This Explains A Lot

"No pony here."

"No pony here."

Pinkie looked back at the Cake Twins sticking out of her saddlebags. They were facing away from her, staring out at the ruined city below. She took a quick glance over the roof top she was standing on. "Hey! I think I can see Ponyville from here!"

Rainbow Dash hovered over to Pinkie's side. "I don't see anything." Rainbow Dash shrugged. She wasn't worried about falling off the skyscraper for obvious reasons, and she didn't see any zombie pegasi, but one wrong slip and Pinkie could easily fall. Bah. I'd catch her. No question about it. Rainbow Dash grinned, but her expression softened as she turned her attention to the Cake Twins. But, would I be able to get to them in time....What I am I saying? Of course I can! Rainbow Dash flew in a circle, reassuring herself that she could get the job done.

"And there's Manehattan!"

Rainbow Dash bumped into Pinkie to get a good look. "Where!"

"There!" Pinkie pointed her hoof off in a northern direction. Rainbow Dash had to squint her eyes to get a good look. The mountain range was blocking most of her view of the horizon beyond.

"I can't get a good look from here." Rainbow Dash took off into the air, flying a dozen yards away from the building. From here she was able to see a large number of still intact buildings between a gap in the mountain range. As she hovered high over the city, her eyes began to wander. The debris from the landslide covered the streets, and thankfully any zombies still around were buried underneath. As she continued looking around, she spotted what looked like a zeppelin parked several miles away. "Hey Pinkie!"

"What!"

"I think I see something we can use!"

"You what!"

"I SAID I SEE SOMETHING WE CAN USE!"

"WHAT!"

Rainbow Dash face hoofed. She's doing this on purpose. Rainbow Dash lowered her hoof and took a breath. As she started fluttering back towards Pinkie, she noticed Fluttershy through one of the windows of the building, running away from a herd of zombie ponies. "Hey, Pinkie. Fluttershy's in trouble!"

"No way! Where!" Pinkie arched her neck downward to get a better look. Maybe it was because of fatigue, or maybe it was a lack of attention, but either way, her forehooves gave out. Pinkie let out a loud yelp as she hit the side of the building. Rainbow Dash couldn't tell what was stopping her from falling, until she got closer. Surely enough Pound and Pumpkin were hanging onto Pinkie's hindlegs, struggling to hold their guardian up.

"Don't!

"Fall!"

Rainbow Dash picked up speed, grabbing Pinkie's forelegs to help support her. "Good job you two." Rainbow Dash said proudly. After helping Pinkie back onto the roof, Rainbow Dash's attention turned to the hatch leading back into the building. Fluttershy scrambled out onto the roof top panting heavily. "Fluttershy! What happened!"

Fluttershy didn't stop panting. Rather she pointed back towards the open latch. Rainbow Dash and Pinkie took a peak inside. The floor below was completely covered by a large mass of zombie ponies.

"We can't go back that way." Fluttershy gasped.

No kiddin'. Rainbow Dash casually shut the hatch. "Don't worry. You and I got this." Rainbow Dash reassured, flapping her wings.

"You hear that Pound and Pumpkin? We're going for a ride!" Pinkie exclaimed. Rainbow Dash wrapped her forelegs around Pinkie's body, lifting her off her hooves. The Cake Twins cried out in joy as Rainbow Dash started flying. Fluttershy fluttered after her friend, her eyes fixated on the Cake Twins.

"Um. Rainbow Dash? Maybe I can....maybe hold the Twins?" Fluttershy held out her forehooves. "I mean. So you don't have to take all the weight?"

"Their not heavy. Their my kids!" Pinkie chimed in. Rainbow Dash shook her head before facing Fluttershy.

"Nah. I got this. I'm not interested in straining you too." Rainbow Dash explained. Then she got another idea. "Actually there is something you can do. Let Twi and the others know we found something."

Fluttershy dug her hoof into the roof. "I can't. I lost my Cutie Signal down there." She muttered. Going back to get it would be a terrible idea now, so she started thinking of alternatives. "S-should I go look for them instead?"

"Yeah go ahead. We'll get the air ship up and at it." Rainbow Dash replied. Pinkie looked up at her friend.

"We probably shouldn't split up." Fluttershy noted.

Pinkie reached into her saddlebags. "Did I pack my Cutie Signal?" She asked herself. A pair of bottles filled with milk, two bibs, and Pumpkin's purple octopus plushie but there was no sign of her Cutie Signal. "Oopsie. I guess not."

Rainbow Dash groaned. "Look. You got a straight shot to the train station. You should be fine."

"But Rainbow..."

"Fluttershy. Look at me." Rainbow Dash grabbed Fluttershy's face. "I wouldn't make you do something I wasn't willing to do myself." Although she only stared at Fluttershy for a few seconds, it felt like hours. As she let go of Fluttershy's face, Pinkie popped up, taking Rainbow Dash by surprise once again, giving Fluttershy a big hug.

"I believe in you!" Pinkie exclaimed. Pinkie's excitement made her grip so tight Fluttershy found herself gasping for air.

"Pinkie...." Fluttershy sputtered. Pinkie quickly released Fluttershy. "Guess I don't know my own strength."

"Sure, Pinkie." Rainbow Dash muttered to herself. "But seriously, good luck." Rainbow Dash smirked. Doing her best to overcome her nervousness, Fluttershy eventually took off towards the train station. Rainbow Dash exchanged glances with Pinkie. "What? She'll be fine."

"I know. That's why I said 'I believe in you'." Pinkie replied.

Applejack gave a large rock on the debris pile a strong kick, knocking it into the air. "Whewie. That took forever. Go ahead Twi!" She called out. Twilight took a step forward, extending out her wings. Reaching out with her magic, Twilight grabbed the engine and pulled. As she gritted her teeth from the strain, sparks started flying from her glowing horn. Spike and Rarity had to leap out of the way to avoid getting hit.

"Watch it!" Spike exclaimed. Twilight didn't give a direct answer, instead letting out a loud groan. Raising her head high, her groan turned into a scream as the train started to move.

I've lifted heavier things than this. What is going on? Twilight thought to herself. Her vision shifted to the debris pile, which reached the top of the train station. Perhaps we haven't moved enough debris.

Rarity locked her jaw. She inspected the debris at the top of the pile. A small rock fell from the top of the pile, followed by another. And another, and another. "Applejack! Watch out!"

Applejack looked up, leaping out of the way of the falling rocks. Twilight canceled out her spell, making the engine clang against the rails. The debris began to shutter before the rocks started tumbling down. "All of ya! Move!" Applejack pointed forward before bolting out the train station. Thought Twilight and Spike were able to keep up, Rarity could not.

"Rarity!" Spike cried. Rarity's heart pounded hard, which took most of her attention away from her surroundings. Failing to notice a broken tile on the floor, Rarity's peg leg broke as she came into contact with it, making her collapse to the ground. "NO!" Spike spun around and ran up to Rarity's side.

"Spike! What are you doing! Run!" Rarity ordered. Ignoring her, Spike lifted Rarity into his arms.

"Not without you." Spike only managed to take a step forward before a rock hit him in his new wings. The pain forced Spike to drop Rarity, collapsing to the ground himself. "Rarity! Run!"

Rarity struggled to stand. She wasn't used to walking with only three legs, so she had to go much slower than usual. Picking up Spike with her magic, she gently ran a hoof across his chin. "Not without you."

Spike's heart leapt, his eyes widened in surprise, and his wings sprung open. "I-I don't..."

"Hush, Spike. Now is not the time." Rarity interrupted. She struggled to move forward. I suppose I should be grateful we are far enough away. She thought to herself. The sound of a spell being activated compelled Rarity to look up. Their was still debris above her and Spike, though it was being held in place by a purple aura.

Twilight and Applejack were still in the entry way of the train station, Twilight's horn glowing as she held the debris up with her magic. "You're almost there!" Twilight exclaimed. Spike took a sigh of relief as he and Rarity finally reached the entry way. Applejack reached out a hoof to help Rarity balance herself.

"Ah gotcha. Just follow me." Applejack walked backwards in front of Rarity while Spike guided her, until all four of them were out in the streets. "Twi, thar clear!" Twilight's horn stopped glowing, and the debris collapsed onto the floor of the train station with a loud thud. Twilight and Rarity collapsed to the ground, both taking a sigh of relief.

"That. Was a waste of time." Spike said to no pony in particular. He flapped his wings to try and make the pain go away. "Hey Twilight, you think preening works on dragon wings?"

Applejack's expression darkened. "Ya'll might wanna worry about that some other time."

Rarity wobbled over to her friend. "What ever do you....mean.... oh." Rarity felt her heart shoot up into her throat. Off in the distance, following the train tracks leading into Fillydelphia, was a massive herd of zombie ponies. So many zombie ponies that Twilight couldn't see anything behind the herd.

"Not again." Spike face palmed. "Haven't we had enough trouble for one day?"

"Doesn't look like it. Move!" Twilight ordered. "There's got to be somewhere we can wait them out in the city." I hope. The four friends glanced around the area around the train station. Applejack climbed up the debris covering the streets. Twilight hovered in the air to get a better look.

"See anythang?" Applejack asked. Rarity struggled to climb up to Applejack's side. Spike held up Rarity's stump so she could balance herself, but his eyes were only on the approaching herd.

"Chief Thunderhooves was right. Trains attract zombies!" Spike exchanged glances with the others, who were not pleased with what he said. "I'm just saying!"

"Pretty sure the avalanche had somethin' to do with it too." Applejack noted. Rarity poked Spike in the ribs to get his attention.

"Spike! Spike!" Rarity grabbed Spike's face. "Spike!"

"Wha. What?"

"I need you to pay attention. Please." Rarity's breathing became heavy as she and Spike locked eyes. "Spike." Rarity felt her hooves lift off the rocks, as Spike pulled Rarity into his arms.

"I'm all over it." Spike promised.

After reaching the first intersection of the street, Twilight noticed an open window on an apartment building on the other side of the four corners. Since the debris was at least four stories tall, that meant using the now buried entrance was not an option. "Guys! I think I found a safe spot!" Twilight stood by the open window. But as the four friends reached the open window, they were able to get a better look, revealing a zombie pony trapped under an upside down sofa.

"Because of course that happens!" Spike roared. In a panic, Twilight slammed her forehooves against Spike's mouth to keep him from screaming again. She looked over at the herd off in the distance.

"Maybe we should keep looking." Twilight muttered.

Rarity glanced over at the zombie pony inside. "I would prefer we take our chances with one zombie pony over a thousand." Rarity examined the cracked window frame. "Perhaps if some pony could get inside and take care of our unwelcome host, so it would be safe for the rest of us."

Spike let out a gradually worsening groan. "Alright I'll do it."

Rarity shook her head. "That's generous of you, but I was referring to myself." Rarity placed a hoof on her chest. "I am the most slender between the four of us, so I can squeeze in this gap and deal with the one inside."

"Rares, ya've already been bitten once. Ah'm not lookin' forward to seeing that happen again." Applejack argued. Rarity's brow crinkled in irritation. "Rarity...."

"We don't have the time to argue. Twilight, darling, you agree with me, don't you?" Rarity asked. Twilight's attention was still on the herd.

"No!" Spike snapped. "We'll find somewhere else to hide!"

"That's not an option, Spike." Twilight spun round to face Rarity. "Just be careful."

"WHAT!" Spike and Applejack exclaimed in unison. Rarity bent down towards the window.

"I know all about being careful." Rarity uttered before climbing inside. Fear gripped Spike's entire body. He couldn't bear the thought of Rarity in trouble, and got down on all fours.

"Spike what are you doing!" Twilight exclaimed. Spike ignored her, putting a claw on the window frame. From his angle he was able to see Rarity on top of the sofa. From what he could tell, it looked like she was trying to crush the zombie pony underneath by adding her own weight onto the sofa.

"Rarity!" Spike called out to her. Rarity motioned over to the young dragon. "You think its safe?"

"As safe as I can make it. I suggest you hurry though." Rarity replied. Spike scrambled into the ruined living room, followed by Twilight and Applejack. Twilight slammed the window closed with her magic while Applejack stomped on the zombie pony's head.

"Better safe than sorry." Applejack noted. Rarity slumped off the sofa. As far as she was concerned, that was very appropriate.

Twilight glanced around the counter into the adjoining kitchen. The fridge had collapsed, and some debris from the avalanche had made it's way through the small window above the sink, but fortunately she saw no sign of another zombie pony. "It looks clear." Twilight trotted back to her friends, who were flipping the sofa right side up. "But we can't stay here."

"Right. Rainbow and the others are gonna be wondering what happened to us." Applejack paced back and forth. "And they ain't gonna be thinkin' the best when they see all them trotters outside."

"Yeah but they would at least look for us." Spike added.

"Perhaps they will get a good view of us from the roof?" Rarity suggested. Twilight nodded in agreement.

"Good idea. It's probably the safest place right now." Twilight made her way to the apartment exit. Assuming there are no pegasi in the herd. She took a glance around the hallway outside. "Clear." She whispered back to her friends. The group slowly made their way out of the apartment. Spike made it to the elevator on the other end of the hall first.

There better not be another zombie inside. Spike thought to himself. He nodded at each of the others as they waited for the elevator to arrive. The wait was getting more and more intense, which wasn't made any better with Spike's heavy breathing. Applejack spun around, ready to kick with her hind legs. Twilight and Rarity's horn's glew, preparing to case a spell. Spike wiped sweat from his brow. With a ding, the door opened, revealing a dead unicorn lying in the corner, its stomach ripped open, its guts spilling out. Twin blasts from Twilight and Rarity blasted a pair of holes in the unicorn's head.

"I suppose it is for the best. Given the alternative." Rarity noted. The ride up to the roof was awkward to say the least. None of the four friends said a word, instead staring at what was left of the dead unicorn. Twilight exchanged glances with her friends before approaching the unicorn. Using her magic, she lifted the unicorn's neck up.

"Twilight, I'm pretty sure we stopped it from coming back." Spike said. He locked his jaw, noticing Twilight's eyes widen. "Twilight?" Spike took a step forward. He placed a claw on his eyes in grief.

"What is it?" Rarity asked. Spike pointed at a third hole in the unicorn's head. "Oh. Well then."

Applejack folded her forehooves. "We couldn't tell earlier. Better let not to take the chance."

"Yes..." Twilight laid the unicorn's head back down. "But then who killed this pony?"

Before any of the others could respond, the elevator reached the top floor. Applejack shrugged. "Here goes nothing." However the group was more than relieved when the elevator door opened.

"Fluttershy!" They all cried together. Fluttershy smiled at the sight of her friends.

"Twilight! Rarity! Applejack! Spike! thank goodness you made it." Fluttershy exclaimed as loudly as she could, which was admittedly slightly above what most ponies would call a normal conversational tone.

Twilight took a step forward. "You saw us?"

"Yes. I thought I could get to you from up here."

"Well good on ya." Applejack trotted to Fluttershy's side. "But ya want to tell us what happened to Rainbow and Pinkie?"

Fluttershy shook her head in worry. "I didn't want to go alone. But they said some pony needs to tell you what is going on." She looked back at the hallway she was standing in. "We found an airship."

Spike pumped his fist. "Sweet. No way the zombies can follow us with one of those."

"But I didn't want to leave them! You said splitting up was a bad idea!"

"It...is." Twilight said. She glanced around the hallway. "Lets try not to let it happen again."

"Oh absolutely. I hated flying around by myself. When I saw the train station I...I..." Fluttershy stopped herself, lowering her head, letting her mane cover her face.

"Fluttershy. It's ok. We made it out just...." Twilight began to say, but started to feel a little light headed. Realizing her friends were staring, she shook her head to regain her composure. "We survived. That is what's important. Now take us to this air ship."

"Ok." Fluttershy trotted over to the end of the open window at the end of the hallway. A huge smile appeared on her face. "Look!" She called out to the others. They gathered around the window, where a huge balloon with a passenger basket was passing by. Pinkie poked her head out the basket and waved at Fluttershy.

"I knew you could do it!"

Rarity glanced at her stump before taking one final look at Fillydelphia, before it disappeared over the horizon. Spike put a claw on her shoulder.

"Rarity, talk to me." Spike pleaded. Not wanting to look unrefined, Rarity flicked her mane to regain her composure.

"You have nothing to worry about, Spikey. I am as fine as I can be. Given the circumstances." Rarity turned her attention to the rest of the Mane Six, all of whom were staring at her. "I mean it. Truly."

Rainbow Dash scoffed. "Yeah. Who here believed that?" Twilight, Applejack, Pinkie and both of the Cake Twins immediately raised a fore leg in response. Rainbow Dash looked over at Fluttershy. "You didn't?"

"Well...." Avoiding the question, Fluttershy turned to Rarity. "You have been quiet since we left."

Rarity closed her eyes, smiled, and let out a little giggle. "Its a little silly. You don't need to know about it."

Pinkie slinked over to Rarity, putting a fore leg around her friend. "You can tell us anything. Nothing is too silly for us."

Rarity blushed. "I don't know about that. I mean, after what Fancy Pants has done, my missing leg is hardly worth worrying about. Going back and getting my old leg has no reason to be a priority." She waited a minute, expecting at least Pinkie to start laughing. When neither she nor any of the others did so, she spoke up. "You don't find that sentimentality silly?"

Rainbow Dash shrugged. "Hey it's not like you lost your horn. Or I lost my wings or something like that. You can still walk. Eventually."

Spike sat down in the corner of the balloon. "Yeah. We don't need to worry about that. Or Fancy Pants." Spike started muttering under his breath.

"Um, Spike?" Twilight asked. Spike faced away from the group and muttered again. "Spike. What did you say."

With a groan, Spike spun around to face his friends. "I said 'Because when I find Fancy Pants, I'm gonna kill him." Spike snorted. Rarity blinked twice, Spike's grim expression and tone was flat out scaring her.

"Spike. We can't just go around killing ponies." Twilight noted. Spike folded his arms.

"We've been doing that for weeks." Spike leaned against the side of the basket. "What makes Fancy Pants any different?"

"Because he is a living pony." Rarity argued. "Ponies are not those horrible creatures."

"He flooded a whole city and buried another!" Spike turned away from his friends. Smoke billowed from his nostrils as he took several breaths. "That's even worse. What's stopping him from being a horrible creature too? It didn't stop Cherry Jubilee."

Applejack tossed her hat to the floor in frustration. "Hey! Let's not talk about her shall we?" She snapped.

"And what about Bulk Biceps? Most ponies don't go around killing foals because they can't control themselves!"

Fluttershy had to hold her hoof over her eyes for a moment. "I-it's more complicated than that."

"My point..." Spike grumbled, stomping his foot. "Is that the zombies have some competition in the 'horrible creatures' department!" Spike slumped down the the floor of the basket. The Mane Six were quiet for a long time. Occasionally some pony would take a glance at Rarity's stump or Spike, but would quickly look away.

Somepony say something. Pinkie thought to herself. Please?

Twilight found herself lost in thought. She looked over at Applejack, who was pacing back and forth. Applejack was... hurt....by Jubilee. She then turned her attention to Pinkie, who was cradling the Cake Twins in her forelegs. Pinkie almost lost her head..... Twilight started to sweat as she looked over at Rarity's stump. And Rarity lost a leg. The skin under her fur felt clamy as she thought back to her nightmare. Please. Please oh please oh please. Let this be a coincidence.

Rainbow Dash let out a huge yawned. "How much farther is Manehattan?" She asked. Fluttershy looked out over the horizon. From what she could tell, the green speck miles away was the Manehattan statue. "Look out!"

Before Fluttershy and a chance to respond, Rainbow Dash pulled her down to the floor of the basket. And just in time too, as a firework flew into the basket and exploded.

Rarity coughed as the smoke billowed throughout the basket. "What in the world just happened?"

Pinkie glanced over the edge of the basket. A gigantic smile appeared on her face as she caught a glimpse of two brown specks on the ground below. "OHMYGOSHICAN'TBELIEVEITTHISISAMAZING!" Pinkie bolted towards the balloon controls in the center of the basket and slammed the throttle down, forcing the balloon down to the surface as fast as it could.

Unaffected by the smoke, Spike walked through the cloud so he could get a better look at the grassy plain below. "Pinkie. What's going on? What did you see?" Spike asked. But Pinkie was too excited to answer properly. Spike took another look at the surface. He could make out two distinct figures standing by a wooden cart filled with fireworks.

"We see you!" Spike called out to the two. "Don't shoot another..." Spike abruptly stopped as another firework came flying towards him. Thinking quickly, he swatted away the firework once it was within his reach.

"What's the big idea!" Rainbow Dash hovered out of the balloon, shaking her hoof at the two figures. "Are you trying to get us killed!"

Pinkie couldn't contain her excitement any longer, and leapt out of the basket, despite still being ten feet above the surface. Twilight and Rarity appeared by Spike's side on the edge of the basket.

"Pinkie! You ok?" Twilight cried.

"You can not do such things while still holding the Twins!" Rarity added.

Pinkie ignored the stinging pain in her legs as she stood up. She readjusted her saddlebags, which still held the very shocked Cake Twins. "See? We're a-ok!"

"Lets go!"

"Again!'

A warmth ran through Pinkie's chest. That's my kids. She thought to herself. Twilight and Rainbow Dash guided the balloon down to the surface, Pinkie bolted towards the two figures in the distance.

"Is that Cranky and Matilda?" Fluttershy asked. Twilight and Rainbow Dash looked over at Pinkie in the distance. Surely enough she was giving the two elderly donkey's a big hug.

Feeling his lungs compress from Pinkie's strength, Cranky knew he had to say something. "Yeah. We. Missed you too, Pinkie." He sputtered. Matilda looked over Pinkie's shoulder at the Cake Twins.

"Pinkie. Are those the baker's children?"

Pinkie's eyes widened. Her mane slightly "deflated" as she let go of Cranky and Matilda. "Yes." She muttered, closing her eyes. While Matilda was distracted by Pinkie's mane and coat color dulling, Cranky turned his attention to the rest of the Mane Six and Spike as they approached.

"I'm guessing you want an explanation for.... sweet Celestia on a pogo stick!" Cranky pointed to Rarity. "What happened to you!"

"W-we didn't do that did we?" Matilda asked sheepishly. Rarity glanced over at Spike before answering.

"Thankfully no. I had an unfortunate incident in Fillydelphia. But I am perfectly fine now." Rarity explained.

Cranky leaned over and whispered in Matilda's ear. "Dear, I think she was bitten."

"What do we do?" Matilda asked.

"It's ok." Fluttershy hovered between the two donkeys. "Applejack removed the bitten leg before it was too late."

Cranky however, was still skeptical. "And that worked?"

"Yes. It happened last night." Twilight replied. "And Rarity's shown none of the symptoms so far."

Matilda lowered her head. "If only we knew about this sooner."

Twilight tilted her head. "What do you mean?"

"The pony in charge of our little group lost his girlfriend to one of those dead things." Cranky explained. "Poor kid was devastated. If we knew just removing the bitten leg works she might still be alive."

Twilight put a hoof to her chin. That can't be right. Suri said she was torn apart.

"Cranky, Matilda. This leader of yours." Rarity taped her forehooves together, not noticing Spike struggling to keep her remaining hindleg balanced. "He wouldn't by chance be Fancy Pants? One of Canterlot's renouned Elite, would he?"

"Wait that's his name?" Cranky looked over at Matilda. "I thought that was just the kid taking jabs at him."

"Kid?" Pinkie muttered under her breath.

Rainbow Dash's ears perked up as she heard snarling off in the distance. She turned around in time to see several zombie ponies slowly but surely making their way through the field and towards the group. "Because of course they show up."

"We are not safe here." Matilda noted. "Come. We've been staying with a couple other ponies in Hollow Shades. Town's not far from here. We'll take you there." Matilda looked over at Rarity. "I imagine Fancy Pants will be glad to see you."

Spike snarled. "He's not in Manehattan?"

"Now's not a good spot to be talking. Come on. It's this way." Cranky slid into his wagon's harness. "Pinkie you coming?"

Pinkie raised her head, looking like she just came out of a trance. "What? I mean. Of course!" Pound and Pumpkin looked at each other in concern for their guardian.

"Pinkie's."

"Lost it."

Even after everything that had transpired, Rarity still couldn't get used to the sight of run down old towns, and Hollow Shades was no exception. The survivors had set up a wooden barricade around the town, but it was low enough for her to get a glimpse of the run down old huts, some of which had either holes in their roofs or no rooftop at all.

Cranky pounded his hoof against the barricade's gate. "Kid! Open up! We got more stragglers." He looked back at the Mane Six and Spike. "Important stragglers."

Fluttershy looked up at Rainbow Dash. "How are we more important than anypony else?"

Rainbow Dash raised an eyebrow. "Um, hello? Council of Friendship?" Rainbow Dash reached down and pulled on Twilight's left wing. "Princess?"

"Ow." Twilight bluntly said.

"Sorry." Rainbow Dash let go of her friend's wing. "But, you know what I mean."

"I know." Fluttershy tapped her forehooves together. "But if somepony's lost and needs shelter would be let in no matter who they are Wouldn't' they?"

Listening in on their conversation, Cranky interrupted before Twilight or Rainbow Dash had a chance to respond. "Not if their dangerous." Matilda rolled her eyes at Cranky's pessimism.

A young voice spoke up from the other side of the barricade. "I know what Fancy Pants said..." With a loud creak, the gate slid open. "But come on in."

If Ah didn't know any better that was.... Applejack began to think to herself, but her thoughts were quickly interrupted at the sight of a familiar orange filly on the other side of the barricade. "Well look here. If it isn't little cousin Babs Seed!"

Babs Seed blew her mane out of her eyes before approaching the group. "Cousin Applejack! Good to see you!"

Applejack chuckled. "Same to ya'll, Babs. Apple Bloom and her friends are gonna be mighty happy to learn yer alive."

"Well now. I wasn't expecting we'd be reuniting family today." Matilda said to Cranky.

Cranky unhooked the wagon's harness of his back. "Assuming that Fancy Pants will let them stay."

Babs Seed scoffed. "No way. If isn't letting Applejack and her friends stay, then he's loosing his guard filly." She looked up at Applejack. "That's me."

"That's what Ah figured." Applejack turned her attention to Cranky and Matilda. "Wanna tell me why 'important' ponies ain't allowed in?"

"Hypocrite."

All eyes turned to Spike. "What? It's true. Probably wants to be the only 'elite' pony around."

"Now, now, Spike." Rarity hobbled over to his side. "The Fancy Pants I knew was was welcoming of any aspiring Canterlot Elite, if they deserved it."

Babs Seed climbed back up the barricade. "Love to catch up, cousin. But Ah got to keep watch. Ya never know what might happen." She looked over at Cranky and Matilda. "Ya two think ya could bring em to Fancy Pants for me? Nah shift ain't up."

Matilda scratched the back of her neck. She and Cranky sighed in unison. "Well, the thing is, we kind of wanted to have a private talk." Matilda locked her jaw and blinked once. "With Pinkie."

Pinkie's ears shot upward. "Y-you mean it?" She stammered.

"What is this about exactly?" Twilight asked. Cranky rolled his eyes.

"What part of private did you not get." Cranky felt Matilda tap his side. "Princess." He added.

Pinkie put her foreleg around Twilight's neck. "Don't worry Twilight. I've been looking forward to this. You don't need to worry about little ole me!" Pinkie then slunk around Cranky and Matilda. "You have no idea how EXCITING THIS IS!"

Babs Seed picked up a set of binoculars on top of the barricade. "Fine. Thar's a lake on the other side of town. Ah'd start lookin' for Fancy Pants thar."

Good. Spike cracked his knuckles in anticipation. He was going to enjoy this.

Fancy Pants wiped the sweat from his face, though it did little good. His reflection in the water showed off his bloodshot eyes and disheveled mane. He swallowed hard.

"I can't. Fleur. I....." Fancy Pants slammed his fore hooves against his temples. He wanted to just jump into the water and breath it in until he was dead. "I'm sorry. I'm so sorry." Fancy Pants leaned forward. He hesitated as he heard the pier creak behind him.

"Mr. Pants?"

Fancy Pants gasped. "Go-go away! I don't want anypony to see this!"

"If yo don't want anypony to see then you shouldn't be out in the open!" A second, raspier voice called out. Letting out a loud neigh, Fancy Pants leapt into the lake.

"Rarity screamed in terror. "Somepony stop him!"

Spike remained in place while the rest of the group galloped to the edge of the pier. Applejack and Rainbow Dash leapt into the water after Fancy Pants. Where are you? Rainbow Dash asked herself. Applejack pointed a ways down. Fancy Pants' mouth was wide open, sucking in water. Swimming as fast as they could, Rainbow Dash grabbed Fancy Pants' flailing legs, while Applejack slammed his muzzle shut. Fancy Pants tried to resist, but Rainbow Dash's grip on his legs was too strong for him. Applejack turned herself back up, swimming towards the surface. Just before she could break the surface, bubbles started forming below her. Below her, Rainbow Dash was struggling to hold her breath.

Applejack called out to her friend, but only a stream of bubbles emerged from her mouth. With a splash, Rarity appeared in the water next to her. Rarity's horn started to glow, forming a bubble around Rainbow Dash's head. Giving her friends a nod, Rainbow Dash swam up to their level. Together they broke the surface of the water.

"It worked!" Twilight focused on her friends and the unmoving Fancy Pants. Using her magic, she dragged them across the water until they were back on the pier.

Spike couldn't hold back his concern any longer, let Rarity lean on his side. "Are you ok? Why did you do that!"

Rarity continued gasping for air. "I. Needed. To do it."

Twilight and Fluttershy examined Fancy Pants. Twilight touched his chest, to while Fluttershy pressed her ear against his neck. "He's not breathing." Twilight panicked.

"Stand back!" Fluttershy took in a lung full of air before breathing down Fancy Pants' mouth.

"Fluttershy. Is now. A good time to. Do that?" Rainbow Dash sputtered. Applejack spat out more water.

"She's doin' CPR, Dash."

After a third breath, Fluttershy felt Fancy Pants' lips move, his tongue sticking in her mouth. Fluttershy leapt back in surprise, her face bright red from embarrassment.

"Fleur." Fancy Pants opened his eyes. "No. No you're not her. I'm alive."

Twilight kneeled down to Fancy Pants' eye level. "Of course. We're not going to just let you kill yourself."

"NO! You don't know what I did!" Fancy Pants covered his face in his hooves, curling into a ball.

Spike stomped his foot. "We know exactly what you did." Spike folded his arms. "LOOK AT ME!"

"Spikey. That is not helping." Rarity gently nudged Spike out of the way. "Fancy Pants. Do you remember me?" Fancy Pants locked eyes with Rarity.

"Miss. Rarity. Yes I remember. You were staying at Princess Celestia's castle." Fancy Pants gazed at the others. "And your Ponyville friends. I envy you, Miss. Rarity. You have your friends to ground you to the common ponies." Fancy Pants closed his eyes.

Spike showed off his razor sharp teeth. "You destroyed Fillydelphia and Baltimare!" He pointed to Rarity's stump. "Rarity lost her leg because of you!"

"SPIKE!" Twilight and Rarity snapped. Fancy Pants crawled towards the edge of the pier.

"No you don't." Rainbow Dash tackled Fancy Pants, preventing him from moving. "We didn't drag you back up here for nothing."

"M-maybe we should talk about this somewhere else?" Fluttershy suggested.

Twilight nodded in agreement. "I agree. Fancy Pants, which one of these houses are yours?"

"Um, Rarity?"

Rarity smiled at the sound of a familiar voice. "So good to see you are still alive, Coco." She turned her attention to her Manehattan assistant, Coco Pommel, approaching. "I feared the worst."

Coco adjusted the ascot around her neck. "Me too. I know we were supposed keep writing letters but with the zombies..." Coco's train of thought was interrupted a the sight of Fancy Pants. "Mr. Pants? What happened here?"

"Coco, he needs medical attention. May we use your home?" Rarity asked. Coco eyed up the emotionally wounded stallion.

"I guess. Come with me."

Spike snapped his head back to face the lake. Why didn't we just let him die?

Noticing Spike wasn't following the group, Applejack turned around and sat down next to Spike. "Ah know what yer feelin'."

"You're just saying that."

"No Ah ain't!" Applejack hit Spike in the back of the head. "After what Jubilee did Ah wanted to throttle her. I wanted to kill her. So bad." Applejack noticed her hat floating in the water.

"You gonna get that?" Spike asked.

"In a sec. Right know, ya'll need to know somethin'." Applejack let out a little whiney. "It hurts. It hurts a lot. But it don't last." Spike looked up at Applejack..

"You at least got to bite Jubiliee's throat out before she killed herself."

"And it ain't satisfyin'." Applejack picked up her hat. "Just lettin' ya'll know." Applejack got back up and trotted down the pier. Spike blinked once as he let Applejack's words sink in.

Using her magic, Rarity pulled a blanket over Fancy Pants' shoulders.

"Thank you, Miss. Rarity." His eyes scanned Coco's two room house. The couch wasn't very comfortable, but as far as he was concerned he didn't deserve comfort. "And you, Miss. Pommel. I. I..." Fancy Pants shook his head in shame. "I don't deserve this."

Twilight exchanged glances with Applejack, Rainbow Dash and Fluttershy before speaking up. "Fancy Pants. Maybe you'll feel better if you, um, tell us what happened to Fleur."

"I don't know, your majesty. I suppose I would have to if you order me to." Fancy Pants muttered. After a minute passed, Fancy Pants face hoofed. "Alright, alright. Fleur was scared. As would any pony. When the undead swarmed Manehattan, we took refuge in the Manefare Hotel. We were not the only high class ponies there. And Jet Set made sure of it."

"That place is huge!" Rainbow Dash argued. "What do you mean 'he made sure of it'?"

"Exactly what you think it means. He bared entry for ponies we didn't recognize. Upper Crust rationalized it by saying if there were any ponies that needed to survive such a catastrophe, it would be us." Fancy Pants pulled his covers over his chest. "Fleur didn't like it, but we were safe. The living stopped trying to get in after the first week. But then we made a mistake. Hoity and Photo couldn't handle being cooped up in the hotel for long. They snuck out one night, and forgot to lock the doors behind them. We had to abandon the city entirely. So many."

Applejack leaned against the wall. The longer Fancy Pants' account went, the more familiar it seemed. Almost don't wanna know to those two.

"Hoity Totty and Photo Finish. Whatever happened to them?" Rarity asked.

"We never found them." Fancy Pants replied. "But the worst was yet to come. Fleur. One of those things. We thought we were clear of the city. But one of those creatures must have fallen, because it was low enough to the ground to bite her on the leg."

Rarity's blood froze. Goodness graceous. She glanced down at her stump. "I don't know what to say."

"Jet wanted to just leave her behind. I refused. He continued to argue against it as we traveled. We eventually reached Hollow Shades, some survivors from Manehattan..." Fancy Pants looked at Coco. "Like Miss. Pommel here, let us in. Reminded me a lot of you, Miss Rarity."

Rarity blushed.

"But by the time we found Hollow Shades, Fleur couldn't move anymore. Jet and Upper wanted to just throw her out and let Celestia sort it out. So that night, Fleur and I went into the woods. As far as Jet and Upper were concerned, Fleur died alone and scared. But I stayed with her to the end." Fancy Pants gritted his teeth. "Jet didn't care. As long as 'us better ponies' were still alive. A herd of undead diamond dogs could rampage through Hollow Shades, and as long as us 'elite' ponies survived, he and Upper wouldn't care in the slightest." Fancy Pants slowly stood up. "That's what convinced me. Ponies like Jet and Upper. Ponies like me. Our survival should not take priority over the common pony. We don't deserve it. So I tricked them into coming to Baltimare. And that's when I opened the flood gates."

"I can't believe it." Coco backed away from Fancy Pants. "That's horrible."

"I know. I've already dealt with Fillydelphia as well. The plan was to destroy Manehattan tonight. And myself. But I can't do it again. For all I know some pony has made their way their and could die."

"What were you going to do?" Rarity asked. Fancy Pants didn't answer.

"Fancy Pants. What was your plan?" Twilight said with authority.

"Hollow Shades is a mining town." Fancy Pants explained. I took some unused dynamite, and was prepared to blow up the Manehattan bridge. That way the undead, and any surviving 'elite' ponies, wouldn't be able to escape. Equestria's better off without ponies like me."

Spike was well aware of the surviving ponies staring at him as he sat on a bench. But he didn't care. He wanted to give Fancy Pants a piece of his mind. But Twilight and Rarity wouldn't let him.

"Hey there Spike!"

Spike was so spaced out he didn't even notice Pinkie approaching, each Cake Twin cradled in her forelegs. "Oh, hey Pinkie. You done with Cranky and Matilda?"

Pinkie sat down next to Spike. He had never seen her this passive before. "Yes. And they've changed their minds."

Spike raised an eyebrow. "About?"

Pinkie's lip began to tremble. "Before the zombies showed up, they told me they wanted a baby. And they...." Pinkie started to cry on Spike's shoulder. "And they asked me to be the mother."

"What! I-I mean why?"

Pinkie wiped her nose with her fetlock. "Matilda says she can't have children. But they could trust a family member or a good friend. So they asked me." Pinkie set the Cake Twins between her and Spike. "Cranky said I could have some time to think it over."

Spike's eyes darted around. "And you were going to say....yes?"

"Of course! I was going to be Cranky and Matilda's baby's mommy! Wouldn't you want to be your friend's baby's mommy!" Pinkie didn't wait for Spike to reply before continuing. "But now....now they don't want a baby anymore. They said it would be too dangerous now." Pinkie burst into tears yet again. Spike felt his stomach turn.

"Pinkie."

"Not happy."

Spike patted Pound on the head. This explains a lot.