"Twilight, are you sure this is going to work?" Spike asked the princess, looking at the device in the room. It had a device that was round in shape, and had lights all around it. It was powered by both magic and electricity. The device was powered by vials filled with a strange substance, and was controlled via a console. This device was connected to a magical artifact capable of opening portals. Twilight's plan was to make a device to open portals, hoping to speed up travel between places. However, Spike had his doubts that it would work.

"Now Spike, Twilight knows what shes doing." Starlight said. She trusted Twilight, and she knew this could help out others. They were all standing around in the room with the device in the middle. Spike was standing to one side and Starlight to another. Twilight was messing around with some dials on the console next to the device.

"Now don't worry you two. I think I almost got it. We need a consistent stream of magic in order to power it. Now, where are we going to find that?" Twilight said, going into a deep thought. She was trying to determine a way to power this device. The magic needed was far beyond normal, and wasn't sure of a way to power it.

"Twilight, you stay here, me and Spike will go look to see what we find." Starlight, nudging Spike to come with her. They left the laboratory hidden under Twilight's castle and headed towards a place only Starlight knew. As they began to walk. Spike questioned Starlight on where they were going.

"Starlight, do you have something in mind?" Spike asked, hoping this wouldn't take long.

"I do Spike. When I was, well, power crazy, I learned of a powerful object that gains power equal to the caster. If both me and Twilight hold onto it, then it should be enough. I hid it away in case I would ever need it." Starlight said, lying to Spike. She actually learned about this completely by mistake. As she was wandering after she felt betrayed, she ran into an old house in the middle of nowhere. That is where she discovered a book about all the artifacts, and in that house, locked up, was the artifact she had in mind. She kept it in that house in order to keep it safe for when she would use it. However, she never got around to needing it. Starlight led Spike towards the forest where she found the house.

"So, how did you learned about this artifact Starlight?" The purple dragon asked her, hoping for answers.

"Well Spike, lets just say it was an accident that I learned about this. I never meant to run into this." Starlight told him, and this time, she wasn't lying. She then led Spike though the barley visible trail that led up to the house. When they came up to it, the house itself was almost gone. It was missing the entire roof and was missing parts of the second floor. The first floor was covered in vines and had hold all over it. The door itself was unable to close, and all windows in the house were gone. She then opened what remained of the door and they headed inside. The inside of the house was even worse then the outside. Furniture was in shambles and the floor boards were missing. The walls were dull and missing color, Everything else in the house was unrecognizable, being so old that you didn't know what it was. Starlight when to what remained of a flight of stairs and levitated herself over the floor. The basement was almost as she remember it, possibility due to the harder walls surrounding it. She went up to the hidden switch on the wall and activated it, revealing a small room with a circle shaped object in it. She quickly picked it up and levitated back upstairs to where Spike was.

"Ok Spike, I got what we needed, let's head back." Starlight said, quickly trying to leave. Spike noticed this and asked her why she was in a hurry.

"This place brings back bad memories for me, I don't want to be here any longer then I have to. Let's just get this to Twilight." She explained. None of them can know what happened at this house, and she wanted it to stay that way. They begun their journey back to the castle.

"Were back Twilight. I found what we will need to make this device of yours work!" Starlight yelled as they entered the laboratory.

"Cool. The rest of the device is set up, all we need is a power source." Twilight explained as she walked over to her friends. Starlight then held up what she had gotten from the house.

"This device has a magical power equal to who ever holds it. If we both hold it, it should absorb our power for the device. Now, we will be weakened after this, but it shouldn't take too long to regain our magic. I am ready when you are Twilight." Starlight explained, handing her one side to the circular object. They then channeled their magic into the device, then fell on the floor for a few seconds.

"Are you guys ok!" Spike yelled, quickly rushing over to the mares.

"Yea Spike, it was just the item working. Our magic seems fine now. Lets go ahead and attach it!" Twilight said as she got up, making sure to help Starlight. They then attached the item to the power core slot in the device, and then the device started buzzing and wheezing. The vials on the side of the device lit up, and a portal opened, beginning to suck up everything in the room, including them.

"I think we got too much power in it Twilight! What do we do!" Starlight said, trying to use her magic to hold herself down. Twilight used a shield spell around the three of them in order to buy them time.

"I don't know. Starlight, where did you get this device from?" Twilight asked her sternly.

"In an old house I stayed at in the forest!" She said, not mentioning anymore. Just then, the shield around them began to crack, and items began to hit the shield. Twilight tried to use a teleport spell, but before she could do anymore, the shield broke and it sucked them all into it before the device itself exploded.

Lee Everett was sitting in the backseat of the cop car. He was convicted of killing a senator who slept with his wife and he was off the prison. The cop in the front seat decided to strike up a conversation.

"So, I reckon you didn't do it then?" He asked Lee.

"Pardon?" Lee asked, confused by the question.

"Alot of folks that I drive to this prison always saids they didn't do it." He explained.

"Well, you won't hear it from me." Lee explained. He was lost in his own thoughts and wasn't really listening to him. Just then, a bunch of police cars drove past them and the radio was buzzing with alarms.

"Any of that seem important to you?" Lee asked his driver. He turned off the radio.

"All of it, but sit here listening to that thing will drive you crazy," He responded. He then continued, "Hey, I have a good story for you. There was this man once, he was the worst. He kept going on about how he didn't do it..." He begun. Lee saw something standing in the rood.

"WATCH OUT!" Lee yelled, but it was too late. They hit the guy in the road and when tumbling down into the woods. When Lee awoke, he was in a ton of pain, and was still handcuffed. He took a look around and saw the officer in the front seat was gone. He took a look outside, and saw the officer lying dead. He also saw his shotgun on the ground. He went towards the window, and bashed it open to get outside. He then went to where the officer was.

"What the hell happened here? He is all bloody and smells really bad. What is going on." Lee thought out-loud. He decided his best course of action would be to get the keys for his handcuffs. He went down and grabbed them and unlocked the cuffs. Then, Lee heard a sound.

"Grahhhhhh."

"Um, Officer?" Suddenly, the dead officer jumped at Lee. He feel on the ground and quickly backed up towards the car, trying to grab the shotgun. He found one shell lying down and tried to load the gun. It took him two tries due to his state of panic. He finally manged to load the shotgun and aimed it towards the officer.

"Don't make me do this!" He yelled one last time. He then realized he has no choice but to pull the trigger, blowing the officers head off.

When Twilight, Starlight and Spike awoke, they found themselves in a forest. They tried to get their barrings, but were still dazed.

"Is everyone alright?" Twilight asked her friends.

"Yes. I think so." They both replied, not too sure how they felt. They all tried to stand up, but were still weakened from the portal.

"Well, guess the most important thing is to find out where we are." Twilight spoke up. As she looked around, she didn't recognize the area they were in. The trees seemed different, and even the grass itself seemed a bit odd. Twilight knew they were, more then likely, not in Equestria anymore. Before they could do anything else, they heard a man shouting and a sound they never heard before.

"What was that!" Spike yelled, surprised at the sound.

"Somepony sounds in trouble, we should go help them Twilight!" Starlight said, trying to regain herself.

"Yea, and maybe they could tell us where we are! Let's get going!" Twilight said. They tried to gallop, but could only muster a trot, as they headed towards the sound. When they arrived, they saw a bipedal creature without any fur, holding a strange looking staff in his claws. Below him was another one, and it appeared to be dead. As they approached the figure, he looked up and saw them.

"Great, now I am seeing unicorns with wings. I must really be crazy." He said to himself.

"Um, excuse me sir, but we are real. We could use some help." Twilight said to the stranger. He then got a look that he never knew he could have on his face.

"Annnnd they talk. Just great. Dead people come back to life, and now their are talking animals. I must have hit my head really hard." Lee said to himself in doubt again.

"We are not just animals, thank you very much. I am Princess Twilight Sparkle, this is my assistant Spike and my student Starlight Glimmer. What is your name, where are we, and dead coming back to life?" Twilight told the stranger. After hearing Twilight say student, maybe he wasn't as crazy.

"My name is Lee, nice to meet you. I am sorry for how I reacted, this is just all so strange." He said. However, before they could continue, walkers attacked the group.

"We will finish this later! Follow me!" He said, heading up the hill. Twilight picked up Spike and carried him on her back as they followed Lee. Twilight knew she was going to get her answers later, but she could tell now was a bad time. They saw more and more walkers following them, and could hear the moaning from far back. They came to a large fence, and Lee climbed over it. Twilight flew over it and Starlight used her magic to levitate herself over the fence. Once they were in the backyard, they heard the walkers on the other side of the fence, moaning even louder. However, they then heard more of those noises they heard before, and the walkers left them. They finally had a moment to breathe.

"So, I'm guessing those were those walking dead you were talking about?" Spike asked Lee, still in shock from what happened.

"I know as much as you do Spike. I just got up from a car crash." He explained, trying to catch his breathe.

"Well then, guess we should look around this, I'm guessing, a house?" Twilight said, hoping she got the building right.

"Yes Twilight, this is a house. And we should go get some help." Lee replied to the alicorn. He had a ton of questions of his own, but he knew right now they had more important things to worry about. They headed towards the sliding glass door of the house.

"Hello? Is anyone in here? We need a little help." He asked, knocking on the glass door. He got no response. He took a peek inside the house, and saw it was full of blood.

"These people might need more help then we do." He thought to himself. He check with the others and made sure they were ok with entering the house. He then slowly opened up the glass door.

"Were coming in, don't shoot ok? Were not those things outside." He said as he entered the house. Twilight and the others followed him. They were surprised at how much bigger this house is to what they have back home. They felt so small in this large house.

"Take a look around and see what you can find." Lee told them. They begun to search the house. Twilight went into the kitchen and opened up the drawers. Inside one of them she found a device she hasn't seen before. She went to bring it up to Lee.

"What is this thing Lee?" Twilight asked, using her magic to lift the object to him. He has a surprised look on his face.

"Oh! This is just my magic. Me and Starlight can both do tons of things like this." She explained. He then got over it and saw the walkie-talkie Twilight picked up.

"This is a walkie-talkie, this allows us to communicate to another device. This could be useful later. Let me hold onto it." Lee said, grabbing it from out of the air. "I am never going to get used to that." He added before walking away from her. He then went over to the cabinet where there was a small glass of water. He quickly drank down the water, not caring if someone else has used it already. He then went over to where Starlight was.

"Hey Lee, this thing is beeping, saying three new messages. Do you know what that means?" She asked him.

"Oh, that's a phone and that has messages left on it. Let's listen to them." Lee said as the others came over. He then turned on the phone.

"First new message. 'Hey Sandra this is Diana. We are still stuck in Savanna. Ed had a little run in and isn't ready to leave. I promise we will be back in time for your spring-break!' Message two: Hello. Is everything ok? They won't let us leave and all our calls are getting dropped. Please, just take Clementine out of the city!' Message 3: Clementine baby, if you can hear me, call the police, that's 9-1-1. We love you, we love you, we love yo---." The called ended there. Then they found a picture on the table, which was probably the two parents on the phone line and Clementine. Just then, a voice came out from the walkie-talkie.

"Daddy?" It said, in a small girls voice.

"Hello?" Lee answered.

"Your not my daddy." She said in a sad voice.

"No, I'm not." He said, in a plain voice. He then continued, "Are you safe?"

"Yes, I'm in my tree-house, they can't get in." She said.

"Whats your name?" He asked her.

"I'm Clementine." She said. He thought as much.

"Hi Clementine, I'm Lee. The things with me are safe and they are Twilight, Spike and Starlight." He told her, making sure she wasn't scared of them.

"Ok, I can see you through the window, can you see me?" She said, waving her hand to them. "Ahhh." She yelled.

"Lee, behind you!" Twilight yelled. Just as Lee turned around, he saw a walker really close to him. He tried to fight back agasint it, but hit his head on the wall. He saw Twilight trying to attack the walker, but she wasn't sure on what to do. She lifted objects and threw it at it, and it jumped on top of her. He quickly got up and pulled it off of her, throwing it into a wall. Starlight used her magic to fling the thing about, but it was still alive. Just then, Clementine came up to the door with a hammer.

"Here!" She cried out, holding out the hammer. While Twilight and Starlight were fighting the walker, he went to grab the hammer.

"Hold it down!" He yelled. Just then, Spike jumped on top of it, and he banged its head in with the hammer a few times until he was sure it was dead.

"Ugh. Hi there!" He said as he stood back up.

"Did you kill it?" She asked him.

"Yes, I think so." He said, still exhausted from the fight. She then turned towards Twilight and the others.

"Unicorns and a dragon!" She cried out.

"Well hi there kid, I am Twilight. This is Spike and Starlight." Twilight told her.

"And they talk! How cool!" Clementine cried out. Twilight blushed a bit.

"Anyway Clem. It isn't safe here, we should head it while its still day out." Lee said.

"I agree, daylight is safer." Twilight. Clem had a sad look in her eyes.

"What's the matter?" Spike asked her.

"What if my parents come home and I'm not here?" She asked, sad from thinking about that. They all thought about the phone call.

"We won't go far, we will go find others then come back with more people." Lee explained. That seemed to calm Clem down a bit. He then turned to Twilight and the others.

"Now, I am not sure how others will react to you, so please be careful." He said, giving them a stern look. They agreed with him. They then walked outside towards the gate, where they saw two men trying to push a metal machine.

"Cmon and help me Shawn!" One of them said.

"I'm trying Chet!" The other replied.

"Hi there!" Lee said as they walked out.

"Whoa, don't eat us!" They both backed away.

"It's ok, were not those things." Lee explained, trying to calm them down. Then they started at Twilight, Spike and Starlight.

"The fuck are those things?" They asked, pointing at them.

"I'm Lee, this is Clementine. They are Twilight, Spike and Starlight. They are unicorns and a dragon. I found them in the woods. They aren't from around here." Lee explained.

"OK then, I am Shawn, and that is Chet." He explained.

"Hi there!" Chet said towards Clem.

"Listen, if you all can help us get our truck out of here, we can take you, your daughter, and the other three back to my farm.

"Oh, I'm not here dad, I'm just some guy." He said. They all looked at him and understood what he said. Before they could continue, walkers appeared from the streets heading towards them.

"Help me, Lee!" He said. Him, Chet and Lee tried to push the car out with avail. Then, it was surrounding in color as Starlight and Twilight used their magic to help push the car out of the way. Then, Clem, Lee and Shawn jumped in the front, while the rest got in the back as they took off, heading towards the farm.

"Now, before the three in the back come in, let me explain them to my dad first." Shawn said.

"Imma run on home, my mamma's gonnna be in a fit." Chet said as he walked home.

"Oh good, I'm glad your back." Hershel said coming out of the house, looking at the ponies and dragon.

"I see you brought guests." He said, not too pleased.

"Dad, this is Lee and Clementine. The three things behind him are Twilight, Spike, and Starlight. They aren't from around here." He explained.

"Well then, I am, Hershel Green, and this is my farm. You are welcome to stay here for the night. I have another family of three in the barn. But I don't run a bed and breakfast." Hershel said, before looking at Lees leg. "Looks like you hurt your leg pretty bad there." He pointed out.

"Well, it could be alot worse." Lee said.

"Come on up here and let me take a look." He led Lee and the others up to the porch.

"Shawn, go on in and check up on your sister. You, come take a seat over here." Hershel said pointing towards a bench. He went inside and came out with medical supplies. He looked at the ponies and Clem, then shook his head going over to Lee.

"So, how did you hurt your leg?" Hershel asked Lee.

"Car accident." He said.

"Who were you with, them?" He asked, nudging his head towards the group.

"I was with a police officer. He was giving me a ride out of the city. An old friend." Lee said.

"The news saids stay." Hershel pointed out.

"Well, thats a mistake." Lee replied. He then turned to Clem.

"You do know this man, right Clem." He asked her, staring in her eyes.

"Yes." She answered.

"Well ok then. Your good to go Lee." Hershel said. Shawn came back outside.

"Hey dad, first thing in the morning, we should work on the fence. Things are getting pretty bad outside." He said.

"Do what you want." Hershel said, going back inside. Lee and the others went into the barn to go to sleep.

"I miss my mom and dad." Clem said.

"We miss our home." Twilight and the others said as they went to sleep. Lee awoke to the nightmare he had when he found out about his wife cheating on him, before he went back to sleep.

Author's Note

Hello! What do you all think? You can tell I changed how a bunch of things happen in the story, but I want to make it different.
This story will have cover art later!