Motor-Inn

Twilight, Carly and Lee walked towards the Motor Inn where Glenn was trapped at. Twilight used this time to study more about Earth and human culture. They approached the motor inn.

"You both ready?" Lee asked them. They both nodded. They went towards an ice cooler, and heard something from inside it.

"Get ready to shoot." Lee told Carly, and she readied her gun. Glenn jumped out of the ice cooler.

"Oh man, I'm glad to see you guys." He told them as he jumped out.

"Well, that was easy. Let's go!" Twilight stated beginning to walk away.

"No, not yet. There is a girl trapped in there. We gotta help her!" Glenn said, pointing towards a door located on an upper level.

"No. We have to go now!" Carly yelled, just wanting to leave.

"Like buck we will. You helped us, what's any different?" Twilight argued back, upset that Carly would suggest such a thing.

"What if it was you up there?" Lee asked her simply.

"Ugh fine, let's go help Glenn's damsel in distress." Carly finally said, giving in. They snunk over to the walls and took a look around. There were two walkers located on the door the girl was in, one by a car, two eating, and one wandering around.

"We don't know how difficult it's going to be to get in there, so we will have to kill every walker in here." Lee pointed out, and as he did, Carly cocked her gun. "Quietly, noise attracts these things. Let's take a look around." He peaked over the wall they were hiding behind, and found a pillow.

"Great, now you can smother them to death!" Carly said sarcastically.

"If you have planned what I think you do Lee, this could work out." Twilight said. She had a feeling about what his plan was. Lee pointed over to the truck on the other side and led them over.

"Carly, get out your gun." Lee said, pulling out the pillow he had a few seconds ago.

"Trust me." Lee said. "I hope this works." He walked over to the walker and put the pillow over its head. Carly then shot her pistol right next to it, causing it to not make any sound.

"Cool!" Glenn said.

"I thought that was what you were up to Lee." Twilight added, a sparkle in her eyes after seeing something new. He then moved the walker and Carly and Glenn went back over to the truck. Lee opened up the car that the walker was sitting next to. Her took off the brake in the car and found a spark-plug in the car. He shut the door and Twilight used her magic to push the car into the walker standing next to a wall, trapping it.

"I found this." Lee showed him the spark-plug.

"Oh, a spark-plug, that could be useful. I would hold onto it." Glenn told him. Lee took his advice. He then decided to take a look inside the truck to see if there was a weapon. He found a small screwdriver, and decided to break the window. However, before he could, Glenn stopped him.

"Let me see the spark-plug." He told him. Lee handed him the spark-plug, and he put it on the floor. "The porcelain in these turns car windows into tissue paper." He then stepped on it. Lee then picked up a piece of it and threw it towards the window, shattering it without making noise.

"Cool!" Twilight said. Lee grabbed the screwdriver out of the truck and led them back over to the other side of the car. He then went past the walker in the middle and went to the RV. He grabbed out his screwdriver and whistled. The walker on that side begun to walk towards him, and he begun to get ready. He then stabbed the walker, but missed the head. He quickly pulled it out and stabbed again, this time on point. However, the walker from earlier came up from behind Lee. However, a board hit the walker in the head before it was tossed about by Twilight's magic.

"Thanks." He said, relived.

"We got your back Lee." They both told him. They then walked over to the over walker, which was next to an axe. Lee then stabbed it with his screwdriver, but in the process, got stuck in its skull.

"Dude, where did your weapon go?" Glenn asked him.

"Into that ice-pick sized hole." Lee stated.

"Sweet. But its ok, we got this now." He said, pointing towards the axe. Twilight used her magic to open the case and hand Lee the axe.

"Why don't you three lag behind in case this all goes to hell?" Lee told them.

"We will be right behind you." Carly stated. Lee headed towards the stairs and begun his ascent, being careful not to make too much noise. The walkers noticed him and begun to shuffle towards him. He readied his axe and did a quick clean strike, wiping off its head in one blow. The second walker came over, and it took him two hits to kill this one. They went over to the door, and saw it was boarded up. Lee went over to knock on the door.

"Hello, miss? Were here to help." He said.

"No, no, go away!" She yelled back.

"Sounds like shes in trouble!" Glenn said. Lee quickly then used the axe to cut the boards off. He tried to open it but it was locked.

"Go away!" She yelled again.

"Miss, were coming in!" Lee told her as he begun to kick the door down.

"Stop, I'm, I'm coming out," She said as she unlocked the door. When she came out, they saw she was bit.

"Oh my, your hurt." Carly said.

"I told you to stay away, I'm bit." She said, not even noticing Twilight.

"I can heal you." Twilight told her. The girl still paid her no mind.

"We have a group back in town, come with us, we can help you." Lee told her.

"There is no helping me. Once you get bit, you turn, and you eat anything you can. I saw it happen to my boyfriend." She said.

"You have a boyfriend?" Glenn said, sad.

"Glenn!" Carly and Twilight shot him a disgusted look.

"We don't know how this works." Lee told her back. The girl looked at Carly's gun.

"You have a gun?" She asked.

"Yes?" Carly answered, not sure where this was going.

"Can I, borrow it?" She asked.

"Whoa, whoa, whoa!" They all yelled.

"No!" Lee added in, "There is a better way."

"Just for a second, one bullet, I can end all of this." She said as she begun to walk closer to them.

"Back off!" Carly yelled. Twilight begun to make her horn glow. However, she went to grab the gun, and they begun to fight. The ledge they were standing on begun to break, and they fell. Twilight flew above them as the others fell. When they got up, they saw the girl was holding the gun in her hand.

"Stop!" Lee yelled.

"Let us help you!" Twilight yelled, landing back onto the ground.

"There is no helping me." She said, before she pulled the trigger, shooting herself. They just stood and started at what they just saw. Twilight has never seen anypony kill themselves, and here it was. Walkers begun to surround them.

"Grab the gun! We got to go!" Lee yelled. Carly grabbed the gun and they hopped into the car Glenn used along with the car they brought with them and headed back.

"Well, is everything ok?" Kenny asked them as they came back in.

"Yea. Glenn is fine, we had a few close calls. And yea, everything is fine." Lee told him. They all went back to their spots, and Lee thought it best to check up on them. He went over to Glenn first.

"Hey Glenn." He said.

"Hey Lee." He said back, lost in his own thoughts.

"Are you ok?" Lee asked him.

"I don't know Lee. How could someone just kill themselves like that? You don't just give up." Glenn told him.

"To be honest Glenn, maybe she made the right call. Maybe she didn't. But you are right about hope." Lee explained.

"Well, don't let anyone give up Lee." Glenn said with a saddened look before returning to his own thoughts. He then went over to check on Twilight.

"Hey Twi, is everything Ok?" Lee asked her.

"How could somepony just end their life." Twilight said, a look of shock on her face.

"Suicide is, sadly, nothing new to humanity. People do it all the time." Lee explained to her.

"So, it's just part of humanity? Still..." Twilight said, but Lee didn't let her finish.

"Just try not to think about it Twi. Why don't you come talk to Doug with me." Lee pointed towards him. They walked over to him.

"Hey, Lee and, Twilight?" Doug asked them.

"Correct." Twilight said.

"Well, do you want to come outside with me?" Doug asked them.

"Is that safe?" Twilight asked.

"We can go outside, the gates are locked." He explained.

"Neat. Lead the way." Lee said, pointing towards the door. Doug opened the door, and the three of them went outside. There were several walkers just roaming.

"Damn. Is all they do eat?" Lee asked.

"From what I can tell, they eat you." Doug started.

"And the rest of you comes back as them." Twilight finished.

"How the fuck." Lee stated.

"I don't quite get it either. There is no magic involved in this, yet, it makes no sense!" Twilight begun to explain before going into one of her fits.

"Anyway, lets keep it down." Doug said. Lee took a quick look around, and saw his brother trapped under a light-post.

"He might have the keys." Lee told Doug, taking out the picture from earlier. "He might have worked here, its the best change we have."

"Yea, but how to get to them." Doug said. While they were talking, Twilight took a look around, and formed a plan.

"Lee, can you get the lock off?" Twilight asked him.

"With the axe, why?" Lee questioned back.

"Well, there is a brick we can toss towards the windows." Twilight begun, but before she could finish, Lee turned to Doug, taking out the remote from earlier.

"Can you do anything with this?" Lee asked Doug.

"You know what I can do." He trailed off grabbing the remote. After fiddling with it, he pointed it towards the TV's across the street turning them on.

"Cool." Twilight said. Lee then used the axe to open up the lock. Twilight then used her magic to toss the brick towards the window, causing static to be heard. All the walkers went over to the static, buying them time.

"Go hurry Lee. I will watch your back." Twilight told him. Lee nodded and went over to his brother.

"I'm sorry bud. I wish I was here. This is my fault. But, I have to finish you off now." Lee said, raising his axe. His first three hits missed, only hitting his neck. The third hit finally killed his brother. He grabbed the keys and showed it to them.

"Holy shit! Run!" Doug yelled. All the walkers begun to run back towards him. Lee quickly ran back and they shut the gate, but were unable to lock it.

"Holy Celestia, way too close. You ok Lee?" Twilight asked him.

"Yea, but we got them!" Lee said, walking over to Lilly.

"We got the keys." He told her.

"Thank god. Your the best, let's get in there." Lilly said as she got up. They walked back into the office and went to the pharmacy door. Lee used the key to unlock it and they went inside. However, an alarm went off.

"Shit! Hurry!" Lilly yelled as they ran to find the pills. There were over fifty walkers gathering around the drug store.

"Lee, Doug, Carly and Twilight make sure our defenses hold! Starlight, come with me, I'm going to pull the truck up round back. Kat, you bring Duck into the back and barricade the living hell out of the door behind me. And Lee, I better bring that axe in case we need it!" Kenny told them all. Lee tossed him the axe, then spoke to Clementine and Spike.

"Spike, watch her!" He said.

"Glenn, we need your help!" Kat yelled from the office. Lee ran to the door and took over from him. Doug, Carly, and Lee were holding the door while Twilight was using her magic to hold it down.

"Lee. If we don't make it out alive, I want you to know I think you're a great guy!" Doug yelled.

"We will make it through this!" Lee told him back. However, a window broke, and Doug went to take care of it. A cabinet blocking another window broke and Carly went to take care of that one. It was just Lee and Twilight holding the door down.

"Go find something to hold the door down!" Twilight yelled towards Clementine and Spike. They searched around.

"I can't find anything!" Spike yelled back.

"I know!" Clementine said, running back towards the back office. She came back with the cane. Lee took it and put it on the door handles, holding it down. However, a walker went to attack Twilight, Carly, and Doug. Carly ran out of ammo, and Doug was being held down. Lee ran over to Carly's purse, grabbing ammo and handing it to her. Twilight used her magic to teleport away. She begun to run towards Doug, but they got to him first.

"Oh my god." Carly said as she shot the walkers.

"Come on, trucks here!" Kenny said. As they begun to run towards the office, a walker grabbed Clementine.

"Ah!" She yelped.

"Clem!" Lee yelled. He stomped on the walker, allowing Clementine to escape. As he got to the door, Larry appeared.

"You aren't coming with us you son of a bitch." He told him as he punched Lee, knocking him to the ground.

"No!" Clementine yelled. Twilight tried to help, but she was being stopped. Just as a walker was about to reach him, Kenny appeared, waking it.

"I'm not letting another friend get eaten!" Kenny said, handing him his hand. Lee shut the door behind him, and they went towards the truck. They drove back to the motor inn.

At the motor inn, Lilly was cleaning up the bodies of the girl and walkers from earlier. Everyone was in a different place, and Lee went to go talk to each of them. He came upon Glenn first, who was listening to the radio.

"Atlanta danger level, 7." Was the the main thing he was listening for.

"I have to go." He said.

"To Atlanta?" Lee questioned.

"I have friends there. I can't stay here knowing they could be trapped in the city." Glenn explained.

"Do what you have to do." Lee told him, waving off Lilly who was coming over.

"Thanks man." Glenn said, taking off in his car. He then came upon Kenny and his family.

"Thanks for picking me up." Lee told him as they shook hands.

"That's what friends do." Kenny told him. "Thanks for looking out for my family. You will do just fine with that girl." Kenny said before returning to his work. He then went over to the two ponies and dragon.

"I wish I could've helped more." He heard Spike say.

"It's fine Spike. Hey Lee." Twilight said, turning towards him.

"How's it going? Think you can return home soon?" Lee asked him.

"Twilight was talking to me about that. We don't think it will be anytime soon. Twilight was the only one who knew how to build the device, and let's just say, her notes were lost during the accident." Starlight explained.

"Well, we will be here for you." Lee said, trying to confront them.

"Thanks Lee. We will help you as well." Twilight said back. He then went over to Clementine and Duck.

"And then, there was a monster!" Duck explained a crazy story. "And also."

"Can you can it for a minute Duck?" Lee scolded him.

"Hey Clem, what's the matter?" Lee asked her.

"I fell again. My walkie-talkie broke." Clem told her with sad tone.

"Ah, that's to bad. Maybe we can find you a new one?" Lee said, trying to make her feel better.

"I'll just keep this one I guess." She said, before Duck came back over. He then went over to Carly, who was messing with guns in a box.

"Hey." He told her.

"Hey." She started. "Could we have saved him?" She asked Lee.

"I don't know, it happened pretty face." Lee explained.

"It's just that, well, I think I liked him." Carly confessed.

"I think he liked you too." Lee told her, making her blush. As he was about to walk away, she stopped him.

"How did you choose?" She asked him. He had no idea how to answer this question.

"I didn't." Was all he could say. He was going to talk to Lilly, but Larry called him over.

"Do you like my daughter?" He asked him.

"So far, yea." Lee replied.

"Well keep yourself and those things away from her, or I will tell everyone, that Lee Everett, are a murder." Larry threatened him. Lee didn't say a word and went over to Lilly.

"Thanks again for your help. I know we didn't start on the best terms, but let's try again." Lilly stated in a nice tone.

"Sure." Lee said. They begun to walk over to the other side of the motor-inn, and Kenny and Twilight joined them.

"You know, I think this can work out." Twilight begun.

"We have lights, food and water." Kenny said.

"And this place is easy to defend." Lee added.

"You know what, I think this can work out." Lilly added. Just then, all the lights went out, and darkness surrounded them.

Author's Note

Here it is, the end of the first episode! Episode two will begin soon! And, for those of you wondering: Not all the MLP chars will surive, nor will they get home! I will stick close to what happens, but will change in order to fit better and to make things happen the way I want them to!