The Walking Dead: A Ponies Tale

by typervader

Rating: teen
Tags: Crossover, Twilight Sparkle, Gore, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Human, Other, Original Character, Spike, Starlight Glimmer, Adventure
Length: 14177

Twilight built a new device for travel. However, one malfunction later and she, Spike, and Starlight is on a new world Lee Everett is a convincted felon on his way to prison. The dead arise, and they must work together to survive.

When Twilight was building a device based on her mirror portal machine, it overloads and sucks her, Spike and Starlight on a farm in a new world. This world has creatures called humans, zombies, and its torn up to be nothing. They then meet a man and a child, Lee and Clementine. Now, they must work with these humans to survive the undead and to try to find a way back home. But, what if they begin to not want to leave? With their magic, they work with the survivors of the motor inn to try and get home, and keep them all safe. However, Twilight doesn't know what she got herself and her friends into.

A walking dead season 1 and 2 and 3(when it comes out) video game crossover. Spoilers ahead. Langauge and gore, along with dark themes, ahead.

Thanks to Ryuku the Creative for the cover art!

Published 2016-05-26 06:50:01 UTC
Last updated 2016-11-12 23:14:53 UTC

A New Start

"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!

Everything goes wrong

The next morning, Lee and Clem woke up before Twilight, Spike and Starlight in order to make sure they are ready.

“I’m itchy.” Clem said, itching her hair.

“Well you slept in a barn little lady. Be glad you don’t have spiders in your hair.” A man in a baseball cap said.

“Ah” She yelped.

“But I bet your daddy scared them all away. Names Kenny.” He said, introducing himself.

“I’m not her dad. Names Lee. She’s Clem.” Lee introducing themselves back to him. Twilight, Spike and Starlight finally woke up.

“Man, now I know how Applejack feels.” Spike said as he got up.

“Yea. Though she still sleeps on a bad.” Twilight added in. Kenny stared at them as he was looking at the three of them.

“What, in, the, hell, are, those, things!?” Kenny asked and yelled at the same time. He stood there with his mouth ajar.

“Oh. Hi. I am Twilight Sparkle. This is Spike, my number one assist. That is Starlight, my student.” Twilight said, pointing out her friends.

“They, talk. They talk.” Kenny had no idea what else to say.

“We aren’t from, what did you say Lee, Earth?” Twilight half explained and half asked.

“Yes.” Lee added in, simply letting Twilight take care of it.

“Ooook then.” Kenny said, trying to regain himself. He still wasn’t going to believe what he was looking at.

“Daaaaaaaaaaaaaaaaaaad! I want to sit on the tractor! Come on!” Kenny’s son yelled as he came into the barn.

“We better hurry, or we won’t hear the end of it.” Kenny started as he walked out of the barn. “That there is my son, Ken Jr. We call him Duck though.”

“Duck?” Lee asked him.

“Like water off of a duck’s back. Nothing bothers him.” Kenny added, knowing what Lee meant by how weird it was. They walked up to a woman sitting near the house on a barrel.

“Hey Ken dear.” She said.

“Lee, meet my wife, Katja. She’s one heck of a woman.” Kenny said in a mocking voice.

“Nice to meet you Katja. I’m Lee.” Lee said, putting his hand out to shake. Katja then looked at the ponies and dragon, and her eyes grew wide.

“Are those, your pets?” She asked, still a bit shocked.

“No. I am Starlight. That is Spike and Twilight.” Starlight said. She didn’t want Twilight to do it every time.

“They, talk. Ok then.” She said. Kenny went over to whisper to her, explaining the three.

“Oh! Well then, pleased to meet you. And what’s your name?” She asked looking at Clementine.

“Clementine.” She stated, hiding behind Lee.

“That is a very pretty name. Ken dear, you should work on getting the truck fixed. Clem can stay here, we can visit.” Kajita said.

“Spike, you should go help out with the fence. Starlight, you go with either Kenny or Kajita and help them out. We need them to not think of us as weirdly. I am going to stick with Lee.” Twilight told them. They listened to her, and Starlight went over to Katja and Clem. Lee and Twilight went over to Kenny first.

“Need any help?” They both asked.

“Yea. Can you hand me that?” He asked, pointing towards a wrench, Before Lee could grab it, Twilight’s horn glowed her normal purple and the wrench became encased in a purple glow. She used her magic the leviate the wrench over to Kenny.

“Whaaa..” Was all Kenny could say.

“Right. My magic. You haven’t seen me or Starlight use it yet.” Twilight added. Before they could walk away, Kenny asked them a question.

“Do you need any help?” He asked towards Lee.

“Pardon?” Lee had no clue what he meant.

“I mean in taking care of that kid. Do you have kids of your own?” He asked. He meant well by the question.

“No kids, but it can’t be too hard.” Lee added.

“Besides, he has me, even if I don’t know how to take care of kids either.” Twilight added.

“Well, you both will get the hang of it.” Kenny said, returning to work on the truck. Twilight made a mental note to ask how a truck works.

“So, what is your family’s plan?” Lee asked him. He thought it would be best to try to be friendly with the.

“I guess hand on down to Fort Laturdal and let things get sorted out. On the off change things got too bad, we could hop on my boat I guess.” Kenny said. He was glad Lee cared about his family.

“You have a boat?” Lee asked him.

“I’m a commercial fisherman. Catching anything that bites.” Kenny added.

“Well then, we will leave you to it.” Twilight said as they left him alone. She went to check on Starlight and Clem with Lee.

“Hey girls.” Lee said.

“Clem here was telling us about first grade.” Kajita said.

“And Starlight was telling us what it’s like being Twilight’s student!” Clem added. Twilight blushed at that comment.

“Well, how is first grade?” Lee asked in a friendly tone.

“Easy.” She said.

“Well yea.” They both said. They missed the easy first grade.

“We must think we can go back to what we used to do, and that you can go home.” Kajita added in. She wanted to stay positive.

“What is it you do Katja?” Lee asked.

“I’m a veterinarian, like Hershel here, but more with dogs and cats, and less with horses.” She said, hoping not to offend Twilight and Starlight. “What is it you two do?”

“I used to teach up at UCA.” Lee said, not wanting to give anymore info.

“I used to run the library before I became princess. Now I teach Starlight and spread friendship.” Twilight added in.

“We must think we can go back to our old lives.” Kajita said.

“No, I USED to. I was let go a while back.” Lee added in.

“I don’t really do anything as princess, so I don’t count that.” Twilight also added in.

“Well, see you later girls.” Lee said as they left. However, Starlight stopped Twilight.

“Hey Twi? Are we going to be able to get home?” She asked her. Both Lee and Twilight stopped.

“To be honest Starlight, no. Neither of us know a spell to get us home. Our only hope is Celestia will be able to get us home.” Twilight said, with a hint of sadness in her voice. Starlight went back over to Clementine and Kajita.

“Hey Lee. What is a truck?” Twilight asked Lee as they walked over to where to fence was.

“Well, a truck is…” Lee begun to explain. As they walked over to the fence, they saw Shawn hammering on wooden boards, Duck was sitting on the tractor, and Spike was leaning over to help Shawn.

“Need any help?” Lee asked him.

“Yea, if you could cut those boards and bring them over here, that would be great.” Shawn said, pointing to an area of the fence. Lee went over the boards and picked up a saw, while Twilight used her magic to levitate them over to the fence.

“My dad has no idea how bad things are yet.” Shawn stated.

“No, he doesn’t.” Lee replied.

“I mean, I just saw one man go up and shoot a kid right in the face. No hesitation.” Shawn said.

“Holy Celestia.” Both Spike and Twilight said.

“Was the kid one of the walkers?” Lee asked.

“He was either asking for help, or attacking the man. Still.” Shawn said, gaining a depressed tone in his voice. “Have you had to kill yet?” This caught Lee off guard.

“I had to shoot one.” Lee said. He didn’t want to say anything else.

“I could probably shoot one. If it was far away.” Shawn added.

“It’s killed or be killed.” Lee said.

“That’s all I need cut. Thank you. You should go help my dad in the barn.” Shawn said, looking over at the barn where his dad was.They went over to talk to him.

“This farm could give Applejack a run for her bits. She’s a farm pony.” Twilight added, making sure to say who she was.

“It’s a nice plot of land.” Lee stated.

“Well if you said that two years ago when I would've still been doing this I would've said you were full of shit.” Hershel said. He then put the pitchfork he was holding down. “I don’t know anything about the both of you, but do you want a piece of advice?”

“Sure.” They both said.

“You both need to become better liars and fast. People will need to rely on trust, and friends and family are important. But at least you both are willing to listen to a man giving you advice.” Hershel told them.

“AHHHHHHHHHHHHHHH!” They heard random yells of pain.

“Go! I’ll get my gun!” Hershel running out. They went over to where the yelling was, and saw Shawn, Duck, and Spike. Shawn was being attacked by walkers and was stuck under the tractor, Duck has a walker on him, and Spike was trying to fend off walkers.

“Lee, help Duck! I’ll get Shawn!” Twilight said. Lee nodded and went over to the walker and started punching it. Twilight encased the tractor with her magic and tried to push the tractor off him. Kenny came to grab his son. They took care of Duck and went to help Shawn. Spike was trying to use his fire breath to get the walkers, who were unable to hurt him past his scales, and went over to help Twilight. However, they were unable to save Shawn, and he got bit. All of this time, Clementine watched it all happen. Hershel came over with his rifle and shot at the walkers. He went over to his dying son.

“Dad. They tried to help me.” He said on his dying breathe.

“I know son, it’s ok.” Hershel said. He then stood up.

“Get out.” He stated simply.

“I’m sorry.” Kenny told him.

“Sorry!? Your son is alive, you don’t get to be sorry!” Hershel told him. He then looked over to Twilight and Lee. “You both tried, but you still were unable to help him!” He yelled to him

“Hey. They tried their best.” Starlight told him.

“My magic was weak, how could…” Twilight said, beginning to mumble to herself.

“GET THE FUCK OUT OF HERE!” Hershel said one last time. Kenny went over to the four of them.

“You got that ride to Macon if you want it.” He told them as they all walked away from it. Twilight was glad Spike was unable to get hurt from walkers, but there seemed to be enough in this world that could still hurt him. However, she still felt like it was all her fault, because of how weak her magic was.

As they drove into town, they saw it’s state of disarray. Most of the buildings had holes, and were missing windows. Cars were all over the place. They drove until they ran out of gas.

“Looks like this is as far as we go.” Kenny said.

“Then it’s far enough.” Lee said as he got out. The others followed him lead. They walked towards a drug store, hoping to find some help. They found a man working on a car.

“Hey there! You friendly? Trucks run out of gas.” Kenny asked him. However, he turned around and they saw he was walker.

“Buck!” Twilight yelled as more walkers appeared around them. She threw Spike on her back and tried to fly to get a good look. “There is a store over there! Let’s hurry!” She flew towards the drug store as the others followed her. However, a walker fell on top of Duck.

“No, no, Ah!” He screamed. But suddenly, there was a gunshot and that walker was killed.

“Quickly, get inside!” Someone yelled to them. Twilight flew back down on the ground and ran with the others towards the drug store. They were unable to lock the door again but closed it up in time.

“When I said that door stays shut no matter what, I fucking mean it!” A girl yelled.

“And we can’t let people die either.” The one with the gun said.

“We took a massive risk!”

“And we thank you for that. But calm down.” Lee added in, trying to calm it down.

“We have kids!” Kenny added.

“Those things outside don’t care.” She said back to him. A larger man came over, looking at Twilight who was hiding Spike and Starlight behind her wings.

“What the hell are those things! You bring in wild animals and someone who is bitten! We should toss them out!” He yelled.

“What?” Kenny asked.

“The Tartarus you will!” Twilight said.

“He’s bitten, that's how you turn!” He said, not even paying attention to Twilight talking.

“He wasn’t bitten!”

“He was, and we are tossing them out now!”

“Lee?” Clementine asked him.

“What is is?” He replied to her.

“I have to pee.” She told him.

“Go, it’s over there.” He said pointing towards a door.

“We are tossing him out now!” The larger man yelled walking towards Duck.

“Over my dead body.” Kenny said.

“Theres not bite, I’m cleaning him up.” Kajita said, who was sitting with Duck. “We can heal him with our magic.” Starlight added in, coming out from behind Twilight.

“They can talk? We have aliens here! We really are tossing them out! And she will find the bite!” The bigger man stated. Starlight backed away again.

“She won’t.” Kenny argued again.

“And if she does. The first thing he is going to go is sick his teeth into his mom’s face, then he will pounce on your little girl.” He stated. Both Lee and Twilight came in.

“We will deal with it then. But I have a little girl I’m trying to protect in here too you know!” Lee stated, trying to calm it down.

“And I have my friends to look out. I can handle one walker, if it comes down to it, with my magic.” She said trying to firm.

“Not worth the risk, we are tossing him out now!” He said, getting closer to them.

“Lee, Twi? What should we do about this guy?” He asked them.

“Its either him or Duck!” Lee said.

“Let’s reason with him.” Twilight added.

“I’ll reason with a bloody handle of an axe maybe.”

“Hey little boy, before you die, you can watch your daddy get his nose broken!” He stated. However Lee butted in.

“No! You don’t touch that boy! You don’t touch anyone in here unless it’s over my dead body!” He yelled.

“You hurt anyone, you will answer to me!” Twilight added in. However, before anything else happened, Clementine let out a yelp.

“Ah.” She yelped as a walker came out of the bathroom.

“Clementine!” Lee yelled running over to her. He grabbed the walker and pulled it off her. He started to fight it, but was losing. Twilight’s horn began to glow as she fired a magic blast towards the walker, causing its head to explode.

“You ok?” She asked him.

“Yea, thanks.” Lee told her.

“That was stupid. That was dumb. That was…, Ah!” He said, falling to his knees grabbing his heart.

“Dad!” The girl ran over to him. “He is having another heart issue. We have been trying to get into the pharmacy since we got here. Please get in there and get his pills.” She said. Kenny took charge.

“Alright, you watch over your dad. Lee and Twilight will work on getting his pills.”

“Lilly, my dad’s Larry.” Lilly said.

“Alright, and you.” Kenny said, pointing towards a quiet person in the corner. “Be our lookout.”

“It’s Doug, you got it.” He said. Kenny then pointed towards the chick with the gun.

“It's Carly.” She told him.

“Ok Carly, you switch out with Doug when he needs it.” Kenny told her. He then looked at the boy with the hat.

“Glenn. I know the area, I can work on getting gas for your truck.” He said.

“Better take a Walkie-Talkie with you then in case you need it.” Kenny said. Spike and Starlight went over to a corner and Lee went over to where Lee was.

“Are you ok Twi?” He asked her.

“I don’t know Lee. I feel like it’s my fault Shawn got killed.” She told him.

“It happened pretty fast, it wasn’t on you. Let’s go talk to the others around here.” Lee pointed out.

“Thank you Lee, let’s take a look around.” Twilight said. “Oh yea!” Twilight’s horn began to glow, and she brought out a bottle of water. “Not sure what humans eat, but I do know you need water. Here.” She said, handing him the water.

“Thanks Twi.” Lee said. They went to check on Clementine.

“Hey Clem, how are you doing?” Lee asked her.

“I am a little hungry.” She told them.

“Ok Clem, we will look around to find something for you.” Lee said. They begun to look around, finding a few granola bars around.

“Hey Ken.” Twilight said, going over to where his family was.

“Hey Twi, hi Lee. Thanks for helping me with Larry.” He told them.

“Friends help each other right. I know that by heart.” Twilight told him.

“Here.” Lee handed him a granola bar and the water. “For Duck.”

“Thanks Lee.” Kaitlyn said. Kenny pulled them aside.

“I killed Hershel’s son.” He told them and Twilight got a look on her face.

“No Kenny, I did.” She told him.

“Neither of you did. It happened really fast. just try to let it go.” He told them. Kenny went back over to his family, and Lee and Twilight went back over to Clementine.

“Here Clem, eat this.” Lee handed her a granola bar.

“Thank you.” She told him. They went over to Carly, who was messing with a radio.

“Hey. What are you messing with there?” Twilight asked her.

“An old radio, but I can’t seem to get it to work.” She told them.

“Let us take a look.” Lee said. He looked around on the radio, and found out it was missing batteries.

“You know there are no batteries in this right?” Lee told her, surprised she missed something that simple.

“Yes. No. Maybe.” She just told him back. Twilight figured batteries were used to power machines.

“Takes two. I’ll take a look around for you.” Lee told her.

“Thank you.” She said back to Lee. They went over to talk to Lilly and Larry

“Hey.” Lee told her.

“Hey, I’m sorry for how my dad acted back there.” Lilly told them.

“It’s fine, he was just protecting you and his group. I understand that.” Twilight told her. She gave her a look.

“Thank you, um?” Lilly asked.

“Twilight, Twilight Sparkle.” Twilight told her.

“Here, give him this.” Lee said, handing her one of the granola bars.

“Thanks, this will help him.” She said, taking the bar.

“Let’s go take a look in the office Twilight.” Lee told her as they walked into the back office. Clementine followed them into the back office. The office had one big bed covered in blood and had an old TV and a few desks around the place. There was some broken glass around the place, and a few knocked down cabinets.

“I can’t think about them in here.” Lee thought to himself.

“Guess we should look around.” Twilight said to Lee. Lee went on over to the bed, and found a picture of his family and himself in front of the drug store they were in. He tore himself off the picture before Carly came in.

“Find anything?” She asked him.

“Just a photo of the family who worked here.” Lee lied to her.

“I know who you are. You are Lee Everett. This is your family's drug store. You killed a senator who was sleeping with your wife.” Carly told him. Twilight’s ears perked up when she heard ‘killed’. “You should let the others know.”

“I don’t think it’s important that they know, I stick to first names for a reason.” Lee told her.

“Well, I will keep this between us for now.” Carly told him.

“Thank you.” Lee said.

“I worked on that case quite a bit, what happened?” Carly asked him.

“I didn’t even mean to kill him. I already knew about the affair. It was mostly an accident.” Lee told her.

“I don’t think you are a bad man Lee, and frankly, having that skill could come in handy.” She told him, rubbing her hand on his face. “Anyway, I will keep this between us for now.” She then left the office. Twilight went up to talk to Lee.

“Lee, tell me the truth. Are you a murderer?” Twilight asked him. Lee knew she heard what happened.

“Yes. I never meant for it to happen though. What happened was a senator was sleeping with my wife, and I got angry. I already knew about the affair, and it was a big accident.” Lee explained, hoping for Twilight to forgive him.

“Lee. We have all done things we aren’t proud of. You regret doing what you did, and you didn’t lie to me about it. I forgive you.” Twilight told him, remembering what happened with the want-it-need-it spell.

“Thank you Twilight. Can you take a look inside that desk while me and Clem move this out of the way.” Lee asked her. Twilight went over to the desk, using her magic to open them up and look around. Lee waved over to Clementine to come and help him move the desk.

“Careful Clem, watch your fingers.” Lee told her as they begun to move it.

“Do you have kids?” Clementine asked him.

“No. But I would like to someday.” Lee told her.

“What happened to your family?” Clementine asked her. Lee wanted to skip the subject, so he stayed silent. Right before they got it moved all the way, Clementine hurt her finger.

“Ah.” She yelped out.

“What happened?” Lee asked her. Twilight looked over to them.

“I hurt my finger.” She said. Lee picked her up and put her on the desk.

“Well, let me see if we can do something about that.” Lee said, walking over to where Twilight was.

“Did you find anything?” He asked her.

“Just, what I think is a first aid kit, and this black device.” Twilight told him, lifting up the two items.

“Oh, the remote to my dad’s TV, and we need a band aid out of there. Thank you Twilight.” Lee grabbed the two items and put a bandaid over Clementine’s cut.

“There you go.” Lee said.

“Thank you.” Clementine told him back. He picked them up, and before they left, he saw his dad’s old cane.

“What is that.” Twilight pointed out.

“It’s my dad’s old cane. He used to whip shoplifters with it. This cane has protected this place better than any dog would.” He explained while lifting up the cane.

“Lee? Are you a bad person?” Clementine asked him, hearing what Carly said.

“What?” Lee asked her, surprised by what she asked.

“Carly and Twilight said you killed someone. Was he bad?” Clementine asked him.

“I did, it's complicated. He was a bad person, but killing is wrong no matter what.” Lee told her. Clementine just nodded and they walked back outside. Right as they did, Glenn’s voice came on the talkie and made Twilight jump.

“Um, hey. Glenn here. Little girl, can you put your daddy on the phone, or talkie, or whatever.” He asked. Clementine handed Lee the talkie.

“This is Lee, what’s up?” He asked him.

“Well, I am down by the old motor inn and well, I’m stuck.” He told them.

“Hang tight. We will send a group to come get you.” Lee told him. Kenny went over to Lee.

“What’s up?” He asked him.

“Glenn is stuck at the old motor inn. I was thinking Carly, Twilight and I go and get him. Carly is a good shot and Twilight’s magic could be useful.” Lee explained.

“Whenever you're ready.” Carly said.

“This could be a good way to learn more about these walkers. Count me in.” Twilight said. So, they gathered up supplies and went out the back door towards the old motor inn.

Author's Note

Sorry for the long delay. Let me know how it is!

Motor-Inn

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!

Starved for Help

Lee was walking with Mark and Twilight in the woods, hunting for food. They have begun to run out of food as time went on, and needed to find more.

"Man, things are getting pretty tense back at the motor inn." Mark began, still walking forward, "I thought Carly was going to take my hand off when I grabbed for her rations." Twilight did feel bad, as she, Starlight, and Spike could survive off the land by eating grass.

"Can you really blame her? I mean, we're all hungry after all." Lee explained. A bird flew in Mark's line of sight, and he aimed for it.

"Can you take the shot?" Lee asked.

"I don't think its worth it." Twilight added.

"Your right Twi. I'm just hungry." Mark said as the bird flew away. Just then, they heard gun shots out of the forest.

"Was that Kenny?!" Mark yelled and asked at the same time.

"I don't know, but let's go find out!" Lee said, running towards the gunshot.

"Kenny, Starlight!" Twilight yelled as they approached the gunshot.

"Twilight, Lee!" Starlight yelled as they came up to them.

"What happened?" Kenny asked, looking around, noticing a group of kids and a adult in the forest.

"I don't know!" Lee replied, looking at them.

"Please help us!" One of them asked.

"We don't need their help. They might be the group that attacked us! I mean look at those things." The other one said, pointing at Twilight and Starlight.

"We just want to help." Lee told them calmly.

"Please, get me out of this thing!" The guy yelled.

"What the fuck, a bear-trap?" Mark said, taking a look.

"Get back." The taller one said.

"We aren't the people that attacked you. What happened?" Lee asked.

"We ran and were attacked by a group a bandits. Our teacher got stuck in a bear-trap. Please help him." The first one said.

"Lee, there isn't a release latch on this thing." Mark explained. Just then, walkers attacked them.

"Lee, me and Starlight will hold of the walkers. Get him out of that thing!" Kenny said, aiming his rifle.

"Twilight, come with me!" Lee yelled, and Twilight followed him.

"Can you get this off Twilight?" Lee asked.

"Not sure how it opens, if I can see.." Twilight started, but Lee pointed to the bear-trap and showed her where it opened. Twilight begun to cast a spell, slowly pulling it off.

"ARAGG!" He screamed before passing out. With some help from Lee, Twilight manged to get the bear-trap off with little damage to him.

"Quickly, let's go!" Lee said. One of the kids followed them, but the other one was confused and didn't move. Starlight used a magic spell to wake him up and forced him to follow them back to the motor-inn. They didn't plan to keep them, but to help the guy get healed and on his way.

Back at the motor-inn, the group was sitting around, working on the fence, standing guard, or kicking a ball. Lilly was on watch, and she heard a noise and whistled, causing them all to duck, and she pointed her rifle out into the forest.

"Open the gate, quickly! We have wounded!" Lee yelled, having him and Kenny carry the unconscious man. Kat and Carly went to open the door, and Lilly and Larry begun to yell.

"What the fuck Lee."

"What's going on."

"What happened."

"Lee! Lee! Lee!" Lilly yelled. "You can't be bringing more people in here, we have a hard enough time feeding who we have.

"They were wounded, by us. We weren't going to leave them!" Kenny explained.

"Besides, they don't have to stay. We can kick them out once were done." Twilight added.

"I didn't think helping this mans cuts wouldn't have been much of an issue Lilly." Lee added.

"Whatever, leave me out." Carly said, leaving.

"Hey, come see what I drew." Clem said, having the two boys. Starlight simply walked away.

"You come in here bringing more people!" Lilly stated.

"They are survivors like us!" Kenny added.

"Besides, what..." Spike started, but Twilight stopped him.

"Go on Spike, please. I will handle this." She whispered. Spike just nodded and left.

"We helped them, we have to stick together."

"We helped you because you had food, they don't." Lilly told Mark.

"Besides, none of you have the balls to run this group." Larry added.

"Dad, please." Lilly said, and he grumbled and walked away. Mark thought it best the three of them handle this.

"We weren't just going to leave them to die!" Kenny added.

"And you can't go making decisions on your own!" Lilly yelled.

"This isn't a damn democracy. We can make our own damn decisions. Right Lee?" Kenny brought Lee in to this.

"Well, fighting over it won't help anyone." Lee added.

"Besides, your both right in a way." Twilight added, but both to no avail.

"You both have to pick a side at some point!" He yelled, walking away, going to talk to Kat seeing if she could help him.

"You both weren't any help back there." Lilly said.

"You and Kenny need to get over this issue of yours." Lee pointed out.

"Yeah well, since I started handing out rations, everyone hates me now. It isn't easy." Lilly said, a hint of sadness in her voice.

"None of us said it was easy, Lilly." Twilight added.

"You know what, I'm not doing it today. You both doing." She begun, handing them both the food for the day. "Here's today's rations, but there isn't enough for everyone. There is eight food items for eleven hungry people. Good luck." Lilly said, going back to her look out post. Twilight and Lee looked at each other and sighed.

"This is going to be a long day." They both thought.

Author's Note

Sorry for the long deley and short chapter, I have been busy with college plans and a long term trip. I will be back to my normal update times within the next two weeks and have longer chapters as well. Bare with me until then.

I'll have a longer chapter next time, and I have a new story planned as well! There should be a cover art coming soon as well!

Gas for food

Gas for food

"Well Lee, who should we give food first?" Twilight asked.

"Duck and Clem at least." Lee added.

"Spike too please." Twilight told him.

"So, that's three of the eight." Lee explained, looking around at who else should get food. They had Larry, Lilly, Carly, the two boys they helped, Kenny, Kat, Starlight, Mark, and them. They both thought it wasn't a good idea to give food to the random strangers yet, Lilly wouldn't have taken it, Kat was busy, they both hated Larry. That left Kenny, Mark, Carly, and them. They went over to where Clem and Duck were.

"Hey Clem." Lee said.

"Hi Lee, Twi." She said. They both looked at her, but something seemed wrong.

"Where's your hat?" Twilight asked her.

"I lost it earlier. Can you help me find it?" She asked them, sad.

"Of course Clem. Where did you lose it?" Lee asked.

"I don't know." She told him.

"Well, we will keep an eye out for it." Twilight said, handing her an apple.

"I love apples! Thank you!" Clementine said, happy she got some food. They then went over to Duck.

"Here Duck, have some food." Lee said, handing him crackers and cheese.

"Sweet! I'm hungry!" He said, taking the food. They went over to where Spike was.

"Hey Spike!" Twilight said.

"Hey Twi! I've been wondering something." He started.

"What is it Spike?"

"Well, never-mind, it isn't important. What do you want?" Twilight was curios on to what her number one assistant wanted, but she didn't push it.

"Have some food Spike." Lee said, handing him a granola bar.

"Well, it's not gems, but thank you. Make sure you eat Twilight." He said.

"I will Spike. Thank you." They then went over to where Kenny was sitting.

"Hey Ken!"

"Hi Lee, Twi. I almost got this motor home working." He told them. "I'm planning on leaving once it works. I want you both to come with me."

"In that? Does it work?" Twilight questioned. She had no idea what that thing was.

"It's an RV, and yes, it does work. I made sure of it." Kenny stated, proud of himself.

"Alright then." Twilight simply stated, not sure what to think.

"Anyway, you want some food Kenny?" Lee asked.

"Did the kids eat yet?" He asked them.

"Yea, we gave all three of them food." Lee explained.

"Well then, I'll take some food, thanks." Kenny said, taking an apple from them. They walked away towards Carly.

"Here, have some food." Lee said, handing her food.

"Thanks, but I don't want it." She said.

"Take it, we don't need it." Twilight said, handing her the food. They walked away before she could refuse.

"Let's hold on to the rest Lee, we might need it later." Twilight brought up.

"Yea, that's smart." Lee agreed. Lilly walked over to where they were standing.

"Not so easy, is it?" She asked them.

"We never said it was." Twilight

"We never said it was." Twilight pointed out.

"I envy you, not sure how you can do this every day."

"Sometimes I can't. But someone has to do this, otherwise no body would, and some people won't be too happy with the both of you." Lilly said, and they both looked at her.

"Your out! Wheres my food!" Larry said, walking over to them.

"Were out." Twilight said.

"If you treat people like this, maybe we should just eat you." Larry said, and this made Twilight get a look on anger on her face.

"I understand your out, but I am hungry man." Mark said as well.

"Kenny! Lee! Twilight! Come over here for a second!" Kat yelled to them.

"He didn't make it did he?" Kenny asked.

"Nothing I could do, he lost too much blood." Kat said.

"God dammit, I'm sick of this shit." Kenny said in a fit of rage, slamming a can down walking away.

"Kenny wait." Kat tried to stop him.

"Let him go Kat." Lee told her.

"He needs time is all." Twilight added in.

"Well then, what do we do about those two?" Kat asked, looking at the two boys.

"Let's just give them some food and let them go on their way." Lee said.

"Can we risk giving them food." Twilight added. Before they could continue, Kat was attacked by a walker, the very same man that she was trying to save.

"Shit! Twilight, help!" Lee yelled, trying to save Kat from the walker. Twilight used her magic to help pull the walker off, and she ran to get the axe. Lee was stuck in a struggle with the walker, when Twilight returned with the axe.

"Hang on Lee!" Twilight yelled, swinging the axe. The axe missed and got stuck.

"Fuck!" Twilight yelled. She started to mimic the words they have used. Lee was still fighting with the walker while Twilight tried to use her magic until Carly manged to shoot the walker with her gun.

"What the fuck!"

"What happened."

"Lee!"

"How the fuck."

"Lee! Lee!" Lilly yelled over the crowd.

"What the fuck happened." Kenny asked.

"Not sure, but he came back and attacked Kat." Twilight said.

"But he wasn't bit." Kenny added, looking at the two kids.

"What the fuck. You lying assholes." He said.

"What? He wasn't bit." Ben said.

"My ass he wasn't, he came back and tried to eat my wife!" Kenny yelled.

"What, y'all don't know?" Ben questioned.

"Know what?" Lee asked.

"It's not the bite that does it, you come back no matter how you die." He told them.

"What. God help us."

"Great, were going to destroy our home now too." Starlight said depressed.

"We can't return home now, can we?" Spike asked.

"I don't know." Twilight answered.

"So, we have to destroy the brain then?" Larry asked.

"Yes, it's the only way to stop someone from turning." The other kid added.

"Back off!" Carly yelled, pointing her gun outside the fence. They all looked to see two men with a gas can walking towards them.

"Whoa lady, chill. We just need gas." One of them said.

"Gas, what do you need gas for?" Twilight asked. They looked at her, but chose to not question it yet.

"We have an electric fence. It runs on gas. We can trade for food if you like. We live on the dairy up the way, and have plenty" The other said. They looked at each other, and they knew they really needed the food.

"Lee, why don't you, Twilight, and Mark go check the place out, see if its legit." Lilly told him.

"I will also go with you." Carly added.

"Alright, get the group ready to come, we will make sure it's safe." Lee said, before turning to the two men.

"Ok, we will bring some gas, and in engage, we get food. Sound like a deal?" Lee asked them.

"Of course, follow us!" The other man said, before walking away. Twilight, Lee, Mark, and Carly followed them, leaving their group behind. They all knew something was up, but they weren't sure what.

Author's Note

Sorry for the shorter chapter again, even if I said it was going to be longer. Other things came up (BO3 DLC 4 for Zombies) and I haven't written much. Plus, I wanna space out these chapters better. Enjoy!

The Dairy Farm

"So, you really have all this food?" Mark asked the two brothers, not sure it was true.

"Yes. The land was untouched due to the fence that we have." One of the two brothers explained. Mark and Ben were walking with the two, while Carly, Lee, and Twilight were standing back, talking.

"It's nice to get away from the Motor Inn. I'm getting sick of this Kenny and Lilly power struggle." Carly pointed out, stating what they all knew. "Personally, I would be happier if you took charge Lee."

'Me as a leader? What about Twilight here? She is a leader back home." Lee added, looking at her.

"Oh no, don't throw this on me. I wasn't even a very good leader. Besides Lee, I would prefer you to be leader as well" Twilight said, blushing a bit from the statement.

"Besides, everyone trusts you Lee." Carly also added.

"Well, not everyone thinks I'm so trust worthy." Lee added.

"Because of your past? Who else knows?" Carly asked, wondering.

"Well, Clem and Twilight know." Lee added as Twilight nodded. "I couldn't lie to either of them"

"Anyone else?" Carly asked.

"Larry knows too." Lee added.

"So that is why he acts like a jerk towards you." Twilight added, noticing how Larry was asking.

"Thank god Lee showed up when he did. Right Lee?" Mark asked as he finished the story.

"Yea Lee, why don't you tell us a bit more about yourself and, your friend, as well." One of the two brothers asked Lee.

"Where are you guys from?" The other in the blue shirt asked.

"Well, I grew up in Macon with my brother and family." Lee explained.

"It's a long story for me. Not important anymore. I doubt I can get home." Twilight had a sad look on her face as she said this.

"And now we are at the Motor Inn." Carly added.

"That place has seen huh?" Andrew asked them.

"Hey, it could be worse. We worked with what we had." Twilight told them, quite proud of herself.

"Who runs things over there anyway?" Danny asked, hoping to get some answers.

"It's a democracy. We all do what we need to help." Lee lied. He didn't want these people to know they have a power struggle over there, and Twilight agreed with him.

"That's good, too many dumb-asses fighting each other now-a-days." Andrew said, glad to see good people.

"How many people you got over there anyway?" Danny asked once more. This question caught Lee off guard, and he wasn't sure how to answer this.

"Enough to defend ourselves." Twilight told them. She knew something was off with all the questions.

"That's good. Things are getting dangerous now, well, you know." Andrew begun. "Well, I hope to get them all out to the Dairy, we have enough food."

"Anyway, what's the story with you?" Danny asked, looking at Twilight. They were both curios about the strange creature, hoping she wasn't a danger.

"Well, it's mostly a mistake that we ended up here. I was working on a magical spell, and things went wrong. We ended up here, and are just trying to survive like you are." Twilight explained. She didn't want to explain to much about herself.

"You gonna cut me out of the deal!" They heard a new voice yell.

"Shit, get down!" Andrew yelled, and they followed his lead, getting close to the ground. They looked and saw two people out in the forest, yelling at each other.

"No one was trying to cut you out of anything!" The other replied.

"It's ok. Danny and I have you covered if anything goes south." Andrew told them, grabbing his rifle.

"Those are the guys who raided our camp." Ben told them, whispering. They went on arguing for a little bit.

"FUCK YOU!" The first one yelled, kicking the other to the ground. "Fuck you. Fuck you, Fuck you." He said shooting the guy. "Asshole." He then walked away.

"Holy Celestia." Twilight was shocked by what she saw. She was beginning to piece together the human world she was stuck in.

"Holy. Anyway, let's get out of here before they come back." Danny said, and they quickly left. Once they approached the Dairy, they all saw land that looked untouched just as Andy said.

"Here it is! St. Johns Family Dairy!" Andrew said as they walked up to it.

"Wow. This land reminds me of the Apple Orchard back home." Twilight was just stuck staring at it. As they walked past the fence, he pointed something out.

"Y'all can see how we kept this Dairy so safe." Andy said.

"Yea, that fence is insane. Must be tons of volts!" Twilight said, looking at the scene around her more.

"Anyway, lets head inside." Danny said, opening the fence gate for them. Soon, they saw a lady walk out of the house.

"Andy, Danny? That you? I thought I saw ya'll walking down here from the drive, and you brought some company as well!" The lady said in her country accent.

"This is Lee. We found him and his group held up at that old motor inn down the way." Andy explained.

"Oh my! That place isn't safe. You all seem quite prepared." She said. "Anyway, we will have dinner ready soon. Why don't ya'll get the rest of your group here and enjoy a big meal!"

"Alright. Me, Twilight, and Mark will stay and help, the rest of you should go head back and get the rest of the group." Lee explained.

"Be safe you three." Carly said, walking away.

"Alright, let's see how safe this place is, and at the same time, make them know we can pull our weight." Lee explained to his two friends.

"Good idea, let's take a quick look around." Mark added, walking away.