution, in the rippling water she saw a lavender unicorn.

"Good afternoon, my name is Twilight Sparkle."

***

"Ah here it is!" Twilight shouted with excitement as she popped her head out of a pile of books carelessly thrown around. "You found it? Really?" Redheart trotted over to Twilight trying to avoid stepping on any of the books on the way. "Reflection Communication spell." she flipped through the pages in quick succession, after several seconds she lowered the book to the library table and out a hoof to her chin. "Hmmm" she stared at the book intensely.

"Is something wrong Twilight?" Redheart asked.

"No, nothing's wrong. I can perform this spell in my sleep, but I need to know what she looks like. And more bad news, it only works between unicorns. Is there anypony she is always near? a unicorn?" Twilight inquired.

"Yes, strangely enough there is. Her Marefriend is a Unicorn." Redheart sunk her head into her saddlebags and pulled out a framed photo, Twilight grabbed it using her magic and set it down in the desk in front of them. In the photo she saw four mares, two of which she instantly knew were Redheart and Twilight's own friend Pinkie Pie smiling gleefully.

"Pinkie Pie?"

"Yes this was taken at one of her parties, you know how she is." Redheart and Twilight laughed together for moment then she looked back at the photo and saw the other two mares on the left side, an earth pony with a grey coat who looked like she was there forcefully. Standing on two hooves next to her was a white coated unicorn with a wild electric blue mane, her forelegs wrapped around Pinkie Pie and the other mare.

"Great this is what I need, now we just need a mirror." Twilight galloped to the Canterlot library entrance to where the mirrored wall was. "Excellent."

"Are you sure this will work Twilight?" Redheart asked.

"I'm sure." Twilights horn began to glow brightly. She had the white mare imprinted on her mind, trying to visualize her in the room with Redheart and herself. In seconds a white mare appeared on the mirror wall, "Hi!"

"Ah!" the mirror turned a dark grey, only muffled voices could be heard from inside the mirror. Seconds passed and then a the earth pony from the picture twilight had seen appeared. "Good afternoon, my name is Twilight Sparkle."

"Uh... Hello?" the grey pony was confused at what she was experiencing. "I'm Octavia, you used the Communication spell?"

"Yes, Nurse Redheart and I have been searching almost all day." Twilight informed her.

"Nurse? Redheart is still a nurse? Where is she?" Octavia stared intensely at the water, looking for her friend. "Here I am!" Redheart shouted cheerfully and stepped into the mirror image almost knocking twilight out of the way.

"Redheart, you're safe. Thank the goddess, where are you? Are you safe?" Octavia managed to ask more questions than she had breath for. "I'm fine, I've traveled with Twilight Sparkle to Canterlot with her friends." Redheart was excited to talk to her friend.

"Listen, what ever you do, you have to-" A high pitched whirring noise came from the mirror as Twilight's horn glowed unintentionally bright. She could not control the magic for long amount of time on her first attempt. "Tavi?" Redheart tapped the mirror with a hoof, "Tavi? Are you still there." she tapped again and a large crack appeared on the mirror as the image of Octavia wavered and warped then disappeared.

Twilight collapsed and was breathing heavily, Redheart ran over to her and helped her up on all four legs. "Twilight, it worked. She's safe." Redheart hugged her tightly ignoring her dizziness.

***

I wonder what Fluttershy wanted to talk about? I hope it's nothing serious, her wings are still injured. Caramel stared down at the floor while walking towards her room. Well here goes nothing. He swung the door open and saw Fluttershy sitting on the bed.

"Shy? What did you want?" Caramel stepped inside and closed the door behind him, Fluttershy tapped the empty space next to her with a hoof. Caramel complied and sat down next to her.

"Caramel, we've all been relying on you through our entire journey. Your a natural born leader, I was talking with Twilight and Spike and we think it's best that you become our leader when we leave the castle." Fluttershy stared into his cerulean eyes.

"What a leader? I'm not a leader, Twilight is the smart one. Dash is the one with awesome fighting skills, even Scootaloo is...well Scootaloo is Scootaloo." Fluttershy laughed softly, then caught her breath.

"Can I tell you something Caramel?" Fluttershy leaned on his shoulder, "Even with all the events that have happened over the past few days, I never stopped believing in you. I knew you'd keep us safe from those monsters." she nuzzled deeper into his neck. "Even before this you had the worst of luck, but... Your always up for what is the right thing to do. You weren't alway a leader, but I think you are now. I made a terrible mistake choosing Big Macintosh over you, I shouldn't have hurt you." Caramel wrapped his foreleg around her and took her hoof with the other.

"I love you and I understand if you don't feel the same way, but I'll never hurt you again-" Flutershy was interrupted as Caramel pushed her into her back and pinned himself on top of her. He paused and started breathing heavily. "What's the matter?" Fluttershy asked.

"Nothing Fluttershy, you're beautiful." Caramel leaned down and his lips to hers, pressing deeply. "Ah." Fluttershy broke the kiss in pain, her wings were still hurt.

Caramel released her from his grip and sat on the bedside, "I'm sorry, I know it hurts. You should rest." Caramel sat up and walked over to the door, as he opened it he saw a cyan face pressed against air. "Dash? What are you doing?"

"Nothing!" she quickly pulled her head back from where the door would have been. "I was uh... Looking for you! Yes that's it!" she rapidly with panic.

"Okay what do you want to talk about?" Caramel asked.

"Can we talk in your room?" she looked passed his shoulder to see Fluttershy crying into her hooves. "In private?"

***

The rain was still hard across all of Canterlot, Three unicorn guards stood guarding the Fog. One of them saw a horse drawn carriage come closer with nopony pulling it, "What on Eq-"

"What is it?" his fellow solider asked. "Um. A ghost carriage."

"Ghosts?" he looked over to his direction and saw his description. He noticed a bright grey blur of color. "It's magic you mule." he nudged him as the carriage was finally close enough to them, a beautiful white mare poked her head out of the window. "I'm sorry to cause you any hassle but may we enter? We have nowhere to go and the horrible monsters wont stop bothering us." she was more than enthusiastic with her acting. Although the guards didn't care, they believed every word she said and let the carriage pass. And the white mare returned inside the carriage.

"Excellent work Rarity." Stryker laughed.

***

Today is a really... Depressing day. I messed up with Fluttershy, I messed up with Twilight. Dash just wants more meaningless sex. But I just want to leave.

"Is it true?" Fluttershy busted open Caramels door. "Is it Stryker?" She ran off after seeing Caramels body close against Rainbow Dash's. "What?" Caramel asked as he quickly jumped out of the bed and ran after her. Rainbow Dash ignored it and simply rolled over under the sheets, attempting to sleep. After several seconds she shifted her body again, "Ugh... Fine." she said to herself. After getting out of bed she spread her wings and flew straight downstairs landing next to Caramel. Fluttershy held her rifle she received from Spike in her hooves. Bayonet pointed at Stryker Malt-Houses face. "You've got some nerve coming here Stryker. Do you know why I'm pointing this at you?"

"Fluttershy dear, put the barbaric spear down." Rarity said from Stryker's side. "No Rarity, this Stallion is a menace, right now nothing is stopping me from killing him right here. He manipulating you just like he did to me years ago."

Wait Fluttershy did what?

"Please Fluttershy I assure you I have changed my ways, I not that stallion anymore. I know I treated you badly all those years ago, but Rarity has made me realize the error of my ways." Stryker let out a struggled noise as Fluttershy raised the blade closer to his face piercing his skin, a thin strand of blood ran down his cheek.

"NO, I won't let you manipulate and rape ANYMORE!" Fluttershy was furious.

Rape? Oh Fluttershy, I'm so sorry I didn't know.

"THEN KILL HIM!" Luna approached out of nowhere like she tended to do lately. "IF YOU WISH, KILL HIM!" her voice was loud as usual. Caramel stepped forward to stop Fluttershy, only to be held back by Rainbow Dash. "Dash! Let me go!" he shouted.

"No, she has to make this decision for herself." Rainbow Dash gripped him by the hoof.

"Fine! Go ahead and kill me. I welcome it, but remember that your actions will haunt you for the rest of your life."

Fluttershy struggled as tears fell from her eyes, unable to commit, she lowered her weapon and walked back towards the marble staircase. "Are you sure you have made the correct decision?" Luna asked.

"No, I can't. He is not worth killing, he can suffer with the monsters."

"LEAVE STRYKER MALT-HOUSE, TAKE YOUR FOLLOWERS WITH YOU! OR I WILL BANISH YOU TO THE SUN MYSELF!" Luna's command was final, banished from Canterlot. Stryker breathed heavily as tears dropped his face, he walked over to the magically powered carriage and stepped inside. Rarity and the other survivors followed him and the carriage simply vanished into the fog.

***

Several hours later Fluttershy stood outside the palace balcony and stared into the horizon, the rain had cleared and the sun could be seen through the fading clouds. Caramel slowly walked up to her as she watched the sunset, "Im proud of you Fluttershy." he wrapped his foreleg around her. "it was very brave what you did today."

"Thanks Caramel." Fluttershy leaned in a kissed Caramel sliding her tongue in gently and caressing his own.

So far I've managed to mess up so many things. My luck is simply the worst. But even with all the guns or swords in the world couldn't protect us from what was happening. Armageddon.

To Be Concluded...

Chapter 12. The Final Spell.

If one week ago you asked me if I cared if I lived or died, I wouldn't have cared for one single bit, not even a million bits. But then the Zombies came. Now? I want to live, I have to protect the ones I love.

"SURVIVORS OF EQUESTRIA! GATHER ROUND!" Luna command to her subjects as Celestia stood beside her, hundreds of ponies obeyed her word and stood at the front of the concrete slab she was stood on. Once again on her hind legs, standing where a statue used to be. "WHEN CELESTIAS SUN SETS WE SHALL BEGIN THE FINAL SPELL AND RID THE WORLD OF THESE MONSTERS!" The crowd around her cheered and clopped their hooves on the stone ground.

"This is it." Twilight said quietly to the rest of her friends. "After this is done, we are leaving." She looked into Caramels eyes, knowing he was thinking the same. Everypony stared at what could possibly be the last sunset they would ever see. Fluttershy, Redheart and Twilight stood on either side of Caramel, Rainbow Dash was hovering gently beside Fluttershy and Spike sat on Twilights back.

Minuets passed with painful suspense. Caramel looked deeply into all of his friends eyes once more before staring back at the fading light. Well this is it. He thought, and with that, the sun set and darkness surrounded them quickly, unicorn guards began lighting candles using their magic and placed them around the area to make light.

"THE SPELL SHALL COMMENCE!" Luna shouted at the top of her voice. Luna and Celestia stepped to the middle of the concrete slab and faced each other, both of their horns were glowing softly. "Twilight, the Elements please." Celestia said. Twilight cantered over and placed all six Elements in the middle of the chalk drawn circle. Honesty. Kindness. Laughter. Generosity. Loyalty and last of all Magic. "Good luck Princess." Twilight nuzzled her teacher before returning to a safe distance for observation.

Celestias horn lit up with a cracking white light, almost blinding. Luna did the same as the bright light was darkened with a mixture of her own aura. The two Alicorns looked at each other and nodded, both stepping forward they touched their horns and a crack of lighting was sent in all directions, a bolt of lightning almost seared Twilight's mane. The six Elements floated into the air between them and slowly started to spin around clockwise.

Twilight stared in amazement, she had never seen a spell this advanced ever before. A bright light was replaced by complete darkness flashing back and forth uncontrollably, she could almost taste the static poisoning the air around her.

After several flashes of light and dark aura, a large bolt of blue lightning shot up into the night sky lighting it up as it were daytime. The two Alicorns stepped away from each other and halted the magic flowing through their horns, the lightning bolt exploded in the sky as a field of magic swept over the night clearing any clouds in its path. "Star Swirls Fog." Twilight said to herself.

Something is wrong.

Caramel and the others cantered up to Twilight. "Stay back!" she shouted as she collapsed to the ground, But caramel ignored her and ran to her side. She turned over to face him her violet eyes were glowing white, "No, get back." she was clearly in pain, Caramel looked over to Celestia and Luna they both lied on their stomachs exhausted. He turned his feild of view to the crowd surrounding them, it wasn't just Twilight in pain... It was every unicorn. "Twilight?! Can you hear me?" Caramel said with worry.

Twilight's horn lit up brighter than Caramel had ever seen, every unicorn did the same. "Twilight?!" He shook her flailing body harshly. Suddenly her horn exploded with powerful magic sending a pulsing force waving around her, Caramel lost his grip and was thrown several meters away due to the powerful force. He sat up, ignoring the pain in his back and stared at her, a second passed but Caramel didn't know how long she was in pain for. Then... She just collapsed.

***

"They're a bunch of Gryphons! What do we do now?" Stryker was angry, almost getting his throat cut by Fluttershy didn't seem like such a bad idea now. "Stryker darling we will be fine, we just have to find somewhere else to be safe." Rarity replied. "Rarity my dear, Canterlot Castle was our safe haven. I could have convinced them if not for Fluttershy. You could have been my Queen Rarity!"

"Queen?" Rarity eyes showed small glimmers of sparkles. She wrapped her hooves around his shoulders and whispered into his ear. "Being a Queen sounds really nice."

"Yes well, Fluttershy told everypony what I did to her, we can never go back."

"Stryker? You didn't really take advantage of poor Fluttershy did you? She was still a young mare, barely out of school."

"I did Rarity, I manipulated her like I did you and then, I raped he-"

CRACK! RUMBLE! CRACK!

"What was that?!" Stryker's horn stopped glowing and his carriage came to a slow stop, Rarity stepped out and looked around her. She didn't see anything that could have made the noise, until she looked up to the sky that is. A gigantic bolt of blue lighting lit up the night sky. "What is it Rarity?" Stryker called out from inside the carriage.

"Lightning?" she said, not knowing what it was. Stryker stepped out of the carriage to identify the cause of the sound. "Ah!" Rarity cried in pain as she put a hoof to her head.

"Rarity? Are you ok?" Stryker asked.

"AH!" Rarity's pain grew intensely, Stryker saw her lovely azure eyes light up pure white, the same color as her coat only brighter. "Rarity?!" She collapsed. Stryker ran to her side, lifted her onto his back and returned to the carriage. Stryker could feel his own pain growing inside his head, he tried to ignore it as he set Rarity's body down. "Rari-ah!" he put his hoof to his head feeling pain throbbing inside him, he eyes started to water as he realized what just happened to Rarity was happening to him. Rarity was gone, dead. The breath of life was taken from her elegant body. Stryker wiped a tear away from his glowing white eyes. "I'm sorry Rarity."

A surge of magical energy exploded from both of their horns rippling the carriage around them, wood began to splinter and crack. The force was so powerful that the roof was blown off into the sky, crashing in the stone road a few meters from them. Stryker collapsed to Rarity's side, joining her in death.

***

Every unicorn amongst the survivors collapsed just as Twilight did, Caramel stumbled slightly as he galloped over to her body and put his head to her chest. She's not breathing! Caramel panicked and did the only thing he could do, he took a deep breath, leaned over her, locked muzzles and began blowing air into her lungs, then pounded his hoof on her chest with a harsh thud.

Immediately, Twilight convulsed and rolled onto her side. Choking and coughing, she desperately tried to take in as much air as she could. "Twilight? You're okay!" Caramel hugged her tightly, "I thought I had lost you." she returned the hug with equal passion. The rest of her friends galloped over as well, joining in a group hug. Twilight struggled to stand on all four legs.

"Be careful." Fluttershy said as she held her hoof around Twilights shoulder. "I'll be fine, but I can't say the same for every other unicorn." Twilight looked around her, where unconscious unicorns laid in the dirt, sure enough almost every one of them were all dead. Twilight counted six other unicorns who managed to cheat death, six. Six out of hundreds.

"I told you it wouldn't work." Twilight said as she nuzzled Caramel gently. "Yes, I should have believed you from the beginning Twilight." he returned. Twilight walked over the the chalk circle where two exhausted Alicorns rested. "Princess, it failed. Star Swirls Fog is gone."

"I know Twilight," Celestia panted. "I'm just glad your okay, my faithful student." she lifted her head towards Twilight, anypony could easily tell she was very weak. "It's not safe here now. You need to escape and find safety."

"Escape? You just killed millions of unicorns around the world." Twilight was furious. "I wanted to leave here all along. I didn't even get a chance to see if my parents or my brother are still alive, and you just killed them." tears streamed down her face as Caramel hugged her close.

"GRRRRR"

Twilight looked into the distance where the fog used to be. Thousands upon thousands of groaning dead slowly walked into the Castle grounds, guards left and right were doing all they could to kill as many as they could but with little success. A low cough came from Luna as she stood up on her hind legs and placed a hoof to her side where her blade was kept. "Well dear sister, this is it. We make our stand HERE!" she ended her sentence in a shout as she drew her steel blade and pointed it forward, it was still stained with scarlet blood.

The guards were over powered by the cantering dead, there was just too many for them to fight off, all the guns in Equestria couldn't do a thing to help them right now. Caramel heard loud screams of pain as the guards were slowly killed off and eaten. "Everypony get back!" Caramel shouted, everypony followed his example and galloped towards the castle as fast as they could.

"Get your flank to the castle!" Caramel shouted to a hesitating guard. Caramel aimed his gun and shot it directly at the approaching horde, knocking out 4 hungry attackers. "Nice work Caramel!" Spike shouted from a distance as he too started to shoot at the attackers, before coming face to face with a drooling pony.

"Ha!" A rainbow blur crossed Spikes path and sliced the dead pony in half, "Thanks Rainbow." he aimed his gun and resumed shooting. Fluttershy passed behind, supporting Twilights weak body on hers, Scootaloo followed with Winona.

"Well Luna, now we take action." Celestia said to her sister who had her blade raised. "Indeed we do." Luna's horn glowed and another blade appeared out of thin air, it floated over to Celestias hooves. "Celestia you have been a good sister to us." Luna ran forward with great speed and started to hack into the rotting flesh that was closing the distance between them.

***

After what seemed like a lifetime of battling the dead, eventually everypony made it to the grand castle staircase, Luna, Celestia and Twilight had all regained their strength and were ready to fight once more. "Well, Twilight Sparkle. If you and your friends are planning to escape, now is the best time to do so." Luna's said.

"Yes Princess." she nodded and galloped off towards where the green camouflaged vehicle they had 'borrowed' in Appleloosa had been parked, Caramel and the others followed her. "Gear!" Spike shouted, a brown coated Earth pony with a blond mane pooped his head out of the bonnet of the vehicle. His cutie mark was two interlocking gears, across his coat were smears of black, a result of tinkering with Octavias vehicle.

"Spike? Just in time. This baby's almost done, maybe about 5 minuets." he threw his wrench into the air, it spun around as he caught it in his other hoof. "Okay, we'll fight them off."

The dead ponies were gaining on them, getting closer and closer with every passing second. Caramel, Fluttershy and Spike all fired their guns upon the horde, but they kept getting closer. Rainbow Dash stood back on her hind legs and withdrew her Katana, within seconds she flapped her wings and charged into the horde, slicing ponies in halves with swift succession. Winona barked wildly as Scootaloo cowered behind Redheart, a blood soaked Pegasus grew closer to them. "Woof!"

"Redheart!" Twilight ran over to them with the gun Spike had given her, she pointed it at the back of its head and pulled the trigger. The headless Pegasus fell to the stone ground as blackish red blood pooled around its lifeless body. "Quick! Get in the car!" Twilight's horn glowed and the doors to the vehicle opened.

Caramel and Spike continued to shoot at the horde, One had gotten too close and pinned Fluttershy, she was helpless she couldn't move, the zombies strength was to great to complete against her own. A multi-colored blur ran past her knocking the zombie over as it sprayed blood from its neck. "Fluttershy! Get to the car!" Rainbow stood over her and raised her sword.

Everypony was in the vehicle except Caramel and Spike, who were still firing at the approaching horde. "Caramel! Get in!" Redheart shouted from the drivers seat.

"Spike! We gotta go, now!" Caramel stopped shooting.

"Right!" Spike jumped into his back and Caramel galloped back to Redheart and the others. Only twenty to thirty zombies remained in the vehicles path to escape, Caramel and Spike had both set themselves on top of the hatch, pointing their guns.

"Redheart! Go!" Gear said as he slammed down the bonnet. Redheart nodded to him and slammed her hoof down on the peddle, sending them forward with great speed. The huge vehicle plowed through the dead with great ease, dead bodies were sent flying in all directions. They were close to where the Fog Barrier used to be, Twilight looked out of her window and saw the two princess' fighting off the dead with only a sword each. Luna hacked into every hungry attacker while Celestia mostly used her magic to throw dead ponies at other attackers, even though she had a carbon copy of Luna's blade. Twilight knew this would be the last time she ever saw her life long teacher.

The further away they got from the castle, the closer they grew to another blockade. Fluttershy peered throught the glass and instantly recognized what was blocking their path. "Stryker's wagon thing!" and sure enough Rainbow Dash ducked out of the hatch once more to take in a clear view, knocking Spike out of the way on purpose so she could get closer to Caramel. "It's his carriage."

The wooden carriages roof was missing and wood splintered out in very direction as if an explosion had come from the inside, although nothing was charred, not even seared. As they passed by Twilight looked out of her window to see it. She saw two unicorns lying together, it was her friend Rarity and her lover Stryker Malt-House. Their death was a result of the failed spell Luna and Celestia had preformed.

***

Soon enough they came to a large open stone road, hundreds of zombies littered the road, not as many that had attacked Canterlot but enough to stop they vehicle from driving into them. "We've got company." Redheart said. Twilight let out a small cough and Caramel took the hint.

"Alright!" Caramel raised his gun, Rainbow Dash stood up straight on her hind legs, flapping her wings. Spike also pointed his weapon at the walking dead.

"It's time to end this road trip, with a bucking bang!"

You always wonder how things will end. And you imagine all the scenarios in your head... But every single one you thought of? You were dead wrong. Because life... Even among the dead, life keeps going. This is the way the world ends. Not with a bang but a whimper.

THE END.

Authors note.

Hello, my name is Chris. You have just finished reading this cross over fiction, congratulations! This is my 2nd MLP fiction. If you wish to read the first then feel free to, however the first was lost. I don't have any copies of it, and the last copy that was stored on my google cloud server was destroyed due to a server crash. Some people might have a copy but it is incredibly rare to find.

A lot of people asked me why I decided to put guns in this alternate universe. Well the answer is in your own question, it's an alternate universe. It's not 100 percent true that guns exist in Equestria, even though Rainbow Dash says "Faster than a speeding bullet." in the episode 'May the best pet win.'

And who knows maybe I'll add another bonus chapter with plenty of explicit Caramel/Everypony. Just as a joke. Still I don't even know when this chapter will go up. My internet is being really shitty right now. I am starting a 3rd fiction, on which I plan to cameo Stryker Malt-House somehow, so you may get to read more about that abusive rapist.

Catch you later.