Equestria of the Dead

by Dante24

Rating: mature
Tags: Human, Sunset Shimmer, Alternate Universe, Other, Rarity (EqG), Thriller, Equestria Girls, Spike, Horror, Violence, Twilight Sparkle (EqG), Sex, Death
Length: 104525

Two boys, some sexy well endowed girls, and a milf survive a zombie apocalypse.

You all know the story, what starts off as a normal day suddenly turns into a nightmare from hell as the entire civilization is overrun by the literal walking dead. Well, that's exactly what's about to happen here. Five students, and a teacher find themselves in the middle of chaos when zombies being to swarm the school. The six of them must work together to escape and locate their families without falling victim to the horde of zombies that threatens their lives.

Published 2020-10-08 22:10:01 UTC
Last updated 2024-11-01 03:01:18 UTC

Chapter 1

Spike stood on the roof of the school building looking out into the horizon of the city. Class was about to start soon and he didn't feel like going, in fact, Spike didn't even want to come to school at all today; not after an incident that happened sometime ago. All day, he didn't look at anyone, nor speak to anyone; in his mind, they were all ghosts. Soon the bell rang; signaling for class to start, but he just ignored it; opting to stay right up on the roof until school ends if he has to. He was about to go laid down and take a nap until he saw something off in the distance. A man who looked to be in his early 40s had stumbled onto the school grounds. He looked as though he could be drunk by the way he moved; unable to walk into a straight line. Seconds later, the grounds keeper and two other teachers started to make their way to confront him.

"This should be fun."Spike thought as he watched them.

"Hey, what do you think your doing?!" demanded the female teacher. "This is private property; leave here at once or we'll call the police!" There was something off by the man standing before them. His eyes had a dead look in them while his skin and complexion looked as though he hadn't bathe in a week.

"I'll take care of this." the male teacher said as he roll up his sleeve. As the teacher went to grab him, the man acted first; grabbing the teacher's arm and biting it; tearing away parts of his flesh. The male teacher screamed in pain and fell to the ground as blood splattered everywhere. Seeing this caused Spike to gasp in shock as he continued to watch.

"Oh my God, are you alright?!" the female teacher yelled as she kneeled down next to her colleague. "You monster, what did you do to him?!" Seconds later, the male teacher rose up, grabbed his colleague by the top of her blouse, and pulled her in to bite her on the neck. She screamed just as loud as he did as parts of her flesh were ripped off and blood was splattered everywhere. After she fell over, her body started twitching and slowly began to rise up. Both teachers suddenly took on the same form as the man who walked onto the property. Scared beyond belief, the groundskeeper dropped everything and ran off in a panic as all three started to slowly make their way into the building. Up on the roof, Spike couldn't believe what he saw and made beeline door leading back inside. He ran down the stairs and into the hallway where he heard screaming coming from behind him. He turned around just in time to see two students being tackled to the ground by two more zombie-like people.

"There's more of them?!" he said. Turning back around, Spike started to run in the opposite direction. "How did they get up here so fast?" As Spike turned the corner, he bumped into someone and fell to the ground with them. "S-Sorry I......" he said before realizing who it was he ran into. "Twilight?" On the ground before him, was Twilight, a busty, nerdy girl with glasses and her hair up in a ponytail. She groaned her rubbed the back of her head before realizing that her legs were opened and her dark purple panties were exposed. With a shriek, she quickly closed them up in order to hide her modesty.

"What the hell, Spike!" she said with a deep blush.

With no time to waste, Spike stood up and pulled Twilight to her feet. "No time to explain, just come with me!" he said before dragging her off.

"Whoa, Spike, wait!" Twilight said as the two of the ran down the hallway. Seeing something in the distance, Spike quickly ran towards a tight broom closet, and entered it with Twilight; closing the door behind them. "Spike, what are do......" Spike cut her off by placing a hand over her mouth. Twilight's eyes widen as many thoughts started to enter her mind. Was Spike about to have his way with her inside the broom closet? No, he wouldn't do anything like that! Spike's not that type of guy. Grabbing his hand, she removed it from her mouth and demanded answered. "What's going on?"

"Keep your voice down." he said. "Those things will find us."

"What things?" she asked. Spike couldn't bring himself to enjoy the feeling of having Twilight ample breasts smashed against his chest as he was more worried about being discovered by those zombies. Suddenly, something smashed into the door which would've caused Twilight to shriek, but Spike once again placed a hand over her mouth. The two of them silently watched the silhouette of someone bumping against the door in an odd way for a while before it started to slowly leave. "W-What was that?" Twilight asked.

"It's hard to explain." Spike answered. "But we need to go." Spike very slowly opened the door and took a few step outside. Within seconds, he was tackled to the floor by a random female zombie.

"SPIKE!" Twilight screamed.

Spike was on his back trying to push off the female zombie to no avail. Chomping her teeth, she tried to inch closer to and closer to Spike's face. Her strength appeared to continuously grow the more she tried to get at him. "D-Dammit." Spike growled as he tried to push her back. Just as he was starting to suddenly win this struggle, the zombie was suddenly hit in the head with a hammer. This gave Spike the chance to finally push it off him and quickly rise to his feet. Looking at Twilight, he saw that she held a now bloody hammer in her hand with a shocked and scared look on her face. "Is that a zombie?" she asked.

"No time to explain." Spike said as he grabbed her hand. "We have to move." As the two of them ran off, the female zombie slowly rose to its feet and proceeded to walk off in the opposite direction. Spike and Twilight managed to put a few distance between themselves and the zombie before stopping to catch their breath. At that point, the intercom came on and the voice of the principal could be heard.

"This is an announcement for all the students!" he said. "An emergency situation is taking place inside the school! All students are to listen to their teacher's instructions and evacuate immediately! I repeat, an emergency situation is taking place inside the school, all students are to listen to their teacher's instructions and evacuate immediately!" After he said that, there was a brief moment of silence that alarmed Spike.

"Oh, no." he said.

"What....what is it?" Twilight asked.

Just then, the principal could be heard over the intercom once again. "N-No, what are you doing, stay back!" he said with a tone of untold fear. "I said get back!" Just then the sound of a scuffle could be heard along with his screams. "NO, GET BACK! GET BACK! OH GOD! GOD HELP ME! NO, NO NNNNNOOOOOOO! AAAAAAAHHHHHHHH!" And with that, the intercom shut off. Within all the classrooms, there was dead silence as all the students and teachers tried to process what just happened. Seconds later, all the students screamed and rushed out into the hallways; falling over, and trampling one another as they attempted to evacuate. Some of which grabbed other students and punched them out of the way while the rest were kicked. It was total chaos. In their haste, most of the students wound up running into a small group of zombies where they were bitten and became zombies themselves.

"This way quick!" Spike said as he grabbed Twilight once again.

"W-Wait, where are we going?!" she yelled as they ran.

"To the roof!" he said. "There's too much going right now!"

****************************

As a group of students ran screaming down the halls, a brown skin male student with brownish-orange hair exited the classroom and began running in the opposite direction. A head of him was a busty marshmallow skinned girl with a stylish purple hairstyle. She looked to be peeking around the corner at something. "Hey, you're Rarity aren't you?" he said; startling her.

"Jesus, don't sneak up on a girl like that!" she said.

"S-Sorry." he said. "But, what are you doing?" Rarity pointed around the corner for him to to see, and what he saw instantly scared him. There were three zombie students standing in the middle of the hallway swaying from side to side as if they could fall over at any second. He was about yell out when Rarity grabbed him and pulled him away.

"Keep your mouth shut doofus!" she gritted her teeth.

"Sorry." he said.

"Look at how these things are moving." she said. "They appear to not know where to go." The two of them peeked around the corner and observed the zombies. "Hey, give me your shoe."

"What?" he said.

"I have a theory, now give your shoe." she said. The boy, for some reason, decided to listen to Rarity, took off his left shoe, and handed it to her, to which, she took aim and threw it; hitting the side of the locker. The sound caused the three zombies to look over then move in the direction it came from. All three of them walked right into the lockers and continued to bump into them as though they were trying to go through them. "They appear to only react to sounds which mean all their other senses must be dead." she said. "Which also means they're blind since they wouldn't be bumping into the lockers like that."

"What about the weather, like heat and rain?" he asked.

"I'm pretty sure we'll get plenty of chances to find out." she answered. "If we keep quiet, we can make it pass them, come on."

"Are you crazy?" the boy asked.

"It's literally the only other place to go." she said. "All the other hallways are filled with students causing a panic. Besides, where were you on your way to anyway?"

"The nurses office." he answered.

"Why there?" she asked.

"My mother's the school nurse." he answered. "With all that's happening, and now zombies roaming the school, I gotta see if she's okay."

"You're mother's the school nurse?" Rarity asked. "Nurse Cream Heart's your mother? That's means you're......."

"Yeah, i'm Button Mash." he said with a hint of confusion.

"Oh God, of all the students I could've ran into, I just had to run into the guy who has a fetish for his mother." she thought.

****************************

Spike and Twilight had made it to the roof of the school where they saw multiple army choppers flying over them into the city. Buildings were on fire, traffic jams as far as the eye can see, and signs if a riot breaking out. It was absolute anarchy. "W-What.....what's going on?" Twilight as she grabbed in to Spike's shirt. "Everything was just fine earlier this morning." A huge gust of wind nearly knocked the pair over as more and more army choppers flew over head. Twilight was about to make an attempt to wave them down, but Spike stopped her.

"Don't waste your strength." he said. "They're clearly not hear to help us, otherwise, they've done something before all this started."

"So what do we do?" she asked. Spike looked around and saw a small fight of stairs that led to a mini utility shed. Grabbing Twilight's hand, the pair made their way up there. Spike went to for the door, but stopped once he discovered that it was slightly open. Pushing Twilight behind him, he kicked it open; awaiting for a zombie to jump out. Thankfully, it appeared that nothing was in there; leaving Twilight and Spike to freely walk in. "There should be something in here we can use to defend ourselves with."

"You actually plan on fighting those things?" Twilight asked.

"We have no choice." he answered. "Once the sun sets, we're screwed. We have to get out of the school before then."

"But where will we go?" she asked.

"My house." he answered. "We'll get supplies, then find our families. After that, maybe find somewhere safe." Spike bent down and picked up an fire ax, as well as an old baseball bat. "These will have to do for now." Spike tossed the bat to Twilight before making his way to the door.

"We have to go to my locker." Twilight suggested.

"What for?" he asked.

"My cellphone's in there." she answered. "I can call my brother and he can come get us."

"Oh, yeah." Spike said with a change in his attitude. "I forgot your brother's a cop." Twilight, realizing that it might not have been a good idea to bring up her brother in front of Spike, slowly lowered her head in regret.

"I.....I'm sorry, Spike, I didn't mean......" she started before being interrupted by a girl screaming. Alarmed by this, both Twilight and Spike ran outside, headed down the staircase, and towards the back end of the roof. There, they saw the track field where a couple of students were running from a horde of zombies. One girl was unfortunate enough to get caught by two of them.

"HELP ME, PLEASE, SOMEONE HELP!" she screamed. One had her by the leg while the other held onto her arm as she struggled to get away. In one move, she was bitten on the neck which caused blood to splatter, she screamed out then fell to the ground. Seconds later, he skin started to change color as her body twitch uncontrollably.

"Oh, God." Twilight whispered as she held both hands over her mouth.

"It's just like those horror movies." Spike said. "Once they bite you, you become one of them. We have to get outta here, come on." The pair began to make their way back inside the school; unsure of how they were going to make it out of the place alive.

****************************

Button and Rarity had made it to the nurse's office and entered it just as three more students ran passed them. "Mom, you in here?!" Button said. Coming around the corner was a butterscotch skinned voluptuous woman with breasts too big to even be considered real with long hair that matched Button's.

Button!" she said as she ran to her son; his entire face disappearing in between her pillows. Rarity started to feel herself want to throw up in her mouth. It was highly rumored amongst students that there was some kind of insectious releationship between Button and his mother. This was mostly due to how close the two of them seemed to be. Even though they were just rumors, Button and Cream didn't take the extra steps to deny them and no one really wanted to take the extra step and confirm if it was true or not because......well......who wants to see someone banging their own mother. "Oh, honey, what is going on?" she asked.

"I don't know, but we need to leave." he said. Seconds later, four zombies crashed through the door; causing Rarity and Cream Heart to scream. The two of them moved behind Button who grabbed a heavy object, but before anything could happen, the zombies were attacked by a well endowed orange skinned girl with red and yellow hair wielding a long bokken, a wooden stick in the shape of a samurai sword. She attacked them with such force that each blow managed to crack their heads open and all four zombies fell to the ground motionless.

"You all okay?" she asked as she turned to face them.

"Y-Yeah." Rarity answered. "Are they dead?"

"Yeah. The only way to kill these things is to smash their heads open." she explained. "I managed to kill a few of them already, but more and more are appearing by the second."

"We can't stay here and wait for the police to save us." Rarity said. "We have to escape."

"If it's that bad out there, then the best exit should be the west end of the school." said Cream Heart. "It leads into the parking lot, so we could drive away."

"Isn't your car in the shop?" Button asked.

"Well....yes....but I can drive the bus that's parked out there." she answered.

"Do you have the key?" asked Rarity.

"Um....no." she admitted. "It's in the teacher's lounge."

"That's all the way on the other side of the school." said Rarity. "I doubt we'll be able to make there."

"We have to try." said the orange skinned girl. "The longer we stay here, the harder it's gonna be later, especially after dark, but if we stick together, we can make it." All nodded in agreement and prepared to head over to the lounge.

"By the way, what's your name?" Button asked.

"Sunset." she answered. "Sunset Shimmer."

****************************

Spike and Twilight ran through the halls; attacking any zombies they came across until they made it to Twilight's locker. Spike kept a lookout while she frantically entered in her locker combination. In her haste, she continuously messed up until she finally got it. Opening her locker, she pulled out her phone and was about to dial the number, when suddenly a few zombies started to show up. "Can't stay here." Spike said; grabbing her hand. "Let's head for the teacher's lounge. Hopefully, no one's in there." With a nod, Twilight and Spike started to head in the opposite direction of the zombies. This meant they had to take a scenic route that would take them in a complete circle until they made it to their destination. Along the way, they encountered another group of zombies that they quickly disposed of. The pair were starting to become tired as they were approaching the lounge; running as fast as they could until they entered it; both were out of breath, but were safe for now. The entire lounge was empty, and looked as though no one's been in here since earlier that morning. Spike and Twilight took a seat on a nearby couch to rest when Twilight pulled out her phone. She called her brother's number and got a ring tone but no answer. She tried it again and received the same result. "Why isn't he answering?" she asked; getting worried. She hung up and tried for a third time, this time there was an answer.

"Shining?" she said.

"T-Twily, is that you?" he asked. "Look, the entire city is in panic mode ri......*BANG*"

"Shining, what's going on, Shining!" she started to yell.

"Listen....yu.....ge....the......" the phone started to static.

"Shining, what are you saying?! Shining?! SHINING!" she yelled. Just then there was a click then a beeping sound. Twilight looked at her phone and saw a no service notice. "W-What? What do you mean no service, I was just speaking to him."

"Twilight." Spike said as he slowly pulled into his arms in an attempt to calm her down.

"Spike, I was just speaking to him." she said as she started to cry. This moment wouldn't last as the door handle began to jiggle. Someone, or something, was trying to get inside the lounge. Spike quickly stood up and grabbed his axe; ready to strike down any who entered. Thankfully, he didn't have to. Entering the lounge, was Sunset, Rarity, Button, and Cream Heart. All four of them were shocked to see that there were other survivors, although, Rarity and Sunset were more shocked that they were in the same room as Spike.

"You made it as well?" asked Button.

"More or less." Spike answered. Cream Heart let out a small gasp once she saw small blood splatters on Spike and Twilight's clothes. "So what are you all doing here?" Spike wondered.

"We're planning on getting outta here." Sunset answered. "We just came to get the keys to one of buses out back. You two should come with us." Twilight was about to agree, when something caught her attention on the tv screen. Noticing the remote on a coffee table, she got up went over to grab it, and used it to turn up the volume.

"Twilight, what is it?" Spike asked. Soon everyone looked up at the tv and saw a new report talking about the situation that was going on.

"Over 220 people have been victimize already." said the reporter. "The governor has already declared a......*BANG*.....a s-state of emergency. *BANG* BANG* It's a gunshot. It looks like the police are finally using firearms. From what I can see.......no, NO, NOOOOOO.........." The camera had fallen to the ground and captured the feet of a walking zombie while the reporter screamed to the top of her lungs. The camera was cut off and it went back to the studio where everyone looked to to be in shock.

"W-We seem to have lost connection." said the female reporter. "For now, will be broadcasting from the studio. The condition outside is extremely dangerous so stay indoors unless absolutely necessary. We'll bring you more stories as soon as it's safe to cover the site."

"Is that it? Just stay indoors until its safe?" Spike said. "Why aren't they telling us anything else?"

"They're afraid of causing a panic." Rarity explained. "One people start to panic, it causes even more chaos than we already have, and when that happens, well.....just hand everything to the walking corpses." The group continued looking at the tv with Twilight flipping channels in hopes of at least figuring out how all this started, but they came up short. All they know is that within a few hours, the entire world has been infected with zombies. Cream Heart slowly pulled her son close to her just as Twilight moved closer to Spike.

"So what now?" asked Button. "What can we do?"

"We can't stop it that's for sure." said Sunset.

"Spike and I were going to find our families, then find some place to hold up for a while." said Twilight. "Maybe we can do the same for yours."

"Sounds like a plan." said Sunset. "But before we do anything, I think it's best that we all get acquainted. Everyone here already knows the school nurse, so i'll started. I'm Sunset Shimmer."

"Hey, i'm Button Mash." Button spoke up.

"Rarity Belle." said Rarity.

"Twilight Sparkle." said Twilight.

"I'm pretty sure you all know who I am." Spike said; turning away from everyone. There was wave of silence in the lounge, save for the tv, as everyone except Cream Heart and Twilight, avoided eye contact with Spike. Cream Heart had a confused look on her face as she looked at everyone. Did something happen that she wasn't aware of? "Look, forget it." Spike said. "If we're to survive this, then we have to work together."

"Agreed." Sunset said as she noticed an uncomfortable look on Rarity's face.

"So, what's the fastest way out of the school?' Twilight asked.

"The west wing." Sunset answered. "That's where the buses are. We should also pick up survivors whenever we can."

"Let's go." Spike said.

Chapter 2

As the sun was showing signs of setting, the group had managed to fight their way near the west wing of the school. Along the way, they had ran into a group of students who managed to survive the ordeal and brought them along. They all had made it to the stairway leading to the ground floor when they were forced to stop upon seeing the entire floor filled with students who were turned into zombies. "Great, now what?" asked a male student.

"Keep your voice down." warned Rarity. "These zombies might not be able to see us, but they can definitely hear us. They react to sounds and slightest noise will set them off."

"So how are we gonna get pass them?" asked as a female student.

"I know what to do." said Spike. "If what you say is true and they react to sounds, then i'll clear a path." Spike started to make his way towards the floors when Twilight grabbed him arm; the fear on her face said it all. If Spike was wrong about this, then he'll definitely die down there. He placed a hand over hers; insuring her that everything was going to be alright with a smile. Twilight reluctantly let him go and Spike made his way to the bottom. Spike controlled his breathing as he walked through the crowd of zombies. One of them made its way towards him, and just passed him by as if he wasn't there. Looking down, Spike found a shoe and picked it up; throwing it down the hall in the opposite direction of the main door. It hit a locker which caused the zombies to react and move towards where the sound came from. Spike waited until the floor was completely clear before heading over to the door and slowly and carefully opened it. He waved at everyone to come down quietly; which they did. One by one, they all went through the door as quietly as possible. If they kept this up, then they could make it to the bus; no problems.

*CLANK*

So much for no problems. One of the students, carrying a long metal object, accidently hit the side of the staircase as caused a loud echo to ring out. All the zombies that were inside the building as well as the ones outside, all heard the sound and reacted. With no choice, Spike yelled out. "EVERYBODY RUN!" The entire group started to make a break for it towards the bus area. Spike, Sunset, and Twilight went up ahead of the group and took out as many zombies as they could; clearing a path for everyone. Unfortunately, not all of them were able to make it. One of the students got caught by one of the zombies and was taken down rather quickly. As badly as most of them wanted to help, they couldn't; else they'd be in the same boat. With a swing of his axe, Spike managed to decapitate a zombie while Twilight bashed one's head in with her bat. Sunset, using her bokken, managed to take out three at once.

The group turned the corner and there in front of them was the bus. Running as fast as they could, they reached their destination with Cream Heart being the first one inside. Spike and Sunset took point and took out any zombie that was getting close to them; giving the others enough time to gin on the bus. "Is everyone on?" asked Sunset.

"Yeah, seems so." Spike answered. "Get going, i'm right behind you." With a nod, Sunset got on the bus just as Cream Heart started it up. Spike jumped on right after her and was about to shut the door when he heard a female voice call out. "WAIT! PLEASE DON'T GO!" Looking out into the distance, Spike saw a few students and a teacher running for their lives towards them.

"Who's that?" he asked.

"That's Mr. Sombra, isn't it." Sunset answered. That name triggered something inside Twilight that caused her to become extremely angry for some reason. With zombies starting to swarm around them again, Spike was about to head back out to help them, but was stopped when Twilight grabbed his arm.

"Don't help him!" she said.

"What?! What do you mean don't help him?" Spike asked in a shocked tone.

"You don't have to help him, just leave him here to die!" she yelled.

Outside, as the zombies were starting to get closer, Sombra and his students were getting close to the bus. "Hurry everyone, just a little further!" he said as his students passed him up. At the end, a male student tripped and fell to the ground groaning in pain.

"Ahh, m-my ankle, I think I sprained it." he said. "Mr. Sombra, please, help me."

Sombra looked over at the student and smiled. "Oh, you poor thing." he said. "Well....I guess that's it for you then." In one move, he stomped the kid in the face; crushing his glasses into his eyes and watched him as he screamed in pain. "The world we know is over." he said. "The weak have right to be in the new one." As he turned around to walk away, the male student was surrounded with a group of zombies. Sombra wore a dark smile on his face as he heard the boy's screams and plea for someone to save him.

With everyone on the bus, Cream Heart hit the gas and they were on the move. As she headed for the gate, she saw the entire student body, now zombies, in her way. As the school nurse, she knew most of them, took care of most of them, and now was going to have to mow them down so that she and everyone can escape. With tears starting to form in her eyes she lowered her head. "Forgive me." she whispered. Stepping on the gas, the bus picked up speed; running over every zombie in its path until it made it to the gate. The bus crashed through and began to make its journey into the city. Inside, everyone breathed a sigh of relief.

"We made it." said Spike.

"Barely." Button replied.

"Thank, God we did." Sombra said as he walked up to them. "You're Sunset Shimmer, are you? I take it you've been appointed leader."

"No." she answered. "We just worked together to survive, that's all."

Sombra let out a light chuckle as he looked at everyone. "That's no good. To survive, we need a leader; a leader who bares everything, included the lives of everyone who follows him."

"Is he serious?" Rarity thought before she looked out the window. She gasped as she saw the city out in the horizon in flames with black smoke rising as high as the tallest buildings. Who knows what was happening right now as they got closer and closer to it. It wouldn't surprise her at all if there was riot happening right now. Over with Spike, he could see a disgusted look on Twilight's face as she watched Sombra make some kind of speech about how they need a leader to survive.

"So what's up, Twilight?" he asked. "Why did you want me to just leave them back there?"

"No, not everyone, just him." she said. "I can't stand him."

"Why? Did he do something to you?" he asked.

"Not to me, but to......" Twilight started to explain, but she was soon interrupted by one of the male students growling in frustration.

"Look, its dangerous to go into the city." he growled. "Why are we even going there in the first place? If you ask me, we should've stayed back at the school until someone came for us. For all we know, help is already over there right now."

"If you really feel that way, i'm sure the nurse will have no problem pulling over and letting you off so you could walk back." said Sunset. At that point, Cream Heart stopped the bus which actually scared him a bit, but the reason was that there was a barricade in front of the tunnel that led into the city. She was going to have to back up and take a detour somewhere. "So why don't you tell us what your problem is?" Sunset continued.

The male student answered by pointing right at Spike. "I can't stand this guy." he answered. "I hate him." At that point, Spike stood up from his seat to confront him. This caused Cream Heart to get out of her seat as well and grabbed Button to bring him closer to her out of fear that a fight was going to break out.

"Why? What the hell did I even do to you, I don't even know you." he said.

"Not to me, but to the student body president, you sick bastard." he said. The student was about to charge at Spike to punch him, but he was stopped when Twilight stepped in and hit him in the stomach with the hilt of her bat. The student groaned in pain and fell to the floor.

"Asshole." she said as she stared at him.

Sombra, having witnessed this, started to clapping his hands. "Bravo, thank you for proving my point." he said. "This just shows that we need a leader. Neither one of you would want such a heavy responsibility on your shoulders, do you?"

"Let me guess, you're gonna run for the position then?" ask Rarity.

"Well, I am a teacher, Miss Belle, and while mature, all of you are 18 and barely considered adults." he said. "That alone shows who's more qualified. Why, just moments ago, I saved all these brave students." With a smile, two female students stood up and began clapping followed by two male students. Eventually, the entire back end of the bus was applauding Sombra to be the leader of the group, to which the teacher graciously accepted by taking a bow. And just like that, Sombra was now their leader. Even more disgusted by this, Twilight headed for the door and jumped out.

"T-Twilight!" Spike yelled.

"No!" she said. "I'm not staying here with HIM!"

Spike jumped off and grabbed her hand. "Wait, Twilight." he said. "Just come back to the bus, and we'll get off when we get back into the city."

"Dammit, Spike, I told you you should've left him to die." she said.

"Twi....." Spike started but was interrupted when he heard a the sound of a horn. Coming at them at full speed was a city transit bus. Sunset noticed it as well and yelled at Cream Heart to get them out of the way. The nurse quickly put the bus in reverse right before the transit hit something and flipped into the air. Spike grabbed Twilight and ran into the tunnel with her just as the bus crashed; blocking them off from the others. "SPIKE, TWILIGHT!" Sunset yelled as she got off the bus. The transit caught fire and coming out of it were zombies that were set ablaze. The fire surrounding their bodies appeared to have no effect on them whatsoever.

"Spike, Twilight, you two alright?!" Sunset yelled.

"Y-Yeah!" Spike answered as the flames increased. "The east police station! Meet us at the east police station! If not tonight, then definitely tomorrow!" The flames grew too much for the two of them to stay near it any longer. Sunset ran back into the bus where Cream Heart backed out to find another way around. Inside the tunnel, Spike noticed a strange liquid pouring out of the transit bus was immediately alerted. "Shit!" he yelled as he grabbed Twilight's hand. The two of them ran away from the wreckage as fast as they could as the liquid traveled to the fire and ignited. A loud explosion went off and a wall of fire traveled through the tunnel; nearly engulfing Twilight and Spike. The two barely escaped the explosion, but weren't out of the woods yet. They couldn't stay there any longer than they already were since the sound would obviously attract more zombies near them.

"We should get going." Spike said while keeping an eye out for any zombies.

"Y-Yeah." Twilight replied.

****************************

It was a little after midnight when Twilight and Spike entered the city. The part of the neighborhood they were in was completely abandon. Windows were broken, cars left in the middle of the road, buildings looking as though they were broken into, and blood smeared just about everywhere. It looked like scene within a horror movie. As they walked, Twilight held onto Spike; afraid that something would jump out at them any second now. The only thing that put her mind somewhat at ease was the fact that some of the street lights were on. "Maybe we should rest." Spike suggested once he noticed a bench at a bus stop.

Admittedly, Twilight was tired from walking all the way here, but at the same time, this area was making her very uncomfortable. She felt like someone was watching them from the shadows. It was then she saw something at the edge of the corner. It looked to be some kind of bike, but she wasn't sure. She pointed it out to Spike and the two of them headed over. Turns out, it was nice sized moped scooter with the key still in the ignition. The pair couldn't believe their luck, now they could make it to the police station faster, however, there was one small problem. When Spike started it up, there was hardly an gas in the thing. "There should be a gas station nearby, right?" Twilight asked.

"Hopefully." Spike replied as he got on. Hopping on along with him, the two drove off; just as a few zombies came out of the shadows. Spike and Twilight traveled the neighborhood for about 15 minutes until they came across a gas station, and just in time too. The moped had ran out of gas. Getting off, Spike pushed it towards one of the pumps before letting out a small growl.

"What is it?" Twilight asked.

"These pumps only takes cash." he said. "Who the hell carries cash on them in this day and age."

"Great, now what?" Twilight wondered. Picking up his axe, Spike turned towards the building. "Uh, Spike, what you thinking?"

"I'm going inside and break the register." he said. "There might be some change inside we can use. Shouldn't take long, scream if you hear anything." As Spike started to make his way inside, Twilight moved closer to the bike and waited. Spike slowly entered the building and took a look around. There was no one in there and the place didn't seem to be wrecked. "Maybe they all ran away when all this shit started." he thought as he made his way around the corner. "I normally do things like this in games; never thought i'd actually do this in real life." Raising up his axe, Spike bashed the register. Outside, Twilight could hear the constant smashing and rolled her eyes.

"Geez, he's loving this, isn't he?" she said before giving a small smile. "He's such a....AAAHHHHH!" Twilight didn't noticed, but someone was watching her and Spike from a distance. Whoever it was, they apparent;y waited until Spike was inside in order to make their move. Twilight's scream caused Spike to stop what he was doing and run back outside.

"TWILIGHT!" he yelled. Spike stopped in his tracks once he saw that Twilight was being held at knife point by some guy with a crazy look on his face. Upon seeing Spike holding his axe, he let out a crazy sounding laugh.

"Hey, you've got a hot piece of ass here, ya know that." he said.

Let her go!" Spike demanded, but the man just laughed at him.

"And why would I do that?" he laughed. "You'd think i'd just go after one of those zombie bitches? Not on your life, man." The man began laughing louder and harder as he held Twilight closer.

"You're insane." Spike said.

"Insane?" he said. "Ya goddamn right I am! My entire family became those things right in front of me! I had to smash their heads in in order to survive! My father, mother, brother, grandmother, and kid sister! I killed all of'em! How can I be normal?! YA THINK I WOULDN'T BE FUCKED UP AFTER THAT?!" As the guy started laughing crazy, Twilight took this time to push him away to get to Spike, but he managed to catch her; grabbing a hold of her of one her breasts. Twilight let out a high pitched squeak as the man began fondling her hard. "Hey, you got some nice tits here, bitch. They feel so soft, so smooth." he growled.

"Stop it!" Twilight yelled with tears falling from her eyes.

Spike gritted his teeth and gripped his axe in pure anger at what was happening right in front of him. "Hey, man, you're fucking her, right?" the man said. "I'll bet you're sticking it to her every night, aren't ya. Wait a minute....holy shit you haven't?! You mean to tell me you haven't gotten all up in this yet?!" The man let out yet another crazy sounding laugh as he grabbed Twilight's shirt with a hard grip. "Come on, bitch, show me just how nice these tits of yours really are!" In one move, he managed to rip apart not only Twilight's shirt, but her bra as well. With her breasts bouncing free for the world to see, Twilight sealed her eyes shut and screamed to the top of her lungs while the man just marveled the sheer size of her chest. This caused Spike's anger to rise tenfold as he gripped his axe with such force that he managed to crack it a bit. He was only able to take one step towards them before the man put his knife next to Twilight's neck. "Stop right there!" he yelled. "Drop the axe, or i'll kill this bitch.....and the bike, give me the fucking bike!"

"There's no gas in it." Spike growled.

"I heard you in there!" the man yelled. "Get the cash an fill up the damn thing!" He didn't want to give in to this guy's demands, but what choice did he have? With a heavy sigh, Spike dropped the axe and started to head inside the building; all the while hearing Twilight's cries as she was being continuously fondled. Spike headed over to the counter where the register was opened and grabbed a fist full of cash. It was then he saw something on the ground; just under the counter. He bent down and there before him was a handgun; a 9mm revolver to be exact. He hadn't noticed it there before, but was glad it was here. He grabbed it and placed it in his back pocket before heading out. He had to wait for the right time to use it, or else Twilight's dead. Coming out, Spike never took his eyes off the guy as he headed over to the gas pump and place the money in; soon filling the bike with gas. It didn't take long for the bike to be completely filled when Spike turned to back to the man. "There, it's done." he said.

"Leave the bike, and walk away." he demanded.

"Let Twilight go, and you and keep the bike." he said.

"Not on your fucking life!" he yelled. "The bitch stays with me, NOW GET MOVING!" Spike stared the man down before glancing off in the distance and seeing that trouble was slowly making his way here. He decided not to react to it unless this guy tries something like throwing Twilight right at them. Spike took two steps away before turning to face them. "Come on, man.........." he started.

"ARE YOU FUCKING DEAF, RETARD!" the man interrupted; waving the knife around before pointing it at Spike. "I SAID GET WALKING!"

Seeing that trouble was starting to get closer, Spike tried again to speak to the guy. "Look....."

"I SAID SHUT UP AND START WALKING!" he screamed; waving the knife around once again. Spike took this time to attack. In one move, he darted towards the man; reaching into his back pocket, pulling out the revolver, and placing it to the guy's shoulder. This caught him completely by surprise, as he had no idea Spike had one. "I've never fired a gun of before, but you know what, I don't think i'll miss at this range. Spike said.

"H-Hey, w-wait a minute." he said. "T-The gas, you'll hit the gas."

"I don't see how that's possible since your shoulder is a few inches away from the pump." Spike countered before he fired off a shot.

*BANG*

The bullet went right through the man's man's shoulder and he fell backwards; releasing Twilight in the process. Placing a hand over his now bleeding shoulder, the man yelled out in pain while hunched over. "YOU ASSHOLE!" he yelled. "BLEEDING.....I'M BLEEDING!" The pain was just so much, he could bring himself to stand up. On the ground next to him was his knife that was picked up by Twilight. He looked up and saw the topless girl with tears streaming down her face ready to deliver the killing blow. Twilight was feeling anger and humiliation the likes of which she's never felt before and was going to end him right here and now.

"I'll kill you." she could only whisper she was so angry. "I'll fucking kill you."

"Twilight, stop." Spike said grabbing her arm. "We have to go."

"But he....." she started before noticing an entire horde of zombies coming at them. They couldn't drive off with the bike, so their only chance to escape was to head inside.

"Let's go." Spike said. Twilight looked back at the man with disgust before dropping the knife, and went with Spike.

"H-Hey, y-you're not gonna leave me here are you?!" the man yelled. "WHAT KIND OF SICK FUCKERS ARE YOU?!" His anger soon turned into complete fear once he noticed a horde of zombies towering over him. "NO, COME BACK, COME BACK!" he screamed, but Twilight and Spike ignored his cries and entered the store; locking the door behind them. The man was paralyzed with fear as inch by inch, the zombies closed in on him. Seconds later, the only sound that could be heard, was his screaming as one by one, the zombies piled on top of him.

Chapter 3

Twilight and Spike headed towards the office which was located at the back end of the store where they locked themselves inside; deciding to wait until morning to leave. Hopefully by then, the zombies will be gone. Looking over at Twilight, Spike that she buried herself in the corner with her back towards him; using her arms to cover up as much of her breasts as she could while quietly sobbing. Inside the office, there were a couple of lockers. Hopefully one of them had something Twilight could use to cover herself up with. Unfortunately, as Spike looked through them, he found that they were all empty. There was, however, another solution. Spike took off his own shirt and head over to Twilight. "Here, put this on." he said softly. Twilight slowly rose her head and looked over her shoulder to see Spike handing her his shirt while at the same time avoiding eye contact. Twilight wiped the tears from her eyes and took the shirt from Spike; whispering a "thank you" to him.

After putting Spike's shirt on, Twilight turned to face him with a light blush. Spike was now sitting on the floor against the lockers looking up at the security tv screens in his muscle shirt. They captured everything inside and outside the building. This was good thing since they now had a way to tell if it was safe to leave. Twilight crawled over to him and wrapped her arms around his torso. No words were said as between the two of them as Spike placed an arm around her as she snuggled close to him. They stayed that way for a while before slowly falling asleep.

****************************

Hours passed before Spike slowly woke up to Twilight clinging to him. Spike was so angry with himself that he allowed her to fall in that terrible situation with the crazy guy. He squeezed her hand as he promised himself to never allow her to fall into that kind of situation again. Looking up at the security screen, Spike saw that it was daytime now and the front end seemed to be clear of zombies. He gently shook Twilight to wake her up. "Hey, Twilight." he said in a soft tone. Little did he know, Twilight was already awake, but didn't want to move just yet.

"Nooooo." she whined.

"Come on, you know we can't stay here." he said. "We have to meet up with the others, besides, we....kinda need to get you a new shirt." Twilight's grip on Spike tighten as memories of last night came back to her. He body started trembling which caused Spike to hold her close; gently rocking her back and forth until she calmed down. The pair stayed there for a few more minutes before standing up to leave. Very slowly, Spike opened the door and peered out. Thankfully, there were no signs of any zombies. Spike and Twilight grabbed their weapons and made their way to the front of the store where Spike headed behind the counter one last time to look for something.

"What are you doing?" Twilight asked.

"Looking for this." he answered. Spike found a small box of bullets for the gun and placed it in his pocket. The pair soon exited the building to discover the moped still where they left it and a pile of blood where the crazy man once was. Not wanting to think about him anymore, they both hopped on then drove off into the city.

****************************

Speaking of the city, there was a major evacuation happening right now; causing a traffic jam that stretched out for miles. Most of the people that were walking had left behind their cars in order to move quickly. Inside the bus, Button and Rarity were both looking out the window and witness all that was happening in front of them. "I wonder where they're going?" Button asked.

"If I had to guess, most of them are probably going to an island, or some isolated area with a strong military defense." she explained. "If the military have already taken precautions, then the capital city should be okay."

"Then maybe that's where we should be headed." Button suggested.

"No, it's too late." she argued. "Large areas, like the capital city, with a large military presence may be managing to keep these zombies under control, but they may also be adopting a stern policy towards letting anyone else inside. Sooner or later, it's going to be like that everywhere in the world. Most places might focus on keeping their community as small as possible in order to survive."

"You seem to have thought about this alot." Button complimented.

"In a world where whole cities have been taken over by zombies, it's only natural to have a closed off community." she said. "Just look at Sombra over there. You could already see he has one." Both Rarity and Button looked over to see Sombra sitting next to a well endowed female student with his hand caressing her cheek before slipping it inside her shirt to fondle her chest. The female student closed her eyes and suppress a moan; not wanting to alert the others while Sombra had a perverted smirk on his face. "You know, all this happened overnight." Rarity said.

"Think we should do something?" asked Button as he turned back around.

"Forget about them." she said. "Right now, we have better things to worry about. Like finding our families for instance."

"I agree." came Sunset's voice as she and Cream Heart approached them. "But what should we do about Sombra and the others? I highly doubt they'll want to come with us."

"That's easy, we leave them behind." said Rarity.

"W-What? We can't just leave them." Cream Heart argued.

"It's not like they'll be alone." Rarity argued. "They'll have their "fearless leader" Sombra to take care of them. To tell you the truth, I really can't stand that guy."

"Well, we can't leave right now. The sidewalks on both sides are filled we people." said Button. "Maybe we should wait a bit before acting."

"That might be for the best." Sunset agreed. "I just hope Spike, Twilight and the others could hold out for a while longer."

****************************

Twilight and Spike found themselves in a small clothing store that looked as though an earthquake hit it. Clothing racks were all over the floor, the cash registers were ripped open with a few dollars scattered everywhere, and the doors to the changing area were completely ripped off the hinges. The two of them searched the area and found that it was completely abandoned. After that, Twilight went looking for a something new to put on while Spike stayed near the dressing area and kept watch in case someone, or something came in. Twilight had managed to find a shirt that went well with the skirt she was wearing and all she needed to do now was find a bra that could fit her. She always hated bra shopping because she could hardly ever find anything in her size. It wasn't her fault she had a larger chest than most girls. Sifting through a pile that was on the floor, Twilight grabbed a pair that looked like it would fit; at least she hoped so.

She headed over to the fitting room where Spike was and started to head inside when she looked in his direction. "Spike, stay close, okay?" she said.

"Sure." he said.

"And don't look." she added before heading inside. While Twilight was changing, Spike started to think about what they were going to do next. First, they had to make it to the East Police Station to meet up with the others, after that, find their families, but what about after that? Where were they gonna go? They couldn't stay in here that's for sure. Maybe there's some kind of island or small town they could head towards. As Spike thought about their next step, Twilight was already trying on the bra she had grabbed. "Oh please don't tell me they grew overnight." she thought as she attempted to snap the hooks together. It was a tight fit, but she managed to get it on. As she looked at herself in the mirror, saw that her breasts looked as though they could bust out at anytime. Part of her, for some unknown reason, wanted to show Spike and ask him for his opinion about how it looked on her. She mentally slapped herself for even thinking about doing that and put on her new purple short sleeve shirt before grabbing Spike's own shirt and headed out of the dressing room.

"Spike?" she said softly as she approached him. "Thanks." Twilight handed him back his shirt and Spike put it back on. The two exited the store where they heard the sound of multiple guns going off. Wasting no time, they got back on the bike and drove off. They headed down the street and turned the corner where they saw a group of people shooting at zombies, flipping cars, and setting everything they could on fire.

"Not good." Spike said as he revved up the engine. "Hang on!" Twilight did just that as they accelerated as fast as they could down the street. A bald headed man noticed the two and pointed them out to the others. Another man with a crazed smile took aim at Spike and Twilight and fired; missing his shot. Spike continued to swerve around as much as he could; avoiding the zombies in the street as well as the guy with the shotgun firing at them. By some sheer miracle, the two of them made it by and continued on. "W-What was that?" Twilight asked. "Why were they firing at us?"

"The whole world's gone to hell, Twilight." Spike explained. "I don't think they care who they're shooting at." After getting away from the area, Spike and Twilight started to approach the highway when Spike made a quick detour.

"Spike, the bridge was straight ahead." Twilight said; unsure as to why he was taking a different route. Spike stopped the bike for a moment and pointed to the bridge.

"Yeah, but take a look at it." he said. Twilight did just that and gasped once she saw the gridlock of cars and people attempting cross over. "I doubt we'll be able to make it over here. Let's try another one." Spike and Twilight drove off just as signs of disorder on the bridge was started to rise.

****************************

On the bus, Sombra was in the middle of one of his speeches to his followers as Rarity and the others listened. "This guy's crazy." said Rarity. "He sounds like a recruiter from some religious cult, and those slobbering idiots are just taking in his every word. It's sickening just looking at them."

"We need to get across the east bridge in order to make it to the East Police Station." said Sunset. "Given the condition outside, i'd say it's clear enough for us to head there by foot."

"So what are we gonna do?" asked Cream Heart. "Should we leave now?"

"But what about the others?" Button asked; referring to Sombra and the students.

"They've made their choice." Rarity said as she crossed her arms. "Sombra has them wrapped around his finger. I highly doubt he'll allow them to leave."

"If we're going to go, then we need to leave now before the sun goes down." Sunset suggested. "We head to the East Police Station and meet up with Spike and Twilight, then we'll to whoever's home is the closest. Not much of a plan, I know, but that's all we've got for now."

"We'll most definitely run into one of those zombies, so it's best that we keep as quiet as possible when around them." Rarity added. "Aside from Sunset, none of us has any weapons or such to defend ourselves. So we have to be extra careful when out there." Everybody agreed with a nod which caught Sombra's attention. Seeing the four of them grouped together and conversing was raising his curiosity. Just what in the world were they talking about?

"Um,what's the matter you four?" he asked. "We need to work together, otherwise we'll........"

"Thanks for the offer, but we must decline." Rarity interrupted. "We have our own plans, and we don't have time to stick around here any longer than we already have. You can have the bus, we're heading out on foot." A couple of the male students had angry looks on their faces while Sombra just simply smirked.

"Very well." he said. "If you want to go then by all means, do what your hearts desires; I have no right to stop you. However......i'm afraid you must stay, Ms. Cream Heart." Cream Heart suddenly felt her heart pause for a moment while Button took a protective stance in front his mother. The creepy smile he made as he slowly walked towards them scared her. "You are the school nurse, yes? Then there's no debate, you must stay." he continued. "You have a obligation to help take care of these students. Abandoning them would be a violation of what you promised to uphold." Once Sombra was close enough, he stuck out his hand; motioning for Cream Heart to grab it, however, Button was having none of it. He stepped up to Sombra, and in one move, delivered a punch to the man's face that sent him flying onto his back.

"STAY AWAY FROM MY MOTHER, ASSHOLE!" he yelled. This gave the girls enough time to grab Cream Heart and dart out of bus. Before he left with them, he had some parting word for the teacher. "You come anywhere near her like that again. and i'll kill you myself." he threaten. "I don't give a damn WHO you are." With that, Button leapt out of the bus and ran to catch up with the others. Sombra, with a hand on his cheek, moved to sit up and growled in extreme anger.

****************************

It was dusk when Twilight and Spike stopped a few feet away from another bridge. Looking at it, they could see that the police had it completely blocked off. The few people who managed to get through the blockade, were met with a high pressured water cannon that either knocked them back, or knocked them over the bridge. "Oh, God." Twilight whispered.

"It's probably the same at all the other bridges too." Spike said.

"So how are we gonna get across?" she asked.

"I guess swimming across is out of the question." he said as he looked at the river. "We'll be swept away by the current the second we jump in.......unless......." Spike revved up the bike and took off.

"Spike where are we going?" Twilight asked.

"I wanna check something." he said. The two of them drove up river to where the current wasn't that strong. Spike was looking for something he knew was around here somewhere; a way to get across the river. It took about 15 minutes but they finally made it to their destination. In front of them was an old 100 year old wooden bridge they could use to get across. "There it is." Spike said as they came to a stop. Spike was glad to see that the bridge was still there and that it still looked to be intact.

"Spike, you're not seriously thinking about crossing that thing, are you?" Twilight asked.

"It's the only other way to make across." he said. "Hopefully, there's a motel or something nearby we could spend the night in."

"AAAAAAAHHHHHHHHH!" screamed a female voice.

"What was that?!" Twilight said alerted.

"It came from there." Spike pointed above them and saw someone running from a group of zombies. The two looked at each other and nodded; deciding to head up there to help in anyway they could. The two left the bike and ran up a small flight of stairs that took them from the river bank up towards the street. Once there they were both shocked to see Sunset and the others; Sunset fighting off the horde while everyone else stayed behind her. Wasting no time, Spike and Twilight charged with Spike slicing off the head of one with his axe, and Twilight bashing one's head in with her bat.

"Twilight, Spike!" yelled Rarity. Rarity didn't noticed that one was coming up on the side of her, and it would've grabbed her too, if not for Button tackling her to the ground; tripping it as the two of them fell. Seeing they were in trouble, Spike pulled out the revolver from the back of his pants and called out to Button. "Button, CATCH!" he yelled as he tossed towards him. Button quickly reached out a his hand and grabbed it; soon turning around towards the zombie and fired a bullet into its head. Using her bokken, Sunset smashed two more zombies in the head along with Twilight, and Spike took out the last one with one final swing of his axe.

"That's the last of'em." Spike said. "Is everyone alright?"

"More or less." Rarity said as she rose up from the ground with Button.

"I'm so glad you're all okay." Twilight said cheerfully. "But why are you guys here? What happened to the bus?"

"Due to how backed up the traffic was, we had to abandon it, along with Sombra and the others." Sunset explained. "That man started to sound like a religious cult leader with his speeches."

"That bastard needs to die." Twilight mumbled.

"So if you two are here, I take that you couldn't get across the bridge?" Sunset asked.

"Every bridge is blocked off, but we still found a way across." Spike explained. "There's an old wooden bridge just down there. It's our best chance to get across the river."

"You don't mean the one that's been there for 100 years, do you?" asked Cream Heart. "It looks as though it could give way at anytime."

"We don't have a choice, it's getting dark." said Rarity.

"Rarity's right, besides, our house is just over there, mom." Button said as he pointed. "Once we cross over, we could just head there."

"The river's starting to rise, we better hurry before it picks up." said Spike. With that, the group headed down to the river bank where they made it to the wooden bridge. One by one, they started to walk across it; hearing the sounds of the boards creaking with each step they took. Cream Heart wrapped her arms around Button; smashing her large breasts against his neck and held onto him tightly as they walked. She was terrified that it could break underneath them, and with the river starting to pick up, they could be swept away the second they fell in. In order to calm her nerves a bit, Button placed a hand over hers and held it. This caught Rarity's attention as she glanced behind to look at them.

"I don't believe it, the rumors about them are true." she thought. It took a while, due to how slowly they were moving, but the group had made it to the otherside of the river with parts of the bridge breaking apart afterwards.

"Spike, how did you know about this bridge anyway?" Sunset asked.

"When I was little, I would come play down here." he explained. "My mom would alway freak out; telling not to play on that bridge or else i'd fall in the river."

"She was right to tell you that." Cream Heart scolded. "It was only a matter of time until that bridge fell apart."

"So where's your house?" asked Twilight.

"Over this way." Button said as he led them away from the river bank and up onto the street. With sun now completely gone, the group had to now be extremely careful as they moved through the dark streets; a few street lights being their only source of light. They traveled over to the next block where they came upon a massive duplex apartment building.

"Are these two rich or something?" Rarity thought. "No way they could afford to live in a place like this on a school nurse's salary." Going through the gate, they were about to move forward when a few zombies came from nowhere. They remembered that zombies couldn't climb stairs so instead of wasting time and fighting, the just ran up the first flight of stairs they saw and headed towards Cream and Button's home; where they would be safe for the time being.

Chapter 4

7:30 pm.

No one was out on the street tonight; except for one poor soul and the zombies. A young man ran through the streets with a shotgun blasting the head off of any zombie that came near him; chuckling with a cocky smile as he felt invincible. Unknown to him, with every shot he makes, the sound would cause more and more of them to appear; attracting them towards him. The young man went to reload, but in his haste, he dropped one of the shotgun shells and bent down to pick it up. When he rose his head, he was quickly overwhelmed by a horde of zombies as they pounced on him. All that could be heard, was his screams of agony as they tore into his flesh.

Spike and the others had made it to a safe place for the night. Tomorrow when the sun comes up, they'll continue onwards to the nearest neighborhood to find their families; maybe get some weapons from a pawn shop so they'll have a fighting chance. That seems like a good plan, but for now, it was time to rest. Spike and Button were upstairs while the girls all slowly stripped naked and headed into the massive bathroom with both a large tub and a shower. Spike stood out on the balcony of Button's room with a pair of binoculars; looking out into the distance. He could see multiple zombies roaming the streets and the one or two people who managed to get caught by them. "They're everywhere." he said before heading back in.

"It least they can't climb stairs." Button added. "Otherwise, we'd be screwed." Pip waited until Spike sat down on his bed before asking him a question. "So, what now?"

"Not much we can do right now." Spike said. "We should head out in the morning and maybe stop by a pawn shop or something."

"Why a pawn shop?" Button wondered. "You plan on getting guns or something?"

"Yeah." Spike answered. "It's the most effective way to fight against these things."

"I doubt they'll be any left." Pip said as he turned on the tv. Flipping through the channels, Pip came across a news reporter at the bridge that wasn't that far from where they were. "What's going on there?" he asked as he turned the volume up.

"The lockdown is still in effect, however, as this killing pandemic continues to spread throughout the world, some people are criticizing the lockdown; questioning the necessity of it." the female reporter explained. "We came here to report on the situation, however, we haven't been able to return to our headquarters; which has been relocated on the ocean. So as long as it's possible, we'll continue to bring you whatever coverage we can." Spike took a seat on the edge of the bed next to Button watched the coverage along with him.

****************************

Out on the bridge, the police officers were having a tough time keeping order. They had half the bridge itself barricaded off and were only letting a few people pass at a time which caused anger and frustration as the people felt they weren't moving fast enough. For all they knew, there were more zombies headed their way. "Captain, at this rate, they'll break down the barriers!" warned an officer.

"Hmph, can't say I blame them." the captain answered.

"So what do we do now?" the officer asked.

"Just got a call from upper management." he answered. "They said we're allowed to do anything to maintain order. Supposedly, things have all gone to shit up there too. The order they received from headquarters was to do whatever they could to control this mob."

"Then give us an order now!" said the officer. "If there are unharmed people on the bridge and on the other side, we should sacrifice a small group to save the larger group!"

The captain turned around to face his car before making a fist and punching it. "Dammit, our job is to protect these people." he said with anger. "And now, we're forced to kill most of'em." Not that far away from the police officers, were a group of protesters who believed that everything that was happening was part of some kind of government conspiracy. The leader of the group was the loudest of all which caught the attention of the reporter and her crew. Immediately, they began filming him and his speeches, while at the same time, the police began shooting at a small group of zombies that were making their way across the bridge which enticed the leader of the protesters to continue on with his speeches; installing more fear in the people. The police captain had enough of his antics, and decided to confront the man.

"Hey, this area is unsafe, please disperse now." he said.

"Fuck off!" yelled the leader. "You think we don't know what's going on here?! You don't think we know about the biological weapon the government developed and used on its own people?!"

"I have no idea what you're talking about." the captain argued.

"Don't fucking lie to me! We know that you won't stop until you've killed us all; until you have full control of the population!" he yelled.

"Look, i'll say this one more time, leave now!" the captain ordered, but his words fell on deaf ears as the crowd began chanting. Pretty soon, they began throwing a few pieces of trash at him and his fellow officers. If this keeps up, a riot will ensue, and that's the last thing the city needs right now. The captain remembered the order that was given to him from the higher ups, and though he didn't want to, there was only one way to end this before things got worse. "You don't seem to understand the position i'm in, friend." he said. "I've been given order to maintain public safety, by any means necessary." The captain then pulled out his gun, aimed it at the leader's head, and pulled the trigger; killing him instantly. The crowd stopped chanting and started screaming in shock after witnessing someone being killed right in front of them.

****************************

Back at the house, Spike and Button watched everything that played out. "Holy shit, dude." Button said in shock.

"We need to get outta here." said Spike.

"Well we can't now." said Button. "We could be attacked in the dark; and not by just zombies either." The remark triggered Spike's memory of what happened with him and Twilight, and how they were attacked by a crazed guy at the gas station. Just then, the boys could hear a dog barking right outside. They both headed for the balcony and saw a large wave of zombies in the streets. "W-Where did they come from?" Button asked.

"Must be that dog barking." Spike explained. "They can't climb stairs, but just to be on the safe side, better let the girls know." Spike began to leave the room; leaving Button to survey the area. As Spike began to head downstairs, he could hear the loud sounds of the girls in the bathroom. He headed over to the door and knocked on it; earning a gasp from the girls.

"Hey, it's me." he said. "You girls might wanna keep it down a bit."

"Why? What's going on?" Sunset asked.

"There's a horde of zombies in the streets right now." he explained. "It's possible that they might not hear you, but it's best to play it safe for now."

"Okay, we'll keep it down, thanks Spike." said Twilight. With that, Spike started to head back upstairs. Inside the bathroom, Twilight and Cream Heart both sat in the large tub while Rarity was finishing up in the shower. Sunset had taken her shower before hand and was now sitting on a small stool where she was drying off.

"I can only imagine what it looks like outside." Sunset said as she wrapped the towel around her body.

"As long as we're in here, we're safe." said Cream Heart. "Oh, that reminds me, Twilight you didn't get a chance to tell us what happened after you and Spike were separated from us. How did you two survive through the night?"

"I would like to know as well." Rarity said she stepped out of the shower; water dripping from her naked body as she reached for a towel. Twilight lowered her head as she really didn't want to relive last night, but maybe if she told them what happen, it would change their opinions on Spike. With a deep breath, she explained everything; revealing to them how she and Spike found that mopad, what happen to her once they made it to the gas station and how they had to spend the night there after dealing with a crazed lunatic that assaulted her. Just thinking about that man that grabbed her caused Twilight to cross her arms over her breasts in an attempt to hide them. If Spike wasn't there to save her then......well......best not to think about what would've happened.

"So....what happened to that guy?" Rarity asked. "Did Spike kill him?"

"The zombies got to him." she explained. "He's probably roaming the streets right now; assuming somebody didn't blow his brains out."

"At least you're okay, and you had Spike to protect you." said Cream. "Oh, speaking of which, back at the school you all had this weird look about Spike; like you didn't want him to be there or something. Did something happen?"

"He didn't do it!" Twilight said. "Spike would never......."

"Never what?" Cream asked.

"I'm surprised you don't know." said Sunset. "It was the talk of the school. You see......"

****************************

Some time had passed before Spike left Button's room. He made his way to the staircase where he saw Twilight sitting there with a worried look on her face. "Finally out of the bath, huh?" he said; catching her attention. Twilight quickly stood up and turned to face him; her breasts jiggling uncontrollably. She was wearing only a pink tank top and white panties, and due to the movements of her breasts, she wasn't wearing a bra. Spike could almost make out her nipples poking through the fabric. "So....what were you thinking about?" he asked; trying not to stare directly at her chest.

"Just.....everything that's been happening." she said as she lowered her head and turned back around to sit. Spike moved to sit right next to her and the two sat there in silence for a while before Spike spoke up.

"So where's the others?" he asked.

"They're all asleep downstairs." she explained. "The bath was very relaxing." There was another brief moment of silence between the two of them before Twilight broke it. "Spike....I tried calling my brother again, but he didn't answer." she said. "So I called the east police station and they told me that he left with a few officers to help with the evacuation, but didn't hear back from any of them." Twilight rested her head on Spike shoulder and she gripped his shirt as tears started to stream down her face. "I tried calling my mom and dad, but no one's answering. I'm scared. What if they......"

"They're not." Spike said. "If I know Shining, then he found them already and brought them somewhere safe."

"Y-You think so?" she asked.

"Trust me, when Shining has his mind on something, he won't stop till he gets it done." Spike said in a tone that caused Twilight's heart to jump. A feeling of guilt and regret started to wash over her as she clung to Spike a bit harder. "Truth be told, I kinda wish he was dead." he thought as anger started to rise up. Spike managed to push his personal feelings aside and attempt to comfort Twilight as much as he could.

"I'm sorry, Spike." Twilight spoke up. "I know you don't like talking about my brother, especially after.......you know." Spike said nothing as Twilight continued.

"Forget it." he said.

"No, I can't." she argued. "Everyday I ask myself what could i've done to help you. Maybe if I was more assertive, then Shining would've listened to me. Maybe, if I did more, then......." Spike stopped Twilight by holding her tightly and looking her straight in her tear filled eyes.

"There's nothing you could've done." he said. "Your brother had already made up his mind about me. Even of you did show him proof, he would've ignored it cause it went against the narrative." Twilight lowered her head as she knew Spike was telling the truth. Shining Armor wasn't what you'd call a "squeaky clean cop". Ever since he became a cop, Shining has done a lot of questionable things to get an arrest. Twilight wasn't sure what those questionable things were exactly, but something felt off about the arrests he's made over the years, and then came Spike, and the hell that followed. Twilight knew he was innocent of what he was being accused of, and tried her hardest to convince her brother of it, but all her efforts fell on deaf ears. Feeling even more guilty, she clung to Spike even harder; pushing almost her entire body against him. Spike's eyes traveled downward and he caught a glimpse of Twilight's cleavage. If her top were any more loose than it already was, then he would've been able to see more than just the top of her breasts. Spike quickly diverted his eyes as Twilight looked up at him. She smiled softly as she knew he was staring her. "W-We should probably get some sleep." Spike suggested as he stood up. "We got a long day tomorrow."

With a blush, Twilight stood up along with him, but lost her footing as the two of them started to head upwards, and fell forwards. Spike, acting quickly, caught Twilight and was now holding her in his arms. Twilight took this moment to wrap her arms around Spike's neck and hold onto him. "T-Twilight?" he said.

"Spike, can you stay with me....just until I fall asleep." she requested.

"S-Sure." he barely answered; feeling the softness of her breasts against him. As the two of them started to make their down the hall, Button slowly emerged out of nowhere; having overheard their conversation.

"I wonder what happened between Spike and Twilight's brother?" he thought.

****************************

Spike found himself in the master bedroom laying on a massively large bed with Twilight snuggled against him. As he stared up at the ceiling, his mind started to wander. He began thinking about what they were going to do in the future. So far the plan was to find weapons of some kind to defend themselves against the horde of zombies out there, then after that, find their families, but what comes after that? Where were they gonna go? Was there any place out there that would be safe for them, more importantly, would they even allow them in to begin with? Probably not, since many people would want to save as much resources as possible; not to mention that some communities would be ran like a like country with a dictator. Spike was soon pulled from his thoughts when Twilight started moving around a bit to get more comfortable. She managed to place her hand over his and held onto it right as she moved her leg over him. Spike, at this moment, was frozen stiff; especially once he felt Twilight's soft breasts smashing against him. By the way she was over him, it felt like she was trying to keep him from going anywhere; not like he wanted to anyway.

Spike lifted up his hand and started roaming it through Twilight's hair; earning him a small smile from his friend. A couple minutes of him playing in her hair passed before Twilight slowly opened her eyes. With a blush, she looked up at Spike for a moment, then slowly moved her body until she laying right on top of him. The two of them stared into each others eyes for what seem like forever before Twilight broke the silence between them. "Spike." she whispered as she moved in. Both Spike and Twilight were on autopilot as they moved closer towards one another. Moving her arms around Spike's neck, Twilight closed her eyes as her lips came in contact with Spike's. In a moment of clarity, Spike broke away from her.

"That came out of nowhere." he thought.

"Spike.....I want this." she whispered before moving in to kiss him again. Spike let out a soft groan once he felt Twilight's hips grinding into him. Why was Twilight doing this all of a sudden? Did she really think of him that way, or does she wanna just get her mind off of her family and everything else? Spike had no idea why, and right now he didn't care. Just having a girl on top of him like this was putting his hormones in a frenzy. Giving in, he wrapped his arms around her body, and brought his hands down to that perfectly round ass of hers. He gripped and groped them to his hearts content; earning a slight moan from Twilight. Eventually, she broke away from the kiss; breathing heavily with Spike as they both stared at each other. Taking the initiative, Spike flipped the two of them over; earning a gasp from Twilight before grabbing and lifting off her tank top; marveling at the large mounds of flesh that were before him. This was the second time they were exposed in front of him, but was the first time he was going to touch them directly.

Twilight gave him a nod and Spike gently placed both hands on her tits; gently pushing them together before letting them go and watching them bounce back into place. Breasts as big as hers don't just grow that big overnight, they had to have been fondled just about everyday. Maybe it was due to that boyfriend of hers she had some time ago. Whatever happened to him anyway? One day, Spike just stopped seeing him around for some reason, and Twilight just never talked about him. He for sure knew that she wasn't a virgin, and that was due to an "incident" that happen at school when he walked in on the two of them while they were in the classroom. Needless to say, they never noticed him and he never revealed to her what he saw that day. In any case, Twilight was more experienced in this area then he was.

As Spike indulged himself by playing with Twilight's breasts, Twilight slowly spread her legs open; allowing Spike to rest in between them. Taking one of her nipples into his mouth, Spike slowly, but surely, started grinding against her. Twilight had to place her hand over her mouth to keep quiet. After a while, Spike released her from his mouth and looked up to face her. "Twilight......are you sure?" he asked softly.

"Y-Y-Yes." she whispered.

With that, Spike slowly moved in to kiss her; which she accepted. Before long, whatever clothing they had on was now on the floor and the room was soon filled with heavy breathing and sighs.

Chapter 5

It was late in the morning when the group traveled the empty streets to head towards the nearest pawn shop to obtain supplies and weapons of some kind in order to defend themselves. As they walked, Cream noticed how close Twilight was to Spike; she was practically hanging off him, but just chalked it up to her being scared that they could be attacked by those zombies at any time. "Just how far away is it?" she asked.

"Not that far, just a few more blocks." Button answered.

"So what are we going to do after the pawn shop?" asked Sunset.

"We head to whoever's house is closest." Spike explained.

"That would be mine." Rarity spoke up. "Once we cross Starswirl Bridge, it shouldn't take us long to get there."

"Sounds like a plan." Spike said as the group continued walking. Along the way, Spike glanced over at Twilight who was blushing profusely with a cute smile on her face. Clearly, she was thinking about last night when the two of them had sex. This caused Spike to think about the same thing, only, he wondered if any of the others heard anything. The two of them weren't loud, but the sound of the bed creaking was; especially at the end of their lovemaking where they both threw caution to the wind and raced to the finish line together. Spike wondered what brought that on all of a sudden. Did Twilight really see him that way, or was just a spur of the moment kind of thing?

"S-Spike?" Twilight spoke up, but only so the two of them could hear. "About last night......do......do you regret doing it, cause I don't." At this point, the two of them were blushing. "To be honest....I......."

"Guys, look!" Button alerted. Everyone looked ahead of them and saw a that the street was filled with zombies walking about aimlessly about.

"Should've known getting to the pawn shop wouldn't be easy." said Rarity. "What now?"

"This way!" Button said as he led everyone down a nearby alley. They were about to make it to the next street over, only to stop once they noticed a few zombies standing in the middle of the street. The group had to be as quiet as possible when walking past them; one peep from them, and they'll be forced to fight. Moving ever so quietly, they managed to get around them and make it to the other side of the street, but as soon as they did that, another problem arose.

*BANG*

Someone with a shotgun came from nowhere and blasted a random zombie in the face. This person was only a few feet away from them, but the noise he made caused the zombies to react. "Inside, quick!" Spike said and the girls were the first to enter the empty building. Spike took point and served as cover until everyone got inside.

"HEY!" yelled the man with the shotgun. He was trying to get their attention, but ended up causing more zombies to moved to their location.

"SPIKE!" Twilight screamed; causing Spike to turn around. As he did so, he came face to face with a male zombie who was too close for comfort, and with the sound of that shotgun combined with Twilight yelling his name, the zombie moved forward. Thankfully, Spike lifted up his axe to stop it from biting him, however, the zombie was too strong and forced Spike on the ground on his back. "Spike, NO!" Twilight screamed. Button reached behind him to pulled the handgun Spike has tossed to him yesterday, but hesitated to use it. If he fired a shot, then the noise would just cause even more zombies to head their way. The undead creature inched closer and closer to Spike's neck, but then suddenly, the creature started to ease up a bit which confused Spike. Just then, Sunset ran forward and whacked the creature in the head with her wooden sword; killing it instantly.

"You okay?" she asked as she extended a hand.

"I've been better." Spike answered as he was helped up. "Let's get inside, quick." As the moved inside, the man with the shotgun continued to call out to them. He started running, but was ultimately caught by the zombies. He tried to fire off a shot, but he was dragged to the ground as they piled on top of him; his screams of agony filled the area. Once inside the building, Spike shut the door and locked it. "We need something to barricade it." Sunset said as she looked around. The building they were in was a bakery, and in front of them were multiple tables and chairs. Spike, Sunset, and Button grabbed one of the tables and moved it up against the door; along with a few chairs. That's when they all witness the zombies attempting to get in. "That won't hold them for long." said Button.

"Let's try the back exit." suggested Cream Heart. The group quickly moved towards the back of the bakery where they came across the exit door. Spike very slowly opened it and peeked outside; getting his ax ready for anything that would jump out at them. He took two steps out into the back alley and signaled to everyone that the coast was clear. One by one, everyone walked out of the building and took a sigh of relief that they managed to escape. "We made it." said Button.

"Barely." Twilight replied as she moved close to Spike.

"We need to move." said Spike. "Once they break through that door, the noise will cause even more zombies to come this way."

"That pawn shop better have silencers otherwise we'll will be screwed after the first shot." said Rarity.

"I was thinking the same thing." Cream Heart answered. "But most importantly, how can we be sure they'll be any weapons left when we get there? I imagine that the pawn shop would've been raided by now."

"Well, it doesn't hurt to try." Spike answered. "Maybe there's something left over." Going down the back alley, the group eventually made to another abandoned street. This had a few wrecked cars and buildings that were broken into, not only that, but the street had a few dead zombies laying about; most of which had bullet holes in their heads while bleeding out. Spike was the first one to start walking with the others right behind him; looking around at all the broken windows and blood stained walls. It was just like a horror movie, except, this was real life. Everything that was happening was real, and though only two days had passed, this entire area looked as though it's been this way for years.

"Hey, Spike." Button called as he walked up to him. "Sorry for what happened back there."

"What are you talking about?" he asked.

"What that zombie tackled you, I was gonna use that gun you gave me but......" he started.

"You didn't use it." Spike finished his sentence. "It's a good thing you didn't, otherwise we would've been dealing with even more of them."

"Yeah, that's what I thought, but still....." he argued. Their conversation soon came to a halt when the group stumbled upon a group of men in their mid to late 20s; all of which were carrying guns.

"Other survivors." said Cream. She only took two steps forward before Spike held an arm out; stopping her. He had a serious look on his face; as did everyone else. Cream was confused as to why they were being so suspicious of the group of men ahead of them; especially Twilight and Spike. If they were the ones who killed those zombies back there, then maybe they could help. "Why is everyone acting like they might attack us?" she asked. Button grabbed his mother's arm and along with everyone else, headed over down the next street over. The group was speed walking as fast as they could as they hoped the men didn't see them. "W-What's wrong with all of you?" she asked.

"Those men were the same ones that shot at both me and Spike the other day." Twilight explained. "They're crazy and are most likely to shoot at anything that moves; zombies or otherwise."

"I could tell just by looking at them that they were no good." said Rarity. "The best thing for us is to avoid anyone who looks suspicious. At least until we have something to defend ourselves properly." Seconds later, they all heard multiple shots being fired. This caused them to start running; hoping that they wouldn't be found, but sadly, that's what happened a few seconds later. Behind them, one of the men blasted an innocent person in the back as they tried to runaway; killing them instantly as they laughed. He lifted his head and noticed Spike and the others running down the street. He looked back and called his friends over; telling them that he's found "fresh meat". Two of them came running while the rest continued shooting at whoever they saw. Three of the men gave chase with one of them firing at the group. One of the bullets whizzed passed them; almost hitting one of them.

"They're shooting at us!" yelled Cream.

"Keep running!" yelled Spike. The men were starting to close in on them; nearly getting into firing range, but were unable to hit any of them. As they ran, Cream tripped over an empty beer bottle and hit the ground hard. The others ran a couple of steps ahead of her before they noticed. "MOM!" Button yelled as his mother groaned in pain. This gave the men the opportunity to get closer and aim their guns at them; especially her. Cream looked up with absolute fear as they approached her. Tears started to form in her eyes as thoughts of being taken away from her baby boy filled her mind; that this was how her life was going to end. The look in the men's eyes grew even crazier as they placed their fingers on the triggers. Cream sealed her eyes shut and prayed for someone, anyone to save her. She didn't want to die. Not here. Not like this.

*BANG* *BANG* *BANG*

Cream screamed to the top of her lungs as she heard those three gunshots. She curled up into a ball as three more shot rang out; slowly lifting her head up a few seconds afterwards. It was then she saw Button standing in front of her. Her first thought was the he jumped in front and took the bullets for her. She was going to scream out, but then he started to walk forward. Cream couldn't see it, but her son had the angriest look on his face; one that was the stuff of nightmares as he approached the three men. Standing over one of them, he reloaded the revolver and put a bullet in their head before turning his attention to the other two. One was dead from the earlier shots and the other attempted to get away by dragging his body across the pavement; blood pouring out of him as he moved. Button slowly walked over to him, aim his gun at the man's head, and pulled the trigger. Cream Heart was all that he had in this world, and he'll be damned if anyone tries to take her away from him. Speaking of which, the school nurse slowly rose to her feet just as her son turned back to face her. With nothing holding her back, she ran towards him and held him tight; crying her heart out. Button held his mother tight and tried his best to console her, but that time had to be put on hold as they managed to attract a horde of zombies. Before they knew it, they were surrounded by them.

"Now what?" Twilight asked.

"No choice, we fight!" Spike answered as he readied his ax. With a powerful swing, he cut off the head of one before turning his attention towards another. Twilight, swinging her bat, bashed in the heads of at least three of them while Sunset took out an additional two. Rarity backed away from the four zombies that were closing in on her until she stepped on the shotgun that one of the men were holding. Without thinking, she reached down and grabbed it; aiming it right at the creatures before firing it off. She blasted the heads of both of them off, but the force caused her to fall backwards. Button took this time to finish off the last two with his revolver before turning his attention back to his mother.

"GET DOWN!" he yelled as he noticed two zombies approaching her from behind. Button took aim and pulled the trigger, but nothing happened. He quickly realized that he was out of bullets, then dropped the gun to move towards one of the others that belonged to the men he killed. Cream dropped to the ground giving her son enough room to open fire on the walking dead.

Spike had just finished killing two more of them when he lifted his head and saw even more coming at them. "Shit." he muttered as he quickly looked around. "We gotta go, NOW!" Everyone looked up and saw the horde of zombies coming at them. Without another thought, Button and Rarity quickly searched the men for any weapons and ammo they had on them and gathered up what they could. Twilight pulled Cream to her feet and the entire group started to make a break for it; just missing being seen by the other members of the three men's group who came running as they saw their friends laying on the ground about to be surrounded by zombies. There were four of them in total and each one took their anger out on any zombie that came their way. Believing their friends were killed by these monsters, their anger held no bounds. One by one, the walking dead fell at the hands of these men; the sounds of gunfire and screams of rage filled the area. This action of theirs alerted even more zombies to head their way which they eventually took care of.

An untold amount of time has passed before the last of the walking dead was killed; the street was littered with the bodies of rotting corpses and blood. Looking over at the dead bodies of their friends, the leader of the group noticed something. Why haven't they gotten up and attacked them? That's what usually happens when you're bitten by these things, but for some reason, they stayed on the ground. Upon further investigation, the leader discovered multiple bullet holes on each of their bodies. Not only that, but their guns were gone as well. Someone, had gotten the drop on them, killed them, and took their weapons. Anger began to flail up inside all four men as they set off on a new mission. Find whoever killed their friends and make them suffer before ending them.

****************************

The sun had already begun to set when Spike and the others came across a motel that had a giant hole where the front office was located. First impressions stated that a vehicle of some kind had crashed through. That theory was proven correct when the group headed inside and a saw a wrecked car in the middle of the room. Spike headed over the front desk, and began searching the area. "Spike, what are you looking for?" Twilight asked.

"A key to one of the upper level rooms." he answered. "Since these things can't climb stairs, we should be safer up there." Spike found a keycard to one of the upper level rooms and came from behind the counter. As the group left the area, Rarity noticed that this place had a bathouse. After running and fighting zombies all day, a bath is just what she needed to wash off all the dirt, sweat, and zombie blood stains off. Heading upstairs, the group walked towards their motel room, albeit very slowly. They had to be a quiet as possible; just in case someone who might've been bitten had managed to make it here just before turning. Spike used the key card on the door and slowly opened it; turning on the lights. The room itself was just as you'd imagine it. Two large beds with a lamp and an alarm clock sitting on a small table in between them, a desk and chair, large dresser with a tv, and at the end of the room, a small bathroom that had only a toilet and a sink; which made sense as this place did have a bath house. After a careful examination, Spike determined that it was safe to enter and everyone went it; Spike taking one last look outside before entering the room himself. In doing so, he noticed that right across the street from them was the one place they were trying to make it to, the pawn shop. It was too dangerous to travel there right now, so it'll have to wait until tomorrow.

After shutting the door behind him, everyone was making themselves comfortable. Twilight grabbed the remote and turned on the tv. The first thing that popped on was news coverage of everything that was going on all around the world. "It's getting worse." said Sunset. "Much worse." Twilight turned the channel and came upon another news coverage; this one showing Starswirl Bridge.

****************************

"I REPEAT, THE CITY IS UNDER A TRAFFIC RESTRICTION! ANYONE WHO TRIES TO CROSS WILL BE STOPPED!"

The announcement came from a police cruiser as many cops fought off zombies and people trying to force themselves through the barricade. Amongst the chaos, four high school students, two boys and two girls, had managed to climb over the barricade and make their over the bridge; catching the attention of one of the police officers. "Hey, wait!" he yelled, but they ignored him. The students all laughed at the cop calling out to them as they continued on. It wasn't long before they were confronted by a police convoy; two vehicles of theirs were with powerful water cannons.

"YOU OVER THERE, GET BACK NOW!" yelled the police chief over the intercom. "DO NOT TRY TO CROSS THE BRIDGE! THIS IS YOUR LAST WARNING!"

The leader of the group, a young man holding a stick and a duffle back fill with cash, stepped up and a pointed at the cops. "Shut the fuck up!" he yelled. "We don't have to listen to a bunch pigs! In case you haven't figured it out, it's every man for himself these days, asshole!" One of the girls squealed and grabbed him by the arm; commenting on how "cool" he was for standing up to the cops, however, his moment of "coolness" would come to and end.

"BLAST'EM!" order the chief. One of the cops fired the water cannon at the students; hitting the second girl and the leader of the group deadon, and knocking them over into the river. Seeing that two of her friends were possible killed in front of her, the first girl tried to make a case that she was an innocent bystander, but the cops didn't give her a chance to say anything. She too was blasted by the water cannon and sent over the bridge. This only left one member of the group. He stood there in shock for about a few seconds before realizing that this wasn't worth dying over. He turned around and started to run away screaming, but unfortunately for him, the cops weren't in a forgiving mood tonight. A blast from the water cannon hit the guy in the back; causing his body to go flying into the bridge's arches before going over into the river.

****************************

As the group watched the news coverage, they witnessed the a water cannon on the bridge being fired, however, due to the fact that they were seeing it from the perspective of a helicopter, they believed that it was zombies being hit instead of who it actually was.

"It doesn't look like we'll be crossing that bridge anytime soon." said Button and he held his mother. "Is there any other way?"

"No." answered Twilight. "The only way to any of our houses is to cross Starswirl Bridge."

"So now what?" Button asked.

"Now, we take a much needed bath." Rarity spoke up.

"A bath? Where?" asked Sunset. "There's no bath tub here."

"This place has a bath house." Rarity explained. "I saw it on the way over here."

"I don't know, you think that's a good idea?" asked Twilight. "I mean, it's night out. What if one of those zombies are out there?"

"Do you REALLY want to go to sleep smelling like God knows what?" Rarity argued. Twilight knew that Rarity had a point. She was starting to catch a whiff if the stench coming off her and the others. Not to mention the zombie blood stains that covered their clothes. Where were they gonna wash them? Any noise that came from a washing machine, or them bathing, would surely alert any zombies that's nearby. Sunset headed towards the dresser and opened up one of the drawers where she found a few towels and two pairs of white robes.

"Looks like there's only enough for two people." she said as she grabbed the items and laid them on the bed.

"I doubt there's any in the front office." said Spike. "Guess, i'll have to grab more key cards and get some more from the other rooms."

"Spike, wait." Twilight said as she got up from the bed.

"Don't worry, Twilight, I won't be long." Spike reassured. Taking his ax with him, Spike slowly opened the door and walked out. Sunset could see the extremely worried look on Twilight's face and placed a hand on her shoulder in an attempt to calm her. Button wanted to follow right after him, but he couldn't leave his mother behind; especially after the events from earlier. All they could do right now was wait for Spike to come back and hope nothing bad happens to him along the way.

Chapter 6

The group were now standing in front of the bathhouse which was located right behind the motel front office. Spike and Button took the initiative and walked into the women's bath to scope out the place; just in case there were any zombies that managed to wander inside. The bath house, at least the women's side, was just what you'd expect to see. Multiple pools, and few shower stalls with small benches to sit on. The floors and walls were all colored with the same baby blue paint and due to the lighting, if you look hard enough, you could see your reflection in them. Button's face grew bright red as he'd never been in the women's bath before. All kinds of thoughts started to fill his mind; especially thoughts of..... "Okay, looks like the coast is clear." Spike said snapping him out of it. "Let's head back."

"Oh...yeah...sure." Button replied. The two boys exited the area and gave the girls a thumbs up to go in. Twilight and Cream were a bit hesitant to do so since the boys would be in the next area over. The two of them really wanted that extra security with Spike and Button standing by the entrance just in case there was someone out there watching them. Spike reassured them that they wouldn't take long and will be standing right at the entrance waiting for them. With that, the group split up, with Spike and Button entering the men's side. True to his word, the boys didn't take long to wash up; they just dunked their heads underneath the shower and took a quick wash off. After that, they headed out and towards the female entrance.

"Spike?" Twilight called from inside.

"Yeah, we're right here." he answered. "We'll let you know if anything happens out here."

Inside the girl's bath, Twilight released a soft sigh of relief knowing that Spike was right at the entrance looking out for them. Slowly removing her towel and revealing her nude body, Twilight took a step into the warm pool of water and sat down with the others. Soft sighs escaped everyone's lips as the warm water washed across their nude bodies. Sunset was the first to start up a conversation. "Tell me something, Twilight, have you and Spike been friends for long time?"

"Y-Yeah, ever since we were little." she answered. "Why do you ask?"

"It's just, the last time the four of us were bathed like this, you were very adamant in his innocence." she explained.

"Spike IS innocent." she said sternly. "Something like that......it isn't......it isn't in his nature to do."

"Not many people would stick around someone who was accused of what he was." she said. "Spike's lucky to have a friend like you." Twilight lowered her head a bit and smiled. Sunset was right, Spike IS lucky to at least still have her around. After the accusations came out, everyone but her had all but abandoned him; refusing to hear his side of the story. Within a matter of hours, he became an outcast that no one wanted to be around, and Twilight was the only friend he had left. She was scared to think what would've happened if he didn't.

"So....I guess we'll need new clothes." Cream Heart spoke up for the first time since she was attacked earlier. She was right. They couldn't risk using a washing machine, else they'd attract more zombies towards them. Right now, the only piece of clothing they have on them are the motel white robes so they could wear those for the time being, but the problem is that they would be wearing them in from of the boys and those robes were barely able to fit them as is. Let's just say they're a bit too tight around the chest area......especially for Cream Heart; those things she calls breasts were way too big to be considered real. As Cream continued to wash herself, she noticed that the other three girls were staring at her....hard. "I-Is something wrong?" she asked.

"Good God, you're gigantic." Twilight stated. Rarity and Sunset were thinking the same thing. Even back at the apartment, all three girls couldn't believe how big she was. They just didn't say anything because too much was on their minds at that time, but now that they have a chance to truly relax, Cream's chest was the first thing on their minds.

"W-Well, you girls are pretty big too." she said with a light blush.

"Not as big as you." said Rarity. "Can't even begin to imagine what it does to your back."

"Actually, I don't get back pains." Cream answered. "They aren't that heavy, and before you ask, Twilight, they ARE real." Cream could tell what Twilight was thinking by the look on her face. It was the same look she receives from other women who believes her breasts are fake.

"I'll be the judge of that." Rarity said with a mischievous grin as she stood up and made her way over. In one move, Rarity grabbed both of Cream's breasts and began fondling them hard; earning a high pitch squeak from the school nurse. She couldn't believe just how soft they were as her fingers sunk into the flesh. "Whoa, their like marshmallows."

"R-Rarity....w-what are you d-doing?!" Cream said before releasing an unwanted moan.

"You girls gotta feel these." she said; looking at Sunset and Twilight.

Cream's eyes widen once Sunset and Twilight stood up, and before she knew it, she had all three girls fondling her. "G-Girls, please, not too rough." she pleaded as she squirmed around. "They're sensitive." To her shock, all three girls lighten up on their groping; each one knowing what it's like to have sensitive breasts.

"So what did you do to get them this big?" asked Rarity.

"I....mmmm....I d-didn't d-do anything. T-They....mmmmm....j-just grew like that." she moaned before grabbing two of the girl's arms. "O-okay, that's enough, girls." All three girls have Cream one final squeeze before backing off. With that done, the school nurse was finally able to relax. Twilight turned her attention towards the entrance to see if Spike was still there. She didn't know why, but something told that if she didn't at least check to see if he was there every so often, then something would happen, but thankfully each time she did, she was able to see his shadow. It wasn't long before all four of them were finished bathing and were ready to get out. They dried themselves off and grabbed the only article of clothing they had, the white robes, and briefly debated whether or not they should go out in front of the boys like this. They were basically naked underneath it all, but with no other choice, they announced that they were coming out and one by one, the exited the bath.

Spike and Button took point and surveyed the area; making sure there were no zombies around before motioning for the girls to move. The two boys did all they could to not stare at them as the quickly darted over to the staircase, however, the pairs of bouncing breasts, and jiggling plump butts within those tight robes were making kind of hard to do so. Eventually, they made it back to the safety of the apartment where Spike turned on the tv in hopes that at least something was on that could take their mind off of what was happening. Just about every channel had stories about the zombie attack, or people looting. It was straight chaos all over the world, but eventually, Spike landed on a channel that played the intro to 20 year old cartoon. It wasn't much, but at least it was something everyone could watch to take their mind off recent events. The girls all quickly climbed in bed and moved under the sheets; hoping that the boys didn't catch a peek at them. The robes didn't really fit their well endowed figures all that much and they were constantly spilling out each time they moved. While the girls took the beds, the boys took the floor with only a pillow and a comforter. Not like they had a choice; it was a four to two decision. Button took his place on the floor on his mother's side of the bed which was next to the wall, and Spike wanted to take his spot in between the beds, but Twilight motioned for him to sleep on floor on her side, which was against the wall next to the bathroom.

"Let's all try to get some sleep." Sunset suggested. "We have a lot to do tomorrow."

"If get up early enough, we should have enough time to make it to the pawn shop, find some new clothes, and hopefully make it across Starswirl Bridge." Twilight added.

"With it blocked off as it is, we'll be lucky if we even get to cross it before sundown." Button replied.

"We have to at least try." said Sunset. Reaching over, Sunset turned off the lamp and everyone got as comfortable as they could; the sound of the tv being the only things playing. It wasn't too loud, but not too soft either. Just enough for them to hear as they all closed their eyes. Some time had passed and everyone was asleep....well....almost everyone. Spike laid awake staring at the ceiling with a lot on his mind. It was pretty much the same thing that plagued him since this whole mess started. Where were they going to go, how were they going to survive, and were their parents okay? He found it very difficult to fall asleep; especially when thoughts of his parents possibly being turned into zombies entered his mind. He mentally slapped himself to get those thoughts out of his head, and it seemed to work, but unfortunately they came back. Spike released a soft growl as he attempted to shake those thoughts off. Eventually, a soft hand came down and rubbed against his face. Spike opened his eyes to see Twilight looking down at him. She could tell just by looking at him how worried he was, hell, she felt the same way. She worried that her parents might've faced the same fate as the poor souls who managed to get caught by those things. Spike held Twilight's hand against his cheek and she smiled softly before closing her eyes; Spike doing the same thing soon after.

****************************

The next day, Spike and Button headed over towards the pawn shop across the street while the girls stayed behind; refusing to go out in public with no clothes except the white robes. When the boys made it to the building, they walked in slowly and looked around for any signs of zombies anywhere. It was dark inside with the only bit of light coming from the windows. Inside, everything was a wreck. The entire place looked as though a tornado had just gone off. Very carefully, Spike and Button walked through all the rubble in hopes of finding a light switch somewhere; assuming that the power still worked. It took a while, but Spike was able to find a switch. Thankfully, the power was still on and the the two of them could see the full extent of the damage. "Doesn't seem to be anything here we could use." said Button.

"Let's keep looking." Spike suggested. "Maybe we could at least find some clothes for the girls to wear."

"I doubt we'll find any clothes up here." Button replied. "Maybe there's a back area where they keep everything stored."

It didn't take long for the boys to find a door marked "Employees Only" on it, and went through. They entered a small hallway which led them to the door of the back stockroom that through some miracle, appeared to be untouched. The boys figured that in their haste, the looters didn't think to come back here. Which made sense, with more and more zombies appearing by the second, one wouldn't want to stay in one spot for too long; especially when the noise they were making alerted the undead to their location. Inside the stockroom, the boys found mostly a few instruments, a lot of dressers and beds, and a some clothes. Spike was hoping to find some better weapons then what they had, but at least they had something to give the girls once they got back. The boys just grabbed any and all female clothes they could carry; not even knowing if they were the right size or not and started to make their way back, but as they started to leave, Button noticed a large black chest in the corner and pointed out to Spike. The two boys headed over and discovered there was a lock on it, and with no key in sight, they looked around for something they could use to break it. It took a while for them to find something that looked remotely strong enough, and began swinging it at the lock. After a few tries, the boys finally broke the chest open and their eyes widen when they discovered what was inside. "Holy shit!" said Button. "Look at all the guns!" This was just what Spike had been hoping to find in here, but they just weren't any guns, these were all different kinds of military assault rifles. With these, they now stood a fighting chance against the zombies, but they couldn't leave with them right now. The girls were waiting for them to return with fresh pairs of clothing, so they had to come back for it. Spike and Button moved quickly; regathering up as much clothes as possible and leaving the shop.

****************************

Spike and Button had returned to the motel room and dropped everything on the bed. "Is that all?" asked Rarity as she looked through the pile of clothes.

"All we could carry." Spike answered. "There's still some more over there, as well as what I'd hoped we'd find."

"What's that?" asked Sunset.

"We found a chest filled with guns." Button answered. "There's more than enough for all of us there." The girls were all silent as they looked at each other with concern before turning back to the boys.

"I know that look, Twilight, what's wrong?" Spike said; crossing his arms.

"Well....." she started. "It's not like we're against it, it certainly would help, but....."

"Pulling the trigger on a gun would be like ringing the dinner bell." Sunset continued. "Unless, there's some kind of to muffle the sounds in there, there's no way we can use them; will be over run in seconds." They had a point. They've seen first hand what happens when too much noise is made, these zombies just appear out of no where.

"Great, so now what?" Button asked.

"We head back there, and search for some silencers." Spike answered. "And if we can't find any, then I guess we'll have to do without."

"I don't think leaving is a good idea right now." Cream said as she looked out the window; prompting the others to do the same. In the middle of the street they saw about ten zombies making their way towards a poor soul who opened fire on them. As they closed in, he attempted to reload but sadly he was too slow and they grabbed him. The girls quickly looked away as they heard his screams of agony. After few seconds of attacking, the zombies started to move away and the poor soul slowly rose up as one of them. He was only able to take a couple of steps before his head was blown off by an unknown shotgun blast. It was then, four men appeared on scene and began firing on anything that moved indiscriminately while laughing maniacally. Upon watching them, Spike started to get a bad feeling and pulled away from the window.

"What is it?" Twilight asked.

"Remember the three guys who attacked us, I that's their friends are right outside." he answered. "They're wearing the same clothes as them." Everyone's hearts sank right then and there. If it were true, then they were definitely looking for the ones who killed their friends. Though, they had no idea who Spike and the others looked like, it was best to keep a low profile until they left. Sunset immediately went to the tv and turned the volume down while Cream pulled Button into a tight embrace.

"So what do we do?" asked Rarity.

"Just keep quite and stay away from the window for now. They don't know we're hear, so let's keep it that way." Spike answered. "In the mean time, maybe you girls can try on some of the clothes we got ya." The girls looked at the large pile of clothes and looked back at Spike and Button. Being able to finally wear some actual clothes instead of tight robes would be nice and all, but the girls didn't want to change in front of the boys. The only other place to change would be the bathroom, but it was only big enough for one person to fit in. "Don't worry, I won't look." Spike reassured as he turned his back towards them.

"I'm....a....little preoccupied...at the moment." Button managed to said as his mother's grip tighten. The girls went through the pile of clothes and picked out what they thought looked good. Rarity headed to change in the bathroom while Sunset and Twilight trusted Spike's word to not sneak a peek at them. They were starting to get worried about Button since the poor guy was now being smothered by Cream's massive tits. Seriously, those things should be considered deadly weapons by what they're doing to him. Slowly and with red faces, Twilight and Sunset undid the knots on their robes and allowed them to fall on the floor; revealing their well endowed bodies. As they started getting dressed, Spike's mind wandered back to the pawn shop and how he hoped that those crazed men didn't make their way inside. If they found those guns then they would have to find another place that might have some. It was nothing short of a miracle that he and Button found them in the first place, and to lose them now would be devastating, and set them back to step one. As Spike continued with his thought, he failed to notice Twilight calling out to him. It was until she placed a hand on his shoulder that he turned to face her. Twilight was now wearing a sky blue shirt with purple stripes and a purple skirt with stars imprinted on it. "Looks good." he said. His eyes glanced over at Sunset who was now wearing an orange shirt with the picture of a sun on it, a black jacket, and a violet denim skirt. Looking back at Twilight, Spike saw that she was embarrassed about something, but didn't want to say it out loud. "Hey, what's wrong?" he asked. He didn't see it, but the blush on Sunset's face grew brighter.

Seeing that Twilight was having trouble getting the words out, Sunset decided to say it. "T-The bras you brought us d-don't fit us at all." she said; quickly turning away.

"Were.....weren't there any more clothes than this?" Twilight asked.

"Sorry, we grabbed all that we saw." Spike answered. "Once the coast is clear we'll head out to find a clothing store for you girls." Spike headed back towards the window and took a peak outside. "That might not be for a while though." Right outside between them and the pawn shop, an entire horde of about 30 zombies roamed the area. The noise those men caused certainly attracted a lot of them, which meant, Spike and the others were trapped, and now forced to wait until the horde moved on before they could do anything else. Rarity came out of the bathroom with her new clothes, a light blue blouse and a short purple pencil skirt. She had her arms crossed over her large chest as just like the others, she too was braless. Button, having finally freed himself from his mother's grasp, told Cream that the bathroom was free and that she should head over to and get dressed. With a nod, Cream headed over to the pile of clothes and chose what she liked before heading into the bathroom. While she was getting dressed, Sunset grabbed the remote and began flipping through channels in hopes that the situation had gotten a bit better

****************************

It was mid afternoon, when the zombies moved out of the area. Taking this time to leave, the group quietly left the motel room. The plan now was to head back across the street and retrieve the gun that was found. Spike and Button found themselves once again trying not to stare at the girls as their chest bounced uncontrollably as they lightly jogged across the street. Entering the pawn shop, they went all the way to the back area and found the chest. Twilight and Cream stayed up front to take a look around. It was just as Spike had said, the place was completely ransacked.

"Hey, over here." Cream said; pointing to a broken gun case. She bent down and picked up a black box; showing it to Twilight. Cream opened it up and inside were the sound suppressors they were hoping to find.

Over with Spike and the others, Spike and Button were loading whatever guns they could with bullets while Sunset took a look around the back area with Rarity. The two girls entered a small room where there were many hand to hand weapons hanging on the walls. One of which that instantly caught Sunset's eye was a steel katana. She grabbed a nearby step ladder and climbed up to grab it. Unsheathing it and holding it in her hands, she decided that this was her weapon of choice. The blade itself looked sharp enough to decapitate a person, or in this case, a zombie. "Are you sure you wouldn't prefer a one of the guns the boys are preparing?" Rarity asked.

"I'm more of a close combat kind of girl." Sunset said with a chuckle. Sheathing the sword, both girls left the room and made it back to Spike and Button who finished assembling the weapons. There were many more gun magazines laying around and Button went to look for a duffle bag or something he could use to carry all of it while Spike handed a rifle over to Rarity. A few minutes later, the four of them headed up front to meet up with Cream and Twilight. Now armed, it was quickly suggested that they get some target practice in whenever they could since neither one of them had any experience with the military rifles they were carrying. Walking out of the building, they began their journey towards Starswirl Bridge, and possibly find a way over.

Chapter 7

"So, you wanna?" asked Button.

"No way, I don't wanna die just yet." Spike answered. The group had traveled through the streets on their way towards Starswirl Bridge when they took a quick detour at a clothing store; after Spike and Button made a quick search of the place. "Well since we're gonna be here a while, i'm gonna stand guard up front." Button suggested. "No telling when those zombies will show up. I'll let you know if I hear anything."

"Hold on, maybe I should come with you." Spike suggested.

"No way." Button said. "Twilight would freak out if she walked out of there and you weren't here. Mom told how she kept checking the entrance to the bath house just to see if you were still there or not." Button chuckled as he left Spike alone. Seconds later, something was thrown at Spike's direction. He look to the ground a saw a small button that looked to be part of a shirt that was thrown at him. Moments later, another one was thrown, this time hitting him on the side of the head. Spike turned towards the changing rooms and saw Twilight peaking out and motioning him to come over. He did just that; wondering what it was she wanted.

"What's up?" he asked.

"Spike.....could you.....find me another one?" she asked with a redden face.

"Why? Doesn't fit?" he asked.

"No....it doesn't match." she answered.

Spike stood there and gave her a blank look while raising an eyebrow. "Seriously?" he said with a deadpan voice. Spike wasn't surprised, Twilight was always like this. EVERYTHING has to either match, or be in some kind of order. If not, then she'd go to pieces. Some call it OCD, but Spike calls it an unavoidable annoyance. "What do you mean, it doesn't match?"

"Can you just get me another pair?" she asked as she handed him bright red bra. "And make sure it's the same size as that one."

"Fine." Spike said with a sigh and roll of his eyes. "What color you want?"

"Light blue, please." she answered with a cute smile. Spike wasn't gonna argue with her, honestly there was no time to. The sooner she and the others get dressed the sooner they could be on their way. They still had to figure out how they were going to cross Starswirl Bridge without possibly being water cannoned off the damn thing. From they saw on the news coverage, it seemed like they were only letting certain people cross the bridge. As Spike made it to the area where the bras were, another thought entered her mind. "Maybe there's a boating dock nearby." he thought. "If so, we could we could across the river by boat." Spike searched the rack until he came across a couple of light blue bras for Twilight. After matching the sizes, Spike grabbed one and made his way back to the changing room where Twilight poked her head out.

"Here you go." he said as he handed it to her. "You know, you don't have to hide, i've already seen you , remember?"

"I know that." she said with a blush. "I don't want Button to see me."

"Button's all the way at the entrance keeping an eye out for zombies." Spike explained. Twilight poked her head out even further looked out to see that Button was no where to be found. With a sigh of relief, she opened the door fully and revealed to Spike that she was wearing nothing but a pair of light blue panties; using an arm to hide her large breasts. Slowly, she moved her arm from her chest; revealing them to Spike with an even darker blush on her face. This was the second time Spike's eyes had gazed upon her glorious assets. He fought off the urge to touch them as Twilight began putting on her matching bra. "S-So, what's the plan?" she said; breaking the silence between them.

"G-Getting across the bridge with be difficult." he started. "To be honest, I don't think we'll be able to. I was thinking that there should be a boating dock nearby."

"You wanna sail across the river?" she asked.

"It might be our best bet to get back home." he answered. "Besides, you saw that news report, they're only letting certain people cross. So the odds of us making it over that way are slim at best."

"Yeah...I guess you're right." Twilight said as she turned around; showing off her nice rounded ass to Spike. Spike quickly found himself mesmerized by what was in front of him; especially when Twilight bent over to grab her shirt. She about to put on when she glanced over at the side mirror and caught Spike checking her out. With a smile, and her face as red as an apple, Twilight proceeded to put on her shirt while giving Spike a show by shaking her ass a little. This act nearly caused Spike to lose it; especially when she bent over once again to grab her skirt. As she was putting it on, Spike couldn't help but notice that the skirt she was wearing, was so small that one move in the right direction or a gust of wind, and he'll get clear view of her ass. After getting dressed, Twilight turned to face Spike and saw that he was completely flustered. She couldn't help but let out a giggle as her mind started to go back to that night when the two of them had sex. She'd be lying to herself is she said she didn't think about it. To tell the truth, part of her was looking forward to doing it with him again; whenever they had the chance to be alone of course. Walking up to Spike, she grabbed his hand and led him out away from the changing area where they met up with the others towards the entrance.

"Everybody's ready?" Spike asked.

"Yeah, so what's the plan?" asked Sunset. "Obviously, we're not going to be able to make it across the bridge; especially with these weapons on us."

"Spike thinks we could sail across." Twilight answered.

"There should be a boating dock somewhere near the bridge." he explained. "If we can get our hands on a boat, then we could just sail across the river."

"If that's the plan, then we better move on it quick." Rarity suggested. "Something tells me you aren't the only one with that idea."

****************************

Starswirl Bridge wasn't that far away from where the group left, but it certainly felt that way. With all the zombies, and alternate paths the had to take, they were surprised that it was still daybreak when they started to come upon it, but at least they were able to get a few practice rounds out if it. Right in front of them was an extremely long line of cars that were abandoned by their owners and people pushing to get passed one another while the police were struggling to maintain order. "This way." Spike said as he led everyone down a nearby street. They made more cuts through alleys and buildings than they could count, not to mention more of the undead, but it was all worth it when they came across the boating dock.

"We have to hurry." said Sunset. "Hopefully, they're some boats left." They wasted no time in sprinting over while at the same time trying not to bring too much attention to themselves. The last thing they needed was to be overwhelmed by a large group of hostile people trying to cross the bridge. Upon reaching the dock, the group discovered that it had been completely destroyed; with some boats looking as though a bomb went off on them. There were several dead bodies floating in the water and on land with blood everywhere.

"Now what?" asked Button.

"Let's look around." Spike suggested. "There should be at least one working boat."

The group did just that, slowly moving about the dock and checking out any boat that looked to have the least amount of damage while being on the lookout for any zombie that might spring up out of nowhere. To cover more ground, they broke off into two groups of threes; Button, Cream, and Rarity in one direction, and Spike, Twilight, and Sunset in another. Each boat they check was the same as the last, either wrecked or burnt. They were about to give up when Cream discovered a fishing boat on the far end of the dock that looked untouched. Everyone hurried over there and breathed a sigh of relief when they discoverered that it was still in working condition. Now they had a way across the river. It looked as though it was going to be a tight fit, but they had no time to waste on something like that. One by one they got in the boat with Spike being the last. He pulled the cord on the motor a couple of times before it finally kicked on. Soon they were off albeit at a rocky start. Spike had no idea how to steer a fishing boat, and getting use to how it works took a while. He managed to steer it underneath the bridge in order to keep out of sight of the cops who might try to stop them, or the people who might be desperate enough to jump over the rails and on top of them just to make to the other side.

****************************

Up on the bridge, one of the police officers heard the sound of a motor boat passing by. He made his way over to the edge and caught Spike and others sailing across. "Hey, what's going on over there?!" called one of his colleagues. "You see something?"

"No. Nothing." he said turning back to face him. "Just my imagination."

"If you say so." he said before walking away.

The officer looked back over the edge at Spike and the others and gave a smirk. "Good luck you guys." he said before heading back to his post.

****************************

Spike shut off the motor and used the boat's momentum to get as close to shore as he could while remaining underneath the bridge. Once they hit landfall, the group took in their surroundings, and thankfully there were no undead monsters or cops to get in their way. As they walked out from under the bridge, they noticed a large group of people walking. It seemed like they were headed to a certain destination; somewhere safe maybe. "Maybe we can blend in with them somehow?" Twilight suggested.

"Or use them as cover to get past the cops." Sunset added.

"Either way, it's better than just staying right here." said Spike. "Let's move." The group began to make their move; walking along the coast until they found a walk path that would lead them up towards the street. Trying their best to keep their weapons hidden, they slowly started to blend in with the crowd as they were being led down the street; not making any eye contact with the police that were watching every move.

"Rarity, which is the closest route to your house?" Spike asked.

Rarity looked around before answering. "Next street over." she answered. "There's a gas station down there. We can take the street next to it to enter the residential neighborhood."

"Okay, let us know when we're near it." Spike said. "On my signal, we make a break for it."

Not far from them, two police officers overseeing the evacuation, noticed one of their fellow officers approaching them. He was walking in an odd way; almost stumbling over. The two officers thought nothing of it; believing that he was just tired. Not that they blame him; who knows how long it's been since any of them had actually slept. The stumbling officer had kept his head down as he approached his colleagues; weird breathing noises from his mouth. "Long day, man?" one of the officers joked as he attempted to placed his hand on his colleague's shoulder. At that point, the officer grabbed the man's arm and bit down on it. The officer screamed out in pain as blood splattered everywhere; catching the attention of the civilians nearby. Seeing what was happening in front of them caused fear and panic to quickly take over. As the officer fell over to the ground, his partner opened fire on the zombie; hitting it in the head and killing it instantly. As he walked over to confirm it was dead, the officer that was bitten quickly grabbed his partner's leg and bit into it. The officer yelled out in pain and fell to the ground. Witnessing this, the crowd of people started screaming with some of the running off.

Other officers nearby ran to the scene in order to get it under control. They opened fire on the two zombies killing them instantly, however, in doing so, caused the people far away who heard the firing to panic, but that wasn't their only problem. The noise they caused alerted nearby zombies, including the one that bit the first officer, and they were making their way over. The rest of the officers tried their best to calm everyone down, but to no avail. It wasn't until the zombies started appearing that the crowd went into a frenzy.

Seeing that everything had gone to hell real quick, Spike motioned for the others to move. The entire group broke free from the crowd and started to make their way towards the next street, but were stopped when they came face to face with a horde of zombies. Spike, Button, Rarity, and Twilight took aim with their weapons and opened fire. The silencers equipped to the guns did the trick as there wasn't any loud sound coming from them that would alert any more zombies nearby. Sunset, in the blink of an eye, charged the monsters; unsheathing her sword and slicing the heads off three of them at once before sheathing it again like a badass anime character. A second later, she was back at it again; striking down any zombie she could while the others continued firing. Cream stood behind everyone; tasked with hold the duffle bag filled with ammunition to hand out as soon as any of them started to run out. As soon as there was an opening, Spike motioned for them to push through, however, Cream couldn't bring herself to do so. "Mom, what are you doing?!" yelled button.

"These poor people." she said. "We can't just abandon them." Looking back, the group could see people running over each other screaming in a panic while loud gunshots were going off. Just that quick, there was a horde of zombies attacking them. It was pure pandemonium as people were trampling over each other in an attempt to just get away. In all the chaos, most of the people were tackled to the ground by zombies and mauled to death; even a young mother and her child. Blood splattered from the both of the as the zombies torn through their flesh; their screams of agony were the stuff of nightmares. Seconds later, they rose to their feet as one of them. Thankfully, Cream and the others didn't see that horrific event, but they DID witness a man grab someone and throw them to the ground as he attempted to escape while a small fight broke out between a cop and two people trying to take his gun. Eventually it ended with one of them getting shot and the other grabbed by a zombie they attracted with their noise. The situation was getting worse with each passing second, and the longer the group stood there, the more at risk they'd be in. Button grabbed his mother's arm and pulled her away. "There's nothing we can do!" he yelled. "We have to move before we get caught up in that as well!" The group started to run down the street; as did a multiple people who were right behind them. This was bad as their constant screaming alerted multiple zombies who were nearby; especially the ones coming out of the gas station Rarity talked about earlier.

To their right, Spike could see even more of them heading their way. Although they were moving at a snail's pace, they could quickly surround you if you're not paying enough attention. "Where to now?!" Twilight asked.

"This way!" Rarity answered as she took the lead. She lead everyone down a nearby street that appeared to be abandoned, but that quickly changed when nine zombies came out of nowhere and wondered into the street. Spike and Sunset quickly took care of them making room for the others to make it on through. Turning down another street to their left, they were now in the residential area where they were shocked to find a barricade a few feet in front of them with a large group of people attempting to break through. Yelling a screaming filled the area as they fought against the guards, then suddenly, multiple gunshots went off. The guards began firing on the people much to the shock and horror of the others. Button turned looked behind him and saw a horde of zombies making their way towards the barricade and the people running away and screaming. "This is getting ridiculous, where are they coming from?!" he yelled.

"We have to find another way around, come on!" yelled Spike. The group took a detour through someone's yard and into the backyard where Button shot through a wooden fence for them to squeeze through; all the while the people running a screaming for their lives began to escalate as they were attacked. As they made it to the next street over, they found that there was another barricade with a few guards to keep people out.

"They have the whole permeameter blocked off I bet." said Sunset.

"Now what?" asked Twilight.

*HONK* HONK*

Twilight question would soon be answered as the group saw a fast approaching semi truck heading straight for them. Without a second thought, the group ran out of the way just as the truck passed them. It was going for a head on collisions with the barricade. The guards stationed there ordered the truck to stop, but their words fell of deaf ears. Two of the guards, believing that it was a good idea, took aim and began firing at the wheels of the truck. They managed to hit their target, and caused a blow out, however, it wouldn't be long before the started to regret that decision as the fast moving truck was now swerving out of control. The guards started to run for their lives as the out of control as the truck toppled over and crashed through the barricade with such force, debris flew everywhere; even smashing against the fuel tanker which caused a massive explosion as it ran into a house a few feet away. The force of it caused nearby windows to shatter, but that wasn't all. It was loud enough to catch the attention of every single zombie in the area.

"Let's go, we don't have much time." Spike said. With nothing in their way at the moment, the group ran towards the now destroyed barricade. They had to hurry, not because of the guards or zombies, but because of the fact that the truck was leaking even more gas. Once that ignites, it'll set off another explosion. Running as fast as they could, they hurried passed the fire and debris; the scent of diesel fuel was thick in the air. Up ahead of them, they could see the guards still running for their lives; one of them on a radio possibly calling for backup. Not wanting to get caught, the group decided to cut through another home residence to keep out of site. They ran non stop through several properties before coming to a stop in the middle of the street when they felt there was enough distance between them and the guards; the sounds of another massive explosion going off behind them.

"W-Wait." Creamed panted as she fell to her knees. "I.....I can't g-go.....a-any longer."

"Why don't we go rest at that park over there." Twilight suggested. A few feet from where they were was a small neighborhood park with all the things you'd expect to find there. Button helped his mother up and the group made their way over. Cream wasted no time in taking a seat on the bench that was located in the shade of a large tree while Twilight and Button headed over towards the water fountain. Spike, Sunset, and Rarity kept a lookout for any signs of the guards or undead that might've slipped through. It wouldn't surprise any of them if they did. No matter what happens, these zombies somehow manage to get to their victims and multiply their ranks; sometimes at record breaking speed even though they were slower than a snail.

"So, how far is it to your house?" Spike asked.

"Not far." Rarity answered as she pointed. "See that large hill over there, that's where we need to go. My house is right at the top."

"Okay, as soon as everyone's rested up, we should make our way over there." said Sunset. "Though, we might need to make a few detours along the way."

"Yeah. It'd be a hassle if we ran into those guards." Rarity agreed. The trio headed back to the others and sat in the shade to rest up as much as possible; though they couldn't stay long. Pretty soon, they would have to be on the move once again, but for now, they were going to enjoy this little time of peace as much as they could.

Chapter 9

The next morning, Rarity wore a confused look on her face as Sunset avoided eye contact with everyone. Her face was bright red; especially when she was sitting next to Twilight and Spike. "S-So, who are we waiting for?" she asked.

"One of our mechanics, Lockup, will be driving down the street soon." Rarity answered. "Just be on the look out for a bright purple van."

Just then, Cream Heart slowly made her way into the living room from the kitchen with a terrified look on her face. "Um, everyone, w-we have a problem." she said. Cream slowly pointed towards the kitchen which prompted Spike and Button to head over. The two boys looked out the window over the sink and were shocked to find a horde of zombies in the backyard. They couldn't tell how many there exactly were, but there was enough to overpower all of them in a second if they alerted them. The zombies themselves seemed to just either be standing around, or just aimlessly walking about; bumping into one another. The two boys carefully backed away and reentered the living room.

"There's a horde of them right outside." Spike said in a low tone. "There's too many to fight off. How's the front looking?"

Sunset headed over to the window and peeked outside; witnessing multiple zombies in the streets. "Not good. They have us surrounded." she said.

"Where did they come from?" Twilight asked. "You don't think it was from that truck explosion yesterday."

"Wouldn't rule it out." Rarity answered as she made her way to peek out the window as well. "My theory is that Neighsay's guards attempted to fight back, but got overwhelmed in the process and either ran away, or were bitten and turned in the process."

"So what do we do?" Cream asked.

"The way I see it, we have two choices." Rarity answered. "Either we stay here and risk these zombies finding us, or we take a chance and meet Lockup half way."

"I don't like either of those." said Cream as she grabbed a hold of her son.

"Well, that's all we've got." Rarity argued. "So we better choose now before they do." At this point, Spike made his way toward the window to have a peek himself before saying something to everyone else.

"I think we should head out and meet Lockup half way." he said. "If he were to somehow drive up right now, the noise created from his van would no doubt alert them, but if we met up with him in a wide open area, then we'd have a better chance at escaping."

"I agree." said Sunset.

"Y-You wanna go out there in the middle of all that?" asked Cream.

"It's just like back at the school, we'll be find if we don't make any noise." Spike said. "We should get ready to move." Everyone left to prepare except for Cream who was too scared to do anything. It was bad enough to constantly be on the run from these things, now they have to walk through them. Button stayed with his mom in an attempt to put her mind at ease; what little it did. Everyone else was quick to gather their things while Rarity called her mother and told her the situation. It took about 15 minutes, but everyone was ready and prepared to go. Spike slowly, and carefully opened up the front door and was immediately greeted by even more zombies in the street than earlier. Some of which were wearing guards uniform; leading back to Rarity's theory that the guards were bitten and turned. Spike looked back at everyone and gave a nod before walking forward. Cream started breathing heavily as she clung to Button. "It's okay, mom." he whispered. "Just take one step at a time." Little by little, the group made their way off the property and into the street where they joined the horde. Aside from a few bumps, nothing alerted them which was a good thing. All they had to do was keep quiet and everything would go perfectly.

"YOU SONS OF BITCHES!" yelled an random man who came from nowhere and opened fire on the horde.

"Shit!" Spike said as the zombies started moving. Acting quickly, Spike and Rarity opened fire on the few that was close to them while Sunset leaped into action; decapitating a few more. One snuck up behind Cream and Button, but a quick head shot from Twilight put and end to that. She then quickly turned around and killed a few more while Spike grabbed his ax, and went to town alongside Sunset. The group fought off as much as they could but it was starting to get overwhelming. With each passing second, more and more started to show up, but that was mostly due to the random man's shouting and loud shotgun. He was basically ringing the dinner bell with as much noise as he was making.

"We need to get away!" said Twilight.

"But where to?!" Rarity replied before opening fire on a zombie that was too close for comfort. Up a head of them, the random man was starting to get overwhelm by the horde of flesh eaters. With his back against his car, he fired off what little bit of ammo he had left for dropping his gun all together. It was then he pulled out some small device just as the zombies grabbed a hold of him.

"Baby....kids....daddy's coming home." he said as he flipped the switch. That was when his car exploded; killing himself along with whatever zombies that were nearby. The massive explosion caused a chain reaction which caused other cars to explode with almost the same force. This incidentally made an opening for Spike and the others to exploit. "This way!" Spike called as he pointed to what was their only way out. One by one, everyone ran as fast as they could to get away from the horde, however, when they did, one of them managed to grab Cream by the shirt. She screamed and attempted to get free; ripping her shirt completely off in the process. Button quickly put a bullet in the flesh eater's head and helped his mother get to safety. The group made it towards the end of the street where they saw another horde making their way towards them. They headed to the next street over, and from there, they ran north.

"H-How far is it?!" Twilight panted.

"Two blocks ahead!" Rarity answered. "W-We're almost there!" There were no signs of zombies where they were, but they continued running all the same just in case. They ran for two blocks straight before stopping at a nearby park. It was a very small park; just large enough for small children to play in while their parents watched from the houses next to it. The group headed over to rest as they were in the clear, for now. Cream immediately took a seat on a bench and used her arms to cover herself up. With no shirt, her black lace bra was exposed for all to see along with those massive breasts of her that were begging to burst free. Not wanting to leave his mother like this, Button began looking around for any houses nearby he could raid for something to get her.

"I'll be back soon." he said as he started to walk away.

"W-Where are you going?" Cream asked.

"Just over to that house over there." he answered. "Maybe I could find something for you to wear."

"What?! No! I don't want you going off anywhere!" she said; getting up from the bench and grabbing Button by the arm. "You're staying here. I don't care if I'm topless, I'm not letting you leave me."

"If you want, I could go." said Twilight.

"Not by yourself." said Rarity. "Someone should go with you and have your back in case you run into any more of those monsters. Sunset, why don't you go with her."

"Sure." she agreed.

"I'll come too." Spike suggested.

"No, Spike, you stay here." said Twilight. "Besides, we won't be gone long." Button pointed the girls in the direction of the closest house and soon they were off. As they left, Rarity grabbed Spike's hand and began to pulled him away.

"Come with me." she said.

"And where are we going?" he wondered.

"Cream is all exposed over there, can't have you staring at her when she like that." she explained.

"I wasn't star....." Spike started but was cut off.

"Besides, I need to use the bathroom, and I want you to check the area for zombies." she said. Spike decided not to argue with her and followed her to restroom area where he did a quick sweep of the ladies and found it to be clear of anything undead. As Rarity went in, Spike stood outside where he could not only keep an eye on Cream and Button, but also be on the look out for Lockup.

****************************

Sunset and Twilight made it over to the house that Button pointed out. Upon reaching the front door, both girls noticed that the door was cracked open. Maybe someone was inside already, or maybe the people living here were in a rush to evacuate and they forgot to close the door. In any case, they had to hurry and get back to the others, so with extreme caution, then slowly entered the house. "Hello?" Twilight said. "Anybody in here?" There was no answer. Sunset unsheathed her sword as she journeyed deeper in.

"Doesn't appear anybody's here." she said. "Let's hurry and find something for Cream." The girls searched the house until they found the master bedroom where they looked through the closet and a dresser in order to find a shirt large enough for Cream.

"Find anything yet?" asked Sunset.

"No, nothing." Twilight answered. "It doesn't look like any of these would fit her. How could they with how large her chest is."

"Maybe we should get her a man's shirt." Sunset suggested as she searched the closet. She soon pulled out a large white button up shirt that looked like it just might fit Cream, however, before Sunset got the chance to say anything, there was a loud thump that came from up front which caught both girls' attention. They heard voices coming from the hallway and footsteps that weren't very friendly. With no other choice, Twilight hurried over to Sunset and the two girls hid within the tight fitting closet just as someone walked in. The two girls couldn't help but blush as their bodies were pressed against each other in the tight space. They did everything they could not to make any sudden movements that would give out their location; especially since they noticed that the man who was in the room was wearing an outfit that was similar to the men who attacked them before. As the man started to make his way towards the closet, Twilight and Sunset slowly wrapped their arms around each other and slowly moved deeper inside, as much as they could, so they couldn't be detected. Holding each other closer, the girls did their best to remain as still as possible; right to the point of barely breathing. The man peered into the closet, but was called away by someone standing in the door frame; telling him they need to hurry and meet up with the others. The man looked suspiciously at the closet for a second before leaving with his friend. Twilight and Sunset breathed a sigh of relief, but stayed where they were for a few more minutes just to make sure they were gone.

Some time passed, and the girls slowly exited the closet; their faces beet red after having their soft bodied pushed against each other for a long time. "W-Well, t-that was.....awkward." Twilight said avoiding eye contact.

"N-Not as awkward as last night." Sunset let slip. Realizing what she said, looked over at Twilight who stared at her wide eyed.

"W-What do you mean, last night?" she asked; afraid to hear the answer.

"I.....kinda.....saw you and Spike.....together." she confessed. Twilight's red face turned and even darker shade. She was sure that she closed the door last night when she went to see Spike, and now that she knew they had an audience the entire time, she just wanted someone to put her out of her misery. Let the zombies take her for all she cared. "Soooo......Uhhhhh....." Sunset awkwardly continued.

"Can we go now?" Twilight asked; not wanting this to continue.

"Yes, lets." Sunset agreed.

****************************

Sunset and Twilight quickly returned to the park just in time to see large purple van parked just outside the entrance with Spike and Button opening fire on a few zombies heading their way. "Hurry, and get in!" yelled the driver who had to be Lockup. "There's more of'em coming!" Twilight and Sunset ran over towards the van and entered it just as Spike and Button finished killing off a few more zombies. After the two boys entered the vehicle, Lockup took off driving, but not before catching the attention of a few men ahead of them. "Hey, who are they, friends of yours?" he asked. Sunset looked up and noticed the men standing in the street.

"No they aren't!" she answered.

Rarity, sitting in the front seat, noticed them too. "Aren't those the same men we saw the other day?!" As they got closer, Lockup noticed the men wielding guns and aiming it at right at them.

"Shit! Everybody heads down!" he yelled as he stomped on the gas. The van accelerated; approaching top speed just as the men started to open fire. Everyone ducked down as far as they could go; bullets whining pass, shattering the windows, and nearly hitting them in the process. Spike and Button used their bodies as a shield to protect the girls in back while Rarity ducked under the dashboard as much as she could. Lockup ducked down as well; trying his best to keep on the road. They'd be in a terrible spot if they managed to crash into something right now. The men continued to open fire on the vehicle; even as one of them managed to get ran over. It felt like forever, but the group managed to plow their way through; not knowing that they were dragging one of the men along with them for several feet before he separated from them. "I-Is everyone alright?" Lockup called.

"Y-Yeah, I think so." came Spike's voice.

Spike slowly looked down at both Twilight and Sunset underneath him. He was going to ask them if they were alright, but fell short of that once he felt something very soft and squishy in his hands. His eyes glanced downward and noticed that he was pressing on both girl's breasts. With wide eyes, he quickly shot up; leaving Twilight and Sunset with embarrassing blushes on their faces. Button was faced down in between his mother's breasts with her arms wrapped around him. She was trembling almost uncontrollably with both eyes sealed shut as she held her son close. Button struggled a bit, but he was able to lift his head up for some much needed air. "I-Is it over?" Creamed asked in a terrified whisper.

"Yeah, it's over." Button reassured. "We're safe." The two slowly moved to sit up with Cream quickly covering up her chest. Sunset handed over the shirt she and Twilight had gotten to her and she quickly put it on; though she was having a bit of trouble with the buttons. The group could rest ease now that they were on their way towards Rarity's house, but as they traveled, they couldn't help but wonder just where were all the guards. Lockup could see the question on everyone's faces, especially Rarity and decided to answer it for them.

"Neighsay called back most of his forces sometime last night." he said.

"Why's that?" asked Rarity.

"Word is he has a community being set up somewhere." he answered. "At least, that's what your father thinks."

"It'd make sense." Rarity agreed. "With everything gone to hell, resources are gonna become more scarce, and whoever has the most, has the power, and knowing him, he'll do whatever it takes to see that he's the only one with that power."

****************************

The group had finally made it to Rarity's house, and to say that it was huge would be a major understatement. After passing through the large gate, the group were met with the house itself which practically looked like a castle, the front yard had a massive fountain with a statue of a Greek goddess surrounded by planted trees and few park benches. The van drove on the left side of the entrance where they passed the family garage; which was the size of an average house before finally pulling up to the front of the house where a woman and her child were waiting. The van parked and Rarity waisted no time in getting out and running into the arms of the woman who happens to be her mother. The two held each other tighter than they ever have before while everyone exited the van.

Rarity's mother looked and saw everyone; releasing a small gasp once her eyes rested on Spike. Judging by the sympathetic look she gave him, she knew something about him. Another thing that caught her eyes, were the many guns they had strapped to their person. "Goodness, just where did you find those?" she asked.

"Long story." Rarity said as he held her little sister. "Where's Father?"

"He's out looking for survivors." she answered. "We've open the entire estate to anyone trying to survive this hellish nighmare." Pointing to the right side of the estate, everyone's eyes landed on multiple large tents and many people, most of them families, gathered around the area. It was refugee camp being looked after by the estate's staff who was making sure that everyone had what they needed and that there weren't any discomfort at all. "Everyday, we're finding more and more people who need help." she continued. "Pretty soon there won't any room left."

"So what are you gonna do?" Rarity asked.

"We're gonna have to bring them to one of our many summer homes." she answered.

"They have summer homes?!" everyone else thought.

"I'll tell you more about the plan later, right now, let's all go inside." she suggested. "You're father should be on his way back right now, and you have to tell me everything you've been through. I want to hear it all." As Rarity's mother lead everyone inside, Spike started to get this feeling of hope that maybe, just maybe, their parents were doing okay as well.

Chapter 10

It was mid afternoon when one of the last airplanes were making final preparations to take off, however, there was one problem. On the runway, were multiple zombies either standing around, or wandering around aimlessly. On board the cockpit, the flight captain watched the entire runway as more of the undead started appearing. "They're everywhere." he said. It wasn't long before he was accompanied by his co-pilot who gave a heavy sigh as he too watched the runway.

"I've finished checking on the passengers." he said. "We don't have anyone who's injured, or has a high fever, or.......who's already dead."

"That's good." said the captain. "What about your family? Are they doing alright?"

"My wife is in Norway right now." the co-pilot answered. "Her brother was quick to come and get her and the kids. He said they're aren't any zombies where they are, and that's one of the few safe places on earth."

"Hate to be cruel, but it's probably best that you don't tell anyone." said the captain.

"Yeah, I know." the co-pilot agreed. "If enough people found out about it, they'd head right over, then it'd be an even bigger shit show." Taking a seat, the co-pilot placed his headset on and continued to look out at the runway. "So what now?"

"Now we wait for the clean up crew." said the captain.

****************************

On the ground, and man and a woman were set up a good distance away from the runway. "Distance 4500, angle of elevation -6, almost no wind, so no need for correction." he said. "Take the shot." The woman laying down using a mounted sniper scope pulled the trigger and fired. Hitting one zombie in the head, before aiming to shoot another one. She continued firing; killing everything in her path and only stopping to reload so she could keep going. After a while, just about all zombies were killed; leaving the runway clear for the time being. "Alright, all targets neutralize." the guy said in his mike before the headset off. At the same time the woman stood up and stretched before placing both hands on her chest. "Uh, what are you doing, Fleur?" he asked.

"I've been laying on my titties all day, Rotor." she answered. "They're starting to go numb."

"You know if you want I could massage them for ya." he joked. Fleur chuckled and removed her vest and over shirt; revealing a plain white shirt underneath as well as her large chest that slightly bounced with her movement.

"I'd let you, if you were better shot than me." she said.

"Oh, come on, you're the top ranked shooter on the force." he said. "What do I rank, the bottom 30s."

"Not very confident are you." Fleur chuckled again before looking onto the runway. "Tell you what, you see those three zombies all together right over there, if you hit all three of them with one shot, I'll let you play with my girls for 5 minutes."

You serious?" Rotor said; raising an eyebrow. "This isn't a prank is it?"

"It's not a prank." she reassured. "I'm serious, i'll let you fill me up for 5 minutes if, and only if, you can kill those three at the same time." Rotor accepted the challenge and took his position at the sniper rifle. He looked around for the three he had to kill and found them standing together. He knew that the best way to kill all three would have to be a head shot, but the problem was, their heads weren't aliened perfectly. They had to be in order for this to work. Fleur worked with Rotor for a long time, so she knew that he wouldn't act on something without first planning ahead. She figured he was waiting for the right moment to strike which worked out well for her since she could finally take a break from shooting that damn gun all morning. Rotor watched as the three zombies stood in place; slightly moving about. He didn't want to miss the instant their heads lined up; one shot and it was titty heaven for him. "THERE!" he thought just as all three heads lined up for a split second. He pulled the trigger and fired the shot; striking all three at once. "Holy shit, I did it." he said.

"Holy shit, he did it." Fleur thought. She looked over at him and smirked. "Well, a bets a bet." she thought as she grabbed the bottom her shirt. Rotor couldn't believe that he actually pulled it off. Standing up, he turned to face Fleur who was already topless; her massive tits on display for him while giving him a sultry smile. "Well, what are you waiting for?" she said. "Come claim your prize." Turning around, she moved to get off the cargo container; motioning for Rotor to follow her. The two got off, and Fleur had Rotor sit on the ground with his back leaned against the container so she could straddle his lap. On her wrist, she had a watch which she set for the appropriate time of 5 minutes. Starting the timer, she gave him the go ahead and the first thing Rotor did was bury his face in between them. "H-Hey, slow down, i'm not going anywhere." she said.

"Sorry, it's just, something like this never happens to me." Rotor replied as he squeezed those large orbs.

"Well, consider yourself lucky, I only take these girls out for my friends." she explained. "Luckily for you, I don't have that many."

"You consider me a friend?" Rotor asked amazed.

"Sure." Fleur answered while holding a back a moan. "N-Now, less talking, more groping; fiving minutes goes by fast." Rotor quickly went back to work; squeezing and groping those large tits to his heart's desire. Fleur wrapped her arms around Rotor's neck and began moving her hips; grinding against him. She openly moaned out; feeling tingles throughout her body. It'd been a while since someone was able to make her feel like this. The last time was with a close friend of hers whom she hadn't seen in a while and wondered if they were still alive out there. She was pulled from her thoughts when Rotor moved in and grabbed one of her nipples with his teeth while placing both hands on her supple ass; forcing her to grind against him harder. Fleur moaned out loud while trying to hold herself back. "If this keeps up, i'm gonna lose it." she thought as she buried her face in his neck. It wasn't long before her watch went off and she started to pull away from Rotor, much to his disappointment, but the agreement was five minutes, and that was all he was allowed to have. Fleur sat in Rotor's lap for a while to calm herself down before getting up to look around for her bra and shirt.

"So tell me, how was it?" she asked; while getting dressed.

"That was amazing." Rotor answered. "I don't think i'll experience something like that ever again."

"Never say never." she winked at him. "Keep the trust I have in you, and maybe we'll do this again. Probably more."

"Yes, ma'am!" he saluted. Fleur chuckled before getting a call from the higher ups. The two of them were needed on the other side of the airport to clean up another horde of zombies for a second plane to get through.

"We better get going, duty calls." she said.

"Yeah, say can I ask you something?" Rotor replied. "You said you had friends, you think they're still alive?"

"Actually, I only have one friend, and knowing her, I believe she and her son managed somehow." she answered.

"She?" Rotor thought as images of topless Fleur and a mystery woman started to enter her mind.

****************************

"AACHOOOO"

"You okay, mom? You're not getting a cold are you?" asked Button.

"I hope not." Cream answered. "Maybe that old saying about sneezes is true. Someone I know must be talking about me." Button and Cream sat in the bed of a luxurious bedroom within the estate. It reminded Cream of that one tv show she watched sometime ago where people would go into these houses that no one could afford and show it off.

"Maybe, it's that friend of yours, Fleur De Lis was it?" Button asked as he moved behind her. "Haven't seen her in a while."

"If it is, I hope she's okay." she said. "I haven't seen her since she got deployed.....AAAAHHHHH!" Cream was caught off guard by Button pressing down hard right behind her shoulders.

"I was right, you are stiff." he said.

"Button, w-warn me before you do that." she whined. Button began giving massaging his mother's shoulders; reliving her of whatever tension she may have. Cream started to feel her entire body start to relax and she moved to lay down on the bed on her stomach while Button moved on top of her and pressed down on a certain part of her back. Cream bit down on the pillow and released a muffled moan. She squirmed underneath her son who continued pressing down her back; hitting those little spots that relieved so much tension. Cream buried her entire face into the pillow as moan after moan continued to escape her; rising in volume with each passing minute. It wasn't until Button pressed his thumb down on the lower part of her back that Cream completely lost it. Her entire body shook uncontrollably as she gripped the bed sheet hard, nearly ripping them apart while almost tearing through the pillow with her teeth. The sensation ripped through her for a few seconds before it passed. When it was finally over, Cream muffled something before passing out. Button called out to his mother several times, but got no response.

"Geez, every time this happens." he said.

****************************

Spike, Twilight, and Sunset had gathered together in the lounge after making themselves at home with Rarity. It was nice to be able to relax and not have to worry about attracting zombies with the slightest bit of noise, but that doesn't take away from the fact that they still need to make a game plan for the future. "So, what's the plan?" Rarity asked.

"Your mom said that your dad is out looking for survivors right? If our parents aren't among them, then we'll have to continue looking for them." Spike answered.

"Who's house is closest from here?" Sunset asked.

"Spike and I live in the next neighborhood over." Twilight answered. "We figured we'd at least check things out there."

"I wouldn't if I were you." came Rarity's mother's voice. All eyes were on her as she walked in. "We went through your neighborhood the other day, and I'm afraid there's nothing left if it. Just about everything was either burnt to the ground or ransacked by looters. The entire area is completely abandon."

"N-No." Twilight whispered in shock as she instantly thought about her house, her neighborhood, and all the memories she had growing up there. It was all gone. Spike placed an arm around Twilight and brought her close; seeing how upset she was.

"However, I heard that before it got too bad, multiple police officers came in and got everybody out." she continued. This news caused Twilight to lift her head up; believing that the police officers were led by her brother. Knowing him, he must've gotten everyone to a safe place and that must be where their parents are. Just as Twilight started feeling some hope, another thought came to her mind, Spike's parents. Every since that incident with Spike happened, Shining has been on a crusade to make their lives miserable, but would he be so vindictive as to abandon them out of spite?

"Do you have any idea where they might've gone?" Spike asked. Before Spike could receive an answer, Rarity little sister barged in the room, loudly.

"MOMMY, DADDY'S HOME!" she screamed.

"Sweetie Belle, inside voice." she said. The seven year old didn't listen; instead opting to continue jumping around announcing that her father was back before running out of the room. Spike, Sunset, and Twilight all chuckled at the little girl's antics, while Rarity and her mother both heavily sighed.

"Good Lord, what am I gonna do with her?" she stated.

"This is what you get for spoiling her all these years." Rarity argued.

"In any case, well continue this conversation later." she said. "My husband, hopefully, found more refugees and will need help in getting them settled in. You three, please, continue to make yourselves at home." With that, Rarity's mother left the room; leaving the others alone.

"If everyone got out, then they had to go somewhere that could house all of them." said Sunset. "But where?"

"If I had to make a guess, I'd say the Canterlot Mall would be a start." Rarity answered. "It's located on the edge of the city which makes it easy to escape if need be. Not only that, but the building itself is massive enough to hold an entire football stadium."

"If that's where they are, then maybe we should head there." Spike suggested.

"You wanna head there now?" Rarity asked. "You just got here, why not rest a while?"

"Rarity's right." Sunset chimed in. "We should stay here for a while before heading back out there. Besides, if they're at the mall, then they're just as safe as we are."

"They ARE safe!" came Rarity's sister from out of nowhere. "Daddy launched a lot a drones throughout the city and they're recording everything right now." Suddenly, the little seven year old grabbed Spike's arm and practically drugged him out of his seat. "Come on, come on!"

"W-W-Whoa, wait!" he said. Sunset and Twilight laughed as Spike was pulled away; soon getting up and following after them with Rarity.

****************************

Outside, both of Rarity's parents were overseeing their staff taking care of the newly brought in refugees. "Hondo, were any of them showing sighs of turning when you found them?" Rarity's mother asked.

"No, thank God, aside from not having eaten for a while, they seem to be alright." he answered. "We're finding more and more of them everyday, and pretty soon we'll be overcrowded."

"So we go with the plan?" she asked.

"Yeah." he answered with a smirk. "We'll divide everyone up and send them to each of our many summer homes. They're bigger and have enough resources for everyone. As soon as I hear back from my contact, we should be ready to move out, and the sooner the better."

"What do you mean?" Cookie asked.

"On the way back home, we noticed hundreds, of not, tens of hundreds of those undead monsters roaming the streets." he explained. "It won't be long before they make it here."

"According to Rarity, these creatures react to sounds." she explained. "The louder the sounds, the more of them it attracts. Their heads are the weak points, shoot'em there, and it's an instant kill, but that's a double edge sword. The sounds from the gunfire would attract more of them, and you'd be surrounded in seconds; unless you had silencers or some other way to muffle the noise. Thankfully, Rarity and her friends found just that." Hondo didn't show it, but he extremely happy to know that his eldest daughter was home safe and sound. It was like a huge burden was lifted off his shoulders and he could finally rest easy, but he couldn't. Since he took it upon himself to help as many people as he could, he felt responsible for them. He had to make sure they had everything they needed and to keep them safe from anything undead that seeks to do them harm. Rarity wasn't the only one he was worried about. He was relived to hear that Spike had survived as well, and that he formed a group with Rarity to make here. After what that poor boy went through, it was great to know that he still had some friends left; Rarity being one of them.

"Hondo, why don't you go see Rarity." Cookie suggested. "We both know you want to. I'll oversee everything until you get back. Besides, Sweetie Belle is probably driving her crazy right now." Cookie turned her head to face her husband only to find that within the blink of an eye, he was already gone. Cookie couldn't help but laugh out loud at her husband's antics.

****************************

Sweetie Belle brought Spike and the others to a special computer room with multiple monitors on the desk and walls. "Daddy, sent out a bunch of drones throughout the city so he could monitor what's going on." she explained. "That's how he was able to help all those people outside." Sweetie Bell sat the deck and began typing on the keyboard; bringing up a screen and playing a video. Everyone could see Spike and Twilight's neighborhood and the large row of busses lined up in the streets. People were being evacuated out of their homes as fast as they could with help of the police officers. They tried to keep it as orderly as possible, but everyone was panicking at something. It wasn't until the camera turned around that it was revealed that a horde of zombies were making their way towards them. The only thing that was standing in their way was a line of officers; one of which was Shining Armor. He and his fellow officers opened fire; killing as much of the undead as they could, but also unknowingly calling for more. They eventually ran back to the busses and helped out the last of the evacuees before the abandoning the neighborhood with them.

"I didn't see our parents." Twilight said.

"It's possible they were already on one of the busses before the drone got there." Sunset explained.

"Yes, you're absolutely right." came a male voice.

"F-Father!" Rarity exclaimed.

"Uh oh." Sweetie Belle cutely. Getting out of the chair, the little girl started to make a break for it, but Hondo grabbed, and picked her up before she could even get out the door.

"How many times have I told you not to come in here?" he asked.

"I'm in trouble again aren't I?" she asked.

"Oh yeah." he answered "But since we're already in here, you two wish to know about your parents, right?" Hondo went over to the desk, and brought up another video on screen. This one showed all the busses arriving at the Canterlot Mall. One by one, the people started to head inside as fast as they could; nearly trampling over one another. Their fear was warranted as there were large amount of zombies in the area. Hondo let the video play out for a few more seconds before stopping it, zooming in, and finally enhancing the image. Twilight gasped once she saw her parents being ushered inside the building by her brother. A huge weight was lifted off her shoulders upon seeing them. Now she could rest easy knowing where they were, but that just left another question that needed to be answered, where were Spike's parents? Neither Spike nor Twilight were able to see them on screen, but to be fair, it was very chaotic and the drone wasn't able to catch everything that was going on, so it's possible that they were in the crowd somewhere. "I've been observing them for a while now." Hondo said as he turned to face everyone. "They never left the building ever since they entered it. It's gonna take a while, but i'm making plans to move everyone here to a safer place. Once everything gets set up, we'll head over to the mall and get your parents. I hope I could get everything ready in time. More and more people are struggling to survive out there as these things just keep appearing out of no where. Getting up from his seat, Hondo looked over at one of the monitors and witnessed his drone capturing three people being attacked by a horde of zombies; they stood no chance. "I can't save everyone, just who I can." With a look of regret written on his face, Hondo proceeded to leave with everyone right behind him. Sweetie Belle took this time to make her escape, but Rarity grabbed her before she could do anything. If she thought she was gonna get away that easy, she had another thing coming.

****************************

The sun was setting and right at the front gate, a young man with black hair that were almost covering his eyes had managed to avoid the security cameras and sneak onto the property. Hiding behind whatever he could find, the young man managed to avoid being seen until he made it close enough to the mansion where he saw Rarity's mother helping out with the Refugees. The young man instantly knew who she was since she and her husband were pretty famous. Seeing all the people she was tending to led him to believe that she had opened her home anyone seeking safety and shelter from the undead. Seeing all that he needed, the young man started move to a more secure location where he wouldn't be seen. He traveled from one side of the estate to the other and ended up on the side of the mansion where he pulled out his cellphone and dialed a number. It rang for a few seconds before someone on the other end answered it.

"It's me." he said in a low creepy voice. "Yes....yes, it's just as you thought. If you ask for help, I'm sure they'll let you in, they seem nice enough. Yes, i'm getting outta here now. I'll see you soon.....Mr. Sombra."

****************************

About a few neighborhoods over, a bus was parked in the middle of the street. It wasn't until the after the sun completely went down that it started slightly shaking for some reason. "Good work, i'll make sure you're rewarded when you get back." Sombra closed his phone as a dark smile appeared on his face as he watched his students enjoying themselves; soft female moans filled the bus as the males plowed into them.

Chapter 11

"Holy shit, if that's how the rich eats, then I should've played the lottery a long time ago." Button said as he and Spike walked through the main hall. Looking out the window, Spike saw the members of the estate's staff tending to the people outside. Seems they were all eating just as good as they were. Button took the time to look outside as well. "Mr. Hondo really changed my opinion on the rich." he admitted.

"What do ya mean?" Spike asked.

"You know, when everything goes to shit, the rich will usually horde all resources and use them as bargaining chips to secure power." he explained. "Kinda like what that Neighsay guy is doing."

"He's right." came Hondo's voice as he approached them. "I know many people who I do dealings with who's using this as an opportunity to gather more power; mostly from those who are desperate. They don't care about the ones who are suffering, just their status in "high society"." Hondo growled with disgust just thinking about them and how they'd use others misfortunes to profit.

"So is that why you're going so far to help others?" asked Button. "To prove that you're not like them?"

"In a way." Hondo answered before walking to look out the window. "When I was about your age, maybe even younger, I had nothing. I grew up on the streets with nothing but the clothes on my back. Everyday was hell just trying to survive. I've seen first hand how the other side views those who are less fortunate than they are. I promised myself that if I ever get in a better position in life, to never allow myself to become selfish like them; to help whoever I can, especially now."

"And one of the ways of doing that is sending them off to your summer homes, right?" said Spike.

"That's right." Hondo answered. "The homes are all in locations far away from any major cities, so no one has to worry about being attacked by any zombies. Plus, each home has more resources than the other, so they'll be able to survive until all of this is over."

"If it ends." Spike thought.

****************************

Twilight, Sunset, and Cream wearing only towels, entered the bathing area which was a massive in ground pool with statues of goddesses pouring warm steaming water in it. The light pink walls and crystal-like floors made them believe that they were in some kind of fantasy world. Walking in right behind them was Rarity, Cookie, and very energetic Sweetie Belle; all three of them in towels. "So ladies, shall we go in?" Cookie said as she removed her towel; revealing her very voluptuous body. This captured the attention of Twilight and Sunset as Cookie appeared to have the same body type as Cream; leading the two girls to wonder if they were real or not. One by one, they each stepped into the pool of warm water and sat down to relax, except for Sweetie Bell who revealed that she wore her swimsuit underneath her towel, and screamed "CANNONBALL" before jumping in; splashing everyone.

"Good lord, where does she get that energy from?" Rarity asked while placing a hand over her head. The others chuckled as Sweetie Belle swam around without a care in the world. It wasn't long after that when Cookie started up a conversation that changed the mood.

"So, Twilight, you and Spike have been friends for long time right?" she asked. "I was wondering if you could tell me how he's been doing since......you know......since that happened." Sadness formed on Twilight's face before she looked down at the water.

"B-Before all of this happened, Spike.....wasn't in the best place." she explained. "Yeah, his name was cleared, but the damage was all ready done, and no one looked at him the same. No one stayed by him."

"Except for you apparently." Cookie said. "You're the only one who refused to turn your back on him, even at the cost of your relationship with that Timber guy, right."

Twilight lifted her head up in shock. "How did you....." she started before Cookie interjected.

"My husband and I have been watching the entire situation like hawks since this all started." she explained. "Plus we're pretty close with his parents, so we know he was raised to be good kid. So when that incident happened, it made no sense to us. We looked into it, and found out about you and Timber and that your break up was over your refusal to abandon Spike. We also found evidence of Spike's innocence, as well as a bit of corruption from your brother; the lead officer in the investigation." That last bit of information caught everyone's attention while Twilight looked away from everyone; the look of shame was written all over her face.

"What do you mean, corruption?" Cream asked.

"Twilight's brother, Shining Armor, was the investigative officer in Spike's case." Cookie explained. "Before we got involved, he had the evidence that Spike was innocent, and it somehow, it all went missing."

"Because he destroyed it." Twilight said; still looking away from everyone. "It wasn't until afterwards when I discovered that Shining destroyed all the evidence that would've cleared Spike. He was talking with one of his colleagues about it. At first I didn't want to believe it, but ........" Once the tears started falling, Cream's motherly instincts kicked in and she moved to comfort Twilight. "I...I can't believe he'd do something like that. He had no problems with Spike before, so why?"

"You think someone paid him?" asked Sunset.

"No. He doesn't seem like the type to take bribes." Cookie answered.

"Did Spike know?" Rarity asked.

"He had his suspicions." Twilight answered. "Especially, when he gave his alibi to the prosecutor on the case, but soon after everything went missing, Spike was able to put two and two together. I just wish I knew why all of this had to happen to him."

"The truth will always come out sooner or later." Cookie said. "And it all starts with your brother. Now that you know he's at the mall with your family, when you get there, it's best to confront him on the matter; especially since Spike's going to run into him. Besides, it's not like he'll get arrested with this zombie infestation going on, but at least you'll have a reason why he did what he did." Cookie was right, sooner or later the truth will come out, but what Twilight was worried about was how her parents would react to this; knowing that their son was a corrupted cop who attempted to destroy the life of an innocent person. And then there's Spike's parents. After everything Shining put them through, there's no telling what would happen. Twilight wouldn't blame them if they straight up killed her brother, or at least, attempted to, but that's assuming Spike's parents are even at the mall. She didn't see them on camera, and Shining has a personal vendetta against them over Spike. She could only hope that he didn't do anything unforgivable to them.

****************************

Spike and Button followed Hondo outside into the refugee campsite where the three of them started to help out where ever they could; be that delivering food or medicine. The refugees were living comfortably giving the circumstances, but it was also clear to them that things were starting to get a bit overcrowded; not by much, but if more people were to start showing up, then it get pretty bad. Little did the people know, Hondo already started to put things in motion to get them to a larger, better place.

Spike had made back to the cooking area where he ran into Hondo and the head chef. "So this is Spike, huh?" the head chef asked. "The boss here told me that you're pretty good in the kitchen."

"I know my way around." Spike answered; not realizing what was about to happen next. Hondo simply face palmed as the head chef quickly got in Spike's face hold two sharp knives.

"I challenge you. SHOW ME YOUR SKILLS!" he yelled. Spike stood there confused as he was now, somehow in a cooking competition.

****************************

Back in the bath, Twilight, Rarity, and Sunset went after Sweetie Belle who was running around the side of the pool while Cream and Cookie sat with a small tray of hot sake floating in the water between them. After taking was probably her tenth drink, Cookie's eyes wandered over to Cream and took noticed of her body. "So tell me, Cream, do you have a special someone out there?" she asked with the smirk and a slight blush. Cream froze up with a slight blush on her face. "Come on, with body like that, you must have guys lining up for miles just to get your attention. I know I do. Unfortunely for them, i'm already taken." Cream could see on Cookie's face that the sake had gotten to her; especially when Cookie randomly started to grab onto Cream's breasts and fondle them as though they were going to disappear any second now. Cream released a loud, sexy moan as she grabbed Cookie's arm and attempted to pull her away.

"C-Cookie, p-please, they're really sensitive." she moaned. Cream started to squirm in the water while having her tits played with. "Oh, why are my breasts the first thing everyone plays with it?!"

"MOTHER, WHAT ARE YOU DOING?!" Rarity yelled. She held her sister underneath her arm with a hand over the child's eyes while staring at her mother's antics. "What did we tell you about drinking sake?!"

"Oh, come now, Rarity, I only had a sip." she argued.

"You never have just one sip. mother." she said before looking over at Twilight and Sunset. "Could one of you come take this from her while I tend to Sweetie Belle?"

"Lemme go!" she demanded. Rarity ignored her sister and proceeded to walk out of the pool. It was likely she was going to put Sweetie to bed; though the child clearly did want to go. After Rarity left, Sunset was the one to take the sake away. Cookie pouted, but a smirk quickly appeared on the older woman's face just as Sunset turned around, and that's when she made her move. Standing up, Cookie grabbed Sunset's towel and pulled on it; causing the entire fabric to fall off. Her large breasts bounced free from their containment and Cookie instantly grabbed them. Sunset let out a shriek and almost dropped the tray of sake. "My my, you've surely got some nice ones for a girl your age." Cookie said. "I'm kind of jealous. Especially since you're still developing." As she fondled Sunset, Cookie's eyes soon darted over to Twilight who instantly crossed her chest with her arms. Twilight was a bit bigger than Sunset, but that was mostly due to being sexually active with her ex boyfriend, and now, Spike. A mischievous smile appeared on Cookie's face before she let go of Sunset and launched herself at Twilight. Twilight tried to get away, but the older woman was too fast. In one move, Cookie removed Twilight's towel and grabbed hold of her breasts. Twilight released an unwanted moan as she was being fondled.

"N-Not so hard." she moaned. "P-Please." Twilight sealed her eyes shut and placed a hand over her mouth to keep from moaning as her sensitive breasts were being assaulted.

"Oh my, so soft and firm." Cookie said. "Keep this up, and you'll be as big as me and Cream; maybe even bigger." Cookie then grabbed both of Twilight's nipples and gave them a slight twist. This cause a spark inside her to light up and she couldn't control her actions.

"OH, SPIKE, YES!" she moaned out loud. There was instant silence after those words came out of her mouth. Twilight froze up like a statue, Sunset turned her head away with a large blush on her face, Cream stared wide eyed at the two of them blushing just as much as Sunset, and the mischievous smile on Cookie's face intensified as she leaned in.

"Did I hear right?" she asked. "You just called out Spike's name did you? There's something between the two of you, is there?" Twilight said nothing; her face as red as a tomato. "Oh, the silent treatment, huh? Well, you're not getting away until you spill the beans. I wanna know everything. Every. Little. Detail."

Twilight tried to moved away, but the older woman wasn't letting go. In an attempt to punish her, Cookie gave Twilight's nipples another twist which caused her to moan out again; uncontrollably. She definitely wasn't getting away.

****************************

Spike had no idea how this happened. First he helping out around the camp, and the next thing he knew, he was in a cooking competition against the head chef of the estate. With Button and Hondo acting as judges, their stomachs were growling in anticipation; even though they just ate not that long ago. First up was the head chef with his is plate of a spiced rubbed steak with potatoes and mushrooms. They instantly dug in; the taste from the steak was like getting hit by a truck, it was amazing. Seeing the two enjoying his cooking brought a smug smile to the head chef's face. There was no way he was gonna lose.

Soon it was Spike's turn with his dish of sticky pork ribs with mac and cheese made from scratch. Hondo was the first to take a bite out of the ribs. Once he did so, he lowered his head as his entire body started to tremble. It started low, but increased with each passing second. The started to believe that he was having some kind of allergic reaction of some kind. The head chef was about to call for medical assistance, when Hondo immediately jumped from his seat and released a powerful roar as his shirt randomly ripped off his body. "THERE'S AN ORGY OF FLAVORS IN MY MOUTH!" That statement caught the attention of everyone who was nearby. Button picked up a rib and took a bite out it as well. He too began trembling before shooting up and yelling to the top of his lungs while his clothes randomly ripped from his body; leaving him in his boxers. "SO MEATY!" he yelled. Both Button and Hondo began devouring Spike's cooking as though they haven't eaten in days. Once they were done, they both laid their utensils in front of Spike; declaring him the winner. The head chef couldn't believe it. "I.....I lost." he thought. "How could I lose?"

He look over at one of Spike's leftover ribs and moved in to try a piece. To his shock, it was cooked to perfection; not even HE could cook a rib THAT perfect. "I have 20 years of experience, and he's just a child; an amateur." he thought. "Maybe he studied under a most prestigious chef? Yes, that MUST be it! How else could someone so young beat me? I must know the name of the chef." The head chef turned towards Spike to address him. "You must tell me, who is your teacher?!"

"I don't have a teacher, i'm self taught." Spike answered.

"WHAT?! SELF TAUGHT?!" he yelled in shock. The head chef looked Spike in the eye and knew he wasn't lying. "I've traveled around the world, studied under the greatest chefs the world could produce, only to lose to someone who's self taught?!"

"Uh, are you okay?" Spike wondered. He was answered with a death glare and a finger point.

"Tomorrow morning! I challenge you to a breakfast cook off!" he demanded. "I'll crush you!"

"Uh.....okay." Spike accepted; confused as to what just happened.

****************************

Twilight sat in the warm water with her hands covering her face in embarrassment. Cooking had forced her to spill the beans on her and Spike which included where they made love to each other, and how it felt. Cream and Sunset's faces were beat red after hearing all of this information; especially Cream after hearing that the first time the two of them made love was in her house, on her bed. Cooking giggled uncontrollably as she wanted to know more. "So tell me Twilight, are you two gonna do it again?"

"I.....I don't know." she said; not showing her face. "M-Maybe?"

"M-Maybe you should stop teasing her now." Cream suggested. "She's embarrassed enough as is."

"Okay, okay, just one more question." Cookie said before turning back to Twilight. "So between Spike and Timber, which one is the better lover?" Twilight buried her face in her hand harder as her entire body shook; a high pitch squeal escaping from her. Sunset took this time to move in between the two of them; pushing the older woman away. "Alright, alright, i'll stop." she said. "I say it's time we get out of here before we prune up." Cookie stood up out the water; her breasts and ass jiggling slightly as she walked to get out of the pool; though she did stumble a bit since she was drunk. Cream soon followed suit which caught Sunset's eye. "I wonder if I might actually get large like those too." she thought.

****************************

In the middle of a neighborhood, a young man ran as fast as he could to make to the bus that was parked in the middle of the street. Once he made it, the door opened and he was let in. "Mr. Sombra." he said.

"Nothing followed you back this way, did it?" he asked.

"No sir. I made sure of that." he answered. Sombra smile and led his student to sit in one of the front seats. "I DID say i'd reward you for your efforts, didn't I." With a snap of his fingers, a busty red haired girl walked up and took a seat next to him. "Make you show him a good time." he said.

"Yes, Mr. Sombra." she said before capturing the boy's lips. breaking the kiss, he pulled the girl to straddle his lap before lifting up her shirt. With it off, the boy's heart nearly stopped once he saw those large orbs of her spilling out of her purple laced bra. Unable to hold back, he buried his face in between them; earning a giggle from the girl as she started to grind against him. He couldn't take it anymore and quickly undid his pants; pulling out his hard member. He lifted the girl up, pulled up her skirt, and moved her panties to the side and setting her down on top of him. The two of them moaned as they connected. Not a second later, the girl started bouncing in his lap; removing her bra and letting her breasts bounce in his face. While they were going at it, Sombra moved to sit in the driver's seat; plotting his next move as the sounds of sex played behind him.

Chapter 12

Twilight awoke in one of the estate's many guest rooms with Spike spooned behind her. She gently placed her hand over his and moved his arm from around her to she could sit up; nearly spilling out of her light blue nightgown as she did so. Twilight looked over at Spike and let out a cute giggle. She couldn't help think how cute he was sleeping like that; gently rubbing her hand through his hair. Spike let out a small groan and squirmed around a bit before opening his eyes to Twilight looking down at him. "Hey, you." she said.

"Hey." he said before moving onto his back to stretch. After Spike finished stretching, Twilight laid back down and cuddled against him; resting her head on his shoulder while wrapping an arm around his torso, not to mention, her luscious breasts rubbing against him. Spike began running his hand through Twilight's hair, picking at the loose ends, straightening them out, playing with it as he saw fit. Twilight didn't mind it, though. Her hair was already a mess after waking up, so Spike playing with it wasn't much of an issue.

"So....what now?" Twilight asked; breaking the silence.

"We get to our parents, and bring them here." he said. "After that, we join Mr. Hondo and his family at one of their summer homes; safe from all this."

"I wonder when all of this will be over." Twilight said in a soft voice as she made small circles on Spike's chest with her fingers.

"Wish I knew." Spike responded. He moved his hand from Twilight's hair and onto her shoulder where he rubbed it for a while before moving the strap on her nightgown over her shoulder. Seeing where this is going, Twilight blushed and took the initiative; moving her body to lay on top of Spike's before kissing him. Spike waisted no time in allowing his hands to roam all over her as they made out; grabbing the hem of her nightgown and pulling it up to reveal her light blue and white panties wrapped around her perfectly round ass. Twilight let out a soft muffled groan as Spike instantly started to grope her; soon breaking the kiss and seductively giggled at him as she started grinding her hips. Twilight moved to sit up and pulled her nightgown over her head; revealing her bountiful breasts to Spike. Spike instantly grabbed a hold of them; deforming them in his hands and causing Twilight to bite her bottom lip while grinding her hips into his. "It's still early, but we better make it quick." Twilight suggested. With no protest, Spike pulled her back down and kissed her as their session continued.

****************************

Spike and Twilight weren't the only ones who were having "fun" this early in the morning. In the master bedroom, non-stop moans from Cookie filled the room as her husband pounded into her. Her body jerked with each thrusts her husband made, her breasts bounced as though they had a mind of their own, and her moans grew in volume. "Oh, yes!" she moaned. Hondo added to his wife's pleasure by grabbing onto her massive breasts, pushing them together, and sucking on both nipples. This sent a shockwave of pleasure throughout the woman's body as her back rose off the bed while gripping the sheets to the point of almost ripping them. Hondo took this chance to switch things up a bit. Wrapping both arms around his wife's back and flipped the two of them over. Now that she was on top, Cookie placed both hands on her husband's chest and rode him like there's no tomorrow.

Moaning non-stop and her walls clenched on him, the busty lady was quickly reaching the end. "I'm so close!" she moaned. "Oh yes!" Hondo grabbed his wife's hips and started bucking upwards into her. Cookie screamed in delight as she fell forward; burying her husband's face in between her breasts. "I'M CUMMING!" she yelled as her body trembled. Her orgasm hit her like a truck and her juices splashed all over Hondo's lap. Cookie's body twitched for a few seconds before Hondo rolled her on her back and prepared to go a second round.

****************************

Button was the first to wake up due to the sun shining through the window. He found himself unable to sit up due to his mother's grip on him, but was able to turn to face her. If he could get her to wake up then he'd be free, however, when he managed to face, he came face to face with one of her massive tits that were spilling out of her nightgown. Before he had a chance to truly process what he was seeing, Cream shifted her body; bringing half of it over his. "Mmmm, Button, stay here." she moaned.

"H-Hey, come on, wake up." Button said as he shook his mother. Cream let out a whining sound before snuggling close to him. She moved once again, this time bringing her entire body over his. Button knew of one other way to wake her up. He placed a hand on her back and slowly moved it downward towards her thick ass. Cream hummed a sweet sound as she felt her son's touch, but this feeling wasn't going to last. Button delivered a hard pinch to her ass which caused the MILF to shoot up immediately; her massive tits breaking free from her gown. "What you do that for?!" she pouted.

"It was the only way to wake you up." he answered with a grin. "Plus, you're not light, you know."

Cream's face went from pouting to annoyance. Placing both hands in her son's chest, she rose her hips up, then slammed them down on his lap. Button groaned in pain as she did it again and again. The bed started creaking as she picked up the pace a bit; forgetting that her breasts were exposed and bouncing freely. "Take it back." she demanded.

"Okay, okay, i'm sorry." he said; unable to take it anymore. Cream stopped her movements, but that gave Button enough time get revenge. He placed both hands on her exposed breasts and gave them a hard squeeze. Cream released an unwanted moan, then placed her hands over her son's.

"B-Button, no." she moaned. "You know they're sensitive." Button continued to grope his mother's tits; deforming them in his hands while she lost control of her body. Her hips took on a mind of their own and started moving back and forth on top of Button's lap. Moving her hands to grab a hold of his arms, Cream attempted to pull his hands away, but Button countered by poking right at her harden nipples. Cream released a high pitch squeak before falling forward; burying her face into the pillow. Cream's hips started grinding against Button a bit harder as she moaned his name. Button was able to move his hands from his mother' breasts and place them on her moving hips. It was then he grab her nightgown and pulled it up; revealing her thick ass inside a pair of black panties. Cream summoned the last bit to strength she had left and forced herself to stop grinding so that she could raise her head to look at her son. The pair stared at each other for what seemed like forever before Cream slowly closed her eyes moved in closer. However, just as their lips were about to seemingly touch, they were interrupted by someone knocking on the door.

"Ms. Cream, are you in there." came the voice of the maid. "Breakfast is about to be served in a few minutes."

"O-Okay!" she answered with a bit of shakiness in her voice. "Be out soon!" Both mother and son moved to sit up with Cream noticing the disappointed look on Button's face. "W-We should get dressed." she suggested.

"Yeah." he nodded.

****************************

"Oh, Spike, that was....amazing." Twilight moaned as she snuggled against Spike. "Maybe...not so hard next time?"

"Sorry...I kinda got carried away back there." he chuckled. "But could you blame me? Your moans are such a turn on." Twilight giggled and planted a quick peck on Spike's cheek before moving to sit up; the sheets on her body slowly sliding off her. Spike's eyes were instantly glue to Twilight's breasts as she moved to get out of bed.

"If you're done staring, we should wash up before heading down stairs." she teased. Spike smirked and got out of bed as well, however, before the naked couple could enter the bathroom, there was a loud banging on the door.

*BANG* *BANG* *BANG*

"YOU UP YET?" yelled a familiar voice. "MEET ME IN THE KITCHEN SO WE CAN SETTLE THIS ONCE AND FOR ALL!"

"Who is that?!" Twilight asked; startled at the noise.

Spike just sighed heavily while placing a hand over his head. "I'll explain later."

****************************

Later, everyone met in the dinning room where Hondo and Button eagerly awaited Spike's cooking. After what they experienced last night, they couldn't wait to experience it again. In the kitchen, all the cooks looked on as Spike and the head chef were preparing their ingredients. Within seconds, they had the kitchen filled with a scent that had all the cooks hungry; some of which even drooled rivers from their mouths. It wasn't long before the scent escaped the kitchen and made it's way into the dining room where both Hondo and Button's stomachs started growling like tigers. Even the girls had to admit the aroma was making them a bit hungry as well.

A few minutes had passed before the head chef came out with his breakfast dish for everyone; steak and scrambled eggs. The head chef wore a cocky smirk on his face as everyone started eating. His smirk only intensified once Spike entered the room sometime later. Hondo and Button's stomachs started growling as though they haven't eaten for weeks while the girls wondered just what it was Spike cooked for them. Spike set a plate before each one of them, and they removed the lid, they were confronted with a soufflé, and egg soufflé if you will. The head chef did everything he could to hold back laughter at the sheer sight of Spike's plate. "What the hell even is that?" he thought as everyone else started to dig in. Hondo and Button's taste buds exploded the second they took one bite.

"IT'S AN ORGASM OF FLAVORS!" they both yelled as their shirts randomly ripped off. The two of them began stuffing their faces as thought they haven't eaten in years. The girls took one bite of Spike's dish and instantly released an organismic moan while almost sliding out of their chairs. The head chef looked shocked as they appeared to be enjoying Spike's cooking more than his.

"W-WHAT IS THIS?!" he thought. "HOW COULD THEY LIKE THAT MORE THAN MINE?! IT'S LOOKS LIKE JELLO!"

"Hey, I made extra if you wanna try some." Spike said.

The head chef's eye began twitching. He was sure that Spike was taunting him by offering him a plate. Gritting his teeth to hide his anger, he accepted Spike's offer. He took one bite of it, and it was like someone punched him in the face with a pair of brass knuckles. The flavor was just too good; his dish was no match for it. Looking up and seeing everyone enjoying Spike's dish more, the head chef had no choice but to concede this battle. Slowly, he walked away with a low growl. "I lost again to an amateur." he said before stopping and clenching his fist with an scheming smile. "No, not yet; there's tons of people here. I'll have them be the judges for tonight's dinner, and that will be the deciding factor once and for all." As he chuckled evilly to himself, the maids who were nearby looked at him as though he had finally lost his mind.

****************************

It was early afternoon when Cookie decided to open up the pool in the backyard to everyone. The pool was just as large as the ones at a water park, maybe even more so, and it actually had a wave machine built into it. With the press of a button, multiple wave of water crashed into everyone within the pool. On the sides of it, there were multiple beach chairs where the guests could relax and take in some sun rays, as well as a snack stand. Hondo and Cookie spared no expense in making sure whatever guests they had over would have a wonderful time. Speaking of which, Cookie herself walked out wearing an all black, one piece swimsuit that her thick body was starting to spill out of. Next to her, just as thick, was Cream Heart, wearing a blue two piece. The two women quickly caught the eye of all the men there; some of them had wives who wore annoyed looks on their faces.

"I don't know about this, Cookie." said Cream; referring to her swimsuit. "Don't you think this is a bit to small?"

"Nonsense, you look fabulous." she replied while grabbing her hand. "Come on, lets enjoy ourselves." The two women made their way over to the one of the beach chairs that sat next to a table with an umbrella. As they took their seats, they were quickly approached by three guys who all offered to rub sun lotion on them. Cookie, of course, revealed that she was married and how jealous her husband gets, then suggested that Cream wouldn't mind; adding to the fact that she's also single. Cream Heart, caught off guard by the suggestion, was about to decline, but was was cut off when three guys started arguing over who would get to touch her first. Cream turned her head away from them; uncomfortable with these men vying for her attention. Her first thoughts went to her son Button and how he'd would feel if he saw this.

****************************

Inside the mansion, Spike and the others met up in Hondo's office in order to discuss what to do next. "Alright, we have five planes being prepared right now." he said. "They should be ready within two days."

"Why two days?" asked Button.

"They're already in the middle of bringing people somewhere safe." he explained. "They'll need to land, refuel, and rest up before they can make it back to the airport."

"So we need to make to the mall, get our parents, and get back here within two days." said Spike.

"Easier said than done." Rarity chimed in. "Look how long it took for us to get to here from the school. The mall is located on the outskirts of town, not to mention, the only way out of the neighborhood, is to cross the river, and we were barely able to do that."

"What are you saying?" asked Twilight.

"What i'm saying is, we don't need to rush within two days to get to the mall." she explained.

"Rarity's right." Hondo followed up. "All we need is one plane to stay behind for you and your families, and the other four can carry the others to safety."

"Wouldn't that be dangerous?" asked Button. "The noise from the planes could easily attract more of those zombies."

"True, but i've already thought about that." Hondo explained. "As soon as their airborne, i'll relay to one of them to land at private airstrip to wait for you all."

"So here's the plan, we make our way to the mall, by foot if we have to, then gather your parents along with everyone else, and make it to the airstrip using the buses they have." said Rarity. "At which point we'll need to move fast as we're sure to alert whatever zombies that are in the area."

"Okay, sounds like a plan." said Spike. Before their conversation could continue, Sweetie Belle came barging in the room wearing a cute purple swimsuit, matching goggles on her forehead, and a green dinosaur floatie around her waist.

"Daddy, Rarity, come on!" she half whined. "Everyone's swimming right now, and WE aren't!"

"Alright, alright." Hondo chuckled as he rose from his seat. "Let's continue this later." As he left the room, Rarity mumbled something about how her parents keep spoiling her sister. Hondo and Sweetie walked down the hallway when they were confronted by one of the grounds keepers.

"Sir, something just pulled up to the front gate." he said.

"What is it?" he asked.

"A bus, sir. It appears to be carrying students around the same age as Miss Rarity." he answered. "Should we let them in?"

"Of course, i'll be there to greet them soon." he said. A few moments later, Spike and others exited the room with the girls heading off in a different direction. It was decided that they should at least enjoy themselves in the pool before heading out which caused a mischievous grin to form on Button's face.

"Well, Spike, a man's gotta do what a man's gotta do." he said while placing a hand on Spike's shoulder and giving him a thumbs up.

"Like I told you before, I don't wanna die just yet." Spike replied.

****************************

Outside, a bus was parked right in front of the mansion and standing next to it was non other than Sombra. He and his students finally made it to a place where they would be safe....for the time being that is. "You're lucky you were able to find something to carry all these students." said the grounds keeper. "And you're sure there were no zombies on the way here?"

"Of course i'm sure." Sombra answered. "I wouldn't have come here otherwise. The last thing I want is to put the lives of any innocent people at risk."

"So tell me, just how did all of you survive out there?" asked the grounds keeper.

"With my strong leadership, we were able to make it this far." Sombra boasted. "But I can't take all the credit. Though they were definitely scared, my students pressed on through these unprecedented times. My only regret is that we weren't able to save any poor souls along the way; we just weren't equipped for it."

"I don't think anyone is equipped for anything like this." said the grounds keeper.

"That's very much true." came Hondo's voice as he stepped through the door. Sweetie Belle clung to her father upon seeing Sombra; believing he was the boogey man or something like that. Hondo wore a cold expression on his face. He knew who Sombra was, and wanted to know why he was here. He could tell by the look on the man's face that he had ulterior motives for coming here. "Everyday it's gets worse out there, it won't be long before the entire city is overrun by these things, if it hasn't been already." he continued. "So tell me, how did you get all the way here?"

"My students and I commandeered this bus at the school and made our escape." Sombra explained. "There's been a few bumps in the road, but we were able to overcome them, and now we wish to seek refuge with other survivors."

"More like you want to brainwash them to make you their leader so you could obtain power." Hondo thought. "I swear, you're just like Neighsay." Glancing over at the students, Hondo knew just by looking at them, that they were too far gone in this man's brainwashing; there was no helping them.

"WHAT THE HELL IS HE DOING HERE?!" yelled Twilight. She came from outside the home along with Sunset and Rarity who were shocked to see Sombra standing right there. In Twilight's hand with a sharp knife she gripped tightly before running passed everyone and holding it to her former teacher's neck; much to the shock of everyone.

Chapter 13

Twilight gritted her teeth as her anger rose to new heights, while Sombra could do nothing except stand perfectly still; being at the mercy of his former student. "M-Miss T-Twilight.....what in the......" he started.

"Don't "Miss Twilight" me you son of bitch!" she said.

"C-Come on now, p-put the knife down." he said. "W-Why are you even doing this?"

"Why? YOU GODDAMN KNOW WHY!" she yelled. "Do you have why idea how much Spike suffered because of you and that bitch?!"

"Y-You mean that?" Sombra replied. "S-Spike was found innocent, right? So there really shouldn't be a problem." That statement caused Twilight's angry to rise to a whole new level and push the knife closer to Sombra's neck; slightly cutting it which caused a small amount of blood to leak out. Sombra, feeling himself bleeding, quickly rose his hands up in surrender. He glanced over at Hondo, seemingly begging for help, but he looked unwilling to do so. "L-Look, Miss Twilight, I.....wasn't the one who made those accusations."

"But you WERE the one who encouraged it!" she argued. "You and that bitch turned not just the whole school, but half the city against him! You made everyone believe he was some kind of monster! What I don't get.... is why!"

"Allow me to answer that. The S.A.T., am I right?" Hondo spoke up. "The Starswirl Academic Test, or S.A.T., is one of the hardest standardize tests in the nation. It'd be a miracle if you were able to get an average score; let alone a below average score on it. It's said that if a student were able to pass, then they were guaranteed to get into any university they wanted and the teacher who prepared them for it, would no doubt receive unlimited praise for teaching said student; praise you undoubtedly wanted. Your student scored 5009 on that test while Spike scored 5010. Two perfect scores, but Spike was one point higher, and you nor your student could handle that."

"So that's why you did it? All that over one.....fucking..... point?!" Twilight's anger rose so much that she could only speak in whispers. Sombra could feel everyone's eyes on him. It was unsettling to say the least, but there was no weaseling his way out of this.

"Y-You don't understand." he started.

"Understand what?" Twilight whispered; her anger reaching it's boiling point the long she has to look at him.

"My student, Suri Polomare, has an amazing mind, she has the ability to go far in life. Why should that be taken away from her over one point?" Sombra argued. "So I suggested that if something were to happen that would make Spike ineligible for the scholarship, then it'll be passed onto her. I'd never believed she'd go that far." He was lying, everyone, especially Twilight knew he was lying. She remembered seeing him with a smirk on his face as Suri was telling everyone her fake story, and of course, she didn't believe a single word that came out of her mouth. "And like I said, he was found innocent, he'll get over it."

That was it.

Twilight couldn't hold back any longer. She went for the killing blow, however, before she could end him, the grounds keeper grabbed her and pulled her away. Twilight struggled to get free, but to no avail. As Sunset stepped in to pull the knife away, Sombra sighed in relief that his life was no longer in danger, but that didn't mean they were finished with him. Hondo approached the man; eyes filled with just as much, if not more anger than Twilight. "One simply doesn't just get over something like that." he said. "Spike and his entire family have been hounded by the media, and their neighbors over those allegations to the point that he tried to take his own life on two separate occasions. His grandfather was working on a special project that would change the world lost all funding and it had to be scraped, the police were constantly stalking them, looking for any reason to add more charges to Spike, and on top of that, he was facing expulsion, not just from the school, but from the whole damn town, and you think he should just get over something like that? This will follow him for the rest of his life."

"And you think i'm to blame for that?" Sombra argued. "What about the lead officer in charge. From what I heard, he's just as guilty."

"When the time comes, he'll get his, but right now, we're talking about you." Hondo answered. "Don't think I don't know about your connections with Miss Polomare; specifically her uncle, and your mentor, Neighsay." Sombra froze with wide eyes. Just how much does this man know about his connection with Neighsay? "So tell me, just how much did he pay you to ensure that his niece was the one who came out on top, or was it his idea to begin with?"

"How do you know Neighsay?" Sombra asked.

"Once, I've had an association with that man, but none of that matters anymore; not in this new world." Hondo explained. "Neighsay uses whatever recourses he has to secure power for himself and his family, even if it means destroying or manipulating the lives of the innocent; like what you've done to those students of yours." Sombra gritted his teeth and released a low growl. "I can tell just by looking at them they're too far gone to be save from your influence, and I cannot....no....WILL NOT allow you to do the same to the innocent people i'm trying to save." Sombra was about to angrily protest, but Hondo continued on. "I'd suggest you go to the west side of the city where Neighsay is. He's already building himself a small community there, and i'm sure he would be more than willing to take you in." Hondo then turned had back toward Sombra and started to make his way into the house, only to stop once he'd passed Twilight who was still struggling to get free.

"You're just gonna let him go?!" she yelled as she managed to break free.

"Of course I am." he answered.

"Why?! After what he's done, he should pay!" she argue.

"I agree with you, he should pay for what he did to Spike, but that's not your call. The decision lies with Spike." he countered. "And I believe you know who it is you should REALLY be aiming your anger at." Twilight lowered her head; knowing he was right. When they make to the mall, she would be reunited with her brother.....the same brother who played a hand in making Spike's life a living hell; no doubt in her mind he's doing the same thing to Spike's parents right this second. "With that said, I believe you should go, right now." Hondo said; turning his attention back at Sombra. The teacher growled and took a step forward only to be stopped by the grounds keeper who looked ready for a fight. "Trust me, you don't want this to escalate anymore than it has." Hondo warned. "So get on your bus, and get the hell outta here along with your students who's been corrupted by your evil!" The look Hondo gave him said everything. It wasn't the grounds keeper Sombra had to worry about, it was Hondo. Seeing that he was outmatched, Sombra slowly backed away with the grounds keeper leading him to back to the bus. Hondo and the other watched on as the students looked both scared and confused as they all boarded the bus with Sombra and proceeded to drive off.

"I doubt that will be the last we see of him." he said.

"DADDY!" came Sweetie Belle's voice. Everyone attention soon turned to the little girl in her swimsuit, standing in the doorway with her hands on her hips, and pouting angrily. Hondo rubbed the back of his head and chuckled nervously as Sweetie growled.

"Okay, i've kept you waiting long enough." he said. "Let's go swimming."

As Hondo started to leave, Sunset approached Twilight who kept her head down. "So, what now?" she asked.

"I think we should join the others at the pool." Rarity suggested. "It'll help take out minds off of what just happened." Before she started to leave with the others, Twilight watched on until the bus carrying Sombra and his students disappeared into the horizon.

****************************

As the bus drove the neighborhood, each of the students were worried, scared, and confused. Why would they just turn them away like that? Weren't they helping people? All the students sat in silence; neither one of them wanting to confront Sombra on what happen out of fear of what he might do. Sombra himself was furious behind the wheel; gritting his teeth and cursing underneath his breath after having his life threaten, not to mention, losing his chance to grow his following. Now he was force to find Neighsay and beg him for help even though that's that last thing he wanted to do. "Damn them! ALL OF THEM!" he thought.

****************************

Spike found himself relaxing by the pool as he watched everyone swimming around while Button destroyed the three men who attempted to gain his mother's attention. Spike sighed heavily as the last guy was German suplexed onto the pavement. "Damn, what was that all about?" came Rarity's voice. Spike looked up and saw her in a pink two piece bikini. Behind her was Sunset in a black bikini with her top being strapless.

"If I had to make a guess, I'd say those guys were hitting on Cream Heart." Sunset answered. "He really does have a thing for his mom."

"You say that like it's a shock." came Twilight's voice. Spike's heart nearly stopped once he saw Twilight in a green two piece; nearly spilling out of it just like Rarity and Sunset. Every step each of them made, caused just about every sexy part of their bodies to jiggle and sway lightly. Twilight noticed Spike checking her out, and made her way towards him; adding a little sway in her hips. She giggled at his flustered face and bend over; giving him a good look at her cleavage. "Room for one more?" she asked. Spike swallowed hard and moved over as much as he could in the beach chair so she could fit. It was a tight squeeze, but she was able to lay next to him with her body halfway covering his. Sunset and Rarity jumped in the pool; leaving the pair to themselves only to be later challenged by Sweetie Belle and Hondo to a little pool volleyball. Cookie grabbed Cream and practically threw her into the pool to join in on the fun. This caught the attention of several guys, due the girls nearly bouncing out of the tops when ever they hit the ball. Each one of them wished to whatever god was listening to them that they at least get the chance to see something; even if it's just for a millisecond.

Over with Spike, Twilight decided her move her entire body to lay over him. This was so that his eyes couldn't wander over to what was happening in the pool. Her plan worked as Spike's eyes traveled downward to see her large melons smashed against his chest which caused her to giggled as she hugged him tighter. A wiggle of her hips caused her perfectly round, and plump ass to jiggle like jello which earned her a glance from several guys in the area. All of them growled at the sight of seeing a beauty like her all over Spike and wished that it was them instead. Twilight rested her head on top of Spike's shoulder while thinking about the events from earlier; wondering if it was right to just let Sombra go like that. There was no doubt in her mind they were most likely going to run into him again sometime in the future, and he would have an even bigger following than he does right now. She didn't even want to think about what he does with his current group, however, all of her thoughts melted away once she felt Spike's hand gently caressing her back. Spike was careful not to roam his hand over the knot the held her top together; else run the risk of undoing it. Twilight closed her eyes and made a humming sound before feeling a hard smack on her ass. She instantly shot up and yelped believing Spike lost his mind before finding out who the real culprit was. "Come on, Twilight, we need your help." Cookie said before grabbing her arm. Twilight wasn't given a chance to respond as she was suddenly thrown in the pool. Cookie then turned her attention towards Spike and grabbed him as well. "You too, Spike." Before he knew, it was thrown in the pool as well.

****************************

Sometime had passed and Spike and Hondo found themselves sitting at the bar table watching the girls and everyone else continue to splash around. "It's weird." he said. "Us having fun like this while the whole world's gone to hell."

"I know what you mean." Hondo replied. "But at least, for a little while, everyone's mind is at ease; especially Twilight, after what happened earlier."

"Wait, what?" Spike asked. "What happened with Twilight?"

Looking at Spike, Hondo realized that he had no idea about the event from earlier. "That's something the two of you should talk about, but lets just say, we've had an unexpected guest arrive earlier." Spike wanted to know who it was, but it was clear Hondo wasn't going to tell him. Spike decided to speak to Twilight about it later on, right now, it was time to just relax....at least, that's what Spike thought he could do realizing that standing over him was none other than the head chef; obviously wanting another challenge. "Dude, seriously?"

"Yes, seriously." he said.

Over with Twilight, she noticed the head chef attempting to drag Spike away for another challenge and chuckled at his misfortune before using the diving board to jump into the pool. After completing her dive, Twilight emerged from the water only to quickly notice something was wrong. Somehow, her bikini top came off and she was exposed. Thankfully, no one seemed to have noticed and she immediately used her arms to cover herself. Twilight began to frantically look around, but saw no signs of her top anywhere, and started to panic. She was too embarrassed to call for help, but she couldn't stay where she was or else someone would notice.

As Spike was being dragged away, he looked over towards the pool and saw the panicked look on Twilight's face. Believing something bad just happened, Spike broke free from the chef's grip and headed over to the pool where Twilight saw him coming. He jumped in and swam over to her to which she immediately threw her arms around him. "Hey, what's wrong?" he asked.

"M-My top came off." she whispered. It was then Spike noticed the feeling Twilight's bare breast against his chest. As much as they felt good, he needed to get her out of there. Spike looked around until he saw an area where no one was and started to move the two of them over. Twilight held onto him tightly; hoping that no one would notice while Spike kept and eye open for her bikini top. Unfortunately, he wasn't able to locate it by the time they made to the side of the pool. Spike turned around to have his back against Twilight and slowly backed up against the ladder while facing everyone in the pool. Twilight held on as Spike slowly climb it; pulling the two of them out of the water, but there was another problem. They were on the far end of the pool while everyone was closer to the house. If Spike tried to pass by, everyone would notice them. Luckily, not that far from them was a work shed. It was Spike's best bet to get Twilight out of there, so when he was sure no one was looking, he made a dash for it.

It only took a couple of seconds, but Spike and Twilight were in the clear; entering the shed before anyone noticed they were gone. The shed itself was old with many tools all over the shelves, an opened window at the back end that also served as the only source of sunlight, and an old mattress in the middle of the floor with a note attached to it reading: Throw Away

"You should be okay in here." Spike said as he moved to sit Twilight on the mattress before starting to leave.

"Where are you going?" she asked.

"To see if I can find your top before someone else does." he answered; looking back at her. Twilight stood up, breasts jiggling as she did so, and grabbed Spike's arm; pulling him towards her. The two of them lost their balance and fell onto the soft mattress. With Spike now next to her, Twilight used this time to cuddle against him.

"You okay?" Spike asked.

"Y-Yeah." Twilight answered with a light chuckle before turning her gaze away. "Actually....not really." Twilight moved to sit up along with Spike and lowered her head. Something was clearly on her mind. "Spike.....Sombra showed up earlier." she started. Spike was taken aback by this news. This must've been what Hondo was talking about when he said they had an unexpected guest. "He wanted asylum from the horde, but Hondo turned him away." she continued. "I wanted to kill him, I was about to kill him."

"W-Why?" he asked. "I mean....I know you don't like him and all, but....."

"Spike....he was behind it." she interrupted. "He's the reason Suri did what she did, the reason why your life went to hell, and why everyone turned against you. It was all him! I was about to get revenge, but Hondo stopped me. He said it wasn't my fight."

"But....why?" Spike tried to make sense of it all. "Why would he....."

"It's because of the SAT test you took." she explained. "Spike you scored one point higher than Suri. She and Sombra couldn't handle the fact that they lost, so they made sure you'd lose the scholarship."

"And with me out of the way, it'd fall to her." Spike said in complete shock. This was why his life when to shit? All because of some stupid test. Everything he suffered through, all the humiliation of being arrested, having his picture all over the internet, being hounded and harassed at every turn, all of it, was because of some stupid ass piece of paper? Spike was experiencing multiple emotions at once; anger, sadness, shock, confusion, etc. He couldn't move, just stared off into nothing while his mind played back every horrible moment he'd endured for the past year. Spike wanted to leave, he wanted to be alone; to not see anyone right now, but he didn't want to leave Twilight alone. She was still topless with her bikini top still in the pool somewhere. To tell the truth, the only reason Spike hasn't completely lost it at this point, was because of Twilight's breasts. he had to admit, she sure knew how to use those large pillows of hers as a good distraction; albeit, intentional or not.

Twilight, realizing Spike being unable to focus on anything other then her chest, moved closer to him; rubbing the side of her breast against his arm before moving to plant a small kiss on his cheek. Twilight couldn't even begin to imagine what was going through Spike's mind right now, but maybe she could help ease his pain a bit.

Chapter 14

Button grabbed Cream's hand and pulled her away from the group of men who were trying to gain her attention. No one was taking her away from him if he could help it. "B-Button, where are you taking me?" she asked.

"Some where safe." he answered as he took her away from the pool area. Cream couldn't help but giggle at her son's antics. He was always like this ever since he was little; finding all kind of way to protect her from other men. The pair managed to lose the pursuing men and found themselves next to an old gardening shack where they hid behind. "I don't think anyone will find us here." Button said. "Let's stay here for a while until it's time to go inside for the day."

"Whatever you say, my hero." Cream giggled before planting a small peck on Button's cheek. Button place a large beach towel on the ground and the two sat down against the shed and just simply enjoyed each others company while he kept a look out; just in case any of those guys were able to find them. Cream was the first one between them to hear a strange sound that appeared to be coming from inside the shed. At first, she thought it was a stray cat or something, but then she heard it again, and that didn't sound like any sort of animal. When she heard it for a third time, it was clear that it was the sound of a female.....a female who sounded quite familiar. Cream slowly stood up and moved towards the window to peek inside. There was no glass there, so it would be relatively easy to see who was making that noise. Once she peeked inside, she gasped as her eyes widen. This caught Button's attention as he turned to see his mother standing by the window. "What's wrong?" he asked. Button stood up and moved by his mother's side before taking a peek inside himself. There the two of them saw a naked Twilight riding on top of Spike. Button's eyes went as wide as Cream's; especially up seeing Twilight's breasts bounding around. Realizing her son was watching along with her, Cream covered his eyes and pulled him away from the window. In doing so, she lost her balance and fell with him to the ground; landing on top of him. Cream's oversized breasts covered Button's face; nearly smothering him. It wasn't until she felt him fondling her that she quickly rose up to let him breathe. Time seemed to have stopped between them as they stared into each others eyes, and after seeing Twilight and Spike earlier, a fuse seemed to have lit within them. Cream and Button have always been close since it's just been the two of them all this time, but there was always something there, some unknown force pushing them to be even closer; to cross that line no mother or son should ever cross. It was wrong, but Cream couldn't help it. Slowly, she moved closer to Button who never took his eyes off her. A few tears started to fall from her eyes as her lips were just inches away from her son's. "Button." she whispered. Unable to wait any longer, Cream pressed her lips against her son. Button wrapped his arms around her and held her tight as he kissed her back; earning him a soft muffled moan.

Cream's thick hips started grinding against her son; feeling a bulge in his shorts get harder. Eventually, she broke the kiss in order to breathe. Both Cream and Button breathed heavily for a few seconds before continuing their make out session.

****************************

Twilight found herself on her back with Spike increasing his movements. It wasn't long before she wrapped her arms and legs around him and held him in place as her entire body trembled uncontrollably.

"AHH......AHHHH......OOOOHHHH!" she moaned as she came. "OH, SPIKE!" Twilight rode out her orgasm for a few more seconds before collapsing onto the bed; breathing heavily. "Oh....oh my god, Spike." Spike chuckled; happy that he was able to satisfy her. He was about to off her, but she grabbed him; albeit weakly. "W-W-Wait....d-don't pull o-out yet." she begged. "Y-You d-didn't cum yet, d-did you? L-let's go again."

"Maybe you should rest first." Spike suggested. "We've still got time." Spike remained still as Twilight's breathing started to slow down. He began to admire her body, the fullness of her breasts, her toned stomach, perfect hips. She was just perfect all around; the kind of girl guys would kill for, and she was his. After a while, Twilight slowly ran her hands up Spike's arms until she was able to wrap them around his neck to bring him in for a kiss. Spike took this time to lift his hips up a bit before thrusting forward into her. Twilight moaned into his mouth as her pussy clench tightly on him. Her entire body trembled once he picked up the pace a bit. She broke the kiss and moaned out his name before begin caught off guard when he flip the two of them over. Now that she was on top once again, Twilight wasted no time in moving her hips back and forth, then switched up to bouncing. Spike's eyes were glued to her breasts as he lifted his hands to grab them; earning a squeal from her.

Twilight soon fell forward; smashing her breasts against Spike as she moaned his name once again. Immediately placing his hands on her ass, Spike bucked his hips upwards causing her to truly scream. Twilight's pussy clenched hard on Spike; letting him know that she was close to the end. Twilight wrapped her arms arms around Spike's neck and simply held on. "AH...OH...GOD, SPIKE!" she moaned. "I....CAN'T....HOLD IT!" Truth be told, Spike couldn't hold it either, however, before he releases inside of her, he wanted to make her feel good one last time. Redoubling his efforts, he put a bit more force into his thrusts; jerking Twilight's body. "I'M CUMMING AGAIN!" Twilight squealed as her inner wall squeezed Spike like a vice; caused him to groan as he released inside of her. The two of them froze on place as the wave of their orgasms washed over them. Twilight's body twitched every now and then as she very slowly came down from her incredible high. She swore that it gets better every time they do it. Seconds later, she buried her face in Spike's neck to which Spike responded by rubbing her back; knowing that the two of them weren't leaving this spot for a while.

****************************

Right outside, hearing Twilight's moans of ecstasy turned Cream Heart on something fierce. She ground her hips into Button hard and fast while keeping her lips smashed against his. Her muffled moans increased is volume as she felt her son's hands travel downward towards her thick ass. She wanted him inside her, she needed him inside her, but she was already close to the end. Their bodies started to sweat due to being out in the sun, and it wasn't until she heard Twilight announce her orgasm that she lost it, and came in her swimsuit. Her body trembled as tears started to flow while passionately kissing her son. The two of them broke the kiss and panted heavily while staring to each other's eyes before going back for another one.

The two of them made out for a while before Button moved to sit up with Cream in his lap. "D-Did....you cum, Honey Button?" she panted. Button shook his head no; liking the new nickname she gave him. "Well....what do you say we....continue this later tonight." she suggested. Immediately, Button shook his head yes. Both mother and son stood up, albeit a bit wobbly due to their little session, but before they could leave, they had to check if the coast was clear. The last thing they wanted, was for anyone to discover their little secret, although, if Spike and the others found out, it wouldn't surprise them in the slightest. After peeking around the shed and looking inside to see Spike and Twilight stilled cuddled together, the pair started making their way back to the pool with no one realizing they were gone.

****************************

That evening, the group came together for one last meeting. Rarity displayed a map of the city so they could take the best route possible to get to the mall. "Assuming we can't get across the bridge, we can use that same boat we used to get across the river." she said.

"You think it's still there?" asked Sunset.

"Hopefully it is." Rarity answered. "If not, then we'll have to try one of the other bridges instead."

"It might be best to avoid large areas if we can, not to mention, the downtown area." Twilight suggested.

"Twilight's right, when we passed that area, it was complete chaos." Spike explained. "Wouldn't surprise me if they turned that entire area into a hunting ground."

Rarity began marking the map on areas where they shouldn't go. "Our best bet is head over to Lunar Blvd." she said. "That will take us directly to the highway. From there, it'll be a straight shot to the mall."

"Barring the zombies, of course." Sunset added. "And the fact that we might have to take a few detours just to avoid them."

"We shouldn't rush this either." Rarity crossed her arms. "Like my dad said, he'll hold a plane for us, so we can take our time with this. Once we get there, we can use the buses to get to the airport, then we're home free."

Button took a look at the map and the route they were going to take. He noticed a particular store that was right where they were going. "Hey, what about this place here?" he pointed. "That's old man Cranky's shop."

"Cranky?" Spike asked. "You mean Cranky Doodle Dandy? Didn't he die three years ago?"

"Yeah, but his shop has been abandon since then." he explained. "Old man Cranky was kind of a conspiracy nut, and rumor has it that he's stockpiled a load of weapons in an underground basement at his shop. Might be worth checking out since it's on the way."

"I agree." Sunset chimed in. "Besides, you guys don't have that much ammo left, right?"

"On top of that, if we get sidetracked too much by the time we get there, we could always stay at the motel that's over on the next block." Button said; pointing at the spot. "With so much going on, it's bound to happen."

"Not to mention, being out at night is dangerous." Twilight added; thinking about what happen to her last time she and Spike were out after dark. "We have to take just about everything into account, and it wouldn't hurt to have some extra security." While it is true they didn't have that much ammo left, they had no why of knowing if what Button said was true, and even if it was, whose to say that it wasn't raided already. Cranky was a well known conspiracy nutcase, so anyone would have the idea to raid his shop. This is what Spike and Rarity were thinking. They also thought it couldn't hurt to at least look at the place, besides, they were lucky enough to find the guns they had, so maybe, Lady Luck will be on their side once again.

"Okay, so it's settled." Rarity said. "Once we pass by Cranky's shop, we'll take a quick look around, then head over to the next block at this motel to rest up. Maybe spend the night depending on how late it is by the time we get there."

"Sounds like a plan." said Spike.

At that point, little Sweetie Belle came running in with a big announcement that dinner was ready. This marked the end of their meeting, now it was time to eat, although, Spike wasn't looking forward to it. He knew that he was gonna end up dealing with that head chef again. Man just can't seem to let things go. With a heavy sigh, Spike stood up with everyone else and headed to the dining room.

****************************

After dinner, Spike collapsed on the bed after dealing with another battle from the head chef. The two of them went head to head five times in a row, to which, Spike won all of them, and he was tired. "Figured you were in here." came Twilight's voice.

"I swear, I don't want to see another piece of food for the rest of the night." he groaned while burying his face in the pillow. Twilight took a seat right next to him and giggled; patting him on the head.

Spike moved to lay on his back and looked at Twilight. "So, mind telling me what's on your mind?" he asked. "I know you've been worried about something for a while now, so you might as well tell me." Twilight couldn't keep anything from Spike, he knew her all too well for that. Slowly, she moved her hand to grab his before explaining.

"Spike, i'm scared of going to the mall." she said.

"What's there to be afraid of?" he asked. "We know our families are there and safe."

"Spike, it's about your parents." she said. "After what happened to you, you know my brother has been on a crusade to make your life miserable because he refuses to believe you're innocent, and you're parents are left alone with him. I feel like.....like.....he's done something unforgivable to them." Spike slowly sat up as now, he was starting to worry about the same thing. He didn't even want to think about it, but he also knew just how vindictive Shining Armor was, and relying on the neighbors wouldn't help since they refused to talk to them ever since that whole mess started. Still, with all that in mind, Spike wanted to remain hopeful nothing horrible has happened; that they were alright, and soon they'll be reunited again. However, looking over at Twilight, Spike could tell that there was a possibility that they were probably left behind, or worse. If that were the case, he had no idea how he would react.

"We won't know until we get there." he said. Twilight nodded, and moved to rest her head on Spike's shoulder; hoping that when they got there, the worst hadn't happen. Spike on the other hand, was mentally preparing himself for the worst possible outcome.

****************************

Button sat on the edge of the bed with butterflies in his stomach. Behind the bathroom door in his room, Cream was in the middle of a shower. She hadn't been in there that long so it'll be a while before she came out. Thoughts of earlier replayed in Button's head when the two of them shared their first actual kiss and made out next to that shed. Words couldn't begin to describe how it felt to finally get out those feelings he's harbored for her for so long, and he knew she felt the same way. It's not like they have to worry about what society would think, since society died once the zombies showed up, but still, it might be a good idea to not reveal it to the others, and keep it between them. Besides that, Button knew that the two of them were about to cross the point of no return soon, and he wondered if he would be able to preform to her liking, this was his first time after all, so maybe Cream will be understanding if he messes up, or worse, what if she's no longer in the mood because of it. It wasn't long before Button heard the running water stop. Cream was finished with her shower and was most likely drying off right now. Acting fast, Button checked to see if the door was properly locked and the curtains on the windows closed, before tuning off the lights and turning on the lamp sitting on the small table next to the bed. Once all that was done, he sat back down on the bed, just in time to see the bathroom door open. Walking out was Cream, wearing nothing but a towel that barely fit her voluptuous form. She removed the towel she has wrapped round her head; revealing her damp hair before walking over to sit next to Button. She looked at her son and smiled warmly before placing a hand on top of his. Button swallowed hard before looking into his mother's eyes. No words were said between the two of them as they slowly moved in closer and captured each other's lips. The kiss was short, but sweet. They pulled back to look at each other once again before going back in for another one.

Button and Cream wrapped their arms around each other and slowly laid down on the bed where Cream moved to lay on top of her son. Their make out session started to get a bit lustful when Cream moaned into his mouth. She broke the kiss once again and moved to sit up where she removed her towel completely and revealed her naked body. Button was in a heavy trance as he saw those massive tits of her bouncing slightly as she revealed them. It was like they had a mind of their own by how they jiggled. Cream smiled then grabbed her son's shirt and lifted it over his head; tossing it to the floor before moving to his shorts. Biting her bottom lip, Cream slowly pulled down the piece of clothing and was met with Button's large "buddy" standing at full attention. "Somebody's excited." she said in a sultry tone. Button turned his head away as his face redden. Cream always knew what to say to embarrass him, though he had no idea why he was. After all, the two of them had taken baths together before in the past, the most recent one being at the house a few blocks away. After pulling his shorts off, Cream slowly crawled over her son; dragging her breasts along his body and aligning herself with him. She planted small kisses across his face while grabbing his "buddy" and holding it still. "You ready, Honey Button." she said softly. Button could only nod as his mother slowly lowered her hips. The two of them froze the second Button's tip touched her, and with a deep sigh, she put a little more force into it, and started to take him in. Button's eyes widen as he suddenly felt himself being engulfed in his mother's tight, wet, and warm pussy for the first time. Cream let out a light moan once Button was fully in. She kept still; allowing her son to fully experience what it felt to be inside of a woman. Words could not describe the feeling Button was experiencing right now. He felt light headed and the room started spinning for a second or two before he wrapped his arms around his mother. With no more words needed to be said, she started moving; raising and lowering her hips at a slow pace.

Heavy breathing and soft coos filled the room as mother and son enjoyed themselves. Button placed both hands on his mother's soft ass, and groped it to his hearts content. Cream wiggled her hips and cooed Button's name before moving to sit up. Button immediately missed the feeling of Cream's breasts smashed against him, but that feeling soon faded once she placed both hands on his chest and started to bounce on top of him. He gripped her ass harder once he felt himself go deeper within her; groaning as he was sure he was gonna blow at any second. "G-Go ahead, Honey Button, go ahead." she moaned. Cream felt Button twitching inside her which caused her to realize he was close. After a few more thrusts from Cream, Button sealed his eyes shut and gritted his teeth as he released a huge wave inside of her. "Oh, Button." she whispered as she felt herself release suddenly. It wasn't as big as earlier, but still satisfactory. Cream then fell forward and landed back on top of Button where the two held each other. "I love you." she whispered.

"Love you, too, mom." Button said before capturing her lips.

"Looks like you were right, Fleur." Cream thought as she continued to make out with her son.

Chapter 15

It was morning when everyone gathered at the front gate. Spike and the others, armed with their weapons, were ready to move out, but were stopped when Hondo and Cookie approached them. Cookie was against letting Rarity back out there, but knew that her daughter's friends needed her. Besides, Rarity was gonna go even if she tried to stop her. "Here, take this." Hondo said; pulling a device from his pocket. "Call us once you've gotten there, and we'll let you know how things are going on our end."

"Be careful, everyone." Cookie added. Rarity hugged her parents goodbye and the group was off a few seconds later. Naturally, Sweetie Belle attempted to sneak off , but Cookie grabbed the little girl and prevented her from doing so.

****************************

The neighborhood was clear of zombies so making it to the river took no time at all, but once there, the group noticed the street was littered with trash, pieces of clothing, and trails of dried blood. It looked as though a slaughter had taken place. It didn't look as though anyone was at the bridge either, which worked out perfectly for them since now they don't have to use the boat. It was kind of eerie how there was no sigh of anyone when usually at this time, it'd be full of people either heading to work, going to school, or walking their dogs, something like that, but the only sounds that could be heard were the group's footsteps and breathing. Upon making it to the bridge, with the exception of a few open cars and damaged cars, there was not a single soul around. This was good as there was no one in their way to slow them down, however, they still had to be cautious as a zombie could easily be behind something, or set off a car alarm that would attract them. They walked carefully across the bridge; checking around every vehicle they came across in case there was an un wanted surprise waiting for them. Thankfully, they made it across without any incident and continued on their journey. "Man, it's surreal." said Button.

"I know right." Spike replied. "Hard to believe this area was once full of people."

Sunset, who was head of everyone, suddenly stopped and placed a hand over her sword as though she was ready to fight. Everyone was alert, especially when she took a fighting stance. "What is it?" asked Rarity.

"Something's up ahead." she answered. "It looks like another group of survivors." Up ahead of them was a group of at least four people. At first, the thought process was that there was nothing to fear, but then they all remembered that gang that attacked them and figured that it was probably best to avoid another possible situation like that. Spike pointed to a nearby alley they could take to get to the next street and they wasted no time in moving towards it. They were able to make the first right where they ended up on the next street and continued onwards.

"Should we be avoiding people like this?" asked Cream. "I mean, what if someone need our help? We can't just ignore them, can we?"

"I get what you're saying, hell I even emphasize with it, but these are dangerous times." Rarity answered. "People will do whatever it takes to survive for one more day, and that could even mean pretending to be in trouble just to get us to let our guard down, then ambush us."

"Rarity's right." Sunset added. "We have to assume everyone's dangerous unless proven otherwise."

Cream lowered her head as this went against everything she believed in as a nurse, but her mind was put at ease when Button took her hand. The group moved closer to the sidewalk where they started to walk pass a coffee shop when suddenly......

*CRASH*

Out of no where, a zombie burst through the window. The shattered glass sprayed on everyone; causing them to yell and cover their eyes. A few seconds later, Spike opened his eyes and saw the zombie going for Twilight. Without a second thought, he lunged at the undead creature and managed to tackle it to the ground, but then, that's when it grabbed Spike and rolled over to pin him to the ground. Spike used all of his strength to push the undead off of him, but to no avail. The creature continued to chomp it's teeth together inching closer and closer to Spike, then suddenly once it got close enough, it stopped. Spike could feel it's grip on him loosen up, it was a struggle get it off him, but it wasn't as strong as before; almost as though it was losing it's strength for some reason. Once everyone else recovered from the glass being thrown on them, they quickly looked around and saw Spike being attacked. "SPIKE!" Twilight screamed as she grabbed her baseball bat. With one hard swing, she hit the zombie across the head; giving Spike a chance to move from under it. Then, Button took aim and shot the creature in the head; killing it instantly. Twilight threw herself at Spike; holding him tightly, but sadly, this moment couldn't last.

Their screams from earlier alerted a small wave of zombies, and they were now pouring into the streets. Thankfully, they were a good bit away from them, but it was still best if they got out of there. Rising to his feet, Spike grabbed Twilight's hand and started running along with everyone else. They came across a four way stop and continued running straight; not realizing that they were spotted by a group of survivors. Said survivors decided to follow them in case they were heading somewhere save, but were stopped when they came across the small horde of zombies. A quick fight started amongst them in which they used whatever melee weapons they had to hold them off.

Spike and the others soon came across a small convenient store, and ran in. Thankfully, it was cool inside, so they could cool off a bit before heading back out. It didn't look as though any zombies were inside, but the place was a total disaster. Shelves and item were all over the floor as though a fight had just broken out, but at least they were safe. Twilight continued to hug Spike who was confused about that zombie's actions. This wasn't the first time something like happen. Spike could recall when he and Twilight were separated from the others, he was attacked in a similar way, however, for a brief moment, the zombie's grip started to loosen a bit before Twilight killed it. "Are you okay?!" Twilight worried. "Please tell me it didn't bite you!"

"It didn't, trust me, i'd know if it did." he reassured.

Sunset made her way towards the back of the store to grab a water bottle, while Rarity checked the map on her phone to plan out their next move. It was then, everyone heard a gasp from Cream. She pointed towards the door, and they all saw a group of survivors passing by. "Everyone, hide." said Rarity. Quickly, everyone moved, Spike, Twilight, Rarity, and Sunset hid down the isles, while Cream and Button took cover behind the counter. "Don't anyone make any sudden movements." Looking over at Sunset, Rarity gave a nod, and she moved around the isles to get closer to the door. Sunset peeked out and saw that the group of survivors were two guys and three girls who looked a bit older than they were. First impressions were that they were probably 2nd year college students. They had no guns which was a good thing for them. That means if they were get into a fight, they'd have the advantage. Upon further inspection, Sunset could see the guys holding a baseball bat, and a crowbar, while one of the girls held a machete respectively. The other two girls appeared to be unarmed, but Sunset couldn't tell at from where she was. They looked as though they were looking around for something, or someone, whatever the case, they can't take the chance that these guys just might attack them.

"Sunset, what are they doing?" Rarity asked.

"They're looking around." she answered. "It's possible they saw us coming this way."

"So what do we do?" asked Cream."

"Keep quiet and stay out of sight." Sunset answered. "Hopefully, they'll think no one's in this building and move on. So everyone just stay where you are for the time being and try not to bump into anything or make a sound." Sunset slowly backed away from the door, but kept close to check if the coast was clear later. Over with Spike and Twilight, the two sat down in the candy isle with Twilight holding onto him. Spike himself was in deep thought, thinking about that zombie from earlier, and why it suddenly started to loosen it's grip on him. What was the deal with that? Spike decided to put those thoughts on hold for now, and focus on Twilight, whose grip on him increased a bit.

Behind the counter, Cream laid on the floor with Button in her arms to keep out of sight. Button could tell by her slight trembling that she was scared they were gonna be found. He didn't blame her, not after what happened last time when they were attacked by a gang and she was nearly killed. In order to calm her a bit, Button wrapped and arm around her, and rubbed his hand up and down her back. This seemed to do the trick as Cream softly hummed and snuggled him. Button couldn't help but grin as he felt his mother's breasts against him. He would love nothing more than to play with those soft, massive mammaries of hers, but such a thing would have to wait until they were in a more secure location.

Sunset once again peeked out the door, and saw that the survivors were gone. This was both good and bad at the same time. Good, because now they can continue on their way, but bad because she had no idea which way they went. For she knew, they could be close by in hiding. "Okay, they're gone." she said. "But don't ask which way they went."

"Looks like we'll have to take a chance and go for it." said Twilight. One by one, everyone stood up from their hiding place as Sunset carefully walked out of the building and surveyed the area. Once she found no sighs of them, she motioned for the others to come out. It was then, they witness two zombies walking aimlessly in the street. Not wanting to alert them, the group, as quietly as possible, walked around to the side of the building to the next street and proceeded from there. However, they were unknowingly spotted by the other survivors who were about four yards away from them. The other group decided to follow them, but kept their distance as to not alert them.

****************************

It was late afternoon when the group was starting to approach the highway, but before they could get there, they had to make a trip to Cranky Doodle Dandy's shop which wasn't that far away. "It's right over here." said Button as he led everyone down the street where they came across an old abandon shop. The place looked as though nobody's used the place in years. "Is this old man Cranky's shop?" asked Spike.

"Sure is." Button answered. They walked up to the to the door and found that it had a rusty chain on it. One hard swing from Spike's axe broke it clean off. The door itself was a bit hard to get open, but once it was, the group was met with a dark building; mostly due to windows being boarded up. "We need to get these down somehow." Button suggested.

"Hold on, we don't wanna make too much noise." Rarity warned. "We might attract more of those zombies."

"Rarity's right." Twilight added as she reached into her skirt pocket and pulled out her phone. "Here, use this. maybe we can find a light switch or something."

"Okay, you girls stay here while we look around." Spike said while taking the phone. Turning on the phone's flashlight, the two boys started to navigate their way through the shop. Button was the one who took the lead since he was the only one among them who's been here before. The two boys traveled to the office which was located behind the counter. Once in there, Button searched for the main light switch while. "Come on, I know it's here somewhere." he said. Button walked along the wall until he came across a small compartment where the main switch was. "Let's hope this works." he said before flipping the switch. There was a small sound, which was probably the main breaker, before the lights inside the shop flickered a bit, then lit up the building.

"Whoa, i'm surprised this place still has power." said Spike as he and Button left the office. Looking around, the group could see that Cranky's shop was a hardware shop, but that wasn't why they were hear. Button made his way around the counter and headed for the back area. Everyone else followed him while looking around. The shelves were mostly empty and rusted with the only on them being open empty boxes. The roof didn't look all that good either, it was as though it could cave in on them at any second. The group made it to the back storage area where Button turned his attention to the floor.

"I know it's here somewhere." he said. The back area wasn't that big so Button had no idea why he was having trouble finding what he was looking for.

"What are you looking for?" asked Twilight.

"There's a secret door Cranky hid back here." he explained. "Remember...I said he has a basement filled with weapons we could use. Now if I could just find that......" It was then Button nearly tripped over something. Looking down, he saw that it was a handle. "There it is." he said. "Hey, Spike, give me a hand." Both boys grabbed the handle and pulled as hard as they could. It was a struggle, mostly due to the rust, but they eventually got it open. Button was the first to take the ladder leading down into the basement followed by Spike.

"What in the hell?" Spike said in amazement. There before him, was a massive arsenal of assault weapons; every type of gun imaginable was on display.

"Was this man preparing for a war or something?" Rarity asked after climbing off the ladder.

"Like I said, he was a conspiracy nutcase." Button answered. "He kept going on and on about we need to arm ourselves and get ready to fight the government who's gonna issue some kind of population control or something like that. Anyway, let's grab what we can, and get outta here." The group did just that. Cream filled a duffle bag full of ammo while everyone else grabbed holsters and riffles of their choice. Even Sunset, who wasn't too keen on using guns and instead preferred her sword, armed herself with two hand guns. Once fully equipped, they each climbed the ladder to get out of the basement, however, another problem arose. As they were about to leave the building, they noticed the survivors from earlier starting to pass up the shop. Rarity quickly waved for everyone to hide behind something, and Button, running as fast as he could, made it to the office and killed the power.

"Shit, they followed us." Rarity whispered.

"What now?" whispered Sunset.

"Just keep out of sight until they leave." she answered. Rarity, being the closest to the entrance, kept a lookout while everyone remained out of sight. Button, coming out of the office, couldn't see a thing. It was gonna take a while for his eyes to adjust to the sudden darkness, so he took his time walking. However, he tripped on an unknown object and fell forward, but luckily for him, Cream was nearby to break his fall.

"You okay, Honey Button?" she whispered.

"Yeah, thanks." he answered. Cream leaned in and planted a small peck on his forehead before holding him close. Once his eyes started to come into focus, Button could see Cream looking at with that warm smile of hers. Unfortunately, their little moment was cut short when they heard Rarity cursing. Apparently, the other survivors turned their attention towards the shop and were heading their way. "Everyone, get down." she said before moving towards one of the isles. Cream and Button crawled behind the counter, while Spike and Twilight moved further into the darkness. Sunset was hiding into the shadows; ready to strike if the situation called for it.

"There's no one in here." one of them said as they walked in. "Let's go, Flash."

"I can't believe we lost them." he said.

"Mind telling why we're following them again?" he asked.

"I was hoping they could help us." Flash answered. "Maybe they know how to get to Suri's Haven."

"You mean that place that's being ran by Suri Polomare's uncle....what was his name again.....Neighsay, or something?" he asked. "Even if they did know how to get there, what makes you think they'll tell us, or rather, what makes you think we'll be let in?"

"Well we have to try." Flash said before turning back to the entrance. "We can't going on like this, Thunderlane. With each passing day, there seems to be more and more of these things."

"In any case, we better get back to the girls." said Thunderlane.

"AAAAAAHHHHHHH!"

Right as they started to leave, they heard screaming from outside. The two boys ran out of the shop to see a group of thugs grabbing their friends. The thugs appeared to be in some sort of gang by the way they dressed. There were six of them in total; three were holding the girls while the others turned their attention towards the boys.

"Well look what we have hear." one of them said. By the way he carried himself, he was probably the leader. Flash and Thunderlane readied their weapons but the leader snapped his fingers and the girl soon found knives next to their throats. "Ah, ah, ah....I wouldn't do that if I were you. Not unless you wanna see their pretty necks get slashed." Getting the message, both boys dropped their weapons and kicked them away. "Good boys." he said. "Now tell me, just what are you doing here on our turf?"

"We were just passing through." Flash explained. "Look, we don't want any trouble."

"Oh, don't worry, no trouble at all, unless....." he started. "You're willing to make a little deal with us."

"What kind of deal?" asked Thunderlane.

"You see, after the world went to hell, my boys and I haven't had much "fun" lately, and we're feeling a bit....pent up....if you know what I mean." he explained. "So how about this, we'll let you two go free with your lives, and you leave us these sexy little ladies." The three girl's eyes widen after hearing that and they tried to break away from the other gang members, but their grip was too strong. One of them grab one of the girls' shirts and ripped it off her; bra and all. She screamed to the top of her lungs as her bountiful breasts were exposed.

"Holy shit, look as those tits!" one of them yelled.

"I wonder how big these two are as well." said another one as he approached them. The other two girls screamed for him to either stop or to get away from them, but he ignored their pleas and proceeded to rip off their shirts too. All gang members' mouths water once they saw the display of breasts before them. Two of the girls bawled their eyes out while the one with orange puffy hair gritted her teeth and gave a death glare at all of them; her face red from embarrassment while tears roll down her eyes.

"STOP IT!" yelled Flash as he took one step forward.

*BANG*

The leader fired a warning shot at Flash's feet stopping him in his tracks. "Here's a little advice for you kid, don't be a hero." he said. "That's the quickest way to get yourself killed; especially in this day and age.

Inside the shop, Spike's anger was reaching it's boiling point he saw what was happening. It reminded him of what happened to Twilight and how he was helpless to stop it. Speaking of whom, Twilight as also reaching a boiling point as she remembered what it was like being humiliated like that. Thankfully, she had Spike there to save her. The two of them placed their hands on the weapons, ready to attack, when they were suddenly stopped by Sunset. Before they could protest, they noticed Button moving to lay on the floor in the prone position, taking aim. "You got a clear shot, Button?" she asked.

"Yeah, ready when you are." he said.

"Hold your position." she said before turning back at Spike. "We can't just rush in. Let's take care of the ones holding the girls first, once their free, then we rush'em." Rarity grabbed Twilight and brought her a few feet from where she was standing where the two of them took aim from behind part of the window that wasn't boarded up.

"Got eyes on the target." Rarity confirmed.

"Same here." Twilight added.

"Alright, Spike, I'll need you to cover me." Sunset said as she moved towards the entrance. Taking a stance, she placed a hand on her sword as Spike stood next to her and readied his gun. "You guys free the girls, and Spike and I will handle the rest." Everyone nodded in agreement as Sunset took one final exhale.

"NOW!" she yelled.

Chapter 16

"NOW!"

Shots rang out from out of no where as three of the gang members were hit with bullets. Two in the shoulder, and one in the head. Before Flash and Thunderlane could process what happened, an orange blur ran right passed them and struck the gang leader. Seconds later, more shots rang out from behind them, this time from Spike, and the other two members went down. All that was left was the leader who was now on his ass as Sunset towered over him with her sword pointed right at his face. At that point, Spike came running at her side, aimed at the two gang members who were shot in the shoulder, and finished them off.

"W-W-Wait, wait, WAIT!" he said. "Can't we work this out?!"

"No." said Sunset. With a single slash of her sword, she finished the man off. Spike went to the side of one of the girls who tried desperately to hide themselves, but before he could say anything to them, he noticed a horde of zombies making their way towards them.

"We've got company!" he announced. Twilight and the others came out of the shop just in time to see the horde making their way towards them. The girls screaming along with the unmuffled gunshot must've alerted them. With their window of escaped rapidly closing, Spike immediately removed his shirt and handed it to one of the girls. "Here, put this on." he said. Flash and Thunderlane followed suit; helping the other two girls to their feet.

"We need to move now!" Rarity announced.

"I'll cover you, GO!" Spike said as he took point.

"SPIKE HERE!" Cream yelled as she tossed a silencer towards him. It was a good idea, since it'd be best as to not attract any more undead. Spike quickly equipped it, then opened fire on the horde as everyone started to run away. Spike managed to kill at least twenty of them in the front row. As they fell over, the ones behind them tripped over their bodies. This managed to slow the horde down, but that wouldn't last long, but at least it gave them some time to get away.

****************************

"Hey, what about your friend back there?!" asked Flash. "You're not just gonna leave him are you?!"

"Don't worry about Spike, he'll be alright." Button reassured. "Just keep moving."

The ran until they made that first turn at the corner and right in front of them was a small horde of zombies wandering aimlessly. Twilight and Button quickly equipped their silencers then opened fire while Sunset showed off her superior sword skills and beheaded a few of them. One was sneaking up behind one of the girls, but Cream, holding Spike's axe, managed to kill it before it did anything. Once they were dispatched, the group continued on their way; making it a few feet when they saw more of them spread out over an opened area.

"Now what?" asked Thunderlane.

"Over there." Rarity said; pointing to a motel. The group headed straight over; killing whatever was in their way. Flash and his crew were about attempt to open one of the rooms, but Twilight told them to head upstairs instead since zombies can't climb. Button hurried and cleared the way for them; allowing all the girls to head up first while he covered them. Once everyone was safe, Button headed up after them, but now there was another problem, all the rooms were locked, and keys were naturally in the front office. Looking at the ground, the group watched as for some reason, a few zombies were were just dropping to the ground for some reason. Seconds later, Spike came into view; taking out whatever undead he could.

"Hey, there's your friend, he made it." said Flash. He was about to call out to Spike, but Rarity quickly cover his mouth with his hand; much to the shock of the rest of his crew.

"Don't yell, you'll alert the horde." she said.

"What are you talking about?" asked one of the girls.

"The zombies can't see, but they react to sound." she explained. "This slightest bit of noise will cause all of them to move to the location it came from."

On the ground, Spike noticed where everyone was, and headed over. "You guys alright?" he asked as he headed up the stairs. He was soon greeted with a hug from Twilight.

"We are, thanks to you." she said.

"I think we should rest here a bit before moving forward." he suggested. "Besides, I have no idea how many were just behind me, so we won't be leaving here anytime soon."

"Good idea, but the rooms are locked." said Button. "We'll have to head to the main office: wherever that is."

"I'll look." Spike said as stared walking towards the middle of the platform where he turned the first corner inwards. He saw a massive pool in the middle of the complex and right on the other side of it was the main office. Twilight walked up behind Spike and grabbed his hand. "It's right over there." he said. "Before I head over, think we should get separate rooms, or should we all pile up in the same one?"

"Well, we don't really know them all that well, but considering what just happened, it wouldn't feel right leaving them alone; especially the girls." Twilight admitted.

"All of us in one room, it is then." Spike said before releasing Twilight's hand. "I won't be long."

****************************

Unlike the motel they stayed in last time, this one had larger rooms so everyone wasn't cramped in. The room they were in was facing out towards the street so they had a perfect view to see if any zombies were roaming about. As everyone was able to take a breather, the group learned the names of the three girls, Sonata Dusk, Aria Blaze, and Adagio Dazzle. They also learned of where they were going, and Rarity didn't like it one bit.

"You're all better off going with my family instead." she said. "Knowing Neighsay, he'll only let you in if you have the money, or some kind of social status. Trust me, he has ulterior motives for doing what he's doing."

"So, your family has a safe place?" asked Sonata.

"We have several." Rarity answered. "In fact, my father is making plans to move everyone he can to those places as we speak. Unlike Neighsay, he'll help anyone he can regardless of who they are."

"So is that where you were heading?" asked Flash.

"Actually we just left from there." Rarity answered.

Flash and the others were shocked to hear that they had left from a safe area. Why in the world would they do something like that? Twilight could see them questioning their actions, and decided to give them answers. "Our parents are gathered at the mall on the outskirts of town." she explained. "We're heading there to get them." While Twilight was explaining their end goal, Adagio turned her attention towards Spike. There was something familiar about him, as though she'd seen him somewhere before, on top of that, the shirt was currently wearing was his. He didn't hesitate to give it to her, nor did he hesitate to put down those bastards who assaulted them. It made her blush, slightly.

"So what now?" asked Thunderlane.

"Looks like we're stuck here for now." said Button as he peeked out the window. Down below, the street was filled with zombies either wandering about or just standing there. Spike and Flash also took a peek while Rarity turned on the tv. The first thing that popped on was a news segment about how world leaders are handling the situation. Spoiler alert, they either aren't or can't.

****************************

Before anyone knew it, the sun was starting to go down and the horde of zombies still hasn't gone anywhere. Thankfully, they haven't made it onto the property so the group were able to head down to the front office to get a few towels and robes, although, they had to quiet about it, and no one was aloud to go by themselves; basically the issued the "buddy rule". While down there, Spike grabbed another keycard for the room next to the one they were staying in. The plan for for the boys to shower in one room while the girls took the other, however, Twilight was against that. She felt more secure if she knew Spike was right there next to the door, but at the same time she understood that Adagio and the other girls didn't know him or Button very well, and would be uncomfortable showering with a guy in the next room.

Spike, Twilight, and Adagio were just walking out of the office when she Adagio spoke up. "So.....what should I do about your shirt?" she asked with a slight blush.

"You should hold on it for now." he answered. "At least until we find a clothing store."

"I think I saw one down the street before we came here, but I can't be sure." said Twilight. "We can check it tomorrow before we head out." The trio made their way up the staircase where Adagio quickly used her arms to hold her breasts in place to keep them bouncing around too much. She hated not wearing her bra, but sadly, there was nothing she could do since it was ripped off her along with her shirt. At least, Spike wasn't trying to get a peak at her, although that could be because his attention was more on Twilight than anything else. Judging by how close they were, Adagio deduced that they were probably dating, which was a shame since she found Spike to be kind of cute; especially now that he's shirtless. However, she still couldn't shake the feeling that she's seen him somewhere before. It was on the tip of her tongue, but she just couldn't place it. Before long, the trio made it to the second platform where they walked through the small hallway to make on the other side. As Adagio and Twilight made their way to the room, Spike looked out at the street below and found that the scenery still hasn't changed since they got there. There was still a large amount of zombies in the area. Worst case scenario, if they were still there by the next morning, then they'll have to fight their way through, and risk alerting more of them.

Turning away from the ocean of undead, Spike noticed two large trolleys sitting right beside the room they were staying in. "Hey, what's with the....." he started only to be stopped when Sunset poked her head out.

"Sorry, Spike, but we've already started undressing." she explained. "If you're wondering about the trolley, Cream found it. She said she's gonna wash everyone's clothes later."

"Well if you need anything, you know where we'll be." he said. Sunset chuckled chuckled before heading back inside while Spike made his way to the next room over where the other guys were.

****************************

Two hours have passed and the night sky was filled with light from the full moon. There seemed to be a bit less zombies in the street right now, but that's only where Spike could see. For all he knew, there could be more lurking in the dark somewhere. Deep in thought, Spike failed to noticed Twilight walking up beside him. It wasn't until she playfully bumped into him that he started to pay attention to her. The first thing Spike noticed, was that the only thing Twilight had on was the white motel robe that clung to her body, her damp hair indicating that she'd just gotten out of the shower, and that she clearly fixed her robe to show off as much cleavage as possible for his eyes, and his eyes only. Taking his hand, she started to pull him inside just as Button, Flash, and Thunderlane came from around the corner with cans of soda in their hands. One by one, they all went inside. All the girls took the beds; leaving the guys to take the floor. At least they had the bedsheets and covers from the other room. Spike took a spot on the far end of the room next to the bathroom while Button took the other end; similar to how they spent the night in the previous motel room. This left the middle spot for Flash and Thunderlane. The two large beds were big enough for three people each, and seeing as there's seven females at the moment, Cream took it upon herself to sleep on the floor next to Button; much to his delight.

Their clothes were in the middle of drying so it was decided to pick them up first thing tomorrow. The group stayed up for a few more minutes; talking and planning their next move before one by one, they each laid down to catch some shut eye. The lights were off, except for the tv that was on the weather channel. The music that played was surprisingly relaxful, and helped everyone fall asleep; except for a few.

About 45 minutes after lights out, Twilight, laying on the end of the bed, looked over at Spike who laid on his back with his eyes close. "Spike?" she whispered. Spike responded by opening his eyes and looking up at her. No words were spoken as he knew what she wanted. With a light chuckle, Spike pulled his sheets back, and Twilight, slowly and carefully, rolled off the bed and landed on top of him. Spike then pulled the sheets over them where they then snuggled together. After about three minutes of holding each other, Twilight softly bit her bottom lip and slowly moved to sit up. She looked down at Spike who was trying to figure out what she was doing before she untied the strap on her robe and removed it. With her breasts on full display, Spike's attention was solely focused on them to the point that he did realize, Twilight was opening his robe as well until he felt the cool breeze against his bare chest. With Spike's chest exposed, Twilight took this time to lay back down; smashing her breasts against his and capturing his lips. Spike wrapped his arms around Twilight and accepted her advancements; his hands roaming up and down her back before moving to her butt.

The two of them broke apart and stared at each other before Spike broke the silence between them. "You sure about this?" he whispered. "We might wake the others."

"I'll be quiet." Twilight responded with a giggle before moving back in for another kiss.

Spike and Twilight weren't the only ones with this idea as Cream and Button were already in the middle of their little session. The two of them were under the covers with Cream's thick hips clearly bouncing up and down, and by the speed she was going, it wouldn't be long before their little session came to an end.

****************************

High in the air, a massive plane soared through the sky, but this wasn't just any plane, it was Equestria 1; a special plane designed to carry the prime minister of Equestria. It was designed to keep all on board safe, but sadly, it was anything but. Shots were being fired by two members of security as five zombies were making their way towards them. "Dammit, who the FUCK let them on?!" screamed a female staffer.

"AIM FOR THE HEAD!" yelled a male security officer.

Behind them was the main office where the prime minster of Equestria was located. She sat at a desk wondering on what to do about this zombie outbreak. "Prime Minster Harshwhinny, you need to activate the code now!" pleaded a man who was the Secretary of Defense . "As time passes, we lose more and more cities to those things. You need to take action and eliminate them once and for all!"

"Don't you think I know that?!" she argued.

"Then why haven't you've acted already?!" he argued. "It's your obligation as Prime Minister to act on the will of the people! You have to enter the code!"

"And what, kill even more innocent souls who's still out there fighting to survive?!" she argued. "No matter how justified YOU may think it is, I will NOT make that call! Raven, is there any place safe for us to land?"

"Yes, ma'am, we're approaching a military base as we speak." she answered. "General Rockhoof is awaiting out arrival."

Just then, the door opened and one of the security guards walked in. "Ma'am, all undead have been disposed of." he said. "The pilots don't appear to have been bitten either. We'll be landing in a few." At this point, Harshwinny stood up from her desk and proceeded to walk out of the office; ignoring the pleas of the secretary of defense. Sometime later, Equestria 1 landed as the military base where everyone on board were greeted by the solders and the General was more than happy to see them.

"Welcome, Prime Minister, glad you could make it." he said.

"Tell me, how bad is it out there?" she asked.

"It's getting worse by the day." he answered.

****************************

Inside the war room, there was massive table where the prime minister and everyone within her administration sat to discuss the next plan of action. "As you can see, Prime Minister, just about every major city his been overrun by these creatures." said the general. "Survivors are few and far in between with the lucky ones forming small communities in order to survive."

"Are there any answers to how this all started?" she asked.

"None, ma'am, but there is one theory." he started. "There was a medical professor doing some kind of research. He said it was one that was going to change the world."

"Where is this professor?" she asked.

"Unfortunately, he died a couple of months ago." he answered. "However, I have a team already on their way to his old medical lab. Hopefully they'll find something that might give us some answers."

"You think he might've had something to do these zombies?" asked the Secretary of Defense.

"We don't know, but at least, we'll have a start." the general answered. "For all our sakes, I hope we find something in there.

Prime Minster Hasrhwinny was hoping for the same thing as well, since the last thing she wanted to do was what her defense secretary was begging for. "No matter what, I will NOT launch those nuclear missiles." she thought.

Chapter 17

8:40am.

Button and Cream were the first among the group to wake up. Quietly, they grabbed their robes and made their way out the door. The plan was to head over to the laundry room and retrieve their clothes. While walking along the balcony, they could see that the streets were completely clear of zombies. Once they return with the everyone's clothes, they just needed to wait until they woke up, then could make their next move; no problem. The walk to the laundry room didn't take long at all, and Cream went to work grabbing all the clothes for the girls while Button did the same for the boys. While grabbing his clothes, Button looked over at his mother just in time to see her removing her robe. Wearing nothing but a pair of black lace panties, her thick ass was on full display. Cream was in the middle of putting on her bra when she felt Button grab her by the waist and push her towards the table. "B-Button!" she said in shock.

"S-Sorry, but.....I just can't help it." he said before pushing her over the table and moving her panties to the side. After dropping his shorts, Button slowly pushing himself inside Cream who moaned his name. Button waisted no time in thrusting in and out of her; quickly building a rhythm.

"Oh...Honey Button." she moaned as one hand grabbed the edge of the table. Button groaned as he felt his mother's pussy tighten up on him; pushing him to finish a bit earlier than he wanted. Cream realized this as well; feeling him twitch inside her. "Do it, Honey Button, cum with me." she moaned. Unable to take it any longer, Button sealed his eyes shut and gritted his teeth as he release inside. He gave three more strong thrusts before slowly pulling out of her. The two of them fell to the floor panting heavily as the after flow of sex washed over them.

"I was...too fast." Button panted.

"It's....okay, Honey Button." she reassured before planting a small peck on his cheek. "You'll do better next time." Slowly, Cream rose to her feet along with Button. The two got dressed before placing everyone's clothes into the trolley and heading out. Upon walking out, the pair quickly noticed dark clouds in the sky.

A storm was coming.

****************************

Twilight stirred around a bit before opening her eyes. She smiled seeing Spike was still asleep and planted a small peck on his cheek before moving to grab her robe. As she sat up, she glanced over to the bed where she noticed Sunset staring right at her. Her eyes widen in shock as she held up the bed sheet to cover her breasts. "S-Sunset?" she said. Sunset said nothing as for some reason her face was bright red and she was avoiding eye contact for some reason, like she witness something she'd shouldn't have. Upon further investigation, Twilight saw that Sunset's robe was open with her breasts exposed and a hand was right between her legs. Once Twilight was able to put two and two together, she was visibly shaken.

"Sunset....last night....d-did you......?" she started. Sunset only gave a nod which caused Twilight's face to turn bright red before frantically moving to lay back down while covering herself up to hide her shame. In doing so, she bumped into Spike; causing him to wake up.

"Huh...wha...." he said in a daze. Spike looked over at Twilight who completely had herself covered while trembling. He looked towards the bed just in time to see Sunset had just turned over with her back facing him. "Did something happen?" he thought before moving to sit up. Spike reached under the sheets and pulled up his boxers before reaching to grab his robe. He placed a hand on Twilight shoulder, but she jerked away and released a high pitched, muffled squeal. He sighed then stood up to stretch where he noticed everyone else starting to wake as well. Just then, a rumbling sound caught everyone's attention.

"What was that?" asked Aria

Spike moved towards the window and took a peek out where he saw dark clouds hovering over. "Not good, looks like a storm is coming." he said.

"Are you serious?" Sonata said as she sat up; nearly spilling out of her robe.

"Looks like we'll have to put our plans on hold for the moment." he said backing away from the window. A thought entered Rarity's mind before she got out of bed and made her way towards the door. Walking outside, she looked at the sky before looking at the street below. "Hey, what's up?" Spike asked walking out behind her.

"I was thinking, if someone makes a sound, then these zombies will move to that spot." she started. "But thunder doesn't come from one particular area. So there's no telling how they'll react to it, and that's not even mentioning the rain."

"The harder the rainfall, the louder the noise." Spike said. "So you think we should observe them to see how they react."

"Exactly." she responded. Just then, there was another rumble of thunder, a bit louder this time, as the grey clouds started to get darker. At that point, Button and Cream came around the corner with everyone's clean clothes.

"Room service." she joked. Upon parking the trolley next to the door, Flash and Thunderlane were practically thrown out by Adagio and Sonata so that they could dress in private. At that point, and another wave a thunder hit, followed by a gust of wind. Both Flash and Thunderlane groaned before heading off to the other room. Spike and Button followed while Rarity stayed looking out into the street for a while before heading back in to get dressed.

A couple of minutes later, the rain started to fall. It started off with a light drizzle, then over time, it picked up. Rain started to fall heavily along with heavy wind gusts, and not to mention loud thunder. Spike and the guys made their way back to the girls before the weather got really bad. Adagio, Sonata, and Aria continued to wear the guy's shirts since finding a clothing store was out of the question now, and they'd have to wait until the storm passed, which looks like it'll be a while. Either way, it was still early in the day, so maybe it'll clear up by then. In the mean time, there was literally nothing to do except watch whatever was on tv. The problem was, every other channel was coverage about the zombie outbreak, or riots that were happening, and that's the last thing they wanted to be reminded of right now. They know from personal experience how bad the situation is out there, and all that's being talked about and repeated, is what they already know. As Rarity flipped through channels, Spike's attention turned towards Twilight and Sunset. The two girls were avoiding eye contact with one another for some reason with Twilight occasionally covering up her face as though she was embarrassed to be here right now. "What's up with them?" he thought.

*THUM*

Another loud roar of thunder rang out which startled almost everyone. Rarity took this chance to head to the door and take a step outside. She was immediately hit with both heavy wind and rain, but still made her way to the rails to look out into the street where she saw a horde of zombies walking aimlessly around. At first she thought it was nothing new since that's what they were known for if no one was around, but upon further investigation, she noticed something off. They way they moved, it was as though they had no sense of direction; like they didn't know where they were, or couldn't tell up from down, or left from right. Could this have something to do with the heavy rain and winds? What about.......

*CRACKTHUM*

Another loud roar of thunder that cause Rarity to shriek rang out. This caused the zombies to move in one direction before moving to another, then another after that. "They're confused." she said. Just then, Cream took a step outside and caught Rarity's attention.

"Miss Rarity, come inside this instant!" she scolded. Rarity wanted to continue observing what was happening below, but Cream would just drag her inside if she didn't listen. With a heavy sigh, she went back just as the rain started to pick up even more.

****************************

The day went on and the rain showed no signs of letting up. It wasn't long before hunger started to set in, so Spike had volunteered to brave the weather and head down to the main lobby to find the vending machines. Cream was against this idea as she didn't want anyone going out in this crazy weather; especially after hearing what Rarity explained to them earlier. For all she knew, the zombies could've found their way in main lobby due to their confusion. Spike had reassured her that it'll be find, but if it made her feel better, he'll go along with someone to watch his back. At first, he was going to suggest Twilight, but she was too busy hiding herself away in the bathroom for whatever reason, and that was when Sunset agreed to go with him before grabbing her sword. Spike, with axe in hand, left the room with Sunset and the two hurried towards the hallway to get out of the rain. "Man, it's really coming down." he said. "Careful going down the stairs."

The two of them grabbed onto the rails as tightly as they could while going to the ground level. They stayed on the walkway underneath the second level as they started to lightly jog, a lot of good that did them since they were still getting wet. Making it to the other side of the complex, they entered the main lobby and immediately started looking for the lounge or an area where a vending machine might be. As they walked, Spike laments that he should've asked Flash or the other where the vending machines were before heading out while Sunset started to notice water dripping from Spike's shirtless body. Her mind instantly went back to last night when she caught Twilight and Spike in the middle of sex for the second time, and started imagining herself in Twilight's place while touching herself. As she watched them, it took every ounce of will power not to make an attempt to throw herself in on the action. Sunset managed to shake off the thoughts of last night's event just in time to see Spike pointing out the employee lounge. The two of them readied their weapons just in case there was something inside before slowly opening the door. Carefully, they walked in and surveyed the area. Once it was clear that there were no zombies around, they made their way over to the vending machines where they smashed all of them open. Grabbing everything, they placed all the items on a nearby table. Sunset left to find something they could use to carry everything while Spike turned his attention towards the soda machine. Gripping the axe, Spike swung, and struck the machine; making sure to hit where the lock was. If he could break it, then he'd be able to get it open.

Spike continued to swing a few more time, each one with a bit more force than the last, until he was able to force it open. Some time later, Sunset came back with a janitor's trolley holding two large grey trash cans. "This was all I could find." she admitted.

"Were they outside? They're dripping wet." Spike replied.

"No, I gave them a good wash just in case." she answered. With no other choice, they filled both buckets with everything before moving to the last snack vending machine and raiding it as well. Before long, they started to make their way back to the entrance where the rain continued to show no signs of stopping. Spike gave a countdown, and the two started to run; pushing the trolley through the heavy rain along the pathway. The wind pushing the rain water against them caused their visions to be blurry, but they pressed on; eventually making it to the staircase. Sunset was able to grab the snacks, no problem, but sodas was going to be a problem. The bucket was heavy and was going to take at least two people to carry it. Against his better judgement, Spike took a deep breath, grabbed the handles, and lifted the object up; resting it on his shoulder before climbing up. Sunset looked behind her, and saw the shirtless young man carrying the large, heavy bucket behind her as he was getting soaked in the rain. Her face blushed as she thought that was the hottest thing she'd ever seen. "NO! What am I thinking!" she thought; snapping herself out of her thoughts. "He's Twilight's boyfriend....I can't....." Sunset once again looked back at him once she made it to the second level; especially his dripping wet chest. "Oh, God, that's so hot."

Once Spike made it to the second floor, he quickly moved to the hallway, out of the rain, and set the down the bucket; panting heavily. "I got....my workout....for the day." he joked. Thankfully, each bucket had lids over them, otherwise, it'd be a lot more difficult once rain water got into them. Speaking of which, the rain was now coming down so hard, you couldn't see anything over yonder. Sunset decided to go on ahead first and get Button and the other guys to come back and help while Spike rested. As she made her way towards the room, Sunset's mind once again started to flood with images of Spike standing topless in the rain, and of his little activity from last light with her being on top of him instead of Twilight. "What's wrong with me?! Is it because I caught him in the act twice now?!"

****************************

Spike came out the bathroom wearing the hotel robe while his pants dried off. After Flash and Button met up with him, he headed back down stairs to grab his axe, and Sunset's sword. So to say he was soaking wet, was an understatement. He took his seat in his spot on the floor where Twilight wrapped him up in the covers to keep him warm. Last thing they needed for any of them to get sick. Sunset was the same way, wearing only a robe while being wrapped up in the covers on the bed. "We should be able to last on this stuff for a while." said Button. "Or at least until the next day."

"Why you say that?" asked Spike.

"While you two were gone, we've checked the weather channel." Rarity explained. "It's gonna be like this all day, in fact, it's expected to flood soon."

"That's not good." he said before he felt Twilight's head against his shoulder.

"It's not all bad." said Button. "While you two were gone, we found these." Button held up a two stacks of cards, one being regular casino cards, and the other were UNO cards. It wasn't much, but at least they had some form of entertainment to get their minds of the weather.

****************************

During the middle of the storm, a group of special ops solders entered an old abandoned lab with guns drawn. Walking the halls, they checked every room they could find; remaining on guard in case anyone, or anything attempted to get the jump on them. Some of them remained on the ground floor while a small group headed to the next. There, they did the same thing, search every room they came across before moving to the next. Two of the soldiers made it to an office door with the name of a familiar person on the door. "This must be it." one of them said. "Think it's in here, Fleur?"

"Only one way to find out." she said before kicking the door open. Using the light from her rifle, she looked around the office until she found a light switch. The lights flickered a bit before lighting up the room. "There, that's better." she said. "Hey, Rotor, go check the filing cabinets, I'll check the desk."

"Ma'am!" he said.

Fleur opened one of the drawers and was met with a picture of an old man and a young teenager. "Found something?" Rotor asked as he headed over. "So that's the professor, huh? Who's the kid with him, his grandson?"

"I've seen him before." Fleur answered. "But where?"

"Hey, wait a minute." Rotor said upon taking a closer look. "Isn't that the kid who was part of that scandal at the school your friend works at?"

"Now that you mention it, it does look like him." she said.

"Hard to believe someone like him is capable of doing something so horrible." Rotor stated. "but then again, looks can be deceiving."

"He didn't do it." Fleur stated. "From what I remember, there was hard evidence proving his innocence." Placing the picture on the desk, Fleur searched the rest of the drawer and found a brown book, a journal if you will. She opened it up and and skimmed through it; finding notes and other entries. "I think i've found what we've been looking for." she said. "It's the old man's journal. Looks like he was developing something......."

*RATATATATATATAT*

"What was that?" asked Rotor.

"Gunfire, come on!" Fleur said before moving from from the desk. The pair ran out into the hallway where they saw their team in the middle of the exchanging gunfire with another group of people. "Get down!" Fleur yelled; tackling Rotor to the floor.

"Who the hell are these guys?!" Rotor yelled before shard of glass fell on top of both of them. Fleur quickly stood up and opened fire; killing at least two of them and providing cover for Rotor to get on his radio.

"WE'RE TAKING HEAVY FIRE!" he yelled. "WHAT THE HELL'S GOING ON?! WHO ARE THESE GUYS!"

"They appear to be a private militia of some kind!" answered the soldier on the radio. "They have the place surrounded! Make your way to the roof! Air evac, three minutes!"

"YOU HEARD HIM, TEAM, MOVE IT!" Fleur yelled. One by one everyone started to fall back while looking for a way to make it to the roof, all the while, the militia was closing in on them. Bullets were flying everywhere with some the militia getting hit. Fleur and her team had the advantage since they were highly trained soldiers. Inch by inch, they moved closer towards the exit while returning fire on the militia. It was then, one of the militia men made their way into the office where he remained for a while before coming back out.

"IT'S NOT HERE!" he yelled. "THEY MUST HAVE IT!"

The militia men soon focused all their strength on Fleur and her team; nearly forcing them in a corner before they made their escape into the hallway. They ran full speed until they came towards a staircase that lead to the roof just as the militia men entered the hallway and opened fire on them. "I think they're after this journal!" said Fleur as the and the others ran up the stairs.

"Well, that's all the more reason to keep it from them!" Rotor replied.

By the time the militia men made to the staircase, Fleur and her team already made it to the roof. Using a pole that was nearby, they jammed the door shut, even though it wouldn't hold for long. One of Fleur's men, lit up a flare to let the helicopter flying above know of their location. It landed and the team quickly moved just as the militia men started banging on the door in an attempt to get through. The heavy rain and wind caused the journal to slip out of Fleur's hand and slide along the ground. Expelling from it was a case holding a disk and a small flash drive. "Shit!" Fleur yelled before she went back for it. Just then, the militia men burst through the door and witness the journal on the ground. Fleur's men quickly open fire on the militia to give their leader some cover fire, however, all she was able to do was grab the the disk and and small flash drive once the militia returned fire. With no other choice, she made her way towards the helicopter as bullets were wising all round her. Rotor grabbed her hand and pulled her on board before they took off.

"Dammit!" she yelled. "Just who the hell were those guys!"

"Beats the hell out of me." said Rotor. "At least we managed to get outta there one piece."

Back on the roof, one of the militia men walked over to the journal to retrieve it before contacting someone over the radio. "It's me." he said. "Tell Neighsay, mission complete. We've got the journal."

Chapter 18

As the day went on, the rain got harder. Rarity looked out the window and saw that not only were the streets completely flooded, there appeared to be bodies floating in them. Against Cream's wishes, she took a quick step outside for a better look, and it was then she noticed that the bodies were in fact the bodies of the undead; solidifying that they can't swim and they're safer on water than on land. She went back inside where half the group were playing a game of Old Maid and the others were gearing up for a round of UNO.

****************************

That evening, Fleur and her team returned to base with the CD and flash drive they found; revealing that they were attacked by a militia group who were looking for the same thing they were. When she was done, she was dismissed; leaving the administration to figure out what the next move is. "What would a militia group want with the professor's journal?" asked Harshwhinny. "And just who were they anyway?"

"Judging by Fleur's description, they seemed less like a militia, and more like a private army." answered Rockhoof. "A private army that works for someone who knows something about the professor."

"Only one person comes to mind." said Harshwhinny. "And if he knows something, you can be damn sure no good can come from it; especially since he now has the professor's journal. We, on the other hand, have this disk and a flash drive. So I suggest we get to work and find out what's on it. With any luck, we'll have just as much knowledge as HE has right now."

****************************

After what seemed like forever, the rain was finally starting to lighten up. Not completely, but at least the others could step out onto the balcony without any worry of heavy winds or rain. Thanks to the dark clouds still looming over, the street lights were the only source of light they had to see out into the flooded area. Everyone decided to take a walk around, although the only places they could go were along the top balcony. Spike and Twilight remained by the motel room and continued looking out into the street. "Never thought it'd rain so much." Twilight remarked.

"Couldn't be any worse than two years ago." Spike replied. "Parts of the city were under water, our neighborhood included." Spike soon chuckled before continuing. "I remember the look on your dad's face as he watched his precious sports car float down the street."

"Ugh, why'd you have to remind me of that?" she said. "That man cried for three days straight, it was embarrassing; specially when Tim......." Twilight stopped herself from mentioning his name, but Spike already knew whom she was referring to.

"Speaking of which, did you even see him again after....you know." Spike asked.

Twilight lowered her head. "No." she answered before grabbing Spike's hand. "And.....I don't care. Let's change the subject away from my ex, okay?"

"You're the one who brought him up." Spike countered. "But fine, let's talk about you and Sunset. For some reason, the two of you seemed to be avoiding eye contact with one another for some reason." Twilight's face instantly turned red before turning away from Spike. "So what's going on? Did something happen i'm not aware of?" Twilight only nodded before releasing a squeak. "You mind telling me what it is?" Twilight shook her head no.

"I saw you." came Sunset's voice. Spike turned to face her to see that she was just as red as Twilight, maybe even more so. "L-Last night....I....saw you two." Spike didn't say anything once it set in what she said. Just like Twilight, he now couldn't bring himself to look at Sunset. "T-This wasn't the first time, though." she continued. "Remember that house we were staying in, I saw you two then." The awkward silence between them was so thick you could cut it with a knife. The only thing that could be heard among them, was the sound of the rainfall. An unknown amount of time passed by before Sunset broke the silence. "I....I'm sorry."

"N-No, you have nothing to be sorry about." Spike reassured. "To tell the truth, we should've been more careful." Sunset found it very difficult not to stare at Spike being shirtless right now. The image of him on top of Twilight and how he was making her feel started to play in her head. Twilight, for the first time since this morning, slowly turned to face Sunset just in time to see her gawking at Spike. She pouted in jealousy just as Spike hoped for something, anything to happen to get them out of this awkwardness. His prayers were soon answered when Rarity came from around the corner and called Sunset over to talk about something. What that something was, Spike didn't care; as long as he was out of this situation.

****************************

After walking around to stretch their legs and surveying the area for a while, most of the group returned to the room, but Spike continued to stay outside for a while before being forced to come back in by Cream. Though the rain had stopped, the wind was still blowing and lowering the temperature, and with Spike not having a shirt, she wasn't taking any chances with him getting sick. The entire area was submerged under water, and by the looks of it, it'll be that way until maybe late tonight when the water starts to recede. That meant they had an extra night to spend here before continuing on with their journey. The snacks and drinks they had kept them fed, while the card games and whatever was on the tv that wasn't about the outbreak kept them entertain for the rest of the day.

Before they knew it, it was around 6:45pm and the sun would be going down soon. Hopefully by morning, the water would be gone. First thing on the list, head to a nearby clothing shop and get Adagio and the others some new clothes, then make their way back to Cranky's shop to arm their new friends, and finally, head to the highway where the mall awaits them. Seems like a lot to do, but Rarity had a plan for that. "Okay, rather than walk back and forth, we'll have to split up." she started. "The guys will head over to Cranky's place, while the girls head to the clothing shop."

"W-Wait." said Aria. "I don't know if I feel comfortable with that. I'd feel more secure if we had at least one guy with us."

"Spike, why don't you go with the girls while I bring these guys over to Cranky's place." Button suggested. Cream responded by squeezing his hand; letting him know she was against this. The last thing she needed was worrying on whether or not he's been attacked by those creatures or not, however, the reason why Button made that suggestion was seeing how tightly Twilight was holding Spike's arm and that the fact that both Sunset and Adagio hardly ever took their eyes off him. Adagio, he understood, Spike did save her after all, but why Sunset? Maybe something happened that he wasn't aware of, but whatever. Rarity looked at the other girls after hearing Button's suggestion, and they were all okay with it; especially Twilight.

"Okay, so it's settled." she said. "Spike will come with us, and Button you go with Flash and Thunderlane. We'll meet up in the parking lot once we're done."

"Sounds like a plan." said Flash.

"We should head out as soon as the sun rises" Rarity suggested. "By late that afternoon, we should make it to the mall." Everyone was in agreement, all except Cream who didn't like the fact the fact that she would be separated from Button for a time; though she didn't show it to the others.

****************************

That night while mostly everyone was asleep, Spike stared up at the ceiling for a while before Twilight caught his attention. She rolled out of bed and landed on top of him before pulling the sheets over them both. As Twilight cuddled against Spike, he started playing in her hair for a bit until she fell asleep. His mind thought back to a lot of things, but one in particular, was the moment when that zombie had a good grip on him. "Why did it suddenly loosen it's hold on me?" he thought. "It was as though it didn't want to bite me." While Spike was pondering this, over on the other side of the room, Button, believing that everyone was asleep, attempted to get his mother's attention.

"Come on, I know when you're fake sleeping." he whispered. "What's wrong?"

"You know what's wrong." she answered before turning to face him. "This plan of yours. What if you run into trouble and we aren't there? The others won't be able to help you since you're the only one who's armed, and you can't take on a horde of zombies by yourself."

"Hey, trust me, you don't have to worry." he reassured; caressing her cheek. "If you think about it, the shop's literally just around the corner. We'll be in and out in no time at all."

"No time is all it'll take to be surrounded by those things." she argued. "If anything ever happened to you....." Button pulled Cream in close and held her. Cream held on to Button as though someone was about to take him away from her. Pulling back a bit, Button looked her in the eyes and gave her a reassuring smile.

"Nothings gonna happen, I promise." he said. Looking Button in the eyes, she nodded slightly before closing her eyes and moving to rest her forehead against his. The pair remained like this for a while before Cream slowly opened her eyes and moved her body to laid on top Button. Nothing more need to be said between them as they moved in for a passionate kiss.

****************************

Rotor knocked on the door to someone's room and was met with a person telling him to enter. "Fleur?" he called.

"In the shower." she responded from the bathroom.

"If this is a bad time, I could come back." he suggested.

"No, stay, i'll only be a moment." she said. Taking a seat on her bed, Rotor took a look around her dorm room which looked more like a studio apartment than anything else. Turning his attention towards the bathroom door, he could hear not only the sounds of the shower running, but little splashes as well. His mind started to harken back to when he won that bet he made with Fleur and got to play with her breasts for a while. He was one of the luckiest guys in the world to be able to do the one thing all the other soldiers, both male and female, have dreamed of. Secretly, he hoped to be able to do it again, but that was just wishful thinking. Pushing that to the side, there was a reason why he was in Fleur's room. She had asked him to do something for her and to report back when it's done. The look on his face told that he'd found some information on something, but was puzzled about something else.

A few minutes later, Rotor looked up just as the bathroom door opened and saw Fleur, his commanding officer, walking out in nothing but a pink towel wrapped around her amazing body.....barely. Her breasts were showing off more cleavage than the law allows and lightly bounced as she walked to take a seat on the bed next to him. Fleur removed the towel wrapped around her head; letting her damp hair down before asking a question. "So, what did you find out?" she asked.

"The men who attacked were definitely Neighsay's men." he explained. "Apparently, they were looking for the same thing we were."

"That journal?" she asked. "But what could Neighsay want with it?"

"After we got back, I dig a little snooping around and discovered that the owner of the journal not only knew Neighsay, but worked with him as well." he explained. "And seeing as how Rockhoof and the Prime Minister are eager to study that old man's journal, my guess is that it may have something to do with this zombie outbreak."

"You think he may responsible for this ?!" she asked.

"Not sure, but i'm guessing that all the answers lie within that journal." he said. "Maybe that's why they were after it."

"I don't think it's the journal they were after." Fleur suggested. "Remember that little USB drive that was dropped? As soon as they got their hands on it, they backed off. If it was the journal they were after, i'm pretty sure they would've shot us out of the sky as soon as we were airborne."

"So there could be something on that drive that Neighsay wants, but what is it?" Rotor wondered. At this point, Fleur took this time to lay back on the bed; causing her big breasts to nearly bounce free from the towel. Rotor was pulled from his train of thought at her action and found himself looking those sexy legs of hers. It was hard to believe that she was soldier with legs like that....hell....with a BODY like that. Fleur knew that Rotor was checking her out right now, and while she enjoyed it, she couldn't help but feel like they were in a race against the clock. She closed her eyes and thought back to the old scientist's office, and how there was a picture of him and his grandson on his desk. She figured that maybe the grandson might know of something, but what are the odds that he survived out there. From what she hears, it's getting worst by the day.

"Anything else you able to find out?" she asked.

"Just one other thing." he answered; tearing his eyes away from her legs. "Ever heard of a man called Hondo."

"Hondo Belle? Who hasn't?" she said. "He's one the riches men in the city; rivaling Neighsay. Why do you ask?"

"Word is, he's been using his power to gather up as much survivors as he can to transfer them somewhere safe from all this." he explained. "Apparently he has multiple properties all over the world that can serve as fortresses. Not only that, but his eldest daughter is out there traveling with a group of friends trying to find survivors as we speak."

"Well good luck to them." she said.

"From what I was told, there's six in the party." he explained. "One of them happens to be a nurse."

This news instantly caught Fleur's attention and she shot up almost instantly; nearly popping out of her towel. "A nurse?!" she said. "What kind of nurse?!" Fleur was now inches from his face; staring into his eyes with such intensity.

"I....I don't know. I was just told that the woman their traveling with happens to be a nurse." he said. "The only other thing I know about her is that she has a son who's traveling with them." That was it. Without warning, Fleur shot up from the bed, not even caring that the towel slipped off her and made her way towards the dresser. Rotor was frozen stiff once he saw his commanding officer's thick ass jiggling as she moved; even more so when she bent over as put on a pair of panties. As fast as she could, Fleur got dressed, grabbed Rotor by the arm, and exited the room with him. "W-Whoa, wait, where are you taking me?!" he asked.

"We're heading out!" she said.

"Heading out?! Where?!" he asked.

"Just shut up and come with me!" she replied. Not like he had a choice, her grip on his arm was tighter than a bear's grip; he wasn't getting free. Leaving the dorms, the pair were outside and on their way to one of the jeeps when they came in contact with the general and Prime Minister Harshwhinny.

"Ah, just the two I wanted to see." he said. "I have a mission for you....."

"Already on it!" Fleur said as she and Rotor passed them up.

"Oh....well....alright then." he said. Fleur dragged Rotor all the way to the bunker where the vehicles and commandeered and jeep, but not before they armed themselves with whatever weapons they could carry.

"Okay, mind telling me where we're going?!" Rotor asked. "On top of that, what about the mission the general was......"

"I've known the general for a long time, so I know what kind of mission he was gonna send us on." she said as she turned the ignition. "We're killing two birds with one stone this way, now buckle up!" It was only now that Fleur started to realize that the vehicle didn't start up. "What the hell?!" she said; continuously turning the ignition.

"It's out of gas." Rotor said bluntly.

"Well, fill it up, stupid!" she replied; hitting him on the shoulder. With a heavy sigh, Rotor got out of the jeep and went to fetch some fuel. He started to question why she was acting this way. Maybe it was because he mention that nurse that was traveling with Hondo's daughter. After grabbing a heavy canaster and making his way back, he remembered Fleur mentioning that she had a friend who was school nurse. Could it be that it's the same person? Even if it is, how are they going to find her? The city is massive and in chaos, on top of that, the mission that General Rockhoof spoke of, just what was it?

Rotor made it back to the jeep and filled it up. Once done, Fleur started it up and told him to get in. Pressing her foot on the break, they peeled out and drove off the base. It was after dark, so Rotor expected that they were going to be driving all night until they made it back to the city. Last time they were there, they were helping out with the evacuation, so who knows how things were looking now. Looking over at Fleur, Rotor noticed a look of determination on her face. She was going to find her friend no matter what.

Chapter 19

7:45 am.

The group gathered outside in front of the motel before splitting up. While Button and the other guys walked off towards Cranky's shop, Spike and the girls headed over to the near by clothes shop which was a few feet down the street. Spike and Sunset both took point and slowly entered the building. Surprisingly, the lights were still working, but there was considerable water damage due to the flood. Some of the racks were knocked over while the rest remained standing. After walking around and checking every area, they gave the okay for the others to enter. Spike moved to stand by the entrance in order to give the girls some privacy, as well as be on the lookout for anything suspicious, however, he wasn't the only one outside. Cream stood out with him; staring off in the direction Button and the others went. Over a million things were running through her mind right now, and all of them were about Button and could happen to him at any given moment. Seeing how visibly upset she was, Spike did his best to comfort, and reassure her that she had nothing to worry about, but that did very little.

Inside the building, while looking for new clothes, Adagio couldn't help but be a bit concern. After all, even though Spike was standing right outside, what's to stop him from trying to sneak a peek at them while their changing? Plus there's still the feeling she had of seen him somewhere before, but for some reason, she just just couldn't put two and two together. Moving further towards the back and out of his line of sight, Adagio started to remove Spike's shirt. She shuttered a bit once she felt a small breeze brush against her rather large breasts. "Oh, so this is where you went." came Twilight voice. Instinctively, Adagio quickly used her hands to cover up, but let her guard down once she noticed Twilight. "Something on your mind?" she asked.

"Yeah, kind of." Adagio started. "It's about, Spike. It's weird, but it feels like i've seen him somewhere before."

"Seriously? Adagio, you're slow to catch on...as always." came Sonata's voice as she walked in from around the corner. "It's obvious who he is. He's the boy from that sandal a year ago; it was all over the news back then." Twilight felt a cold chill down her spine as Sonata continued explaining about the scandal. Adagio with a shocked look on her face turned towards Twilight. She couldn't believe that she was traveling with someone like that all this time.

"Y-You to mean to tell me that Spike......." she started.

"He didn't do it!" Twilight interrupted. "Spike.....is innocent." Twilight could see the look on Adagio's face. It was the same look Spike received everyday for the past year from everyone he came across. She started to believe that their time traveling together just might come to an end.

******************************

After Twilight gave Spike his shirt, the young man quickly put it back on. It was nice to finally have a shirt on after all this time, now he didn't have to worry about getting sunburned. Sunset adverted her eyes; feeling a bit disappointed that Spike was no longer shirtless.

Dammit, she was doing it again; ogling Spike even though he's with someone. She cursed herself for looking at him in that way. Ever since she caught those two in the act, she hadn't been able to stop thinking about the two of them; Spike specifically. After Spike placed his shirt on, Twilight moved closer to him to rest her head on his shoulder just as Adagio and the others walked out of the building wearing new tops. All was left to do now was wait for the other three to return from the shop, something that Cream was anxiously awaiting for. Twilight glanced over at Adagio who wore a sympathetic look on her face while Aria couldn't bring herself to look over in his direction, and by the look on her face, it's fair to assume that she was just told of Spike's past. It was about another 40 minutes, before everyone noticed Button and the others in the distance. When the entire group were reunited, Cream grabbed her son and buried his face between her massive tits while Flash and Thunderlane showed what they were able to retrieve as well as getting back their shirts. Taking Button's advice, each weapon was equipped with a silencer so as to not attract anymore of the undead when fighting. As the girls started to armed themselves, Rarity took a look in the direction they were going head towards and notice about three zombies stumbling about in the middle of the road. She couldn't tell whether they were crossing it, heading towards them, or away from them, but unfortunately, they were right in the middle of where they had to go.

"There's three ahead of us." she said. "Doesn't look like there's anymore than that."

"Great, let's get to killing these things." Thunderlane said; readying his weapon. Thenderlane was only able to take two steps before he was stopped by both Rarity and Sunset.

"You dumbass." said Rarity. "Just because you have a gun now doesn't make you invincible. You could still get overrun if you're not careful."

"Okay, then what do you propose we do?" he asked.

"Since there's just three of them, let's go around them if we can." she suggested. "No sense in wasting bullets if we can possibly avoid a fight. Let's go."

****************************

It was almost noon when the group made to the entrance of the highway. Throughout the walk, Thunderlane became more and more restless for some action. Ever since he armed himself, he's been hoping to go Rambo on some zombies instead of avoiding them. He was literally living in a scenario most people talk about amongst a group of their friends, and he couldn't do anything. As for the girls, there wasn't much talking among them as they traveled. Rarity noticed that Adagio, Aria, and Sonata all wore weird looks on their faces, as though they couldn't comprehend something. "What's up with them?" she asked.

"They....they know about Spike's past." Sunset answered. "Twilight explained explained everything that happened, and I think they're having a hard time believing it."

"You think they might wanna leave?" she asked.

"I don't think so." Sunset admitted. "It looks like their trying to figure something out."

Before walking onto the highway, the group first headed over to a nearby gas station. Spike and Flash took point and scouted ahead; making sure there were no unwanted visitors. With the coast clear, they signaled for every to hurry inside. Grabbing something to eat and drink, the group rested up a bit; preparing to make their way to the next destination. Spike glanced over at Adagio and noticed the look on her face. When she noticed him looking at her, she quickly turned away. Spike shrugged it off and walked towards the other side of the store. Flash, witnessing the interaction, confronted Adagio. "So what was that all about?" he asked.

"Nothing...it's just...well...." she started.

"Doesn't look like "nothing"." he said. "It looks as though you don't wanna be around Spike for some reason. Did something happen while we were gone?"

"That's not true." she answered. "It's just that....well....there's something about Spike you need to know."

While everyone else was busy, Cream and Button headed towards the back area, specifically, the break room where Cream held her son close. Button didn't say anything, he didn't need to. He knew how much he made his mother worry while he was gone, and simply held her back. As soon as she was calm enough, Button backed up with her to sit down on the breakroom table that was next to them. Cream's eyes widen; especially when Button tried to lay her back. "W-Wait, Honey Button, t-the others....they might...." Button simply pressed a finger over her lips; a mischievous smile forming on his face.

Meanwhile, up front, Flash walked over to Twilight after being told of what happened with Spike to get more information. Twilight told him the whole story of what happened that day, the reason why she did what did, and how it effected Spike's life afterwards. Flash was appalled at getting the full story, and started thinking all of the things he would've done if that happened to him. To destroy someone's life over something as small as getting a better test score than you is just.....downright.....evil, and the fact that she got away with it makes this so much worse. "Where do you think is she now?" he asked.

"To tell you the truth, I don't, and I don't care." Twilight answered. "The only thing i'm worried about, is Spike, and what we might find at the mall."

"You really think your brother would......" he started.

"I don't know, at least, I hope he didn't." she interrupted. Flash could only begin to imagine if they made it to the mall and what Twilight feared had happened. He was especially worried about Spike; the poor guy has been through enough over the past year, and now he has to deal all of this. If what Twilight feared DID come to pass, that what would his reaction be?

Thunderlane noticed the looks on Flash, and Twilight's faces before looking over at Adagio, Aria, and Sonata, and wondered just what it was they were all thinking about. It was most probably about how long it was going to take them to get to the mall from here. One thing he thought about was the amount of times they were probably gonna have to stop to take a rest. The heat is nothing to take lightly; especially when walking along the highway. He figured he better grab a few drinks to keep hydrated before they leave; just in case.

****************************

There was silence amongst the group as they continued their journey along the highway; especially from Button and Cream whose faces were bright red as they recovered from the little quickie. The only things here were the group themselves and tons of empty cars cluttering the road; most of which were crashed into something while others looked to have been broken into, or worse, a passenger turned into a zombie while inside; hence the blood inside most of them. Due to the cluttered mess, stealing a car and driving all the way to the mall was out of the question, not to mention, the noise would attract who knows how many zombies nearby. Twilight latched herself to Spike's arm and held it tight while resting her head on his shoulder; thoughts of how everyone at the mall would react to seeing him played in her mind. Spike was going to be looked at like a demon when they get there and most likely be refused entry into the building.

Adagio was the first one of the group to break the silence when she walked over to Spike and placed a hand on his shoulder. "Spike?" she said softly. "I'm sorry."

"Sorry about what?" he asked; generally confused as to what she was talking about. Spike glanced over at Aria and Sonata and witnessed sympathetic looks on their faces which further confused him, hell, even Flash gave him the same look too. He wasn't the only one confused here. Thunderlane noticed the same looks as well and started to feel like there was some very important information here he missed out on.

"You know, for what happened to you." she said. "I...I can't even begin to imagine what you've gone through."

"H-How did.....?" he started.

"It took a moment, but we've recognized seeing you before." Sonata interrupted. "I mean...you case was over the news for an entire year, also, Twilight also filled us in on the other details."

"You're luckier than most guys in your situation, Spike." said Flash. "You had still had some people fighting for you, when most wouldn't." Spike stopped walking and turned to face everyone; a genuine smile forming on his face. Flash was right, he WAS lucky, lucky to have the help of Rarity's parents in his defense, and lucky to have Twilight, who was always advocating for his innocence, by his side, and now, he has an entire group of new friends he knows will have his back no matter what.

"Okay, i'm lost here." said Thunderlane. "What are we talking about?"

****************************

Driving through the city, Fleur and Rotor took in the sights of what could only be described as a scene straight from a horror movie. Destroyed building, over turned cars, blood smeared on the pavement, and not to mention, zombies roaming the streets. Rotor, with assault rifle in hand, kept a lookout for anything suspicious. Before heading into the city, they came across a small group of survivors who warned them of gang members attacking any poor soul they came across, however, in order to make it to her destination, they had no choice but to drive through the city. Before leaving them, Fleur contacted the base and gave them the location of the group of survivors.

"Okay, mind telling me where it is we're going?" he asked. "You haven't said anything since we left."

"Okay, okay, there's a mall on the other side of the city." she explained. "If my guess is right, there's where they're going."

"Who's they? You mean your friend?" he asked. "But what about what the Commander wanted?"

"I know the Commander all too well." she said. "He was about to ask me to take a small team to look for survivors and bring them back to base."

"So you plan on finding your friend while looking for survivors." he added.

"Exactly." she affirmed.

Making the next turn, the two came upon roadblock with two men standing guard. They quickly realized that this wasn't an ordinary roadblock; especially when three other men came out from nowhere. They were all wearing clothing that looked like a cross between a biker game and military. "Great, now what?" said Rotor. "These must be one of the many gang members we were warned about."

"Let's just play the part, then take'em out when their guard's down." she said with a smirk.

"Sounds go to me." Rotor replied.

The leader of the group started to approach them with an unsettling look on his face as his eyes locked onto Fleur. "My, my, my, what have we here?" he said. "Well, aren't you a sexy little thing." Fleur rolled her eyes at that comment. Seriously, she's heard better pick up lines from cows than this.

"We're just trying to pass through." she said; trying to sound nervous. "We don't want any trouble."

"Oh, no trouble at all, in fact, we'll open a path for you....for a price." he said. Rotor noticed the dark smile that formed on the leader's face. He was about to say something, but that was when he was grabbed by one of the other gang members, dragged out of the jeep, and forced to the ground. Before Fleur has a chance to react, she was pulled out of the jeep by the gang leader and thrown up against the side of a building.

"Hey no fair, Boss. You got the last three already!" one of them said.

"You know the rules, the boss always gets first dibs." he said before grabbing Fleur's shirt. In one strong move, he ripped it from her body; exposing her black bra. "Holy shit, look these tits!"

"G-Get off me!" Fleur demanded as she was being forcibly groped.

Rotor, while on the ground knew what was happening and tried to get up, but the other gang members applied more pressure on him. "I don't think so." one of them said; placing a gun next to his head. "Any sudden movements, and your brain will be splatter all over the place. Rotor growled as all he could do now was wait for an opportunity to strike.

The gang leader then forcibly ripped off Fleur's bra then immediately began sucking on her left nipple. The others cheered him on as Fleur herself groan and attempted to get away from him. "Hey, come hold this bitch down while I get ready!" he said.

"Coming boss." answered one of the gang members. Moving away from Rotor relived just enough pressure for the soldier to make his move. Rotor quickly broke free from their grasp, rose to his feet while pulling out a hidden gun, and opened fire on all three; hitting each one of them in the head and killing them instantly. The gang leader turned his head to see what was happening which gave Fleur the chance to deliver a powerful headbutt; caused him to let her go and stumble away. Fleur then pulled out her own hidden gun and fired three rounds into the leader's head.

BOSS NO!" yelled the last remaining gang member. Before he could do anything, Rotor came from around the jeep and stabbed him in the back of his head before turning him around and putting two bullets in his mouth. "You okay?!" he asked; immediately blushing at her topless form.

"Yeah. Probably shouldn't have let it gone on for as long as we did." she answered. "Let's get the hell outta here." Fleur's breasts jiggled with every step she took as she walked towards the jeep. Rotor got in after her, and the two drove straight through the barrier blocking their way. Rotor looked behind them and saw multiple zombies coming out whatever hiding place they were in. "Good thing we left when we did." he said.

"Yeah, I see them." Fleur answered. "Let's keep moving."

"First, we should stop somewhere and find you a new shirt." he suggested.

"Or, I could stay like this for the rest of the trip since you keep staring at them." she said in a flirtatious tone. She laughed once she saw the look on Rotor's face and continued to tease her poor subordinate as they continued their journey.

Chapter 21

It was hot, way too hot, to the point that Spike and the others couldn't really take it anymore. "Most places would build their malls in the middle of the city." said Thunderlane. "But, nooooo, we just had to place ours all they on the freaking outskirts!"

"It's not that much farther." Spike replied.

Suddenly, the group heard a sound. It was far off in the distance, but quickly picked as it got closer. "Sounds like a helicopter." said Twilight. Looking up, the entire group saw three large choppers flying overhead.

"Military choppers." said Rarity.

"Do they belong to Neighsay?" asked Sunset.

"I don't think so." she said. "Doesn't look like it, but to be safe, let's keep going." The group continued on their way, and good thing they did too, because the noise from the chopper alerted five zombies who were dormant behind a large truck.

****************************

One hour had passed before the group started to approach their destination. A nervous feeling started to wash over both Spike and Twilight as soon as they stepped onto the property; not knowing what to expect when they walk through those doors. There was something eerie about seeing an empty parking lot here. Usually around this time of day you'd be lucky if you could find a parking spot at the back end of the lot, let alone the front, but now, it's just empty; aside from a few cars here or there and the busses that's just up ahead. There appeared to be someone standing near them. A guard maybe? It wasn't until they'd gotten a bit closer that they were able to make out that it was a police officer; one that Twilight knew.

The officer noticed something out the corner of his eye, and drew his weapon. If it was a zombie, then he'll have to hurry and put it down before he reached the building. Once he turned to look, part of him was relieved that it wasn't undead creatures, but a group of survivors, while the other part was afraid of what he had to do next. "Alright, hold it right there!" he called while pointing his gun. "I'm sorry, but you'll have to find somewhere else!" He was shaking a bit; not wanting to actually use his gun on innocent civilians, but he had his orders to not let anyone else inside. "Turn around now!"

"Spear Head, wait!" Twilight yelled as she moved in front of the group. "It's me, Twilight!"

"Twi....light?" he said; lowering his weapon. He stared at them for a few more seconds before realizing it was actually her. An untold amount of emotions washed over him as he made his way to her. "Little Twi, oh, my God, it really IS you!" he said. The two of them embraced each other for what seemed like forever. Spear Head was just overjoyed to see that someone he saw as a little sister had somehow survived this "hell on earth", however, his demeanor changed once his eyes locked onto Spike. So many thoughts were running through his head at this point; one of them being the shit show that would take place if everyone inside say him. Even more shocking, standing next to him was Rarity, the daughter of one of the richest men in on the planet. Just what in the world is she doing here?

"We need to get everyone here to the airport right now." she said.

"Why?" he asked.

"My father has a plane ready to take everyone here somewhere safe." she explained. "We're here to get you all to the airport."

"Really? That's amazing." he said. "Ah, that's the best news I've heard all day. To tell the truth, I don't think we could've lasted here one more day."

"Why's that?" asked Sunset.

"Well....for starters, there's not much here in terms of food and water." he explained. "We've even sent out small groups to find whatever they could, and as you can guess, it wasn't much." As Spear Head started to lead everyone inside, his mind started thinking about everyone's reaction, especially Shining Armor's reaction, to Spike surviving. Due to what he's heard from some of them, Spike isn't very well liked amongst some of them, and he had no idea why. There were even times where he had to break up a few fights whenever the topic about him came up. Just what was it about him that caused everyone to basically go to war with one another?

Opening the door, the entire group entered the building where they saw a make-shift barricade made out of items from the furnisher department. Clearly, it was there just in case the undead horde managed to break in. Spear showed them an area where they could hop over easily, and Twilight was the first to do so. Once on the other side, she looked at the second level and saw two people talking; one of whom was her mother. Seeing that she was alive and well, tears started forming in her eyes as her emotions started to take over. "MOM!" she screamed. Up on the second level, Twilight's mother froze once she heard her daughters voice. Once she looked over and saw Twilight at the bottom, her heart nearly stopped. With tears now streaming down her face, she started to run towards the escalators. Twilight, wasting no time, did the same thing. The two of the ran, non-stop until the met in the middle of the escalators where they embraced each other. "My baby, my baby!" she cried. Mother and daughter's wails of happiness echoed throughout the area; alerting some the other neighborhood survivors. The first thing that crossed their minds was that someone must've died, but all thoughts changed once they saw Twilight and her mother embracing. Emotions could be felt from just about everyone in the area who watched the scene before them. Spike, though he was happy for Twilight, couldn't help but look around for his parents, but didn't see them. With no one looking, he walked off in search of them.

"How....how did you manage to survive?" Twilight's mother asked as she broke the hug. "The entire city is overrun with those creatures and......."

"I survived because of Spike, mom." she answered. Her mother's heart sank as her eye went wide with disbelief. Spike survived as well? Looking over her daughter's shoulder, she could see the group her daughter came here with, but Spike wasn't there. Twilight could feel her mother's hands tremble; as though she was scared of something. "Mom, what is it?" she asked.

"Honey, I have something to tell you......" she started.

"T-TWILY!" came a familiar voice.

Twilight's eyes widen and her body tensed up the second she heard that voice. It was him.....her brother. While part of her was glad to see he was alright, the other half instantly started to worry about Spike. After all, he was put through so much because of her brother, so who knows what would happen if they saw each other. She looked over at the others, and noticed that Spike was no where to be found, but before she could ask herself where he went, her brother was already making his way down the escalator to embrace her. On the floor, Rarity and the others witnessed what was going on with some of them having distrustful looks on their faces. "Is that her brother?" asked Flash.

"Yeah, that's Shining Armor." Rarity answered.

"He even looks like an asshole." Flash replied.

Shining Armor released Twilight from his embrace and looked over towards the group where gave them an appreciative smile, however, that smile quickly turned into shock once he noticed Rarity standing there. He remembered how her family stepped in and ruined all of his hard work to get a rapist off the streets. He also knew NOT to mess with them due to how powerful they were. Admittedly, he was terrified of them; Hondo especially. The look he gave him after the court found Spike innocent was something that always haunted him; as though at any moment his career as a cop would be over. Now that the world has gone shit, he really shouldn't have to worry about whatever it was they would do to him jobwise, but if there's one thing he shouldn't underestimate, it's how much power the rich actually has. "Is this everyone here?" Rarity asked as she started to approach the escalator.

"N-No, there are others." Shining answered; not wanting to make the daughter of one of the most powerful men in the country angry.

"Tell everyone to gather their belongings and meet here." he said. "My father has a plane ready to take everyone somewhere safe." There were murmurs among those who heard her before some one spoke up.

"Where does he plan on taking us?" one of them asked.

"To a place where the zombies haven't reached." she answered. "There's more than enough for everyone here to live off of, so gather as much as you can, and get ready to depart." After her announcement, Rarity then turned towards the others. "Button, you, Flash, and Thunderlane better go and find Spike before Shining finds out he's here." The three of them nodded and headed out. Shining Armor noticed this, but one look from Rarity caused him to remain where he was. The guys weren't the only ones who left the area as several of the other survivors headed out to find the others and deliver the good news. Within minutes, everyone came out of the woodwork; wondering if what they were told were true. Looking at them all, Twilight could tell that most of the people here weren't even from her neighborhood. Perhaps they showed up some time after her parents and the others did; just a large group of people finding somewhere to survive this hell on earth.

Among them was Twilight's father, who couldn't be more pleased to see that his daughter had managed to find them. Like his wife, he embraced Twilight, and refused to let her go until he realized she couldn't breathe. The family was finally reunited, and for a moment, Twilight felt that this nightmare was coming to an end. That is until, she started thinking about Spike and his parents.

Over with Rarity, she seemed pretty satisfied that they were able to make it here, but looking at the crowd of survivors, she came to realize that there were a lot more people than she thought there'd be. "I take it you've already noticed the problem?" said Spear Head as he approached her. "When Shining commandeered the two busses outside, there was barely enough room to fit everyone in his neighborhood in. The next day after we got here, we saw a group of people being attacked by those creatures. As you can see, we helped not only them, but several others as well."

"Now there's too many to fit in either bus." she stated. "Isn't there a there a transit station somewhere close by?"

"I believe so, but whether or not there's anything there, I couldn't tell you." Spear answered. "We haven't left this place since we got here, aside from the two times we set out to find more supplies, and on top of that, Shining and myself are the only ones with handguns here."

"Good thing, we're well equipped then." she smirked. "We'll form a small group to take a look." Spear looked at Rarity and noticed the assault rifle she was carrying, before looking at the other girls in her group. How could he have not noticed it before? It all makes since how they were able to make here on their own. "I say three or four people should be enough." she continued. "The rest can stay here and help get everyone ready, however....."

"However, what?" Spear asked.

"There's still the issue of getting to the airport." she said. "Driving through the city is way too dangerous. We've come across a few gangs while in there, and they've basically taken over."

"I figured as much." Spear sighed. "We haven't had much luck trying to get in contact with the station at all. Guess it's safe to assume that it's all but abandoned, and the others are either in hiding or worse. When it comes to making to the airport, we may have to use the scenic route."

"Going around the city, huh?" Rarity replied. "Okay, sounds like a plan. So long as there's daylight, we should be okay. Trust me, being out after dark is NOT a good idea."

****************************

Button had just exited one of the department stores and made his way to the middle of the area before looking up at the second floor where Flash and Thunderlane were. "Any luck?!" he called.

"No! Not here either!" Flash stated.

"Geez, where the hell is he?" Button asked as he looked around. "It's like looking for a needle in a haystack. Guess I didn't realize how massive this place is now that there's no one in it."

"So what now?!" Thunderlane called.

"Let's split up!" Button answered. "I'll check the food court, Flash you head over to the south wing, and Thunderlane, you take the east." The trio all nodded before heading off to their respected destinations.

****************************

Twilight and her mother found themselves sitting on a bench on the second level. As much as her father wanted to remain by her side, he and Shining were called over to discuss Rarity's plan; leaving the two alone. Both mother and daughter talked about everything they've been through since this whole mess started. Twilight told her everything, from how they escaped the school, to meeting Rarity's parents, saving Flash and his crew, to finally making it here to save everyone. "Oh, honey, I can't believe you went through all that."

"I never would've made as far as I did if Spike hadn't pulled my into that janitor's closet." Twilight admitted. "If it weren't for him, I most likely would've died out there."

"Spike." Twilight's mother whispered his name before a look of regret formed on her face. Despite the fact that she knew Spike from an early age, and was basically like a second mother to him, she was convinced that the accusations levied against him were true. So much so that she couldn't bring herself to even look at him. The regret on her face showed that at some point she realized that she was wrong in believing such things, or maybe, something else.

"Mom? What is it?" Twilight asked.

"Oh, honey, you see.....Spike......" she started.

"Twilight, Velvet, there you are." came the voice of Twilight's father.

"Dad, what's up?" Twilight asked.

"Well, since there's way too many of us here to fit in the busses, they're forming a small group to head out to the transit station nearby to see if there's another bus we could use." he explained.

"Is there even one there?" Velvet asked.

"We can only hope." he answered. "If not, then I don't see any other way we can all leave here."

"Maybe there IS another way." Twilight suggested as she stood up. "I'll have to talk to Rarity about it."

********************************

Button looked up and down the entire food court area and still found no signs of Spike anywhere. He sat down at one of the tables; thinking about where else he hasn't looked yet, when suddenly he heard someone calling out to him. "Honey Button, there your are!" Button, in typical fashion upon looking in her direction, had his eyes glued her her massive chest slightly bouncing as she made her way over. He knew he should be focused on finding Spike, but with Cream here, there was only one thing on his mind right now.

As she approached him, Button grabbed her arm and pulled her in to sit on his lap. "Everything alright?" he asked as he ran his hand up and down her leg.

"Rarity told me you went looking for Spike." she answered. "I was wondering if you found him yet."

"Not yet." Button answered. "We've looked just about everywhere and STILL haven't found him."

"Maybe he reunited with his parents and they're just catching up." she said; suppressing a moan as she felt Button's hand start to grope her breast. A smirk formed on his face before he moved his hand to start unbuttoning her shirt. It was when the first button became undone that Cream raised her head and noticed someone standing at the doorway a few feet away from them. The person was standing outside looking at something, frozen like a statue. Cream placed a hand over her son's just as he undid the second button. "Look over there." she said. Button, feeling annoyed that she stopped him, looked over at the person standing outside. "It's Spike." he said. The two of them stood up and started to head over to him. Walking outside, they called out to him, but he did respond. Spike had a blank look on his face as he simply stood there staring off into space.

"Spike?" Button called before waving a hand in his face. "Hello, Spike, you there?!" Button then placed his hand on Spike's shoulders and started shaking him while calling his name, but Spike didn't respond to him. Cream was staring to get worried. As a nurse, she's seen something like this once before.

"Something must've happened for Spike to be like this." she said.

"Like what?" Button asked. The two of them turned their heads to see what Spike was looking at. In front of them were the dead bodies of a man and a woman; both with multiple bullet holes in their heads, and were strapped to a pole as if they were put there for display. "Who are....are rather....who were they?" Button asked.

Cream walked over to them to get a better look, before turning her attention to Spike. She then looked back at the corpses, then back at Spike before looking at them once again. It was then her heart sank and she placed both hands over her mouth while shaking her head. "Mom?" Button called before moving over to her side. "Mom what is it?" Button saw tears streaming down his mother's face

"Oh, Honey Button, it's them." she said. "I believe these are Spike's parents." Button's Heart skipped a beat upon hearing that, but before he could react, both he and Cream heard what sounded like a thud. Looking back, they saw Spike on the ground. Running to his side, Cream could see that his entire body just simply stopped functioning and he was like a lifeless puppet now.

Chapter 22

Both Flash and Thunderlane met up with no success in finding Spike. The two of them decided to head to the food court where Button was; hopefully he had some luck finding him. As the two started to make their way over, they stopped when they noticed Button himself walking towards them with a very, VERY pissed off look on his face. "I take you didn't find him." said Flash.

"Follow me." Button said coldly as he passed them up. With confused looks on their faces, they followed Button; asking him what was the matter, and only receiving dead silence as an answer. The trio made their way back to everyone else and Button waisted no time in locating Shining Armor. His anger seemed to intensify as he grabbed his rifle; not caring that he was in the middle of a conversation with Rarity. Button made his way over, and with all of his strength, hit Shining Armor across the face with the back end of his gun. He went down hard and didn't get a chance to recover as Button stomped down right on his neck with his rifle pointed right at the cop's face.

"BUTTON, WHAT THE HELL!?" yelled Rarity.

"What did you do?!" he growled; anger seething through his words.

"BUTTON, WHAT ARE YOU DOING?!" came Twilight's voice as she came down the escalators. Thunderlane and Flash were in shock as well; not really knowing just what came over Button. "BUTTON, GET OFF HIM!" Twilight yelled as she ran towards him.

"They're dead, Twilight!" he responded; caused her to stop in her tracks. "Spike's parents are dead, and chained to a pole like their some kind of decoration!" A deafening silence filled the area as Button's words settled in. Twilight's eyes were locked in on her brother who was still holding the side of his face before she looked over at the other members of her neighborhood. The looks on all their faces said that not only did they know, but might've played a hand in it. The only one among them who looked to be innocent was Spear Head since he appeared to have no idea what Button was going on about.

"H-Hey now, kid, hold on a second." he said; attempting to defused the situation. "Yes, they're dead, but that's because they were both bitten by zombies while trying to help the other groups of people get in."

"Is that what HE told you?!" Button asked. "Because, it's a lie. My mother and I saw them, and they had no such marks ANYWHERE on their bodies!" Shining Armor was confused by what was going on. Why is he mentioning Spike's name? Was he somehow still alive, and in this building? He wanted to get up to confirm this, but Button's foot on his neck prevented that. Shining managed to glance over at his sister who looked too shocked to say or do anything, however, in the background, was what he thought was his salvation, their mother. She slowly approached Twilight from behind and placed a hand on her shoulder. Twilight looked over at her mother; seeing the same look of regret as before. "Is it true?" she asked; fearing the answer. Velvet couldn't even bring herself to even answer, instead, she looked away from her daughter in shame. Twilight, visibly shaken, took two steps away from her mother with both hands over her mouth. As Twilight's wide eyes started to tear up, Rarity's entire body slightly trembled as she resisted reaching for her gun and unloading on him right then and there. Spear just couldn't believe that his friend would do something like that, and believed that their had to be an explanation for this.

"What happened?" Button said while putting a bit more pressure on Shining's neck. His question was aimed right at Velvet, even though he wasn't looking at her. The tone in his voice said it all, either explain or he'll kill her son right in front of her.

"It happened, two days after we got here." she started in a soft tone. "We saw a group of survivors being attacked by those creatures. Onyx and Sapphire wanted to help them, but most of everyone from the neighborhood were on the fence about doing so; especially since we had no idea if there was enough resources here to survive on. Eventually, they convinced everyone that we should, especially since there were children among them."

"What happened after that?" Button asked; eyes still on Shining.

"They, along with Shining, went out and distracted those creatures long enough for the people to make their way inside." she continued. "I had just made it to the area when I heard the gunshots go off.....and.....there he was, standing over their dead bodies. He said they'd gotten bitten while help everyone, but I knew that wasn't true."

"In other words, he saw an opportunity and took it." Button said; putting his finger on the trigger. Shining took this time to make a move that needed to be 100% precise on, otherwise, he'll be eating bullets. Gathering all the strength he could muster, he shifted his body to the side, grabbed Button's free leg, and threw him off balance. While button stumbled backward, Shining quickly rose to his feet and drew his gun, but before he could pull the trigger, an orange blur passed right in front of him and sliced his weapon in half. The next thing he knew, he had a katana right against his neck and a furious Sunset Shimmer staring right at him; waiting for an excuse to cut his head off.

"You DO realize that this is a felony, right?" he said; trying to sound intimidating.

"You DO realize I don't give a fuck, right?" Sunset responded; pressing her blade even closer.

"HEY, WHAT DO YOU THINK YOU'RE DOING?!" yelled their father as he came running down the escalators. He was heading straight for Sunset, but two gunshots at his feet from Adagio was enough to stop him. Everyone else was in shock and couldn't believe the actions that were being taken right now. Twilight looked around at the shocked looks on the people's faces, specifically those from her neighborhood. She wondered just how many of them felt the same way as her brother. How many of them wanted to do harm to Spike's parents simply because of what Suri did? She remembered the looks and harassments the entire family was given for that whole year; even after Spike was proven innocent. Even her own mother, even though she never participated in the harassments, believed Spike was some kind of monster. She couldn't even bring herself to look at her, or the rest of her family right now.

"Button, where's Spike?" she asked.

Twilight's question answered Shining Armor's own. Spike was indeed alive and was here in the building. "He's with my mother in the food court." he answered; rising up from the floor. Twilight instantly started to make her way over there; ignoring the calls from her father and brother. Velvet didn't say anything; just looked at her son with heartbreak written on her face before following after her daughter.

Shining himself wanted to move, but with a katana right at his neck, that was an impossibility. He glanced over at Spear Head who couldn't believe what he'd done. They were both police officers; sworn to protect and serve, not murder citizens. "Why?" he asked. "Why would you.....HOW could you?!"

"Let me answer that." Rarity said; still fighting the urge to put a bullet in him.

****************************

Cream was sitting in the middle of the food court holding Spike's non responsive body in her arms. Upon seeing his parents dead in front of him, Spike went into a type of shock that caused him to just completely shut down. She had only seen something like this once before, during her early days as a nurse. It was a child and a heart breaking moment as she and the others tried their best to help him. As she held Spike, she could only just apologize to him over and over.

"SPIKE!" screamed Twilight. Cream lifted her head to see Twilight heading over to her as fast as she could. Seeing Spike laying in Cream's arms, staring off into space caused her to fall to her knees. "W-What's wrong with him?"

"Seeing his parents dead put Spike in a state of shock." Cream explained. "I did everything I could, but he won't come out of it." Twilight scooted closer to Spike where she placed both hands on his face to look at him. There was nothing in his eyes, just a dead void as he laid there. Twilight called out to him, but he didn't respond. She continued to do so while shaking him repeatedly; almost screaming for him to say something, but nothing happened. Twilight then pulled Spike out of Cream's arms and into her own where she held him close and broke down crying. This was what she was afraid of. Her brother took everything away from him, and now he was left with nothing. Velvet slowly walked to her daughter to place a hand on her shoulder, but Twilight jerked away and looked at her with nothing but pain, anger, and hatred in her redden eyes. She didn't say anything, she didn't have to, her facial expression said it all. She blamed everyone for this happening, her mother included. Velvet slowly took a few steps away from her daughter just as Cream slowly stood up. She started to walk away; going right pass Velvet without even looking at her before coming to a stop. "J-Just leave them alone." she said in a shaky whisper before continuing onwards. Velvet stood there for a few more seconds before she finally walked away; leaving Twilight alone with Spike.

****************************

To say there was extreme tension in the area would been a major understatement. As Rarity was explaining the entire situation about Spike to Spear Head, all of the survivors who were saved by his parents all moved to one side while everyone from his neighborhood remained where they were. The survivors were all appalled at everything they heard, especially about how Shining killed the two people responsible for their safety. Shining didn't even try to deny what he did, in fact, he took pride in it. For too long, the people responsible for raising these monsters have never faced any kind of consequences for how they raised them. May they be mass shooters, terrorist, or rapists, they're the ones that brought them into this world, so they should face justice. That was Shining's reasoning, and argument once Rarity was finished. That just added even more fuel to the fire as he also refuse to believe that someone would lie about being raped. No, no, if they say it happened, then it must be true, no matter what.

Spear Head was at a lost for words. To think that his closest friend was actually trying to justify murdering two people over something that most probably didn't happen. Spear wasn't going to act like he knew Spike, because he didn't. In fact, everything he knew about him was through Twilight, and based on how she talks about him, there's not an evil vein in his body. Looking over at Rarity, a thought started to enter his mind, what happens now? The whole reason they traveled this way was to get everybody to safe area, but after what just happened, will they even want to? He wasn't the only one thinking that as those from the neighborhood as well as the other survivors had the same thoughts.

****************************

Twilight sat with Spike in her arms; only the sounds of her sniffling filled the area. "It's not fair." she whispered. "Why, did this have to happen? Why to you of all people?" Pulling his head in between her breasts, Twilight held him tight. "Spike....please....say something." Just as she was about to start crying again, she heard a soft groan coming from Spike. Looking down at him, the first thing she saw was Spike's eyes blinking as though he was waking up from a dream, but this WAS no dream.

".....ie......" he mumbled.

"W-What?" she spoke up.

"I....wan....ie...." he groaned. Twilight had no idea what he was trying to say. It was only when she moved in closer did she fully understand him. "I...want...to...die." Twilight felt her heart sink. "Let....me....die."

"No." she said; holding him even tighter.

"They're....gone. I have....nothing now." he said. "They won."

"You're wrong, they didn't win!" Twilight argued. "You have me, Spike! You still have me!" The tone in his voice said it all. Spike had given up on living, and who could blame him. Everything was taken from him. His parents were all he had left, and now they were gone. Twilight tried her best to console him, but her words were falling on deaf ears. Her display of sadness was soon turned into anger; anger towards her brother. She wanted to leave, and unleash and untold amount of hell on him, but didn't want to leave Spike alone; especially while he's like this.

****************************

Shining Armor was handcuff to the gate of a department store and stripped of his weapon. He made an attempt to break free, but to no avail. "YOU CAN'T DO THIS!" he yelled. "I DID WHAT NEEDED TO BE DONE!"

"You murdered to innocent people." Rarity said coldly.

"They gave birth to, and raised a rapist, I definitely wouldn't call them innocent." he said.

"You were in the courtroom, witnessed every piece of evidence that was shown, and you still believe her lie?" Rarity asked.

"She didn't lie, girls never lie about stuff like that." he argued. "Just because that court found him innocent doesn't he is."

Rarity knew there was no point in even talking with him anymore. He's the kind of guy who'll believe what the supposed "victim" will say and nothing will change his mind; even if there's evidence to the contrary. She turned to walk away from him; making her way back to the others who were wondering on what to do next. "So what now?" asked Aria.

"I say we just leave them all here." said Thunderlane. "At least, the ones who were in on it at least."

While the others were in agreement, Rarity crossed her arm and sighed heavily. "No." she said. "We came here to help as many people as we could, so that's what we do." Rarity would've loved nothing more than to abandon Shining Armor and all those who were in on it to their fate, but that would go against everything her father taught her. "So here's the plan, a small group will head over to the nearby transit station and see if there's an extra bus we can use." she explained. "Then, from there, we take the backway to the airport."

"Makes sense." said Sunset. "If we go through the city, there's a good chance we'll be attacked. So how small of a group are we talking about?"

"The group will need to be at least three people." Rarity continued. "No more, no less. If you there's no buses there, then we'll have to find some other way."

"Another thing, assuming there IS a bus there, the noise it'll make will definitely attract those zombies." Button added. "Meaning, we'll have to fight them all off before getting everyone outta here. So which one of us is going?"

"Thunderlane and I will go." Flash answered. "And we'll take that Spear Head guy with us; he seems to want to help out. Besides, I think it's best you guys stay here and look after Spike; who knows what's going through his head right now." A feeling of hopelessness washed over everyone. Spike was suffering an unimaginable pain right now, and they had no idea on how to help him. They just knew that right now, leaving him alone would be a bad idea.

"So, have you all decided what you're going to do?" came Spear Head's voice. The cop walked up to the group wondering if the plan was still on, but to be honest, he wouldn't blame them if they refused to help; seeing what happened to their friend and all.

"Perfect timing." said Flash. "You, me, and Thunderlane are the ones heading out."

"We should go right now while it's still daylight." Thunderlane suggested. With a nod, and sigh of relief, Spear Head followed the group towards the entrance where he, Flash, and Thunderlane took a step outside.

"We'll make sure there's someone by the door when you get back." said Rarity. "Be careful you guys." With a thumbs up from Flash, the trio were off towards the station. As they continued to watch the trio walk off, Shining Armor continuously made attempt after attempt to get free; only stopping once he noticed someone walking up to him; his mother.

Velvet simply looked down at her son with a disappointed look on her face; though it was mostly at herself. She wondered where did she go wrong, she never raised him to be like this. He used to be caring of those around him, so what caused this dramatic change? Before she could continue with her thoughts, her husband soon walked up towards the two of them. He wanted to set his son free, but couldn't even if he wanted to. Spear Head had the only key, and he was no where to be found. On top of that, there's no telling what Rarity and the others will do.

"Don't look at me like that." Shining said to his mother. "You hated them just as much as everyone else."

"I never hated them, and I never wanted them dead either." she said. "Yes, I believed that lie, just like you and everyone else did, but you took it too far, Shining!"

"Not far enough." he said. "Spike played us; he played everybody. Making us think he was this innocent angel when in actually, he's nothing but a cold and calculated rapist. Why can't you see that?! Why can't you see that we live in a culture that encourages this behavior, and something needed to be done about it."

"Do you really believe that Onyx and Sapphire deserved to die, just because of an accusation?" she asked.

"They raised a rapist, mother." he argued. "They brought that MONSTER into this world. All three of them deserves to be taken out!"

"Then I guess, I deserve death as well." she said with pain in her tone. "Because I gave birth to a murderer." Shining said nothing; his mother's words piercing him. He could only look on as she slowly turned her back towards him and walked away.

Chapter 23

Flash, Thunderlane, and Spear Head had just made it out of the parking lot; truly realizing just how massive it really was without anybody really being here. "The station should be just up ahead." said Spear. Not one second after he said that, the trio instantly saw an entire horde of zombies right in their path. By the looks of it, there appeared to be at least 20 or 30 of them either standing around, or walking aimlessly. "Shit." Spear said; placing and hand over his gun. Thunderlane stopped him from pulling his weapon out by grabbing his arm. "What are you doing?" he asked.

"The noise from your gun will cause them to attack." he said. "Let us handle it." Both Thunderlane and Flash took point before opening fire on them; making sure each shot hit them in the head. Spear was amazed at how fast they were able to take out most of the zombies. The trio started to move forward while shooting any undead creature they came across. "Okay, so remind me again why I can't use my gun, but you two can." Spear wondered.

"It's because these things react to sound." Flash explained. "Wherever the noise is coming from, they migrate towards it, and attack."

"So they know where we are just by whatever noise we make?" Spear asked. "You're saying they're blind or something?"

"Yeah, pretty much." Flash answered. After clearing a path. they made it to a three way intersection where they witness even more zombies in the middle of the street. The number of them were more than they could count. They would most definitely be overrun if they somehow triggered them. "Please tell me it's not down here." Flash said.

"Don't worry, it's not." Spear reassured. "It's the next street over." They continued down the main road with the sounds of nearby zombies being the only thing they could hear. Thankfully, the next street over didn't have much of the undead in the way, but it did have a number of parked cars. Cars that looked as though their alarms would go off just by walking passed it. Now, of course, there's no way of knowing if any of them had alarms, but the three guys have seen enough scary movies to not to take any chances; especially when the movies are now real. Staying in the middle of the street, they carefully walked; avoiding any and all parked cars as well as whatever zombie was wandering about. Flash and Thunderlane refused to use their weapons due to the possible of a stray bullet smashing a window, setting off an alarm, and royally screwing them over. As the transit station was coming up, there was a feeling of nervousness that had washed over them; each one wondering if there even was a bus there, and if not, what next?

Before long, they finally made it to their destination, only to be stopped upon witnessing the building being overran with the undead. There was literally no way to get around them except fight their way through, however, that could be a problem due to the fact that there's so many of them, and one wrong move could cause disaster for Spear. "Great, now what?" asked Thunderlane.

"You said that these things react to sounds right?" said Spear before he picked up a rock. "Let's see if this works." Taking aim, he threw the rock as hard as he could into the window of a building next to the station. The sound of the glass shattering triggered the zombies, and slowly but surely, they all started to moved towards the location. "Wow." Spear said in amazement.

"Lets move in and take care whoever's left." Flash suggested.

****************************

Twilight was able to get Spike out of the food court and bring him into a furnisher department store. She laid him down on one of the beds and made sure he didn't have any weapons on him; in case something happens and she needs to leave him alone. The last thing she wanted was him to take the opportunity to end his life; something he expressed wanting to do earlier. Spike laid in bed as though he was a lifeless doll as Twilight moved to laid next to him; wrapping her body around him. There was nothing flowing his mind, nothing except the thoughts of him now being an orphan all alone in the world, and the need to just want to die. It broke Twilight's heart seeing Spike like this; seeing the dead look in his eyes was more she than she could take. She wanted nothing more than to confront her brother and make him pay for what he did, she wanted to go off on her parents as she was sure they had a part in it, but most importantly, she wanted to take away the pain Spike was in right now. She thought about one way of at least getting him to forget about it, but that act wouldn't be appropriate; especially right now. All she can do is just be here like this for him.

Slowly, she moved her hand over his to hold it, but didn't expect that he would give it a squeeze. This made her smile a bit as Spike at least knew she was with him. "Hardware....store." he said; catching her attention.

"W-What?" she asked.

"I...have to go to the hardware department." he said. "I can't.....leave them like that."

"What are you gonna do?" she wondered.

"I'll.....bring them home." he said. Spike slowly moved to sit up along with Twilight. The poor guy was emotionally and mentally drained and looked as though he could barely move. In fact, the second he stood out of bed, he fell to the ground. Twilight shouted his name and quickly went to his side to help him back onto the bed. Spike tried to move once again, but Twilight pushed him on his back. "I have to....." he started.

"No, let us do it." she said; referring to the others. Twilight didn't want Spike to go through anymore pain than he's already going through right now, so the least she could do was take care of his parents herself. However, she knew that Spike would still make an attempt to go to them, she grabbed his hand and wrapped her pinkie finger around his. "Promise me you'll stay here, and wait till I come back." she said. Spike wanted to make another attempt to leave, but was not in a position where he could. Twilight had him in a pinkie hold where he now had to make a promise to her and not break it. This remined him of an only friend of theirs from middle school. She was extremely serious about making and keeping promises, and had a tendency of popping up randomly from who knows where whenever someone was about to break one. Spike wondered whatever happened to her. They haven't seen nor heard from her since they graduated middle school. Looking Twilight in the eyes, Spike gave a nod which earned him a small peck on the cheek. She gathered up everything and started to make her way to the front. Setting everything behind the front desk, Twilight went over to some the other beds and pulled the sheets off them before finally walking out of the department. It was then she ran into Rarity and the others who were confused as to why she was in a furnisher store.

"Guys, I need your help." she said.

"With what, and where's Spike?" Button asked.

"He's laying down inside." she answered. "He wants to bring his parents home, but he's in no condition to move right now."

"Say no more, what do you want us to do?" asked Sunset.

"We have to cut them down first, then find a vehicle big enough to place them in." she said. "After that, help Spike bring them home where i'm sure that's where he intends to bury them."

"I'll head to the hardware department." Button suggested before heading out.

"Cream, you mind staying with Spike for a while?" Twilight asked.

"Of course, Twilight." she answered before heading inside.

"Now, let's just wait until Button comes back." Twilight said.

****************************

The group gathered outside with all the girls appalled at how Spike's parents were chained to the pole as if they were some kind of display item. It made Twilight want to go back inside and unleash all kinds of hell on her brother, but for now, she'll have to put that on hold. Button, having found a pair of bolt cutters, started to cut the chains off their bodies; Sunset and Adagio catching them before they hit the ground. With them now free, the girls moved their bodies to lay down on the bed sheets where they started to wrap them up. As the girls were doing that, Button noticed a van nearby. He set down the cutters and hurried over towards it where he checked to see if it was unlocked. To his shock, it was, but not only that, the keys were still in the ignition. He took a quick look around to see of there were any of the undead around, and with the coast being clear, turned the ignition. With the van running smoothly, he started to slowly drive it over to the others; though he did jerk it a bit. Button didn't really learn how to drive right, so this was new territory for him.

Eventually, he made back to the others and opened the side door; telling them they could place Spike's parents inside. With both bodies tightly wrapped up, they started to move them. First, placing Spike father in the back seat, then going after his mother, and setting her in the middle seat. Now all that was left to do was get Spike and transfer them home. The only problem is, there's only enough room for two more people, and that's the driver and the passenger. "Thanks for the help guys, Spike and I will take from here." Twilight said.

"Hold on, Twilight, we're coming with you." said Adagio.

"No, you guys need to go to with the others and make sure they make it safely to the airport." she said. "Remember, we're the only ones with the means of protecting them in case they're attacked."

"She's right, some of us should go with them while the rest help Spike." said Sunset.

Adagio clearly wanted to stay and help Spike, she WAS indebted to him after all. If it wasn't for him, who knows what would've happened to her back at Cranky's shop. Seeing that she really wanted to be there for Spike, Sonata walked up next to Adagio and placed a hand on her shoulder. "It's okay." she said. "Aria and I will protect everyone on the way to the airport, and we'll take Thunderlane and Flash with us."

Reaching into her pocket, Rarity pulled out a special cellphone her father gave her. "I'll call my father and let him know of the situation." she said with a heavy sigh. "I can only imagine how he'll react once he find out what happened."

****************************

Velvet had walked away from her son; holding back her tears as much as she could. She blamed herself for Shining doing what he did. She felt that if she'd gotten there sooner, she could've stopped him, or better yet, if she had just stopped and listen when the accusations first started, she would've noticed the holes in the story immediately, and would've been able to convince him back then. Her husband, Night Light, tried to talk to her, but she just brushed him off. He was just as bad as Shining was, maybe not to the same extent, but still pretty bad. He said a lot of pretty hurtful things towards Spike when the whole mess started; even going so far as to threaten to kill him if he ever came anywhere near Twilight. She still remembered the look on his face when the full story came out, just like his son, he refused to believe it, and thought Spike was guilty of something, though deep down, he knew he was wrong. But the one thing that really made her disgusted, was that the next day, after Shining killed them, Night Light kept pestering her for sex, to which, she eventually agreed to. Her son had just murdered her former friends, and there she was, secretly making love to her husband as though nothing happened. It was one of many acts that would continue to haunt her.

Velvet didn't even know why she was heading towards the food court anyway. Maybe it was because she knew that's where Spike and Twilight were, but why head there at all. She knew her daughter hated her, and nothing she could say to Spike could ever take back what was done to him. Before making it to the food court, Velvet stopped and found herself standing right in front of the furnisher department. She didn't know why, but something told her go right in. She did so; not knowing what she was gonna find in there. She made her way towards the middle of the store where she saw Cream laying in bed while holding Spike against her massive chest. Cream noticed Velvet standing there, but didn't say anything. It wasn't until Spike took his face from between her breasts that she did. "Spike?" she said in a soft tone. Slowly, Spike turned to face Velvet; as though he knew she was there. Velvet's eyes widen as she looked at Spike. His eyes were deeply redden; as though he had just finished crying. Velvet could truly see the damage that was caused to him; damage not just her son, but she and everyone else had caused. Placing a hand over her mouth, Velvet couldn't hold back all the pain and regret she felt; slowly dropping to her knees. "Oh, God, Spike, I'm so sorry."

****************************

Flash, Thunderlane, and Spear made their way around the the station; taking out whatever zombies in their way before coming across a large transit bus. The trio couldn't believe their luck as there was one still here, but of course, there was a problem. It was locked, and there didn't appear to be a key inside, so that only left one place to look. "It never gets easy, does it?" asked Thunderlane.

"Let's go." said Flash.

The building itself wasn't all that big, just two levels. The trio figured there'd be a lounge somewhere inside where the key might be. Walking inside, there was nothing by trash and debris everywhere. The place looked as though an earthquake might've hit, but instead, there were dead bodies, and a few zombies either standing around or walking very slowly. Flash made a motion; telling the others to keep as quiet as possible before moving forward. Up ahead was the reception desk. Hoping to try their luck, that's the first place they went. Thunderlane and Flash stood in front while Spear went behind and started looking; opening whatever doors he could and searching for anything looking like a bus key. He had to be careful, one wrong move, and he just might alert the undead. "Find anything?" asked Thunderlane.

"No, nothing." he answered.

"Maybe we should try the lounge." Thunderlane suggested. "Where you think it is?"

"Let's try here." Spear said walking from behind the desk. The trio made their way over to the left side of the building where they came across a hallway. Heading down it, there were more zombies in their way. Both Flash and Thunderlane make quick work of them; shooting all of them in the head and making a clearing. While moving forward, Spear took this time to check whatever door they came across; each one leading to an office room of somekind. It wasn't until they made it to the last door at the end that the finally reaching the lounge. Flash was the first one to take point and check for any of the undead. Once he realized the coast was clear, he motioned for the other two to enter where they quickly went to work. The trio searched everywhere they could for any signs of the bus key, but came up short. "You've gotta be kidding me." said Thunderlane. "It isn't anywhere in here."

"So that means, the only place it could be is.....with the driver." Spear said; placing a hand over his hand. "Whose either far away from here, or dead."

"Then there's only one thing to do now." Flash said before heading out. Thunderlane and Spear followed him as he headed back to the main lobby. Flash looked around for any of the dead bodies resembling a city bus driver before turning his attention towards the zombie. There was non inside, but maybe outside. When Spear threw that rock, most of them migrated over; hopefully they could catch up to them. Heading outside, the trio located the group of zombies with Thunderlane and Spear not knowing what Flash was planning. "Okay, Flash, mind telling us what your plan is here?" asked Thunderlane.

"I'm actually hoping that the driver was turned into a zombie." he answered. "That way we can search him for the key."

Keeping their distance, they looked through the horde of zombies for any signs of their target. Before long, Flash spotted him, but there was a problem. The zombie was right in the middle of the street surrounded by many others. From where they were, the only way to get to him, was to shoot their way through; something they were reluctant to do earlier. "He's right over there." he said. "Let's move slow and take out all in our way."

"Got it." said Thunderlane as he took aim. Both Flash and Thunderlane fired 1 to 2 shots into each zombie's head; putting them down while slowly but surely making their way through. Spear, though he wanted to help them, decided to stay behind. Though he had a gun, if he were to fire it, he'll just set all of them off. The two guys made sure to have each other's back as they made their way through the horde. Luckily for them, their rifles didn't set any of the undead off. When they were finally close enough, Flash put three bullets into the head of the zombie driver, while Thunderlane made a clearing. Flash quickly went to work; flipping the undead ghoul over and checking it's pockets. The sheer sight of seeing it up close made the poor guy want to puke, but he had to hold it in, at least, long enough to find what he was looking for. "Come on, where is it?!" he said. Flash searched everywhere he could and found nothing.

"Dude, you tried his back pocket?" asked Thunderlane.

"Not funny." Flash replied with an annoyed tone.

"It's where I put mine if I were him." he said.

Flash rolled his eyes before turned the zombie over. He searched both back pockets, and too his shock, actually found what he's been looking for. "See, told ya." Thunderlane gloated.

"Yeah, yeah, gloat later." Flash said standing up. "Let's get outta here."

Thanks to the path they made, the two of them were able to get back to Spear rather quickly. From there they made their way back to the station. Now with an extra bus, they'll be able to get everyone out of the mall and to the airport, but they had to move fast, as soon as they start it up, every zombie within range will be alerted.

Chapter 24

Once it was decided that they were all going to Spike's home together, Button, along with Sunset, set off to find another vehicle in the parking lot while Rarity had contacted her father. Twilight kept her eyes on the van holding the dead bodies of Spike's parents; blaming herself for what's happened to them. Truth be told, there was nothing she could've done. Her brother would've either killed them anyway, or gone after Spike, or worse, the whole family, and all for his perceived vision of justice.

"I just got off the phone with my father." Rarity said as she approached Twilight and Adagio.

"What did he say?" Adagio asked.

"He's not happy, and my mother's devastated for Spike." she explained. "Right now they're in the middle of getting the other survivors out of the city, but he has a special plane set aside for us. I told him what we're going to do, and he said they'll wait for us."

"I wonder what's gonna happen when they see your brother?" Adagio asked.

"I don't know, and I don't care." she said. "He stopped being my brother the second he pulled that trigger." Twilight didn't want to talk about her brother anymore and wanted the subject to be changed. She got her wish as a truck slowly started making its way over towards them; parking next to the van. Button and Sunset had found what they've been looking for, but the looks on their faces were concerning to the others. It was as if they'd seen something they either shouldn't have, or didn't want to see.

"What wrong?" asked Twilight.

"Zombies. Hundreds of'em." Button answered.

"They appear to just be wondering about, but I wouldn't rule out them making their way here." Sunset added. "Especially since we drove this truck here."

"Okay, let's head back inside in case they make their way over." Rarity suggested."

"Wait, what about Thunderlane and Flash?" asked Aria. "How will they make it through?"

"There's too many zombies for them to even try, at least from where we saw them." Sunset answered. "They'll have to find some other way to make it back." Gathering their things, the group began to make their way inside while at the same time on the other side of the mall, the survivors all noticed the horde of zombies gathering outside. It looked like an ocean of the undead flooding the streets and slowly but surely, washing up into the parking lot. This caused panic to begin to rise up amongst them as the backed away from the entrance and quickly looked for things to make a barricade. Outside, the horde seemed to be growing by the second; like in a video game where hordes of enemies seemed to just spawn out of no where with no end in sight. They were just roaming about; bumping into one another with no particular direction. As they are now, they're harmless, but all it'll take is just one bit of loud noise to set them all off at once, and that was just one side of the mall. The only area that seemed to be free of them was the northern side where the two busses are located, but who knows how long it'll remain that way.

****************************
Spike laid on the bed in between Cream and Velvet who were both holding him, or rather, nearly smothering him. His head was in between two pairs of very large breasts, and while it did feel nice, it was starting to get a bit difficult to breathe. Were they trying to comfort him, or were they doing this as a distraction to keep him from thinking about the horrific act that was done onto his parents? Maybe a bit of both, or maybe they didn't want him going off and extracting some kind of revenge against Shining Armor; not like he had the emotional strength to do anything anyway.

Spike shifted his body a little which caused the two milfs to move in closer against him. In doing so, they prevented him from possibly getting away from them, but at the same time, they were also starting to completely smother the poor guy. In order to breathe, Spike was able to lift his hand and place it on Velvet's breast; earning a gasp from her. She looked down to see Spike fondling her; not realizing that he was trying to breathe. "S-Spike." she whispered. Spike was able to move her breast over a bit so he could breathe, only for her to catch his attention by placing a hand over his. Time seemed to stand still once the two of them made eye contact. Spike wanted to tell her that it wasn't what it looked liked; that he only wanted to breathe, but Velvet didn't give him the chance to say anything. "Spike." she whispered. "If this is what you want, i'll let you. Just know....that i'm so....so sorry."

It took a few seconds for Spike to process what she was talking about, and when he did, wanted to pull his hand away, but she just held it in place. "What are you two doing?" asked Cream Heart. Spike jumped hearing Cream's voice which caused him to give Velvet's breast a healthy squeeze; earning him a gasp and a light moan from the older woman. Before Cream could say anything else, the voice of a man calling out to Velvet came from the store entrance.

"VELVET, YOU IN HERE?!"

Velvet gasped as that was the voice of her husband. Cream allowed her motherly instincts to take over and pulled Spike into a protective hug as Velvet moved out of bed. "I better go see what he wants." she said while fixing herself up. She traveled to the entrance of the store where she saw her husband leaving in a hurry. Getting the feeling that something might've happened, she hurried after him. Back with Spike, he was left wondering what the hell just happened. He knew that Velvet was sorry for what happened, but was she REALLY willing to just let him grope her like that? No way. That was just the guilt talking, it had to be. Spike knew just how much Velvet loved her husband and would never betray him like that. He continued telling himself it was just her guilty conscious getting at her until Cream spoke up. "Spike, why were you touching her breast like that?" she asked.

"I just wanted to breathe, that's all." he answered.

****************************

An ocean of the walking dead was the only way to describe the streets. Spear Head growled in frustration as no matter what road they took, they were stopped by these things. "I don't see why I can't just run these damn things over." he said.

"And risk flipping the bus over?" argued Thunderlane. "Look, over there, take that street." Thunderlane pointed towards an opening on the left side of the street. With it being the only area the undead haven't taken over yet, Spear turned the bus in that direction, which in turned caught the attention of the zombies themselves. Thankfully, they were too slow to catch up to them, but the trio were finding themselves moving further away from the mall. It seems like no matter where they went, they had no choice but to take a detour. "If there's this many out here, who knows how much is at the mall." said Flash.

"We need to get back, quick!" Spear said as he accelerated the bus. Just as predicted, the sound from the bus passing caused more and more of the undead to show themselves from where ever they were hiding. Spear took the next right and ended up on the freeway entrance. As they were going up, they were able to get somewhat of an areal view. "Can you see the mall?" Spear asked.

"No, just a lot of dead walkers." Flash answered.

"Keep a look out for it." Spear responded. "Hopefully, we're heading towards it." Making their way across the freeway, Spear started taking in all that he could see; planning and escape route for when they made it back here. They would have to move fast since it was late in the afternoon, and being out at night was the last thing they wanted. Up ahead, there was an exit sign with the name of the mall on it; letting him know that they were indeed heading in the right direction. The exit itself was half a yard away, but Spear noticed something else before merging to take it. There was another sign; revealing the way towards the airport. All he had to do was remember which route to take to the mall, then backtrack to the freeway, but that's assuming they wouldn't get stopped along the way. There were small groups of zombies in the street, but thankfully, it wasn't enough to stop them. In just a few more minutes, they'll be back at the mall. Spear could only hope that everyone's ready to move out by the time they got there.

****************************

Everyone at the mall gathered at the northern entrance where the buses were located as that was the only area where the zombies outside haven't occupied.....yet. "Is everyone here?" asked Rarity.

"I think so." Twilight answered; looking at the panicked looks on everyone's faces.

"What about your parents, Twilight?" Button asked. "I don't see them anywhere."

Twilight turned away from Button as though she was ashamed of something. "I don't care." she said coldly. After what happened to Spike's parents, it's understandable that she would want nothing to do with them, but Button couldn't help but think that maybe she should at least have some leniency towards her mother. Out of both of her parents, she seemed the most heartbroken of what happened; her father no so much. It wouldn't surprise Button at all if he played a part in it somehow. Okay, putting the thoughts of Twilight's parents to the side for now, Button was starting to worry about his mother. Sure, she was with Spike, but in the condition he's in right now, there's no way he could protect her in case these zombies somehow broke through the doors and entered the building. Twilight herself was starting to think about the same scenario and began worrying about Spike, especially since she's still in possession of his weapons. She wanted him close, but didn't want him anywhere near her brother, parents, or anyone else from their neighborhood; they've done enough damage to him. To be honest, part of her was hoping the zombies DID break in, and take every last of them out. "I better go check on Spike." she said. Rarity nodded and gave her the go ahead since she and the others pretty much got everything under control here. As she started to leave, Button wanted to go after her, but was stopped by Rarity who needed him to keep an eye on Shining Armor. The police officer had been trying to escape from his cuffs for a while now, and was afraid that he was close to doing just that.

****************************

Spike and Cream were no longer in the department store, and instead, walking towards the west end of the mall. Spike couldn't just remain in one spot, he had to move around, be active, hopefully it would take his mind off of everything that's happened, at least, that's what Cream thought. She remained close to Spike, holding his hand as they walked, and wondering just where he was going. There wasn't much in the west end, just a few clothing stores and an arcade. "Maybe that's where he wants to go?" she thought. Her guess turned out to be wrong as Spike released her hand and headed in the opposite direction.

"Spike, where are you going?" she asked.

"To the bathroom." he answered. Cream was about to say something, but Spike reassured her that he wouldn't take long. Leaving Spike alone in his state of mind was the absolute worst thing to do right now. Anything can happen in the little time he'd be in there, and wouldn't be able to forgive herself if he took his own life while on her watch. With a determined look on her face, she followed Spike to the entrance of the men's restroom and continuously called out to him to make sure he was okay. Each time Spike answered back; getting more and more annoyed with her. Soon afterwards, he came back out with an unamused look on his face. Cream ignored it then latched herself onto Spike's arm; happy that he didn't make that attempt. As the two of them started walking off, Spike heard a faint sound coming from the women's clothing store they were walking past. He thought nothing of it until he heard it again, and time, so did Cream. "What was that?" Cream asked.

"It sounded like a woman." Spike answered.

The pair remained right outside of the entrance when they heard the woman's voice again. It sounded like she was in pain or something, so the two entered; not knowing what to expect. Going deeper into the store, they could hear the woman's voice coming from one of the dressing rooms. It was loud grunts that started to grow in volume the closer they got. The dressing area had twelve rooms, and Spike and Cream slowly walked in where they heard the woman's loud voice one again. Walking over to the one room where the door was open, the pair peeked inside and both eyes widen at what they saw. Velvet being held against the wall with her husband's face buried in her neck while thrusting hard against her. The look on her face showed that she wasn't enjoying this very much as her eyes were sealed shut and gritted her teeth. "S-Stop.....w-wait....." she whispered, but a hard thrust from her her husband caused her to yelp. Velvet slowly opened her eyes, and a look of shock formed on her face once she saw both Spike and Cream looking at her. "N-no." she said.

"Shut up and take it." he husband groaned as he picked up the pace. "You wanted this after all." In a low whisper, she begged Spike and Cream not to look before released an unwanted moan. With a final thrust, Night Light's orgasm hit and he released everything he had inside of his wife. With a face a red as an apple, Cream grabbed Spike and pulled him away from the door. The two left the dressing area and hid behind the checkout counter where they remained for several minutes before they saw Night Light walking out. Velvet soon followed behind him; looking worn out. Her hair was a mess, her shirt wasn't buttoned at all, and she looked as though she could barely walk. She also had the look of shame written on her face as well.

"HEY, NIGHT LIGHT, YOU IN HERE?!" called a man from the entrance. Velvet quickly hid while her husband went to meet him. He was told that everyone's been looking for him and his wife and they need to regroup with everyone. When he asked why, he was shocked to discover that zombies have started appearing in the parking lot. Night Light pretended not to know where his wife was and lead the man away; giving her some time to get away. After they left, Velvet came out of hiding and looked around; knowing that Cream and Spike were still here somewhere. "He's gone, you can come out now." she called.

Both Spike and Cream came around from the counter; the awkwardness of the situation was intense. "I'm.....I'm sorry you had to see that." Velvet said looking away from them.

"Didn't look like you were enjoying much." Spike said bluntly; earning him an elbow jab from Cream.

"I.....I wasn't." she admitted.

"Did he.....force you?" Cream asked.

"Not....really." she answered in a way that caused Spike to not believe her. By the way her demeanor was, this clearly wasn't the first time this happened. He wanted to press the issue further, but was distracted by Velvet's very large breasts threatening to spill out of her red bra. It wasn't until he heard soft sniffles from her that he managed to tear his eyes away from her chest.

"SPIKE, CREAM, WHERE ARE YOU!" yelled Twilight's voice. All three looked towards the entrance, and though they didn't see her, they could tell by how loud her voice was that she was close.

"I'll go meet up with Twilight." Cream suggested. "Spike, you stay here with Velvet. The two of you should talk." Without giving Spike a chance to say anything, started to walk towards the entrance. Spike turned towards the middle aged woman and saw that her face was covered in her tears. Unable to hold in, Velvet threw herself at Spike; holding him close as she wept.

****************************

Cream walked out of the department store and looked around for Twilight, but didn't see her. Believing that she might've gone into one of the other stores, she decided to wait for her to come out. The wait was only about four or five minutes as she watched Twilight exit a department store right across from her. "Cream, there you are." she said. Twilight's excitement soon turned to worry once she saw that Spike wasn't with her. "W-Where's Spike?"

"Don't worry, he's with your mother in there." she answered; pointing at the clothing store.

"WHAT?!" she yelled. "YOU LEFT HIM WITH HER?!" Filled with anger, Twilight started to march her way over, but was stopped by Cream. "W-What are you doing?!"

"I know you're angry at her, and you want to protect Spike, but I think it's best that you let the two of them talk." she said.

"Why the hell would I do that?!" Twilight growled.

"Because she's torn up about it just as much as you are." Cream argued.

"I honestly doubt that." Twilight spat. She tried once again to make her way into the department store, but Cream grabbed her arm and held onto it tightly.

"Twilight, wait." she said. "There's something you should know." Cream was unsure how Twilight was gonna take hearing this, or if she'd care, but still, she needed to know about what Cream suspected was going on with her parents.

Chapter 25

After going into one of the dressing rooms to sit somewhere, Spike's eyes were focused on Velvet's large breasts threatening to burst free from their containment. She didn't even bother fixing her clothes as though it didn't matter to her if he or anyone saw her or not. Spike was able to tear his eyes away from her long enough to ask her a simple question. "How long?" he asked. "Your facial expression not only showed you weren't enjoying it, but that it clearly wasn't the first time between you two." Velvet's bottom lip quivered as fresh tears fell from her eyes.

"You have to understand....I-I can't lose it." she said in a soft tone.

"Lose what?" Spike wondered.

"My marriage." she answered. "We've....we've been having marital problems for the past two years. After the situation with you started, we had a massive fight. I don't know remember what it was about, or what started it, but when he said it's over between us, my heart shattered. I begged him not to end it this way; to stay and work it out, but he wouldn't listen. I started telling him all I was willingly to do anything to save our marriage, even having sex with him whenever he wanted; even if I wasn't in the mood to."

"And it's been going on like this ever since then?" Spike asked. Velvet nodded. "Velvet, did you two ever talk it out?" Spike asked and she shook her head no. "So it's just been sex whenever, and however he wants, right?" he asked and she shook her head yes. "I have one more question. Was he also involved in my parent's murder?"

Velvet remained quiet for a few seconds before speaking up. "I.....I don't know." she explained. "When your parents left to help other survivors I stayed behind. It wasn't until I started to get a bad feeling that I hurried after them. When I got there, they were already gone, and before I could say or do anything, Night Light grabbed my arm.....brought to a secluded area....and then......w-we....." That's when the sobbing started. "I'm...sorry, Spike....I....I'm so sorry. I...I knew you were innocent, a-and I should've spoken up, b-but a-all I could think about at the time w-was saving my marriage."

"I don't think it would've made a difference if she had spoken up or not." Spike thought. "Everyone, especially Night Light, already had their minds made up about the whole thing." Spike moved a bit closer to Velvet who then threw her arms around the young man as she cried. All of her griefs and regrets came out at once. She lost two good friends, her daughter hates her, her son is a murderer, and now the realization that her marriage was over long before the world went to hell.

****************************

Twilight stared at the ground after being told what Cream and Spike witnessed. She was dismissive of it; believing that it was just her parents having a moment with each other, which angered her more than she already was. It was just revealed that her brother is a murderer, and they go off and have sex somewhere as if they didn't have a care in the world. However, her demeanor changed when Cream explained how Velvet looked as though she wasn't enjoying it, and again, she was dismissive of it, until Cream explained how it looked as though something like this might've happened between them before.

"I saw the look on her face, Twilight, this has clearly been happening for some time now." Cream answered.

"Where is he?" Twilight asked in a low tone.

"He left with someone while your mother stayed behind." she explained. "I guess he didn't want anyone to know what they were doing so he's pretending to look for her right now."

What the hell is this? Is this someone's idea of sick joke? For an entire year, her father was adamantly against Spike for those false accusations against, only for him to be doing the very thing to his wife; her mother. Twilight's family was falling apart right in front of her.....no.....it's already broken with no chance of it possibly be repaired. Without thinking started to walk off; ignoring Cream's calls to her. Fearing that she might go and do something stupid, the school nurse followed after her; continuing to call out to her in vain.

****************************

Velvet's sobbing started to lighten up a bit, but her grip around Spike remained strong; holding onto him as though he was a lifeline thrown to her while she was in the ocean. "You okay?" he asked. Velvet shook her head "no" before pulling away from him. Sniffling and wiping the tears from her eyes, a thought entered her mind. "S-Spike? What are you going to do now?"

"Well....bring my parents home, first....." he answered.

"No, I mean....about Shining Armor." she interrupted. Spike didn't say anything, or rather, he couldn't. The truth is, he had no idea what'd he'd do, or if he'd be able to comprehend his actions. So many emotions were running through him right now, pain, anger, vengeance, heartbreak. All of which would push anyone to do the unthinkable; something Spike was considering, but for now, he needed to focus on one thing, and that was getting his parents home; Shining Armor would have to wait. Spike stood up prompting Velvet to do the same; not realizing that her shirt was still unbuttoned. Spike's eyes caught a jiggly melons and quickly diverted them. It was then Velvet realized that she was exposed and quickly turned to fix herself up; apologizing in the process. "We should get going." Spike suggested. Velvet nodded and followed after him. The two exited the from the dressing area and were about to make their way towards the exit, when they heard a male voice calling out.

"VELVET, YOU STILL HERE?!"

Velvet froze with wide eyes. It was her husband coming back for her. Who knew what would happened if he saw her; especially with Spike. Seeing the scared look on her face, Spike knew they had to hide somewhere, at least until Night Light left. The only place to do so was behind the counter. Grabbing her hand, Spike brought Velvet to the same place he and Cream hid earlier, however, as they turned the corner in their haste, Velvet tripped forward against him; causing the two of them to fall to the floor. Good news they were behind the counter and out of sight, awkward news, Velvet was laying right on top of Spike with her face dangerously close to his. She was about to move off him, but Spike pulled her in close to keep her still; whispering in her ear to keep quiet and not make a sound.

Night Light made his way to the dressing area and looked around for a bit; seeing no signs of his wife. "She's not here." he said coming out of the area. "Maybe she made it to the front with the others." Instead of leaving, Night Light went straight to the counter and leaned against it; not knowing that Spike and Velvet were right there on the floor. The two held each other tight, trying their best not to make a sound. If Night Light found them, especially like this, then who knows what would happened. To make matters worse, having a busty older woman on top of him, was starting to cause Spike's "little buddy" to begin to come to live.

"Goddammit, NO! Stay down, STAY DOWN!" he thought.

Velvet felt it rubbing against her and she covered her mouth as to not gasp too loudly. As a reaction, she slowly moved her hips in a circular motion; effectively griding against him. She was gonna moan if she didn't stop, but the problem was, it actually started to feel good. Spike grabbed ahold of her hips in an attempt to keep her from moving too much; anymore and they would definitely be noticed. The two heard the sound of a man calling out to Night Light and he called back. As the two men conversed, Night Light started to leave the counter. They could hear the voices slowly fade away, but to be on the safe side, they remained where they were until they were sure they were gone.

Many minutes later, the two emerged from behind the counter and sighed with relief that no one was here. They both made their way out of the store and started to walk out of the area, to where, who knows, but they couldn't stay here. Spike ended up looking down towards his crotch with an annoyed look on his face. "You and I are going to have a serious talk later." he thought. It wasn't long before they saw two people running in the direction of the north section. Spike knew that's where everyone was, and wanted to avoid going there; knowing that's where Shining Armor was. "Spike, over here!" came Twilight's voice. Both she and Cream approached them. "We have a problem, there's zombies on the east side of the mall, maybe the south side as well." Cream Explained. "Everyone is gathering at the north and waiting for Thunderlane and the others come make it back." Only one thought entered Spike's mind. Walking past everyone, he started to hastily make his way towards the food court. "Spike, wait." Cream called before following after him. Twilight glanced over at her mother before looking away from her. She didn't know what to say to her as she was still angry at her for the situation with Spike; believing that she played some part in it. Whatever the case, there were more pressing matters at hand right now.

"We should go." she said before going after Spike. Velvet didn't say anything, and followed after her.

****************************

Approaching the mall, Spear brought the bus to a complete stop a few feet away. He, Thunderlane, and Flash were all shocked at the ocean of zombies on the parking lot. "You've gotta be kidding me." said Flash.

"Not to worry, I believe this is the eastern side of the building." Spear explained. "I'll head around to the northern side. Hopefully, these things haven't occupied there." Taking the next street over, Spear drove the bus away from the horde, but in doing so, he captured some of their attention which caused the small group to walk towards the noise. Thankfully, when they made to the street, the bus was already too far away.

Spear took the next right and ended up on the main street that the took him towards the northern part of the mall. The trio were glad to see that the only things in the parking lot were the two city busses parked out in front and no undead creatures, but also knew it wouldn't be that way for long. "We're gonna have to move fast." Flash stated. "As soon as you park, we'll run in, get everyone out, and get the hell outta here." Spear quickly pulled up towards the busses and Thunderland and Flash hurried out. They didn't know how long a window they had, but the two boys ran towards the entrance and practically ripped the doors open. Inside, they saw everyone was gathered together, which made things a bit easier for them; they didn't have to run throughout the place finding everyone.

"WE'RE BACK!" yelled Thunderlane. "WE GOT AN EXTRA BUS, BUT WE NEED TO HURRY!"

Hearing his voice, Rarity took charge of the situation. "ALRIGHT EVERYONE, LET'S MOVE!" Leading the people towards the entrance, Rarity looked around for any signs of Twilight and the others, but didn't see anyone. Thunderlane lead the people outside and towards the busses; each one hurrying as fast as they could. Spear came out of the third bus to help with the evacuation; leaving it running. He entered the building and met up with Rarity when he remembered Shining Armor was still handcuffed. "What about Shining, we can't just leave him here." he said. As much as she wanted to, Spear was right, they couldn't, besides, her father wants to get his hands on him for what he did.

"Wait until almost everyone's out of here, then uncuff him." she said. "Besides, we'll someone to drive of the other busses."

Back outside as everyone was boarding the busses, one of the female survivors let out a loud gasp which caught the attention of others who were near her. Coming from the side of the building were at least 20 to 30 zombies. Slowly but surely, they were making their way closer to them. "Everyone, hurry and get on board!" Sunset said as she readied her weapon. In the blink of an eye, she made a mad dash towards the horde, unsheathing her sword and decapitating three of them at once. One was about to reach out to grab her, but was shot in the head by Button from long range. In an instant, a plan was formed between them. Sunset would attack at close range while Button would watch her six from long range. While they were handling that, the others continued to hurry everyone into the busses before anymore came.

Inside the building, Shining Armor was trying his best to get free; yanking on the cuffs to the point that he was about to break his wrist. "Stop, you'll hurt yourself!" said Night Light.

"Well what do you expect me to do?!" he argued. "Everyone's leaving, and i'm stuck here!"

"They won't leave you." Night Light reassured. "I just heard Miss Rarity tell Spear to come get you. He's on his way."

Shining looked around but didn't see Spear yet, at the same time, there were two other people he didn't see as well. "Where's Mother and Twilight? I don't see them anywhere."

"I didn't see them either, but then again, there were a lot of people here, so maybe their out in one of the buses already." Night Light answered.

"No.....they're with him." Shining growled at the realization. Shining began making another attempt to getting free only to be stopped by his father who didn't want him hurting himself. Soon after, Spear walked up towards them with both Sonata and Aria behind him. The two girls had their weapons ready in case something unexpected happens.

"Okay, Rarity wants you to drive one of the busses." he said as he went to uncuff him.

"What?! Why should I?!" Shining asked.

"Because if you don't then we'll leave you here to fend for yourself." said Aria. Night Light wanted to say something, but a death glare from both girls holding weapons with their fingers on the trigger kept him from do so. When Shining was finally free, he slowly stood up; looking at his father before turning his attention to Spear.

"My mother and sister aren't here." he said.

"Rarity sent Adagio to get them." Sonata said with venom in her voice. Shining Armor released a low growl; knowing that he was in no position to protest anything, especially when there were two girls standing in front of him holding assault rifles. With no other words being said, Shining and Night Light started to move towards the entrance.

****************************

Spike and the others made it to the food court where the first thing Spike did was run outside to his parents. To his shock, they weren't there. "Spike, wait!" Twilight called as she ran up behind him.

"W-Where are they?" he asked.

"Over here." she said in a soft tone. Taking Spike's hand she lead him over to the van where his parents lay; waiting to be taken home to their final resting place. Spike just stood there staring at the van while Twilight squeezed his hand; giving him what little comfort she could. It was surreal seeing his parent's lifeless bodies just laying there. Truth be told, Spike was still trying to process that they were no longer here.

"Twilight!" called Adagio; catching their attention. "Everyone's being evacuated right now, Rarity wants us to bring the vehicles around so we can leave when when they do." Cream and Velvet walked out behind her; having just been told of the plan. Cream opted to take the truck and suggested for Velvet to drive the van holding Spike's parents. Twilight was about to protest that, but Spike stepped in; telling her it was okay. They didn't have time to waste and moved to towards the vehicles. Cream and Sunset headed for the truck while Velvet and Spike got in the van with Twilight wanting to go with them, however, due to Spike's parents taking up the middle and back seats, she moved to sit in Spike's lap. The two vehicles started to move; driving around the mall towards the northern area.

When they finally made around, they saw the survivors nearly tripping over themselves as they rushed to get inside the buses while the zombies were being held back by Button and Sunset. The only thing is, there looked to be even more of them appearing from no where. They were going to be overran at this point, but Adagio got out of the truck and ran to join the fight. Twilight did as well, much to her mother's protest, while Spike couldn't really do anything since Twilight was the one who took his weapons from him. Believing they must be with Rarity, Spike left the van and ran inside the building. In doing so, he caught the attention of Shining Armor and Night Light who were already on one of the busses. Just seeing him caused the police officer's blood to boil. He wanted so bad to go in and finish what he started, but with the zombies closing in inch by inch, he knew he wouldn't be able to make it back in time, not to mention that Aira and Sonata would probably shoot him down before he even got to Spike. Night Light looked around for signs of his wife, but didn't see her anywhere. He DID however see his daughter fighting off the undead. Seeing his only daughter engage in something so dangerous caused the man to make an attempt to leave the bus to get her, but the amount of people entering at the same time preventing him from doing so.

Inside the building, Rarity was instructing the last of the survivors when she noticed Spike running over to retrieve his weapons before heading back out. By the way he was moving, she deduced that the situation outside was getting worse.

Spike ran back out and assisted the others in pushing back the horde that seemed to somehow still be growing in numbers. Sunset was right in the middle of it; using her superior sword skills to decapitate as many of them as she could in a single strike, while the others shot up the rest in she didn't get. Before long, the last few of the survivors entered the buses and Rarity gave them the go head to get out of here. As they started to move, Night Light yelled out, saying that his wife wasn't on board. One of the other survivors revealed that she might've gotten on one of the other busses, but something told him otherwise. It wasn't until the bus drove pass the van holding Spike's parents that he saw Velvet sitting in the driver's seat. As they passed each other, Velvet gave him a look that said she wasn't going with him.

She could hear her husband yelling out for her, but she just ignored him. Her marriage was all but dead, and she was tired of allowing him to abuse her in order to "save" it. She was going with Spike and the others; she owed it to him to at least give his parents a proper burial. As for making amends for everything, she was unsure if that was even possible.

Chapter 26

"Hey wait, what about Adagio!" Flash said as he took control of the bus; watching as Sonata, Aria, and the last of the survivors getting on board.

"She's going with Spike and the others." Sonata explained. "She'll meet us at the airport when their done burying Spike's parents."

Though both Flash and Thunderlane understood, they couldn't help but feel guilty as to not being able to be with the others, especially Spike, who need friends now more than ever, but the situation couldn't be helped. "Alright, next stop, the airport." he said.

****************************

Rarity watched as the buses started leaving the property. When they were a good distance away, she started making her way towards the truck. "Okay everyone, let's get the hell outta here!" she called. Spike and Button both took down enough zombies to make room for Sunset to run through. Button, Rarity, Adagio, and Sunset all ran towards the truck while Spike and Twilight headed towards the van. With everyone all loaded up, they started to drive off, with the van taking the lead, and they had to hurry, since it was late in the afternoon and it wouldn't be long until the sun went down. The drive back to the neighborhood was quiet, with Velvet was focusing on the road while Spike was thinking of his parents. Twilight didn't know what even say to her mother, she was still angry at her for allowing Shining to do what he did, but there's the issue of her father. After what Cream revealed to her, she made an attempt to locate him and find out what was going between them, but unfortunately, the zombies put a halt to that. The only one who could give her a definitive answer now was her mother, but she'll have to wait until later to bring it up; now wasn't the time.

Over in the truck, Rarity made a decision to halt planning their next move. "Looks like we won't be able to move out until tomorrow." Rarity said. "It's gonna be sunset by the time we make it to Spike's house."

"Spike." Sunset said in a soft tone. She couldn't stop thinking about him and what must be going through his head right now. He'd lost so much over the past year. If she she were in his shoes, she doesn't believe she could deal with it.

"Maybe we could stay at Twilight's place." Button suggested. "Either that or one of the other houses there."

"No, we stay at Twilight's." said Rarity. "It'll be best for Spike if he has some familiar faces with him."

****************************

Just like what Rarity predicted, it was sunset when they arrived in the neighborhood. It was eerie to say the least; knowing that all the houses were abandon and even looking like some people had broken into some of them. Spike stood at the front door of his house, almost hesitant to enter. Eventually, he grabbed the handle and opened the door; wondering why it was unlocked, but then remembered the footage Hondo had of everyone evacuating. His parents were in such a hurry, locking the door was probably the last thing on their minds. Still, before anything could be done, he needed a clean sweep of the house; making sure there wasn't anyone, or anything inside. Alongside Button, the two boys checked every place of the house before heading back outside and revealing that it was all clear. Now came the hard part, at least for Spike. Both of his parents were carefully removed from the van and carried inside the house. Heading upstairs, Spike lead everyone towards his parents' bedroom where they laid them together. Everyone stood in silence for a moment before one by one they started to leave until only Spike remained. He stared at the lifeless bodies of his parents before going over to them and undoing the sheets wrapped around them to at least free their hands. He placed his mother's hand over his father's and squeezed them together so they were holding. Taking one last look at them, Spike left the room; closing the door behind him. He was going to head outside to meet the others, but stopped to go into his room. There was something he needed to do first.

Outside, while the others waited for Spike, the sun had gone down and the street lights were coming on. While being out at night was the last thing they wanted, they didn't want to rush Spike. This was the last time he'll ever say goodbye to his parents so he should take as much time as he needs.

About 15 minutes had passed before Spike finally came out of the house; locking the door behind him with a spare key, and ensuring that no one was gonna get in. "Spike? Are you okay?" Twilight asked.

"Yeah....they're resting now." he said. "We should go." As Spike turned to leave, Twilight was about to take this moment to take his hand, but stopped in shock at what she saw. Both of Spike's hands were bloody, as though he was furiously punching something repeatedly. The others noticed it as well; especially Cream. The school nurse immediately confronted Spike on the matter.

"Goodness, Spike, what happened?" she asked.

"It's nothing." he said; wanting to drop the subject all together.

"It's not "nothing" when you have blood dripping from your hands." she argued before grabbing him. "I'll have to disinfect them before it gets any worse."

"Look, I told you, it's no......" Spike started, but stopped and froze up at the sight before him. Cream Heart, the school nurse, gave Spike a hard, angry stare. It was the look that had become infamous among the students at school. Word would spread that if you don't listen to what the school nurse says, she'll give you a look that will make you rethink your entire life choices, and was what Spike was looking as right now. All of his depression over his parents took a BIG back seat and now, he just wanted to get away from this woman.

"We're taking care of it.....NOW!" she said while gritted her teeth. Spike swallowed hard, and nodded while everyone else looked scared beyond belief.

****************************

"No one is immune to "the stare", not even Spike." said Button who just finished explaining what happened with Spike and Cream, along with the lore of his mother's ability to Adagio and Velvet. "It's like a special power she has. Once she gives you that look, you're compelled to do what she says, or else, face the abyss."

Twilight and Velvet's home was located right across the street from Spike's so the group didn't have to travel far. While everyone sat in the living room, Spike was upstairs with Cream and Twilight in her room; getting his hands treated. "So what now?" asked Sunset. "Should we moved out in the morning?"

"No. Let's give Spike a day at least." Rarity said. "He needs time to heal."

"I don't think he can fully heal after what he's been through." said Button. At this point, Velvet excused herself and went into the kitchen; hiding the fact that the guilt was eating at her, as well as one other thing.

Upstairs in Twilight's room, Spike was having his hands tended to by Cream who was surprised that he wasn't wincing in pain when she applied the alcohol. After cleaning his wounds, she started to bandage him up before looking up at him. There was hardly any reaction from him, and it broke her heart to see him like this. When she was done, she pulled him into a hug; reassuring him that he was wasn't alone and everyone was here for him. After that, she turned to leave; leaving Spike and Twilight alone. The pair sat on her bed in silence for while before Twilight scooted closer to him, wrapped her arms around his, and rested her head on his shoulder. She wanted to say something, anything, but knew that no what what she said, it wouldn't help. Just by looking at his hands she knew that he took his anger out on something; a wall perhaps? In any case, she wasn't leaving his side.

"You should go talk to Velvet." Spike said out of the blue. Twilight removed her head from his shoulder; puzzled as to why he would suggest that. Three seconds later, she remembered that Cream told her she and Spike had witnessed something between her parents, and considering when she met up with Cream, Spike was still with her mother, that meant he must know more of what was going on.

"I'll......i'll talk to her tomorrow." she said; looking away from.

"Twi....." he started.

"I'm not leaving you alone, Spike." she interrupted. "Not after seeing you do this to yourself." Twilight gave Spike's arm an extra squeeze, allowing it to come in between her breasts. Admittedly, Spike loved the feeling of Twilight's large chest against him, but he wasn't sure if he wanted to go any further or not; torn between mourning his parents and giving in to his desires. Twilight decided to make that choice for him; believing it'd be best to get his mind off everything, at least for a little while. She moved to slowly straddle his lap and wrap her arms around his neck. She gave him a soft smile before moving in to plant a kiss on his lips. When Spike started to kiss her back, she leaned into him; allowing him to fall back on her bed. She squirmed on top of him a bit while releasing a soft muffled moan as the kiss deepened. When Spike placed his hands on her waist she broke the kiss and slowly moved to sit up. The pair stared at each other for a short while before Twilight started to remove her top; revealing her luscious breasts threatening to break free from their containment. Spike's eyes were locked onto them; especially when they jiggled as Twilight tossed her top to the side before reaching around her back. She unclipped her bra and removed it; exposing her chest to him. She laid back down on top of him and captured his lips once again, to which, Spike's hands went to work; grabbing her round ass and groping it as their make-out session continued.

****************************

It was late in the night, and everyone was already fast asleep. Cream and Button took the guest room, while Velvet went elsewhere; refusing to even go into hers. The only other free room was Shining Armor's and no one wanted to even touch that room; especially after what he did. Instead, Sunset, Rarity, and Adagio decided to sleep in the living room. It was around 1am when Sunset suddenly woke up and looked around to see that Adagio was gone. She didn't think much of it at first, just that she might've gone to the bathroom, but curiosity started to get the better of her and she slowly got up; making sure as to not disturb Rarity. Sunset's first inkling was to head upstairs; believing that's where she might be. Once she made it to the second floor, she saw Adagio, kneeled down next to a door with a small crack in it.

As she started to make her way over, Sunset heard the feint sound of springboards. Instantly, she got a feeling of deja vu; bringing her back to when she and the others took refuge in a random home and she ended up catching a peek at Twilight and Spike. Adagio noticed Sunset coming up behind, but didn't say anything. Her face was flustered, as red as an apple, but she couldn't look away. When Sunset took a peek at what she was looking at, she gasped as her deja vu feeling intensified. The two girls watched as Twilight and Spike had sex in her room, with Spike on top of her taking full control while she gripped the sheets and sealed her eyes shut. Twilight seemed to be trying not to moan, but a few still managed to come out.

"W-We shouldn't be spying on them like this." Adagio whispered. "But I......I can't look away."

Sunset didn't respond as she was too focused on the scene in front of her. As if her body was on auto pilot, she brought her hand up to her breast and begin to fondle it; softly biting her lower lip as she imagined herself in Twilight's place, just as she did before. She didn't even realize what she was doing until she let out a soft moan and spoke Spike's name. Fortunately, neither Spike nor Twilight heard it, unfortunately, Adagio did. Adagio looked up at Sunset who quickly turned away from her; embarrassed at her action. Adagio didn't even have to ask, it was written all over Sunset's face. She wanted to sleep with Spike, despite knowing that he has Twilight. She was about to say something, but a moan from Twilight caught both of their attentions.

Spike had increased his speed a bit as he wanted to see Twilight's breast bounce, however in truth, he was coming close to the end. Twilight was as well as she squirmed underneath him. "Spike, i'm gonna cum." she whispered with tears in her eyes. She made the attempt to hold out for as long as possible; wanting the two of them to cum together, but sadly for her, she couldn't. "Oh, it's happening, it's happening!" she in a loud whisper that Adagio and Sunset were able to hear. "I'm gonna cum, oh, i'm cumming!" Twilight's teary eyes sealed shut and she gritted her teeth as her back rose off the bed due to her orgasm. Her pussy clenched tightly on Spike that he let out a groan and released inside of her; both of them trembled in place before collapsing onto the bed panting heavily. "Lets....do it again....round 3....when your ready." Twilight panted.

"Sounds....good." Spike replied.

Nothing more was said between the two of them besides their heavy breathing. As they laid together, Twilight slowly opened her eyes and stared up at the ceiling for a while before turning her head and seeing that there was a crack in the doorway, not only that, but someone was there. Her eyes widen as she came to the realization that they were being watched this entire time. Why was there a crack in the door anyway? Didn't Cream close it all the way when she left? Twilight started to turn towards Sunset and how she caught them in the act last time. Was she out there right now? Was she watching them again. Now that she thought about it, Sunset HAS been looking at Spike weirdly since then. Does she want Spike as well?! These thought's plugged Twilight's mind so much that she didn't realize that Spike was ready for the third round until he nearly pulled himself out of her before thrusting back in. Twilight's eyes widen and she let out an audible gasp; her back arching off the bed as a familiar sensation washed over. Spike didn't give her time to react and immediately began thrusting once again.

In the hallway, Adagio and Sunset watched on as Twilight and Spike started their third round. Once again, Sunset started to fondle her breast just as her breathing got heavier; nearly being sent over the edge the second she heard soft moans coming from Twilight. Unable to take it anymore, Sunset took two steps away from the door and started to hastily make her way down the hallway. "Where are you going?" Adagio asked. Her question was shortly answered when she saw Sunset disappear into the bathroom and locked the door.

Back in the bedroom, Twilight continued to hold Spike close to her as he moved against her. "Spike, not so hard. I'm still sensitive from earlier." she whispered. Spike responded by slowing down his movements a bit. They continued this way for a while before Spike started to pick things up a bit as they both were reaching their peak again. Twilight squirmed underneath him, and attempt to hold back a much as possible just like before, but found herself giving in and cumming right along with him. Twilight moaned out his name just as he groaned; filling her pussy up with his seed. They both froze in place for a few moments before coming back down from their high. Right now, the pair were completely exhausted with Spike passing out on top of her. Twilight let out a giggle before turning her attention back towards the door. She was too tired to get embarrassed, so she just tightened her embrace around Spike and continued staring at the door until she fell asleep.

In the hallway, Adagio sat on the floor with her back against the wall blushing heavily as she tried to process everything. "Oh, God, that was hot." she whispered.

****************************

On the balcony of a rather large mansion stood a man looking out into the distance. He remained there for quite sometime until three men, part of a militia group, entered his office; one of them, the leader, making his way over to the balcony with an item in his hand. "Sir, as you requested." he said. "Here's the journal you requested."

"Excellent." he said as he turned around. Taking the journal, he looked through it's contents until he made it to a certain point; a dark smile quickly form on his face as he read through it. "That old bastard." he said with a chuckle. "I knew he'd have it."

"Have what, Sir?" asked the leader.

"The key to everything." he said. "Go now, I'll call you for your next assignment when it's ready."

"As you command, Neighsay." he replied before leaving. Neighsay watched as the three men left the room before going back to the journal. He continued reading it to look for some answers to a few questions he's been having for a while. After a few minutes of reading, he found what he's been looking for. "So, HE'S the answer." he said. "But the real question is, is he even still alive out there? He better be, or else everything will be lost." Neighsay closed the journal and looked back out into the horizon. "Whether it's fate, or a cruel irony, the fact that I now have to rely on that boy feels like some kind of punishment. Let's hope that he's not so weak he'll up and die as easily as his grandfather did."

Chapter 27

It was around 9:20am when Neighsay walked out of his house and confronted his militia. "There's a boy out there who may be the key to our survival!" he announced. "Whether he's still alive out there, is yet to be known, but that's where you come in! Your mission is locate his whereabouts and confirm if he's alive or not! No harm is to come to him whatsoever! Should you find him, just keep a close eye on him and wait for further instruction! Anyone who gets in the way, take'em out!"

"SIR, YES, SIR!" they shouted.

"You have your mission, NOW MOVE OUT!" he announced.

"SIR, YES, SIR!" they yelled before moving out on their assignment.

As they left, a curvaceous, middle-aged woman walked out of the building and right behind Neighsay; wrapping her arms around his and ensuring that her busty breasts were rubbing up against him. "What will you do if they find him?" she asked.

"Isn't it obvious?" he answered. "If the old man did what that journal revealed, then I can use his grandson to ensure my family remains on top. Especially now, since the entire world has gone to hell." Neighsay chuckled a bit before breaking free of the woman's grasp and placing his hands on her shoulders with a mischievous smirk on his face. "But never mind that, there's something more important I need from you right now, Spoiled Rich." Before she could say anything, Neighsay immediately grabbed at her large breasts; groping them and causing the woman to gasps from the shock. "My bedroom, now." he ordered.

****************************

"H-Honey Button." Cream whispered as her body jerked on the bed. "P-Please....hurry up."

"J-Just....a little....longer." he panted.

"Oh....Oh my God." she moaned. Early morning sex. There was just something about it that made it addicting. Button, hypnotized by his mother's oversized breasts bouncing like jello, increased his movements a bit if only to see them move more than what they already were. "H-Honey Button, I came three times already, mommy can't anymore. Please just cum." Three. Cream has had three orgasms, and Button wasn't any where near his first. It was getting to the point where she was about to lose consciousness, until she heard him say two words that brought her relief. "G-Getting close."

"Finally." she thought before moaning his name. In order to help speed up the process, Cream moved her hips upwards to meet his movements. Button, unable to help himself, placed both hands on his mother's oversized tits and squeezed them hard; marveling at his fingers disappearing into her flesh. He really started to make both her and the bed shake when he redoubled his efforts and really began to rail into her. "T-This is it." he groaned. Gritting his teeth and delivering a few more thrusts, Button finally exploded inside of her; making her squirm under him before falling on top of her. The pair panted heavily; especially Cream who was just glad it was finally over. She loves making love with her son, but damn, it shouldn't have taken this long for him to finish. Gathering what strength he could, Button moved in to kiss Cream. The room was soon filled with the sounds of them making out, with Cream releasing sexy humming noises. Sadly, for Button, this needed to come to an end. Cream broke the kiss and moved her son off her so she could sit up. "We should probably be getting dressed right now, Honey Button." she said. Button didn't want to get dressed, he actually wanted to continue making out with her. Cream could read his facial expression and knew what he wanted, but if she allowed it to happen, then it would quickly escalate, and she wouldn't be able to walk right when they were done. "Oh, don't make that face, Honey Button, it's not like we won't have sex again." she said with a wink. Button sighed with a nod and the two of them started to get out of bed.

****************************

Walking out of her room, Twilight made her way downstairs like a woman on a mission. She wanted to talk to Sunset about last night and what she saw. She knew she was watching them the entire time and wanted to know if she felt anything towards Spike. Twilight was sure Sunset thought of Spike in that way, or at the very least, just wanted to get in his pants. However, when she made it downstairs, all thoughts of finding Sunset went out the window when she saw her mother sitting on the couch in the living room. She was looking at a random news article that showed what was happening in the country. One city was completely taken over by the undead and labeled a "dead zone", clever title, but hey, that's the news for you, meanwhile other, smaller cities were barely able to fight against the horde. When Twilight made it over, the news segment revealed that Rarity's father was able to use his power to get people to safety, the problem is, being that it's the news, they made it seem like he was only saving other rich people when that was far from the case.

Velvet finally noticed Twilight standing next to the couch and muted the tv right as they were mentioning something about Prime Minister Harshwhinny and a possible decision to be made. "So, how's Spike doing?" she asked.

"He's.....resting." she said. There was a moment of silence between them before Twilight took a seat on the couch and looked at her mother. "Is it.....is it true?" she asked. Velvet looked at her daughter; confused as to what she was talking about. "Spike said.....he and Cream saw you and Dad....." she started, but was interrupted when she heard her mother's gasp. Looking over at her, and seeing her facial expression, Twilight knew there was some truth to what Spike had told her. Velvet looked away from her daughter, almost as if she was ashamed. With her hands slightly trembling in her lap, Velvet gripped her clothes as she prepared to reveal everything to her daughter.

****************************

Navigating their way through the freeway, Fleur and Rotor were coming upon the mall where Fleur believed her friend was. "Damn, there's a lot of cars here." said Rotor.

"Judging by how most of them look, the people were most likely attacked by the undead." Fleur explained. "Some were probably luckier than others."

The drive seemed like it was going to take forever, what with Rotor trying his best to avoid all the parked cars on the freeway. After multiple swerves, and near misses, the pair could see the mall in the distance, but the closer they got, the more their optimisms started to fade. From on the freeway, they could see what could only be described as an "ocean" of the undead. They completely covered the entire parking lot. As they were about to reach the exit, something inside the jeep started to go off. Fleur pushed a button on the radio and a screen came out from the compartment. On screen appeared Commander Bowhoof, and by the look on his face, something was discovered. "Sir, did something happen?" asked Fleur.

"Yes, actually." he answered. "Your last mission brought us some incredible information."

Rotor pulled to the side of the road so that they could get for info. "On the thumb drive, we've discovered that the professor was working on something, and my guess is that it has something to do with Neighsay. On the disk, there was a video of the professor destroying his lab and ranting about making a mistake working with that man. He also said something about his grandson being the key to saving mankind."

"You think his grandson might know something about it." Rotor asked.

"It's a possibility." he answered. "The thing is, we don't even know if his grandson is alive out there or not, but if he is, he may know something about what's been happening as of late. It's also possible that Neighsay may be out looking for him too. The boy's name is Spike, and if he's alive out there, you need to find him and bring him back to base."

"SIR!" they both saluted. The screen cut off, and Rotor and Fleur looked at each other; wondering on what to do next. They made it to their destination, but it's clear that no one was here, or to put it another way, no one in their right mind would even remain here with all the zombies around. "We better find a gas station." Rotor suggested. "Not much fuel left." Putting it in drive, they both drove off to find some place to refuel. As they made their way off the freeway, Fleur's mind started to wonder why that professor, let alone ANYONE, would work with Neighsay. Knowing that billionaire bastard, he probably swayed him somehow with either money or blackmail. The pair drove around the area for a while before coming up towards a gas station. "Finally, there's one." said Rotor. Taking a glance at Fleur, he could see that she was deep in thought. No doubt she was thinking about the professor and the new mission they were just given, or maybe, she was thinking about her friend whom she was hoping to find at the mall.

Pulling into the station, one of the first things Rotor noticed was the door wide open the interior looking as though an earthquake hit it. He got out of the jeep and went inside where the place was not only ransacked but there was blood smeared on the floor down some of the isles and on the walls. "By the way things looks, I'd have to guess that someone was bitten and either didn't know it, or just didn't care, and decided to take as many people down with'em as they could." he said.

"The latter sounds more believable than not knowing if you've been bitten." Fleur said as she walked in.

"Thought you were staying in the jeep." he said. "Since you were so deep in thought."

"I was, but it's so damn hot out there." she said. Heading to the back, Fleur grabbed a big bottle of water and started to drink it while taking in the full damage of the place. "Wow, they really did a number on this place, did they." she said. "Must've been some struggle." She made her way back to the front; noticing Rotor looking at her as she took another drink from the bottle. Apparently, a few streams of water fell into her cleavage and Rotor caught wind of it. Seeing that he was checking her out, she smirked and walked over to him with a devilish grin. "You know, i've been thinking.....maybe we should pick up where we left off when we were at the airport." she said in a flirtatious tone as she her way behind the counter; blocking any way to escape; not like he wanted to. "The commander didn't say we had to start looking for that kid right this second, so why don't take this time to unwind a bit." Setting the water bottle on the counter, Fleur grabbed her top and pulled it over her head; her luscious tits bouncing free as she tossed it to the side. Rotor swallowed hard as his commanding officer walked towards him and wrapped her arms around him. "C'mere." she said before pulling him in for a lustful kiss.

Pulling him to the floor, the pair quickly entered a make-out session, with Rotor placing a hand on one of Fleur's breasts and giving it a healthy squeeze. She moaned in his mouth and grabbed his shirt and attempted to pull it off him. Rotor broke the kiss and helped in the effort. With his shirt now gone, the two of them looked at each other for a while before continuing. One by one, the rest of their clothing were removed and Rotor positioned himself right over Fleur. The two of them groaned as he slowly entered. "Holy shit, she's tight." he thought before moving in and out of her. Fleur softly moaned his named as her body moved with his; especially her tits. Rotor's eyes were locked onto them and was only able to be pulled away when Fleur placed a hand on his face and guided him to look at her directly. She pulled him in for a kiss which gave her the chance to roll on top of him. With one hand on his chest, Fleur started bouncing up and down on him; tilting her head upwards with her eyes closed and moaning his name.

It wasn't long before Rotor felt her pussy begin to tighten up around him which was an indication that she was getting close. This was also made evident that she moved from bouncing to grinding. "S-Shit." she said. "I'm....cumming." Fleur pulled her hips back and stayed there for a while before moving them forward. When she did that, it hit her. Her eyes were sealed shut and she gritted her teeth as her body trembled. Rotor grunted once he felt her clench tighter on him. It nearly caused him to explode inside of her, but thankfully, he wasn't that weak.

After a few more seconds of riding on her orgasm, Fleur fell forward and rested on top of Rotor; panting heavily as she enjoyed the afterglow. Wrapping his arms around her, he used one hand to rub her back and the other to grab her firm butt. As soon as he believed that she was fully calm, Rotor rolled back on top of her. He wasted no time in moving in and out of her once again, only this time, he was in full control. Fleur squirmed underneath him as she tried not to moan too loudly. The last thing they needed was for the undead to show up while they were enjoying themselves, however, Rotor wasn't making it easy for her; taking one of her breasts into his mouth and sucking on it like a newborn baby. Fleur wrapped her arms around him and held him tight just as he increased his speed a bit. By the sounds of his soft grunts, Rotor had to be getting close to the end. Fleur suddenly let out an audible gasp which caused Rotor to chuckle; believing that he did something to cause that reaction when in fact, that wasn't the case. When Fleur opened her eyes, the first thing she'd noticed was that on the ceiling was a security camera. Seeing it up there had caught her off guard as she was now thinking that it was most likely recording them right now. When this was over, she'll have to do a thorough check....just in case.

"S-Shit...almost there." Rotor groaned.

Fleur held on as Rotor speed increased even further. She couldn't help but moan his name, as well as other sexy things, as her body was being jerked. Rotor could feel it, he as about to explode. He made a feeble attempt to prolong the inevitable, but eventually he had to concede defeat. With one finally thrust, he groaned and exploded inside of his commanding officer who then bucking her hips up a few time as this caused her to have a second, but smaller orgasm. Both of their bodies trembled as they held each other tighter throughout the ordeal. After a few more seconds of heavy breathing and light groaning, they finally started to calm down. Rotor slowly lifted his head to look Fleur in the eyes before moving in to kiss her. They made out for a while before Rotor moved off her. As they were getting dressed, Rotor noticed that Fleur was moving rather slow. At first he though she was tired from their little romp, it was until she looked back at him with a smirk he realized that she was doing it deliberately. She was giving him a little show.

****************************

The pair soon found themselves once again on the road, but not before Fleur did a thorough check in the back area. She checked to see if the security cameras were working, and lo and behold, there were; capturing both her and Rotor in the act. Naturally, she confiscated and destroyed the video. With that out of the way, she could now focus on the mission they were tasked with. Meanwhile, Rotor couldn't get his mind off Fleur and how amazing she felt. It's not everyday you get the chance to bang your hot superior officer; especially one as hot as her. Every now and then he would glance over at Fleur to check her out, just in time to see the movements of her breasts. "Eyes on the road, you." she said; catching him looking at her. "We won't be able to have fun again if you crash us."

"She wants to do it again?" he thought. "FUCKING A!"

Fleur could tell by the goofy smile on his face what he was thinking, but before she could say anything, the sound multiple helicopters started to fly by. Rotor slowed down the vehicle so that he could look up along with Fleur. "Those ours?" he asked.

"No." she answered. As the were approaching an over pass, Fleur made a hand gesture; telling Rotor to stop underneath it. He did just that, and the two of them got out of the jeep and made their way to the other side; being careful as to not be seen. With a pair of binoculars, Fleur was able to catch one of the choppers flying by, as well as who was in it. "It's the same soldiers we fought before." she said. "Neighsay's men."

"Didn't the commander say that Neighsay may be looking for this Spike kid?" he asked. "Think he might've found him?"

"Only one way to find out." she said while grabbing his hand. "Let's follow'em." With a nod, the two hurried back to the jeep and proceeded to follow the helicopters making sure as to not be seen by them.

Chapter 28

Twilight just sat there on the couch next to her mother as everything was explained to her. Her body trembled a bit as she took all that information in. "Why?" she whispered.

"I was willing to do anything, and everything to save my marriage." she said. "I thought.....I thought that if I let him....he'll....stay. I just wanted him to love me again."

Twilight she shot up from the couch and looked her mother in the eyes with pain in hers. She didn't have to say anything as Velvet already knew. Her husband no longer loved her, and was only using her for sex under the guise that their marriage could be saved, and with the world gone to hell, he was stuck with her. Velvet lowered her head, her heart broken at everything she'd lost; everything she tried so hard to keep. It was all gone. The pain was too much for her and just broke down; burying her face in her hands and sobbing all of her grief out. "OH, GOD!" she cried out as Twilight held her.

****************************

It was evening time when Spike managed to pull himself out of bed. He did what he wanted to do, and that was bring his parents home, but what next. The whole point of this mission was to find their families and make it to the airport, but his was gone. He had no one left in this world. "Spike!" came Cream's voice. She didn't realize it, but she was able to pull Spike out of the dark thoughts he was about to have with her voice. Before he had a chance to respond to her, she pulled him into a hug. "Are you feeling okay?" she asked.

"Hard to say." he answered. "Where is everyone?"

"Twilight and Velvet are in the kitchen, and everyone else are in the living room watching the news coverage." she explained. "It's not good. According to the reporters, more and more of those zombies are appearing by the second and the self defense force can barely keep up fighting them."

"The longer we stay here, the harder it's going to be later." he said. "We should move out."

"It's a bit too late to leave now." she said. "The sun's already going down."

Right as Spike was trying to figure out just long he stayed in bed, Cream embraced him once again; tighter this time. She believed he needed as much love and support now more than ever, but Spike was feeling a bit too much of it right now. He was starting to find it hard to breathe, though her massive tits did feel nice against his chest. "Oh, Spike, if there's anything I can do....." she said in a soft voice.

"Letting me b-breathe would be nice." he interrupted. With a slight blush, Cream released Spike from her hold. There was a very brief moment of silence between them before Spike spoke up. "Let's go downstairs." he suggested. "We need to figure out a way to get to the airport." As they both started to make their way downstairs, Cream took Spike's hand and held it. She was determined to let him know that he wasn't alone in this world, which was something he appreciated, but wondered what would be going through Button's mind if he saw the two of them like this. He, and everyone else, were sure that the two of them were having some secret mother/son relationship seeing as how close they were, but they had no evidence of such; not like he wanted to see something like that anyway.

When they reached downstairs, Spike was met with sympathetic looks from the others who had no idea what to say to him. "So...how bad is it out there?" he asked; trying to get everyone's minds off the subject of his parents.

"The city's overrun with either zombies or crazed gang members with nothing to lose." Rarity answered. "The only way to make it to the airport now, is to go around the city."

"So how do we do that from here?" asked Adagio.

"Take Starlight avenue to get back on the highway, then we can take Interstate 20." came Velvet's voice. Both she and Twilight came from the kitchen after hearing Spike's voice.

"Won't that take us to Stone Canyon?" asked Sunset.

"Not if we take the very last exit heading that way." she explained. "It'll lead up straight to the airport."

"Sounds like a plan." said Spike. It was settled, tomorrow they'll move out, first thing. A small beeping noise came from the kitchen followed by a mouth watering aroma. Velvet and Twilight had cooked dinner for everyone and truth be told, the entire group were famished.

Sometime later, while everyone gathered in the living room, Spike remained in the kitchen where his attention was turned towards a door that led into the basement. He remembered his childhood, when he and Twilight would always play down there when they weren't supposed to. He also remembered seeing a door down and being told not to go in it. Both he and Twilight made multiple attempts to see what was behind it, but were always stopped by the adults. "Well, no need to worry about anyone coming to stop me now." he said. Spike went towards the door and made his way down to the basement.

The basement itself was just a large area with not much in it; aside from the washer and dryer located in the corner along with a shelf holding different kinds of laundry detergents, but that wasn't what Spike was looking for. Walking to the other side of the area, he found the door, the door that led to something he wasn't aloud to see as a kid. At least there's one good thing about this new world, there's no one who can stop him from finally seeing what's behind.....

His disappointment is immeasurable, and his entire day is ruined. Behind the door, was nothing, literally nothing, but an empty, narrow closet that looked as if it could barely fit two people in it. This was it? THIS is what they didn't want him seeing?! Spike closed the door with a combination of anger and disappointment written on his face, and started to walk away, but stopped when he saw Velvet standing in front of him. The two stood there for a few seconds; not knowing what to say to one another before Spike decided to break the silence. "There's nothing in there." he said as though there was no life in him.

"Oh...that." she said, looking away from him. "My....father designed it to be kind of like a bunker. It's a place to hide in case someone breaks in our home."

"That small closet could barely fit two people, let alone an entire family." he said.

"It was originally designed for Twilight and Shining Armor when they were smaller." she explained. "Guess there's no point in having it now." Velvet lightly chuckled at the realization that her father went through the trouble of making something that turned out to be completely useless in the end. However, she soon went back to sadness once the though of Shining Armor entered her mind. That sweet little boy who used to be connected to her hip wherever she went, became a cold-blooded monster who took the lives of her two closest friends; friends she abandoned along with everyone else in the neighborhood.

Seeing the guilt on her face, Spike wanted to say somethin, but couldn't find the words. Did he blame her for what Shining did to his parents? No. She wasn't the one who pulled the trigger, her son did, and Spike had no idea on how he was going to deal with him when they eventually met up again. He didn't think anyone would blame him if he'd blacked out and killed him outright, aside from Night Light whose shown that he's on Shining's side no matter what.

Button had made his way half way down the stairs when he saw both Spike and Velvet. "So here's where you two were." he said with some alert.

"What's up?" Spike asked.

"We have a problem." he answered.

Both Spike and Velvet followed him out of the basement where they discovered that the house was in darkness. Before either of them could ask what was going on, Button pulled both of them to the floor just as a bright search light shone through the window. Right after it passed, there were gun shots and men yelling about a zombie. Seconds later, even more gun shots went off; indicating that there were more of the undead approaching them. While a large battle was going off outside, Rarity took this moment to take out her cell phone and flash a small light to everyone; signaling that they should keep low and move somewhere else in case the fighting causes them to enter the house. Twilight wanted to get over to Spike, but he was in the kitchen and it was too dark for her to make an attempt to get over there else she'd bump into something alerting whomever it was outside that there were people here. Being close to the staircase, she started to crawl her way up with Sunset right behind her. Rarity and Adagio, who were on the other side of the room, crawled over to a nearby broom closet while Cream just remained next to the couch; a loud boom from outside prevented her from making a move. It wasn't until Button made his way over to her that she was finally able to leave from her spot. The pair moved over to the staircase and made their way upstairs while Spike and Velvet went back into the basement. However before Spike could close the door behind him, the front door had burst open and someone fell in on their back firing at something. The uniform that person was wearing looked familiar to him, but there was no time worry about that now. He quickly closed the door, and both he and Velvet went over to the secret hiding spot. It was going to be a very tight squeeze since it was designed for children, but they had no choice. Squeezing themselves inside, Spike closed the door and now had to wait and see what happens next.

Outside, the fighting had ceased and the men, who turned out to be soldiers, surveyed the area in case there were anymore of them. One of them went into the house where his buddy was and took a look inside. "Wonder if the power works." he said. Rubbing his hand on the wall, he felt the light switch and flipped it. "Hmm, nice house." he said before going over to help his friend up who happens to be a woman with dark grey hair.

Seeing that the lights were on, Rarity took a quick peek out of the closet and saw the two soldiers. "Those are Neighsay's soldiers!" she thought. "Why are they here?"

"Dammit, remind me again why we're even in this neighborhood." asked the woman. "It's not like he'd be here."

"Apparently, this neighborhood is where this kid is from." he explained. "Guess the boss figured he'd come back here first." The two soldiers took a few steps more into the living room when a third came in.

"Octavia, Viper, you two okay?" he asked.

"SIR!" they both saluted.

"The zombie threat appears to have been taken care of, so while everyone's securing the perimeter, try checking this place out for clues." the commanding officer suggested. "Who knows, this just might be the kid's house." The two saluted once again as he left. Both Octavia and Viper looked around for a few seconds before deciding to split up.

Viper started to head up stairs, and in doing so, altered Twilight and the others that someone was coming. When he made it to the second floor, the first thing he noticed was a door cracked opened. His curiosity was peaked and he slowly moved towards it; being ready in case someone, or something jumped at him. Slowly, he entered Twilight's room; making his way to her desk where he saw a picture of her and some guy. Reaching into his pocket, he pulled out a small device and searched for the image of whom they were looking for, the pictures did not match. This was a completely different person "Damn, for a second there, I thought it was him." he said. "Guess he doesn't live here then. Still, I should keep looking around, maybe they're friends of his." As Viper continued to look around the room, Twilight and Sunset were hiding in the closet. This reminded them from when they hid from some gang members in a random house, but the difference now is, this guy looked to be a soldier. They were going to have to be extra quiet and not move an inch, else he'll instantly know where they are. Another difference is that back then, Sunset only had a wooden stick, and not a sword like she does now. Her grip on it tighten as he got closer to the closet with both hers and Twilight's heartbeats continuously increased with each passing second. Sunset was ready to strike him down is need be.

Viper stood near the closet for a few more seconds before heading out the room. "Let's try one of the others." he said.

Once he left, Twilight and Sunset were able to calm down, but couldn't leave just yet. For all they knew, there were one of them inside the house; best to just remain where they were until one of the others came to find them. One other thing on was there mind though, just who was it this guy was looking for?

In the hallway, Viper walked towards one of the other rooms; completely walking pass a door that was on the ceiling. It was the entrance to the attic where Cream and Button were hiding. Button had figured it'd be the best place to hide since the way the home was designed, no one, except the people living here, would even notice it. The two of them were in the corner behind a bunch of boxes being as quiet as possible. Button, not one to pass on an opportunity, sat with his back against the wall while having Cream straddled on top of him. This was clearly NOT the time for any "funny business", but Button will be Button, at least when it comes to Cream. He placed his hands on her hips and started to move her against his pelvis with a dark smirk on his face. "Button, no!" she whispered.

"Come on, where's your sense of excitement?" he whispered back.

"Is sex all you can think about?" she whispered in a harsh tone.

"You're the one who got me this way." he argued. "This sexy body of yours is just too addicting."

Cream would be lying to herself if she didn't admit she was a little turned on right now. It was just like back at that gas station before they made it to the mall where the two of them had themselves a little quickie in the back. It was the thrill of possibly getting caught that did it for her, but unlike then, getting caught now could possibly put their lives at risk. After all, they had no idea who it was that was outside firing all those shots, and now, they were in the house. For all she knew, it could be those gang members they fought before. "Okay, but only dry humping, and I'm on top." she whispered; knowing that if she was in control, she could end it quick thus lowering their chances of being discovered. Button nodded and carefully moved to lay on his back while Cream adjusted herself. With one hand on his chest, she started moving her hips back and forth.

****************************

After checking every room and finding nothing, Viper headed back downstairs and made his way into the kitchen. "Octavia, you still here?" he called.

"Down here!" she answered. Viper looked over towards the open door to the basement, and made his way over. Coming down the stairs, he looked around and spotted her in the middle of the room. "Find anything?" she asked.

"No, nothing." he answered. "Looks like he doesn't live here."

"I hope we're not expected to search all the houses here." she said. "That be a pain in the ass, and just what's so special about this kid anyway?!"

"All I know is that Neighsay wants him for some reason." he answered. "What reason that is, who knows, but it must be something important if he's willing to send all of us on this retrieval mission."

"Retrieval? More like a wild goose chase." Octavia stated. "How much you wanna bet the kid's already dead?" Viper chuckled before looking around the empty room. He marveled at the size of it; thinking about how if this was his place, he'd turn it into his own personal man cave. "So, should we get going?" she asked.

"No, not yet." he said with a smirk.

Octavia took one look at him and sighed heavily. It was a look she was all too familiar with in the years she'd known him. "Seriously?" she said in an annoyed tone. "We're in someone's house you know."

"Not like anyone's here." he said. "And the captain's too busy dealing with the others right now." Octavia was getting really annoyed with Viper here, especially when he clapped his hands together and brought them up as though he was praying, but in actuality, he was begging. "Alright, fine." she said with a groan. "God, you're so annoying sometimes." Turning her back towards him, she started removing her clothing; beginning with her boots, then soon her pants. Viper quickly followed suit; undressing right along with her. Three minutes later, Viper was now down to his black boxers before looking over to Octavia who stood in front of him wearing nothing by a pair of black panties and a black sports bra holding some nice, round assets. "Let's get this over with." she said with a slight blush and diverting her eyes away. "Seriously, I don't know who's worse, you or Vinyl."

"Too bad she's assigned to the other group." he said wrapping his arms around her waist. "We could've had a nice little threesome going." Viper moved Octavia until her back was pressed against a closet door. Lifting her leg, and burying his face in her neck, he started off their little session by grinding against her. She hummed at the sudden sensation and held onto her partner as he continued; not realizing that behind that door there were two people who could hear them.

Chapter 29

"Crap!" Spike yelled in his head. Both he and Velvet were pushed against each other as hid from the two soldiers. The tight space felt like the walls were closing in on them and they were seconds away from being smashed, but wasn't why Spike was losing it. Velvet's voluptuous body smashed against him, along with the two soldiers getting it on right outside was causing his "little friend" down there to come to life; not helped by the fact that both his hands were on her large tits. Spike didn't want to make any sudden moves or else make this already awkward situation worse, but finding it hard to fight against his male urges; especially with his "little friend" down there poking through his pants and rubbing right up against Velvet's crotch. Feeling him against her down there, Velvet opened her mouth to gasps, but quickly placed a hand over it.

There was slight banging against the door and soft moaning as Viper and Octavia were just starting to get into things, which caused internal screaming in Spike's head. He was trying his best to think about something else and block out what was happening literally right next to him in order to calm his dick down, but it all proved fruitless when Velvet started moving her hips against his. "Dammit, why is this happening?!" he thought as he looked at Velvet's flustered face. The two of them jumped when they heard a loud moan coming from Octavia followed by the banging against the door increasing. Spike gritted his teeth to suppress a groan as Velvet grabbed his wrist; holding to her breasts. Breathing heavily, she continued to move her hips while trying to get Spike to fondle her.

"S-Spike.....i'm sorry." she whispered.

While Spike wondered why she was she apologizing, Velvet moved in and placed her forehead against his; biting her bottom lip in an attempt to hold back a moan. For a brief second, Spike's male instincts took over and he gave her tits a soft squeeze. This sent a spark throughout Velvet's body which was about to cause her to moan out, but Spike, without thinking, did the only thing he could think of in that second. He moved in and smashed his lips against hers. "What the crap am I doing?!" he screamed in his head as it just dawn on him what he did. Velvet immediately started kissing him back; humming as she tried to get him to squeeze her chest again.

Spike, at this point, was thinking about how much of a dead man he was if Twilight found out about this. It's not like Velvet was gonna out right tell her, but still. Spike broke the kiss; breathing heavily along with Velvet who looked even more turned on then before.

"I....I'm almost there!" Octavia moaned. Her sounds of ecstasy were increasing by the second as now it felt as though the two of them could burst through that door, but at the same time, judging by how hard they were banging against it, it wouldn't be long until they finished, however, that was the least of Spike's worries right now. Velvet's grinding started to increase along with her breathing. The poor woman was in such need and Octavia's constant moaning on the other side of the door wasn't helping at all. Spike, despite his best efforts to resist, was starting to succumb to his inner male instincts. It wasn't until the two of them started to look each other in the eyes once again, that Spike swore that something was possessing his body as his hands moved from Velvet's breasts, onto her waist where Spike started to meet her movements. Doing so sent a shockwave throughout both their bodies which nearly caused them to give away their position. The pair smashed their lips together once again in order to keep as quiet as possible, though with as much noise as Octavia's making, they probably wouldn't be noticed anyway.

Velvet was the one to make the next move; grabbing Spike's pants and undoing them before moving to her own. This feeling, is one Velvet hadn't felt in a long time, especially with her husband who was just using her, and maybe even before that. All she knew is that right now, she needed this.....badly. With both pants undone, Velvet pulled hers down and stepped out of them; all while still kissing Spike and not knowing if he removed his with her. She soon got her answer when she felt an arm around her waist, and a hand lifting up her left leg while feeling something hard poke her down there. Breaking the kiss, both Velvet and Spike panted heavily as she grabbed her shirt and pulled it over her head; revealing a lace purple bra holding her very large assets. She glanced downward and saw Spike's "little buddy" standing at full, painful attention before looking him in the eyes once again and pulling her panties to the side. Spike slowly moved in closer and entered inside of her. Velvet once again smashed her lips against Spike's and released a muffled scream as her entire body shook as though she was being processed by something.

Spike wondered if she just had an orgasm, but didn't linger on it too long as he started thrusting into her. Velvet's embrace around Spike tighten as her body moved with his. Her muffled moans filled his ears as she deepened the kiss. Feeling herself becoming weak in her leg, she managed to take over and move the two of them to the floor where she laid on top of him. Immediately, her hips began bouncing up and down on him while keeping her lips connected to his. Spike could feel her inner walls constantly closing in on him to milk him for all he's worth. This caused him to buck his hips upwards to meet her thrusts. A high pitched muffled moan came from Velvet and her entire body trembled a bit before she started to alternate between bouncing her hips and grinding them. She wanted so bad to hit her peak again; something she hadn't experienced in a long time. At this point, a few tears started to stream down her cheeks as she desperately tried to reach the finish line. Spike himself was getting close to the end thanks to her pussy squeezing the life out of him.

"IM GONNA CUM ON YOU, I'M GONNA CUM ON YOU! OH, I'M CUMMING!!!" Octavia announced followed by an array of moans. This set Velvet off; slamming her hips down one last time and trembling heavily while releasing her juices all over Spike's lap and and turning her pussy into a vice that caused him to unleash inside of her. Spike wrapped his arms around her in an attempt to keep her as still as possible as two of them rode out their orgasms for the next minute before calming down. Slowly, the two of them broke the kiss and panted heavily as they stared at each other. In this moment, only one thought was on their minds.

"Twilight can NEVER know about this."

***************************

Sometime later, both Viper and Octavia exited the house and regrouped with the rest of their team. "Find anything useful?" asked their commanding officer.

"None, Sir!" they both answered.

"I've figured as much." he said with a heavy sigh. "We've checked a few houses already, and none of them seem to indicate that kid even lives here."

"So what's the next move." Viper asked.

"Regroup, and meet up with the other two squads." he answered. "No use in staying here any longer than we need to." Right as he was about to light up a cigarette, two more soldiers came out of the house right across the street. They looked to be in a hurry, something their commanding officer picked up on.

"Sir, the kid we're looking for lives right there." one of them said. "That's his house."

"Did you find him?!" he asked with urgency.

"No, Sir, all we found were two dead people, his parents, wrapped up in a bed." the other answered. "They looked to have been placed there a few hours ago."

"That means we've just missed him." he said. "So where would be the next best place he would go?"

"Given the fact that his parents are dead, he most likely would want to be as far away from here as possible." Viper explained. "So if it was a few hours ago, that meant the sun would be going down, so he'd have to go somewhere close by to get off the street, or to be more specifically, a place where there's lots of recourses."

"A supermarket is the first thing that comes to my mind." Octavia chimed in.

"Or a gas station." the commanding officer added. "Either way, we're on the right path, lets head out."

"SIR!" everyone said. The entire group of soldiers all loaded up onto the vehicle and started to drive off. Viper and Octavia, who sat on top of the Humvee to keep a look out for any zombie activity, thought about what they just did in that house, with Viper constantly chuckling. "We definitely need Vinyl next time."

"Jackass." Octavia muttered in embarrassment.

****************************

Rarity and Adagio both emerged from the closet once they heard the Humvee driving off. Adagio went over to the front door to close it, but found the frame was damaged so that the door wouldn't stay closed. Something heavy would have to be put in front of it. Turning around, Adagio watched as Sunset and Twilight came from downstairs; they too heard the Humvee leaving the area. Immediately, Twilight started to head for the basement since she believed that's where Spike and her mother was, only to witness the two of them coming out of the kitchen. "Is everyone alright?" he asked.

"Yeah, we're all here." she answered. "Who were those soldiers?"

"They were Neighsay's men." Rarity answered. "I'd recognized those uniforms anywhere. He has them out looking for someone, but they didn't say who."

"When one of them came up stairs, he took a look at a picture on Twilight's desk and mention that whoever was on it, wasn't who they were looking for." said Sunset. "Guess they thought the person lived here, or at the very least, lived in the neighborhood."

"Well, whoever this person his, let's hope they have the good sense to stay away from Neighsay." said Rarity. "Nothing good can come from working with that man."

"So what do we do now?" asked Velvet.

"Nothing we can do at the moment." Rarity answered. "Just lay low, and wait until morning when we can head out."

While everyone nodded in agreement, Twilight looked over at her mother and Spike and noticed that the two of them were avoiding eye contact with each other, which wasn't surprising to her at all. Velvet felt guilty for everything's that's happened, and Spike was probably torn between blaming her, or not. It's not like she was the one who pulled the trigger, but she didn't stop him either. She wished she knew what to say to either of them, but nothing came to mind, so she stayed quiet out of fear of making things worse. When she turned to look around the room, she realized that two people were missing. "Hey, where's Cream and Button?" she asked.

****************************

Up in the attic, a half naked Cream trembled on top of Button as her orgasm washed over her. Button held his mother close as she continued to squirt on him. After a full minute, she started to calm down just enough to give her son a passionate kiss; though she was a bit annoyed with him. What started out with them simply dryhumping each other, ended up with them truly getting it on. Cream slowly moved to sit up and Button chuckled; marveling at his mother's massive tits threatening to burst free from their imprisonment. He rose both hands up to grabbed them, but Cream put a stop to it. "We should get dressed." she said. "Whoever was in the house, should be gone by now." Slowly, she moved off her son and grabbed her shirt just as Button pulled up his pants. Both mother and son fixed themselves up as best they could and started to leave; opening the door and dropping the ladder. Cream was the first to climb down where she was spotted by Velvet.

"So that's where you were." she said.

"Oh, Velvet, is everyone okay?" Cream asked; both shocked and concerned.

"Well, aside from the front door being broken, we're all alright." she said.

"We heard someone walking through the house. Who were they?" Cream asked.

"Neighsay's men." Velvet answered. "According to Rarity, he has them looking for someone. Who exactly, we have no idea."

"Think they'll come back?" Button asked climbing down from the attic.

"We don't think so, but we're going to be leaving first thing in the morning." she answered. "You should see Rarity, she'll explain everything." Both mother and son looked at each other before agreeing to head downstairs. Velvet watched as the two of them headed off; leaving her alone. She slowly turned towards the door to her bedroom and stared at it for a while; not noticing Twilight coming up the stairs. Velvet reached out to grab the door, but stopped herself from doing so. She couldn't bring herself to enter as it was the same room she shared with her husband. Her mind went back to all the times where she allowed him to take advantage of her cause she thought it would save her crumbling marriage, only to be met with the realization that her marriage was already dead. Seeing her mother distraught, Twilight went over to her side and placed both hands on her shoulder. "I can't go in there." she said softly.

"You don't have to." Twilight replied. "Come with me and Spike in my room. My bed's being enough for three people anyways."

Velvet tensed up at her daughter's request. In bed....with Spike....after what they did in the basement? Her face started to turned a dark shade of red just thinking about what happened between them. "N-No, that's okay.....i'll just sleep in the attic again tonight." she said.

"You slept in the attic?!" Twilight half yelled. Grabbing her mother's arm, she pulled her away into her room much to her protest. Downstairs, an awkward feeling started to wash over Spike; telling him it's probably a good idea to NOT up upstairs later.

****************************

Spike should've listed to his gut feeling cause now, he was laying in bed between both Twilight and Velvet. "Maybe I should take the floor." he suggested.

"No." Twilight said sternly before resting her head on his shoulder. Both Spike and Velvet looked at each other briefly before diverting their eyes from one another. Seeing this, Twilight grabbed Spike's hand and held it tight with sad look on her face. She wanted things to go back how they used to between them, but was most likely NOT going to happen anytime soon. She couldn't just sit back and allow her mother to sleep in the attic, but at the same time, she could only imagine what thoughts could be going through Spike's mind right now as he laid right next to her.

What was running through his mind, was sheer panic. The feeling of Twilight's big boobs rubbing against him while Velvet's way larger ones, were slipping out of the light blue nightgown she wore. Both of these elements was causing his brain to send a signal to his "buddy" down there that it was time to wake up. "No! Don't you fucking dare!" he yelled in his head. It wasn't listening....obviously. Immediately, Spike started to think about something else that would get it to calm down, puking zombies, dead kittens, you name it. At first, it started to work, but it all came crashing down when both Twilight and Velvet moved in closer after seeing his eyes squeezed shut. "Are you okay, Spike?" Velvet asked. Spike opened his eyes to see that both of them were too close for comfort; bring him right back to square one.

"Have you no shame?!" he yelled in his head.

****************************

It was morning and Spike looked like hell. "What's up with you, unable to sleep?" asked Button.

"Pretty much." he answered with a groan while helping move the love seat from the front door. The two boys walked out and were met with dead zombies that littered the street from last night, as well as tire tracks from THE Humvee. Inside, all the girls made their last minute preparations before meeting the boys outside. All of them were shocked at the site of undead corpses laying about. The group started walking across the street to their respected vehicles and loaded up. Before Spike could do so, he walked right up to his house and stood there. He didn't say anything, just stood and stared at the place where he lived all his life. Knowing that he may never come back here again, and that this place is now the final resting place for his parents. Many memories started to flood back to him in this moment. From his dad always working on some project in the garage, to the entire family decorating the house for Christmas, to he and Twilight hiding under the porch whenever they did something they weren't suppose to.

Spike clench his fist and gritted his teeth just thinking about Shining Armor and what he was going to do to him if he ever saw him again. He still feared that he was going to black out from sheer rage and do unspeakable things to him in front of everyone. If he ever did get revenge against Shining, then he would want to be conscious for the entire thing; all the way until he took his final breath.

Twilight slowly walked up behind Spike and grabbed his hand. "Spike, we should go." she said softly before giving him a peck on the cheek.

"Yeah." he replied in the same tone. The pair slowly turned away from the house and got in the van with Velvet who was doing her best to hold back any tears that was building up. Before long, the two vehicles started up, and drove off to their next destination.

Chapter 30

A news helicopter had just recently taken into the air and was now flying over the city. On board were four people, the pilot, a tv producer, the camera man, and a busty female reporter. All of them were exhausted from running for their lives as the station was suddenly overran by the walking dead. "Y-You guys alright....everyone....alright?!" asked the producer.

"A-Alive and accounted for." said the cameraman.

"Man, I can't believe we made it." he said with a laugh. Looking out the window, the reporter watched the city below, and saw nothing but hundreds and hundreds of the undead covering the streets block by block with some buildings either on fire or burnt to the ground. If there were any poor soul down there, she doubt they'd survive for much longer.

"So many of them." she said; amazed at the situation down there. "Good thing we're safe up here." Suddenly, the helicopter shook. At first, they thought it was just wind turbines, but little did they know, it was something much worse.

"Hey man, what's going o....." The producer stopped right before he could finish his sentence. He noticed blood dripping from the pilot's arm before catching his pale face. "N-No." he whispered as pure unadulterated fear filled his entire being.

"Hey, what's......going.......on?" the cameraman trailed off; now looking at the pilot who started shaking. In front of their eyes, he was turning into a zombie, or rather, he'd already turned. Snapping his head at the produce, he growled and lunched at him; causing the helicopter to behave radically. The producer screamed in fear, but the cameraman hit the undead creature with his camera as hard as he could so that he could getaway.

"When was he bitten?!" yelled the reporter.

Using all of his weight behind the camera, the cameraman pushed the now zombified against the window to keep it from getting to the others. "SOMEONE GET THE CONTROLS!" he yelled. The helicopter was starting to go into a downward angle, but the reporter reached over and grabbed the control stick. The pilot, now a fully fledge zombie, got control of the situation, and used it's superior strength to push against the cameraman and bit him on the neck. He yelled out in extreme pain as blood shot from his neck.

"NOOOO!" screamed the reporter. In the chaos, she was hit against the control stick which sent the helicopter spinning around uncontrollably.

"GET OFF HIM!" yelled the producer as he started punching the zombie in the head as hard as he could. The undead creature soon had another target, and right as the produce threw a punch, it struck; biting down on his fist and sending blood everywhere. The reporter screamed as both of her collages were bitten right in front of her. The cameraman started to transform right in front of them, and the producer knew it wouldn't be long before the same thing happens to him. In one last act, he grabbed both of them, and opened the door. "R-Raven." he said before he coughed up blood. "L-L-Live."

Using the last of his strength, he threw himself out of the helicopter with the other zombies. Raven, tried her best to gain control of the aircraft, but nothing worked. "NO...NO....PLEASE, GOD, PLEASE!" she cried. "NOT LIKE THIS, NOT LIKE THIS! GOD, PLEASE!"

****************************

The drive on the freeway was quiet for Spike, Velvet, and Twilight. Twilight was still thinking that her mother and Spike still won't talk to each other because of what her brother did; not knowing the real reason why they aren't talking. The silence soon came to an end when Velvet looked up into the sky and saw a helicopter spinning out of control and coming down fast. "OH MY, GOD!" she yelled as she hit the breaks. They all watched as the aircraft came crashing down onto the freeway a few feet in front of them.

"Holy, shit!" Spike said as he got out of the van.

"Spike, wait!" Twilight called.

Spike immediately ran towards the wreckage just as the truck carrying Cream and the other stopped behind the van. Spike was amazed that the entire thing didn't explode, but the smell of gasoline and the sparks said that would be a different story real quick. He took a look inside the wreckage; hoping to find survivors before the whole thing exploded. He found a woman, badly banged up, but alive. "H-Help me....p-p-please." she said in a weak tone. Twilight caught up to him just as he climbed inside the thing.

"Spike, what are you doing!?" she asked with urgency; knowing that the whole was going to blow soon.

"There's someone in here!" he explained. "I have to get'em out before the whole things blows! You should get back to the others."

"But.......!" she started.

"Just go, I got this!" he said. Twilight started to run back to the other vehicles just as Spike got to the woman. He had to hurry, but didn't want to cause even more injuries to her than she was already suffering with. "Can you move your legs?" he asked.

"A.....A little." she managed to answer. Spike moved to get in front of her and kneeled down so that she could climb onto his back. The busty woman held on as tight as she could as she moved her legs to attempt to wrapped them around his waist.

"Oh.....I....l-love you.....I l-love you.....thank you.....thank.....you." she managed to say. She was clearly emotional right now, especially after her near death experience, however, Spike believed it was too early to be thanking him just yet as they still needed to get out of the wreckage. Carefully, he started to make his way out of the wreckage with her just as more sparks started to fall. The smell of gas was getting even more intense and he knew it wouldn't be long now. Outside, the others watched as Spike came out of wreckage and started running away from it just as the sparks hit the gasoline; igniting a fire. Within seconds, the fire started to spread all around which caused panic amongst the group.

"Let's hurry and get outta here!" yelled Rarity.

Spike placed the injured woman in the van before getting in himself. Velvet immediately put the thing in reverse and backed away along with the others in the truck. After some distance was put in between them and the wreckage, both vehicles turned around, and made a B-line for in the opposite direction just as the wreckage exploded. The explosion definitely alerted and entire horde of zombies, and since they couldn't continue on the path they were on, they had to somehow get off the freeway, find some way around the wreckage that blocked them, and get back on before the horde gets to that spot; which was easier said than done. "Who is she?" Twilight asked. "She looks familiar."

"That's Raven Inkwell from Channel 10 News." Velvet answer. "What was she doing in the helicopter?" A soft groan came from the reporter as though she wanted to say something, but Spike stopped her; not wanting her to exert herself. When there was a good enough distance between them and the wreckage, Velvet pulled over to the side so that Cream could drive up along side of them. "Is everyone alright?!" Cream asked. "How's that person Spike saved?"

"She's pretty banged up, but alive." Velvet explained. Cream started thinking for a moment, then looked over, out into the city before telling Velvet to follow her. Now, the truck was was in the lead; taking the entrance ramp to the freeway back down into the city.

"Uh, where are we going?" asked Adagio.

"There should be a place where I can properly examine her near here." Cream answered. "Hopefully, it's still in one piece." Both vehicles drove through the streets of and abandoned and ruined city. If the buildings weren't burnt to the ground, then they were definitely raided by people looking to either survive or just loot. Parked cars on the side of the road were wide opened and destroyed; some of which were filled with bloodstains and equally so with the streets. The bloodstains could easily have come from the people fighting back against the horde, or the horde getting their hands on the people. The group didn't want to think about what may or may not have happened right now. They had a destination to get to.

****************************

Outside a small clinic, both Spike and Button stood guard while inside, Cream used her nursing skills to help the reporter as much as she could. Thing is, there wasn't much to use inside the building as it too fell victims to looters, but still, she made due with whatever was there. Button, while standing next to one of the vehicles, noticed something from across the street. It was a bank, and there appeared to be someone inside it. Other survivors, maybe? Button wanted to check it out, but there were some things that prevented him from doing so. One of which was the possibly that someone inside was armed and willing to shoot anything that approaches, so for now, he'll just ignore what he saw unless something happens.

Looking over at Spike, he noticed that he was in deep thought. It couldn't be about his parents, cause he didn't have a depressing look on his face. It was about something else. "Hey, you alright over there?" he asked.

"Yeah, it's just, being back in the city caused me to remember something." Spike answered.

"Remember what?" Button wondered.

"Well, remember when that zombie came out of no where and grabbed me?" he started. "Something weird happened soon after. It's grip started to loosen up; like it was going to let me go."

"You serious?" Button said with an eyebrow raised.

"I know it sounds crazy, but that wasn't the first time that's happened." he explained. "There was the time when me and Twilight were separated from you guys and I was tackled to the ground by one of those things. It's grip on me loosened up right before Twilight took it out."

"Maybe they're just coincidences?" Button tried to rationalize.

"Maybe." Spike said looking out into the distance; not too sure if it was or wasn't.

"Wait.....hold on." Button said with alert. "I've seen that look on your face before. Don't tell me you're actually thinking what I think you're thinking."

"It's just a thought." he said. "Besides, it's not like i'm actually gonna go out and look for zombie to test it out."

"Please don't." Button said. "If anything happens to you, it's my ass that's on the line." Spike chuckled before turning his attention towards the bank across the street. It was brief, but he swore he'd seen a child standing by the door. Also, there was movement by the windows, specifically, the blinds; as though someone was just peeking through them. It was clear now, they were being watched.

"You noticed it too, huh?" Button asked; catching on to where Spike was looking.

"Think they're friendly?" he asked.

"Possibly, they haven't attacked us yet." Button answered. "But at the same time, that could mean they're waiting for the opportunity to do so, or they're worried we might be the aggressors. I mean, we ARE heavily armed right now."

"Well, I would like to avoid any kind of conflict right now, especially with your mother tending to Ms. Raven's wounds." he said. "Let's just ignore them for now, if they wanna make themselves known, it's their choice."

****************************

Inside the clinic, Cream came out from one of the rooms along with Velvet who was assisting her. The two made their way to the front where Twilight and the others were waiting and planning their next move. "How is she?" asked Adagio.

"No fractures or anything serious, just a few heavy bruises." Cream answered.

"The fact that she was able to walk away from a helicopter crash like that is nothing short of a miracle." said Velvet.

"I know we can't stay in one place for too long, but I don't move her around too much." Cream added.

"So what was she doing inside that helicopter anyway?" asked Sunset.

"According to her, she and her colleagues were able to escape the tv station after it was overran by those zombies." Velvet explained. "Somehow, the pilot was bitten without knowing and he turned in front of them. He attacked her colleagues with one of them sacrificing himself to save her."

"Oh no." Adagio said in a soft voice.

"Everything just happened so fast, and by the time she made it to the pilot seat, the whole thing was in freefall." Cream explained.

"Does she have any family we can contact?" asked Twilight.

"None, both of her parents passed away years ago." Cream answered. "She said everyone at the news station were the only family she had left."

"And now they're all gone." said Velvet.

"Well, we can't stay here." said Rarity. "As soon as she's feeling a little better, we should get a move on; especially since Neighsay's men are out there."

****************************

Outside, Spike and Button continued looking out for anything that would seem suspicious when Twilight walked out of the building to give them the news about Raven Inkwell. After doing so, she noticed something from the bank across the street, but Spike pulled her away. "Is there someone in there?" she asked.

"We believe so, but just in case they aren't friendly, we're trying not to let them know we're on to them." he explained. "Last thing we need is a fight that would attract more zombies." Twilight nodded; understanding that time was against them the longer they stayed here, and getting into a fight is the last thing they need right now.

"Um....excuse me." came a soft voice. All three turned towards one direction and saw two young children standing in front of them. The young boy and girl each had to be around seven or eight years old, and judging by how the boy seemed to be taking a protective stance in front of her, they might be siblings; twins even.

"Where did you two come from?" Twilight asked; knelling down to greet them.

"We came from over there." the young boy said; pointing right at the bank. "Are you a doctor? Our mom's really sick, she needs help." The two kids were obviously scared for their mother's well being, but tried to put of brave faces. Twilight gave both of them a warm smile before giving them each a head pat.

"We know someone who could help." she said.

****************************

After getting Cream and telling her the situation, the entire group, save for Adagio who stayed behind to look after Raven, made their way across the street with the young children who led them to the side of the building where a door was cracked opened. It was clear to everyone that they left without telling anyone where they were going; a matter made clear when their father and a few others noticed everyone coming with them. He was about to give them a big scolding for going out by themselves, but the two kids hid behind Cream and Twilight before he could do so.

"So, how many of you are here?" Cream asked.

"20." he answered. "But who are you people?"

"Survivors, just like yourselves." answered Twilight. "We were just about to head out when these two came asking for help."

"Their mother, yes, it happened suddenly." he explained. "One minute she was fine, and the next, she coughing up a storm. It seems to be getting worse by the day."

"Is she the only one who's sick?" asked Cream.

"No unfortunately, there are several others who's in the same boat as my wife." he answered.

"Take me to them." Cream said. As she was lead away, the others looked over at the other survivors and were met with distrustful looks, which was understandable, you can't be too careful these days now that the world has gone to hell. Judging by the tired and worn out looks on their faces, they had to have been couped up here for quite some time. It was brief, but Button saw that some of the men had their hands over something that was on their person; indicating that they were all armed. The group decided to keep their distance as to not make an already hostile environment worse.

"I'm gonna go after mom." Button accused himself. He went into the back room where he saw nine people laying sick on the floor, while she was at work checking all of them. The father of the children kneeled next to his wife as she was being checked; hoping that it wasn't anything serious. She went around and checked on everyone that was there before heading towards one of the desks and grabbing a pen and paper. "Mom, what is it?" Button asked.

"I'm writing down name of the medicine I need." she explained. "Thankfully, what they have isn't life threatening, but we still need to treat it. The clinic across the street doesn't have anything, but there is one in the middle of the city that might."

"Diamond Pharmacy?" asked the man.

"That's the one." she said as she finished up writing. "While I figured it's been raided as well, i'm assuming that the people don't know about the secret department. That's where all the extra medicine his housed for.....certain people." She got up from the desk and started to head out; Button and the father following her. She made her way towards Spike and the others which caught the attention of the other survivors.

"Okay, some of us will need to travel to Diamond Pharmacy and pick up everything I wrote here." she said. "Inside the main office, there's a door with a certain passcode that needs to be inputted to access the secret department; i've written it down right there."

"How do you know all this?" Button asked.

"Long time ago, I use to work for them." she explain. "I couldn't take how they treated people who needed help, so I quit. The secret department is a place where the most advance medicine would be held in reserve for either the rich, or people whom they liked."

"Corruption." said Spike as it took the note.

"Three of us should go, while the rest stay here." said Rarity.

"I'll go." Spike volunteered.

"So will I." added Twilight.

"I'll drive you there." said Velvet.

They were all in agreement, and the trio headed out; rushing across the street and into the van where they soon drove off. The sooner they get this done, the sooner they can return to their own journey.

Chapter 31

The trip to Diamond Pharmacy wasn't an easy one. There were zombies all in the streets either which way they turned. Velvet had to constantly, double back around and take alternate routes before finally making it to the destination. The building was as large as a superstore, but there was no time in marveling it. All three got out of the van and headed inside. Just as they predicted, the entre place was ransacked; shelves tipped over, merchandise and broken glass all over the floor, and signs of a massive fight. "Tread carefully." Spike said. Slowly, they walked through the wreckage; being as carful as they could not to trip over anything.

"Wow, they really did a number on this place." Twilight pointed out. "I'm surprised the lights are still on."

"We should hurry." Spike suggested. "It's possible that there might be some zombies on the way here, thanks to the van." They were all in agreement, and continued forward. After making it to the back of the store, the came upon a door marked "employees only". Going through, they entered a small hallway with a few doors; seeing one marked as "main office" towards the end.

"That must be it." said Velvet. Spike was the first one to enter, and was met with a regular sized office; complete with a large desk, two chairs and a few file cabinets, but no signs of a door leading to a secret department. The trio searched around; looking for anything that could help them, but found nothing. Spike and Twilight were about to give up and start to search somewhere else, until Velvet walked behind the desk and instantly stopped; feeling something odd on the floor. Looking down, she tapped her foot down a couple of times and felt something hollow underneath her.

"Found something?" Spike asked.

"I think so." she answered; uncertain of what she found. "It feels hollow here for some reason." Twilight made her way behind the desk and kneeled down to feel the area.

"I think we might've found the door." she said before turning towards the desk where she started opening the drawers. Her mind started to think back to all the tv shows and movies she's seen throughout her life where there's always a secret panel hidden inside the desk that would be use to open the entrance to a secret room. Usually, it be silly to think that real life was just like the movies, but with everything they've seen, it wouldn't be too farfetched. Opening the top drawer on the right hand side, Twilight picked up some papers that were inside, and it was there she saw the panel; imbedded at the bottom. "Found it." she said. "Spike, give me the code." Placing the paper on the desk, Twilight took it and typed in the numbers. A sound went off and the floor shook before a large piece of it slid open; revealing a staircase going downwards. All three were amazed at what was in front of them. This was definitely something straight out of a movie. "Alright, i'll go get what we need, you two can stay here." Twilight suggested.

"Wait, what?" Spike started.

"I won't be long." she said cheerfully before heading down the stairs. Twilight wanted things to work out between her mother and Spike, so leaving them alone to talk just might be the best way for that to happen. She wasn't expecting them to put the past behind them or anything like that, but just a simple conversation would help.....hopefully. Twilight made to the bottom of the staircase and was now in a bright white room which felt like a warehouse due to how many shelves filled to the brim with advance medicine. As she walked down one of the isles, she took a look at the labels and saw that they were all in alphabetical order, which would make finding what she was looking for that much easier.

At the top, Spike and Velvet stood awkwardly next to each other; both of them remembering about last night's event. The pair remained silent for a while until a thought entered Spike's mind that caused him to chuckle a bit. "What's so funny?" she asked.

"Nothing, just thinking about how fucked everything is." he answered. "Ever since the world went to hell, we've been doing nothing but killing zombies and gang members, and if not that, then doing whatever we could to avoid a fight. It's getting worse out here everyday; wouldn't surprise me if they decided to just nuke the city sky high." Velvet was starting to get worried about Spike, especially his attitude about this whole situation. Usually, when someone starts chuckling like that, it's not a good sign. Taking a one step closer to him, she grabbed his hand and held it. "It'll be okay, once we're done with all of this, we can head to airport and hopefully put all this mess behind us." she said.

Spike looked over at her and received a warm smile. He was gonna smile back, but then thoughts of last night came rushing back to him like a freight train. His eyes traveled downward towards Velvet's breasts which caused her to blush a bit. She too started thinking about last night once again, and how that moment was the best she ever felt in a long time. Truth be told, she wouldn't mind doing it again with him again. "Spike?" she called in a soft tone; causing him to look her in the eyes. Once again there was silence between them as the stared at each other, then Velvet gave him a small nod; knowing he was thinking the same thing she was. Squeezing his hand, she walked with out of the office and into the hallway where leaned against the wall and brought both of his hand against her breasts. His male instincts was currently beating him over the head; telling him to go for it. Spike pulled both hands away causing Velvet to think that he was about to reject her, but that wasn't the case. Spike caught her off guard when he grabbed her shirt and lifted it up, along with her bra, and freed those large orbs of hers from their imprisonment. From there, he touched them directly; giving them a healthy grope before moving in and sucking on them.

Velvet closed her eyes and suppressed a moan as a jolt of pleasure shot through her. "Spike." she whispered before placing both hands on his head.

***************************

Down in the secret department, Twilight found the medicine she was looking for, but the problem was, it was high up on a top shelf. Finding a ladder wasn't easy. The place down here was massive; about the length of the entire store almost. When she was able to finally find one, she went back to the isle and climbed to the top. There were only three bottles there, so she just grabbed all of them. As she climbed down, she started to thinking about Spike and Velvet. "I hope they're at least talking to each other." she thought. "I'm not expecting Spike to straight up forgive everything that's happened, just....something." Reaching the floor, Twilight hurried out of the secret department; heading up the stairs and into the office where she saw that they weren't there. "Spike, Mom?" she called. Twilight walked towards the door, but before she could grab the knob, it was opened by Spike.

"Oh, you made it, got the medicine?" he said.

"Yeah, is everything okay?" she wondered.

"Course it is, we were just....talking." Spike answered. Twilight peeked over Spike and saw her mother standing in the hallway giving her a smile; having just fixed herself up. This in turned caused Twilight herself to smile as she got what wanted, they were talking to each other, and by the looks of it, it turned out well; unaware of what ACTUALLY happened, or rather, about to happen between them.

"We should get going." Velvet suggested. With a nod from Twilight, the trio headed out for the door, but when Spike opened it, he was met with a zombie standing in front of him. Immediately, he closed it, but not too hard.

"What the hell?" he said. "Where did that come from?!"

"You think we lured them here with the van?" Twilight asked.

"It's possible." Spike answered. Quietly and carefully, Spike opened the door and peeked out; taking in the entire scenery. The building was crawling with them. It reminded Spike of how it was back at the school which caused him to have an idea. Looking back at the other two, he placed a finger over his lips; telling them to keep quiet before taking a step out. Velvet was clearly against this, but Twilight had to hold her back and reassure her that Spike knew what he was doing.

Spike stayed against the wall and moved towards the far right side of the of building; keeping an eye on the zombies near him as well as the isles. Each one had as few of the undead beings either just standing there, or walking into each other. There were no openings, but there was an emergency exit; one that was sure to go off if he opened it. With no way to make it to the front, they would have to try their luck going out the side. Slowly, Spike started to make his way back to the hallway; trying his best to not alert the horde. Once he made it back, Velvet breathed a sigh of relief that nothing happened, but that relief wouldn't last.

"There's no way out." he said. "Our best bet, is the emergency exit."

"Won't it set off the alarm?" Twilight asked.

"Yeah, which is why we'll have to move fast." he said. "We open the door, and run like hell around the building to get to the van."

"What?!" said Velvet. She was understandably hesitant to go out there with all the zombies roaming about, but in actuality, they had no choice. Spike once again slowly walked back out, much to Velvet's anxiety, and looked around for something on the floor he could use. Settling on a bottle of sleeping medicine, he picked it up and chucked it as hard as he could to the opposite side of the building. It landed with a loud crash down one of the isles, which alerted the horde. One by one, they all started walking towards the direction the noise came from, and Spike couldn't help but think back to when he did the same thing at the school, but thankfully this time, there were only three of them and not an entire group to run the risk of someone messing up. The trio waited for a good portion of the undead to move over towards that one spot before making their move. Twilight held her mother's hand tightly as they stayed against the wall while quietly making it over to the exit door. Her anxiety grew with each passing second as more and more of the undead were walking passed them. She had never been this close to them, and just wanted to get as far away from them as soon as possible. Her heart rate started to increase along with the feeling of finding it hard to breathe. She knew she was about to have a panic attack, if she wasn't having one already.

After finally making it to the door, both Spike and Twilight readied themselves to fight; not knowing what was on the other side. "Ready?" he asked.

"No." Velvet said; as though she was about to start crying.

"When I open the door, just start running." he said. "And don't stop, not even for a second." Looking at the two of them, she couldn't figure out just how in the world were they not terrified. They were about leap head first into the unknown with no guarantee that there wasn't death on the other side. Were they THAT use to all of this? Velvet watched as Spike placed both hands on the door, and count down from 3 before pushing it open hard. The alarm was extremely loud and they had milliseconds to get outa of there. Twilight grabbed her mother's hand and ran out with her. Spike looked behind them and saw the horde heading straight for them. Quickly following after them, the trio were out of the building, but there was another problem. Right in front of them a larger horde of the undead began making their way over. Spike took point and opened fire on all of them; making enough for Twilight and Velvet to make through.

"GO GO GO!" he yelled. Both mother and daughter ran up head while Spike delivered cover fire. Once they were close enough, Twilight readied her weapon, and took out a few more in front of them. After doing that, both she and her mother began running alongside the building until they made to towards the front.

"Oh, come on!" Twilight said as now there was an even larger horde of zombies, not only in front of the of the store, but also around the van. Each one of them making they way towards them as the sound of the alarm was a massive dinner bell. Twilight saw an opening to their right, grabbed her mother, and they made their way through. The plan was since the zombies were heading towards the noise, they should get out of their way, but was going to be easier said then done since now, even more were appearing out of no where. The only chance they had was behind a truck parked next to the fence. As they hid, Spike finally came from around the building; taking out as many of the undead as he could. Once he made a clearing, he made his move; heading towards the van only to be stopped when he saw the horde. There was no way to get there, and he didn't see Twilight or Velvet anywhere, but they could see him. Velvet wanted to call him over, but was stopped by Twilight; doing so could give away their spot.

As Spike started to make his way in a random direction, an undead came from no where and grabbed him by the shirt, but he was able to yank away, although his shirt was now ripped. Grabbing his rifle, he fired into the creature's head, but soon found himself quickly surrounded. He fought back as hard as he could; shooting whatever was close to him, before switching to this axe and decapitating just as many. It seemed that whenever he take one down, three more would make an attempt to get at him. Meanwhile, both Twilight and Velvet watched in horror as one by one, the undead monsters started to swarm around him; each one reaching a hand out to get him. "Mom, stay here!" Twilight said as she rose to her feet. As soon as she did, Spike was grabbed by three of the undead; sending untold terror throughout both mother and daughter's bodies. Twilight screamed Spike's named and charged at the horde; frantically opening fire on them as he was brought to the ground.

Spike struggled to get free as their grip in him was too strong. They had him by the arms and neck and eventually his legs as well. Their grip tighten which made it very difficult to get free. One of them moved in for the deadly bite, but then something happened.....it stopped. Spike was able to open his eyes just in time to see the zombie slowly pull away from him. The grip they had on him loosened up as well. It was just like before. They grab him, then release him. He didn't have time to marvel at the situation as Twilight's screams was sure to call more of them. Once their grip was loose enough, Spike managed to kick one of them off of him before getting both arms free and grabbing his gun. He opened fire on them before rising to his feet, but it was them, somehow, even more were coming at them.

"No." said Velvet. "Please.....God help us."

*BOOOM*

A large sound caught everyone's attention, and that's when they all saw a military jeep come driving in from no where. Jumping out, was woman who waisted no time in opening fire on every single undead creature she lay her eyes on. "Rotor, get the civilians!" she yelled.

"On it!" he responded. Getting out out of the jeep, he first rushed over to Velvet and grabbed her by the hand. "Let's go!" he said before bringing her back to the vehicle. Twilight was able to kill a few more zombies before turning towards Spike.

"Ohpleaseohpleaseohplease!" she said as she made her way over to him. Despite the fact that his shirt was torn, he was okay; no signs of being bitten. "SPIKE!" she screamed before jumping into his arms and wrapping her legs around him.

"HEY, YOU TWO LOVEBIRDS, GET A MOVE ON!" yelled Rotor.

Everyone got over to the jeep and set off just as even more of the undead began heading towards them. In the back, both Twilight and Velvet clung onto Spike; hugging and kissing all over while letting out their emotions.

"Is anyone bitten?" asked Rotor.

"No, but who are you?" Spike asked.

"I'm Rotor, and this is my commanding officer, Fleur De Liz." he answered. "We're with the Self Defense Force task with finding as many survivors as he can."

"Once we're in a safe area, we'll call for a chopper to bring you all back to base." Fleur added.

"No wait, we have friends looking after a bunch of other survivors at a bank." Spike explained. "We only came here to find some medicine for the sick." Both Fleur and Rotor looked at each other and nodded. If there were other survivors out there, then they owed it them to rescue them. Spike told them the location of the bank and Fleur called it in.

"So tell me something, were you guys anywhere near the mall on the other side of town?" Fleur asked.

"Y-Yeah...we were there just yesterday." Twilight managed to answer while sniffling. This caused Fleur to turn back towards them. She had another question, and she hoped the answer was the one she wanted.

"Have you seen a woman named Cream Heart?" she asked. "She's a school nurse and a friend of mine."

Both Twilight and Spike looked at each other before looking back at Fleur. "Yeah, we know her." Spike answered. "We've been traveling together ever since all this started. In fact, she's at the bank waiting for us." That was all Fleur needed to hear. Without even needing to tell him, Rotor picked up the pace; nearly causing the trio to tumble over. Next stop, the bank, and a reunion Fleur has been waiting for.

Chapter 8

Three humvees slowly made their way down the street with one having a guard manning the mounted 50.cal on top. They were all on patrol, making sure to keep and eye open for anything suspicious; be they zombie or otherwise. Spike and the other stayed out of sight until they passed through before making their move. They hurried across the street and ran around the block without any of the guards noticing. "Wow, they really got this place on lockdown." said Button.

"Better keep moving." said Spike. "I don't wanna think about what they'd do if they caught us."

"It's not much farther." said Rarity. "Just around the corner, then it's a straight shot."

The group continued on their way until they made it around the corner, however, they couldn't advance any further seeing as how right in front of them were a large group of guards. They quickly ran around a nearby house in an attempt to make it to the next street over. The plan was to make it around them, but that too proved to be futile as there was another group of guards gathered there as well. To matters worse, both groups were heading straight for them. Spike doubted that they'd seen them, but he didn't want to take any chances. He motioned for everyone to follow him as he headed towards the abandoned house, however, the door was locked. With the guards closing in on them, Spike used the only option he left. Taking a step back, he fired into the door; breaking the handle off and thanking his lucky stars that the silencers muffled sounds as much as they did. Everyone quickly went inside and closed the door just the guards passed them up. Of them stopped and looked over towards the house; believing that he heard something, but no one was there. Believing that it must've been his imagination, he fell back in line.

Inside the house, Sunset and Rarity headed towards the living room and peeked out the window where they saw a few guards standing in the middle of the street. In the kitchen where they entered, Cream peeked out the window and noticed a few guards were hanging around as well. The group was trapped with no way to go. "Great, now what?" asked Button.

"Not much we can do except keep a low profile and wait for them to leave.....if they do." Twilight answered. Entering the living room from the kitchen, Cream took a seat on the couch. Looking at the coffee table, she grabbed the remote control and turned on the tv. Flipping through channels, she stopped on a news report that showed the downtown area being turned into a warzone; with the police using military equipment on the undead while ushering innocent civilians to safety. While everyone was watching tv, Rarity left to search the house for a phone she could use to contact her family. She headed down the hall and entered what was obviously the master bedroom and found one sitting on the lamp table next to the bed. She hurried over and quickly dial a number that was only supposed to be used in emergency situations.

"Come on, pick up, pick up." she said as the ring tone continued.

"Hello." came a woman's voice.

"Mom?!" Rarity called.

"Oh my God, Rarity?!" she replied. "You're still alive! Baby, where are you?!"

"We're in a house just down the street....I think." she answered. "We took too many detours trying to avoid these guards. Just who are they?"

"They're Neighsay's men." she answered. "He has the entire area blocked off from the city. Anyone who attempts to come through the barrier is shot on site. How did you manage to get through?"

"We got lucky." she answered.

"Listen, Rarity, you need to stay where you are, at least for tonight. Tomorrow, i'll send for someone to come find you." she said. "Just stay right there and keep out of sight."

****************************

"Looks like their leaving." Twilight said as she peeked out the window. "Now might be our best chance to move."

"No, we can't." said Rarity as she came into the room. "I got in contact with my mother and she said we should stay here until tomorrow."

"Your mother? Oh, Rarity, i'm so happy for you." said Cream.

"But why stay here?" Spike wondered.

"Those men out there belong to a man named Eugene Neighsay." she explained. "They're his personal army. No doubt he'll use this as an opportunity to gain even more power than he has already."

"Eugene Neighsay....I think i've heard that name before." Twilight spoke up. "Isn't he that sleazeball politician being investigated for corruption?"

"The very same." Rarity answered. "Our best bet to survive right now, is to keep low and make sure they don't know we're here. My mother will be sending someone to get us first thing tomorrow, so we better make ourselves at home until then." With no other choice, the group went along with the plan.

****************************

Before long, the sun went down and the group took every precaution they could to make sure that they weren't discovered. Keeping the blinds and curtains closed, making sure the lights in certain rooms were off if they weren't in them, and keeping the doors of every room closed so that the light from the hallway and bathroom wouldn't show. In the kitchen, the only light that stayed on was the light over the oven Cream Heart used as she managed to cook up something everyone could eat. She felt bad for eating other people's food, but these were dark times, and they had to survive somehow.

Spike headed down to the basement with a basket of the girl's clothes. Down there was where the washer and dryer were, and with the girls occupying the bathroom, he was chosen to clean their laundry; much to his irritation. With Spike and Cream preoccupied, Button grew a mischievous smile, and decided to act on his male desires. Slowly and quietly, he made his way towards the bathroom where he was shocked to see a crack in the door. Realizing that the girls hadn't noticed the door was open, he was able to peek inside and his heart nearly stopped once he saw Twilight's nude body from behind standing in the middle of the room. His eyes were completely fixated on her perfect round ass; especially when it jiggled slightly with each movement she made. It was made even better once she turned around and those luscious tits of hers were revealed to him. To make things better, Rarity came into the picture; standing next to Twilight looking a bit embarrassed about something. Button was staring at two goddesses before they both stepped into the shower. All that was left to see was Sunset who was inside the tub, but sadly he wouldn't get that chance. Someone walked up behind him and poked him on the shoulder to get his attention. Button swatted the hand away and continued looking before the poking continued; harder this time. Button turned around and came face to face with an angry Cream Heart; the looked she gave him was the stuff of nightmares.

Sweating profusely, he attempted to make some kind of excuse, but Cream didn't want to hear it. She grabbed Button by the ear, hard, and cover his mouth as she pulled him away. "What am I gonna do with you?!" she said angrily. With a hard twist of his ear, Button released a loud muffled scream of pain as he was brought back to the living room. Spike, who had just come up from the basement, watched on as Cream angrily sat Button on the couch like a child. "Now I don't want you to move from this spot until it's bath time." she said; making her way into the kitchen. Spike sighed heavily as he didn't want to know what it was Button did to piss her off; it was probably something stupid anyway.

Sometime had passed Spike made his way to the bathroom with the girl's clean clothes. He tapped on the door and set the basket down before turning to leave. Twilight peeked her head out and saw Spike leaving. She opened the door a bit wider, revealing her naked body, grabbed the basket, and quickly shut the door so that Button couldn't sneak a peek. It was another few minutes before all three girls left the room. "Bath is free." Twilight announced.

"Okay, we're up." said Cream before she grabbed Button by the ear. "Let's go, you." Button was dragged away leaving the others confused as to what just happened. Why did Cream appear to be angry with him all of a sudden? The girls looked over at Spike for answers, but he didn't have one. Their attention was soon captured by the aroma of food that laid spread on the table in the Kitchen. There was more than enough for all six of them and they couldn't wait to dig in, however, they were stopped by Sunset who wanted everyone to wait until Cream and Button finished with their bath. It would be rude to start eating without them. While they waited, Spike began flipping through channels to find something to distract him. Out of all the channels, there was two.....only two that had something on that wasn't a news coverage about the zombie attacks. The first was a cartoon channel, and the other was a channel that played a marathon of some show called, "The World's Dumbest". It wasn't much, but it was something to look at.

Inside the bathroom, Button relaxed in the tub while Cream took the shower. He didn't say anything to her as he was sure she was still angry with him from earlier; which he couldn't help by the way. It's not everyday that three sexy girls are naked within reach of him. He might not have gotten another chance like that in this lifetime. He wondered if he might someday get a peek at Sunset. Her body seemed to be more curvaceous than the other two; helped by the fact that her breasts and ass were a bit bigger than theirs as well, or to be more accurate, she was a bit bigger than Rarity. Twilight seemed to be about the same size as Sunset; maybe an inch or two larger. His thoughts about the girls were interrupted when Cream called to him. "Button!" she called.

"Y-Yeah?" he answered.

"I said I was wondering if you could wash my back for me?" she reiterated.

"Oh, sure." he answered as he slowly stood up from the tub. Button slowly stepped out of the tub and made his way over to the shower. He had to move quickly so that the water dripping off him didn't make a big mess on the floor, and the fact that he didn't want to slip and bust his face open. Button entered the shower and was confronted by his extremely voluptuous nude mother's large butt that seemed to jiggle slightly each time she moved. Button closed the shower door behind him and grabbed the small towel out of her hand. After pouring a small amount of soap on it, he proceeded to rub her back with it; instantly creating suds from the water hitting both their bodies. Button soon moved her from her back to her shoulders where he couldn't believe how stiff they were. He decided that he would have to give his mother a much needed message to help relieve the stress she was under. About 40 minutes later, both Cream and Button were finished and they came out wearing their clean clothes that Twilight had washed for them earlier. They headed into the kitchen along with everyone else who waited for Cream to say four magical words. "Alright everyone, let's eat." she announced.

****************************

It was late in the night before everyone went to bed. Cream and Button took the master bedroom while Sunset, Twilight, and Rarity took what was obviously the guest room. Which left Spike taking the kids room. With how it looked, Spike had deduced that the kids were no more than at least 10 years old; what with the bunk beds and walls decorated with dinosaurs and whatnot. Spike took the bottom bunk and was not only surprised at how sturdy it was, but the fact that he could actually fit in it. He was unable to fall asleep, though, his mind was once again filled with worry about his parents. With no idea if they were alive or not, he started thinking the worst might've happened to them. Earlier, before everyone turned in, he made an attempt to call them multiple times, but received no answer. He tried thinking positive thoughts, like maybe they were evacuated in hurry and in the chaos lost their cellphones, but the negatives were just too much. Spike's eyes soon turned towards the bedroom door that slowly opened up with Twilight coming through. If there was anyone that knew how he feels right now, it's her. Twilight had also made an attempt to contact her parents, and it went about as well as you could imagine. Twilight quietly closed the door behind her, but it didn't shut all the way as she made her way to Spike who sat up; allowing her to sit next to him. "Couldn't sleep either, huh?" he asked.

Twilight shook her head. Scooting closer, she rested her head on his shoulder. Spike slowly put and arm around her waist as the two of them sat there in total silence. An unknown amount of time went by before Twilight spoke up. "I....I tried to get in contact with my parents earlier." she said softly. "But no one answered." Placing a hand over his, Twilight gripped it as she continued. "Spike, i'm scared. What if.....what if they......." Twilight couldn't finish that sentence, instead, she just started crying softly. Spike felt the same way as she did; not knowing what may or may not have happened to their parents, but he couldn't show weakness right now, he had to be strong, for her. Spike pulled her closer and she clung to him tighter than she ever did before. Rocking her gently, Spike tried his best to calm her down.

It would be about an hour before Twilight's sobs were turned into sniffles; her eyes bloodshot from shedding so many tears. "Feel better?" Spike asked softly. Twilight only nodded as she snuggled against him; soon moving to sit on his lap.

"Spike?" she said. "Just what caused all this?"

"I wish I knew." he answered; rubbing his hand up and down her back. "Hard to believe that in one day, everything went to shit, but despite that, we gotta keep moving, and do whatever it takes to survive." Twilight could only nod as she melted into Spike's embrace. Another moment of silence washed over the two of them, and Spike couldn't help but allow his eyes to wander downward towards Twilight's chest. By the way her nipples were poking through the fabric, he deduced that she was braless right now; backed up by the fact that by rubbing her back, he didn't feel the strap of her bra. Twilight slowly moved her head from Spike's shoulder in order to look at him. For some reason the two of them, mostly Twilight, felt nervous; as though they knew what was most likely going to happen.

"You sure?" Spike asked.

Twilight nodded. Even if it was for a little while, she needed something to get her mind off her parents. Beside, this was also something she wanted to happen again between them. Moving in, Twilight pressed her lips against Spike's; deepening the kiss by pushing him to lay down on the bed where she moved to laid on top of him. Spike wrapped his arms around her and held her close before turning the two of them over. With Twilight now on her back, she instinctively spread her legs open as Spike grabbed the bottom of her shirt. Slowly, he lifted the fabric up and over Twilight's head; taking it off her completely. With her breasts on full display, Spike stared at the large orbs for a while before Twilight grabbed his face and pulled down for another kiss.

****************************

Sunset had just quietly exited the guest room and was on her way to get something to drink when she passed by Spike's room. She heard soft sounds coming from behind the door, and thought nothing of it, until the sounds increased a little and she recognized it as Twilight. "Huh, I thought Twilight went to the bathroom." she thought. Curiosity got the better of her, and she slowly open the door to take a peek inside. Her heart nearly stopped when she saw both Twilight and Spike in bed together; Spike on top of her thrusting at a pretty moderate pace. Twilight released non stop sighs while trying not to moan too loudly, else run the risk of waking everyone up.

By look on Twilight's face, she was obviously enjoying herself; especially the way she squirmed underneath Spike. Seeing the two of them together like that caused Sunset to feel a tingling feeling between her legs. She continued watching them as her right hand started to travel downward. "Good God, what am I doing?" she thought as she started to touch herself.

****************************

Twilight slowly squirmed underneath Spike while sealing her eyes shut, gripping the sheets, and doing everything she could to not let out a moan. With each thrust, her pussy clamps down on Spike like a vice, her panting increases, and her breasts sway. Looking down at those large balloons, Spike moved in and took one of her nipples into his mouth. "Spike, no! They're sensitive!" she said in loud whisper. He responded by placing a hand on her other breast and groped it to his heart's content.

Twilight gritted her teeth and rose her back of the bed a bit as she was truly feeling it now. Nothing else mattered, not the zombies, not her parents, nothing, but Spike. She forgot about everything and only focused on what he was doing to her right now. Twilight let go of the sheets and placed both hands on Spike's head; pulling him away from her breasts to look at him. It was then she moved in to kiss him; moaning into his mouth.

Twilight quickly broke the kiss when Spike hit a certain spot inside her which nearly caused her to moan out loud, but she quickly placed both hands over her mouth. Tears started to form in her eyes as she felt herself coming close to the end; relaying this to Spike by closing her inner walls on him. This caused Spike to increase his movements to the point that the bed was moving with them. Twilight grabbed the sheets, gritted her teeth, and sealed her eyes shut as her back started to rise off the bed. Her tears started to run down her face as she tried her best to hold back, but it didn't look as though that was gonna happened. Her tightness was getting to Spike as well. He was about to release everything he had inside her; just a little more and it'll all be over.

"SPIKE, I'M GONNA CUM!" she said in a loud whisper.

"Y-YEAH, M-ME TOO!" he replied.

It only took a couple of thrusts, but both Spike and Twilight came at the same time; Twilight's body jerking uncontrollably as she released all over Spike who filled her. Spike quickly took action and cover her mouth with his hand to muffle her screams of ecstasy. Twilight's pussy continued to squeeze Spike, even harder this time; milking him for all he's worth. Her body twitched almost violently, and so often, Spike swore that she was having a possible seizure as he gritted his teeth at Twilight somehow getting even tighter as her body shook before finally calming down a bit. The couple slowly came down from their high with Spike resting his body on top of Twilight. Heavy breathing from the two of them filled the room before Twilight, filled with so much emotion, started sobbing once again. Spike slowly pulled Twilight into an embrace and rocked with her until she calmed down. Twilight held onto Spike as though he could be taken away from her at any time. Too tired to stay awake any longer, the couple snuggled together and closed their eyes; unbeknownst that they had an audience the entire time.

In the doorway, Sunset was on her knees hunched over after having an orgasm of her own. She thanked her lucky stars no one else saw her in this humiliating state as she slowly got up on wobbly legs and headed towards the laundry room to quickly clean up before heading back to her room. "I can't believe I just did that." she thought.

Chapter 20

Fleur and Rotor found themselves at a nice sized clothing shop within a shopping center. After searching the place extensively, and finding no signs of zombies, Fleur was now free to look around for anything that might fit which was great for Rotor as the poor guy didn't know just how much more of her teasing he could take. As if on cue, Fleur walked up to him wearing clothes that clung to her body; specifically, tight black pants, and a white tank top that looked as though her breasts were about to rip through them if she wasn't careful. She had to be doing this to him on purpose, he just knew it. Giving him a wink, she passed him up while moving her hips in such a way that her ass jiggled a bit. "Lord, help me." he thought as he followed her to the jeep. Driving off, they continued on their way; looking at all the abandon buildings and how there were clear signs of looting.

"I just don't get it." said Fleur. "Why is it when there's a disaster, people resort to looting? It's not like any of that stuff is gonna help them."

"You got me." Rotor answered. "I'd understand if it was something to help fight off these zombies, but TVs, shoes, and electronics? Makes no sense." Looking back at Fleur, Rotor took glances at her slightly bounce breasts before looking away. Fleur had a sharp eye, and knew he was looking at her; just the way she wanted. Ever since she lost that bet with him at the airport, she wanted him touch her again, but unfortunately, they've been getting sent on missions after missions and haven't really had time to rest. Even last night when they were on the road, nothing really happened since the place they were in was crawling with zombies. "Say, Rotor." she started. "Think you could do a favor for me?"

"What's that?" he asked.

"You'll know once we get there." she chuckled seductively.

There was a thought that entered Rotors mind; not helped by seductive look on Fleur's face. IF what he thought was going to happen, was REALLY going to happen, then he considered himself to be the luckiest bastard in existence. First he gets assigned to Fleur's squad, becomes her second in command, gets to fondle her breasts, and now there's a possibility that he's about to get laid. Unfortunately, his plans for her would have to be put on hold as they came across a small group of people running for their lives; sounds of gunshots echoing behind them. With a shared nod exchange, Rotor readied his rifle just as Fleur stepped on the gas. The two of them believed that it was another gang attacking, but when they got to the intersection of the street, they wished it was gang related. In front of them was a horde of zombies, about 50 or so, and two people, armed with hand guns, fighting them off so the others could escape. To say that these guys were terrible shots wouldn't do it justice, they were down right awful; missing their targets and hitting everything but. They were gonna get overrun if this keeps up.

Rotor jumped from the jeep and opened fire; hitting at least a dozen of them in the head. While he was handling them, Fleur looked out towards the other side of the intersection and just as much, if not, more zombies heading straight towards them. "Shit!" she said; quickly unfastening her seatbelt. She stood up, pulled out a hand gun that was in the back of her pants, and fired one shot. The bullet flew in a straight line, right through ten zombies killing them all instantly. She fired another shot killing more of them only to look at the north side of the intersection to see even more of them coming. "ROTOR, FALL BACK!" she yelled. Seeing the danger, Rotor motioned for the other two to get in the jeep with them. All three got in and Fleur accelerated in reverse; only turning around once there was enough distance.

"There's a supermarket just right there." one of the men said. "That's where we're headed."

All the people running, all made it inside the store. They were about to close it up when Fleur pulled in. All four jumped out of the jeep and headed inside. Closing the door, they locked it and barricaded it with whatever they could find. Pretty soon, the entire area was crawling with the undead who was just walking around. Fleur moved to take a look through the window and saw how each zombie was just walking about. She took a couple steps back away from the window to avoid the risk of alerting them. Judging by how their walking about, they appear to have no idea where they are, or rather, where anything is. It as if their blind or something.

"Great, now what?" said a random man. "We just sit here until they get us?!"

"Isn't there a back exit we could use?" asked a random woman.

Just about everyone started to make their way to the back area with some taking the opportunity to stock up on some supplies. The back area was filled with stock, barely any room to move, and just overall cluttered. All the way at the end, was a large roll up door where the trucks unload and near that was the emergency exit. Of the survivors was about to pull on it, but was stopped by Fleur. "Hold on. You open that door and the alarm might go off." she warned. "Lets look around for a screwdriver or something to disable it." Some of the survivors did just that; going off to search the backroom for anything that could be used to take out the alarm. Eventually, they found a screwdriver and brought it back to Fleur. She went to work unscrewing the alarm and removing the battery. There was a small chain wrapped around the door handle and a small pole on the wall that was held together by a small zip tie. Fleur broke it off, and opened the door, however, upon doing that, she was greeted by a horde of zombies just standing there; leaving completely surrounded with no way to escape. She carefully closed the door and turned back to face everyone. "There's a hold horde of'em behind the store." she explained.

"So we're trapped here?" one of them asked.

"Afraid so." she answered. With nothing more they could do, the group left the back room and returned to the front of the store where they broke the bad news to everyone else. While the survivors were all worrying on what to do now, Fleur pulled Rotor to the side to talk in private. "We should call home base to evac everyone from here." he suggested.

"Yeah, but first we need to figure out how without losing anyone to those zombie bastards out there." she replied.

"How about the roof?" he suggested.

"Can we even get up there from inside the store?" Fleur wondered.

"Only one way to find out." Rotor said as he took her hand. The two of them snuck away together towards the other side of the store. They found themselves in the produce section and went to the back area there. There was a large roll up door for the truck and few pallets of refrigerated stuff that was sure to be no good. They split up; going on opposite sides of the area to cover more ground. Rotor found himself going into a hallway that looked to connect itself somewhere; possibly to the other stock room. Rotor traveled along the path looking for a way to get to the roof. He made it the middle of the area when he came upon a ladder leading upwards to the ceiling. Wondering if this could be their way to get to the roof, he climbed it; going all the way up until he made it to the ceiling where he was right next to a door. Grabbing the latch, it opened it and was met with the bright gaze of the sun. Rotor had made it to the roof. At that point, could hear Fleur calling out to him. "Hey, up here!" he called. "I found a way to the roof!"

Fleur looked up just in time to see Rotor climbing through the opening. She followed up after him; climbing the ladder and making it top side with him. The two of them walked over to the front of the store and were horrified that now there seemed to be even more zombies than before; it was like an ocean. "Where the hell are they coming from?" Fleur asked.

"You got me." Rotor answered. It was then, Rotor noticed something odd about the undead creatures, specifically, how they moved. While some were just standing about, the rest seemed to be walking into things without realizing they were there. Fleur started to notice it too; especially when one of the zombies continuingly walked into a parking sign as though it was trying to pass through it. "Are....Are these things blind?" Rotor asked.

"Looks like it." Fleur responded.

"But how could that be when they followed us here?" he asked. That was a valid question. When they were at the airport helping civilians escape, they've killed numerous amounts of these things, and they always knew where their victims were. The more Fleur thought about it, the more she started to wonder if something else was at play. She started look around on the roof for something she could use to test her theory. "What are you doing?" Rotor asked.

"Rotor, stay there for a minute, i'll be back." she said before heading back to the door. Rotor watched as disappeared back into the store. Looking back into the parking lot, Rotor could only watch as the zombies surrounded their jeep and continued to walk into it.

A few minutes had passed before Fleur returned to the room with a hammer in hand. He wondered just what it was she was going to do with that, and quickly got an answer. Fleur took aim and threw the hammer as hard as she could; hitting and smashing the window of an old looking van. Rotor was about to say something, but Fleur simply rose her hand to stop him and just pointed down below. The two watched as all the zombies turned their attention towards the van and started moving towards it. Bumping into it and each other, the zombies were like flies to the bug zapper. "They ARE blind." Fleur said in amazement. "And their sense of hearing is how they find their victims."

"We should relay this message to the others, as well home base." Rotor suggested. Rotor reached into his back pocket and pulled out a special device in order to contact their home base while Fleur headed back into the store to inform everyone of their discovery.

****************************

Fleur had just came from one of the isles just in time to see the survivors looking at the window at the undead. She gasped as one of them started to remove the barricade and open the door. "No, wait!" she called; running over. "Don't open the door!"

"Look, all the zombies are leaving." said one of the survivors.

"No they're not." she said. "They're just moving to one side of the parking lot, and then it's not even all of them. If you just wait a little while longer, help will be on the way."

"How do you know that?" asked a female survivor. "Who are you?"

"Colonel Fleur De Lis of the Equestrian Self Defense Force!" she said while saluting. "My mission is to find and evacuate any and all survivors we come across! Rotor is on the roof right now call for assistance. Just wait a little while longer." Most of the survivors could believe their luck, while three of them were skeptical; especially seeing that the zombies were moving to one side of the parking lot.

"Why should we wait, and gives these things a chance to regroup?" one of them said. "We should head out now while there's a clearing."

"Need I remind you, the entire building is surrounded." Fleur argued. "They're moving, yes, but compared to what we just saw out there, there's no where to go. The only way to get everyone out of here safely, is to be air lifted out." Fleur could tell just be looking at the three skeptics, that they weren't going to listen. Usually, crap like this happens in movies or tv shows, where there's at least one dumbass who refuses to listen to reason and ends either getting killed in the end, or get just about everyone except the main characters killed before dying themselves, and Fleur found herself dealing with three of them.

"And who's to say they'll even come?" said the second skeptic. "We'll all probably be dead by the time they get here once those creatures figure out where we are."

"They won't, as long as you don't alert them." she said.

"What are you talking about?" asked a female survivor.

Fleur explain what she and Rotor had discovered about the zombies while on the roof. Her explanation caused the three skeptics to laugh at the ridiculousness of it all. The zombies are blind and yet knows where everyone is due to whatever sounds they make? She was clearly making this up. By the looks the others were giving her, Fleur knew that they were finding it hard to believe, hell SHE found it hard to believe until she tested the theory out. Just then, Rotor showed up noticed there was some slight tension in the area. "Evac is on the way. It'll be here in about twenty to thirty minutes." he said. "What's....going on?"

"I'm trying to convince these guys not to leave." Fleur explained.

"Yeah, I wouldn't go out there if I were you." Rotor warned.

"And why's that?" asked the first skeptic. Rotor just pointed outside at what looked to be an all new horde of zombies making their way over. It looked to be twice as many as before, with all of them bumping into or attempting to walk through one another just to get somewhere. Clearly, if they attempted to leave even with the small gap, they'd be overrun by this new horde. "Where did they come from?" asked a male survivor.

"Your guess is as good as mine." Rotor replied. "But right now, everyone needs to head to the roof, cause when the choppers come, there's no telling how these creatures will react." The survivors began mummering amongst themselves as they started to believe that what Fleur told them was actually true, while the three skeptics were annoyed that their window of opportunity closed in on them before they had the chance to act on it. If only this woman hadn't stopped them, then everyone would've out of there; maybe half way out of the city. Now they have to wait for a rescue that might not even show up. One by one, everyone started to follow Rotor towards the back while the three skeptics watched. Reluctantly, they too followed after everyone.

****************************

Before long, the entire group of survivors were soon on the roof of the supermarket where they saw the full extent of how many zombies were around them. However the three skeptics believed that there was still a way out of this situation, and that there was no need to stay here any longer.

"It's a good thing you showed up when you did, otherwise there'd be a huge problem." Fleur said after pulling Rotor aside.

"Yeah, about that." he replied. "What was up with those three?"

"Let's just say they were about to do something stupid that would've gotten just about everyone killed." she explained. "We can only hope they won't try to convince everyone to jump over to the next building or something."

"I highly doubt they'd make it anyway; too much of a gap." Rotor replied. "Anyway, as for us, we to worry about our escape plan. Once the choppers get here, it's gonna set these things off."

"What do you think we should do?" she asked.

"They're gonna make a clearing for us, so we'll have to make to the jeep before even more of these things show back up." he explained.

"Guess the best and fastest way to do that is to jump." she said while looking over the ledge. "Based on where it is, we should be able to make it, from there, it's just a matter of driving out of here without being slowed down by these walking corpses."

"After this, we're still heading to the mall, right?" he asked.

"Of course we are." Fleur replied. While the two of them conversed on what to do next, the three skeptics were working on a plan of their own. Walking to the other side of the building, they noticed the store behind them had no zombies surrounding it. If they could find a way to get there, then there be no need to wait for any helicopters that may, or may not come. They couldn't jump over due to the large gap, but since there wasn't any zombies on the bottom, all they needed to do was find a way down, and a few seconds later, they found one. There was a drop ladder about a foot away from them, and with even more luck, at the bottom, there appeared to be a hole in the fence that separated the two properties. All they had to do was climb down, cross over, and they're home free. One of them grabbed the latch and pulled on the lever; causing the ladder to drop down with made a clanking noise that not only caught everyone's attention, but the a small group of zombies that were nearby.

"What was that?" Fleur asked as she turned towards the direction the noise came from. Her eyes widen in shock the second she saw the three skeptics make an attempt to climb down the ladder. "What are they doing?!" she asked.

"Hey, wait!" Rotor called.

The men didn't listen, and one by one, they took the ladder down right before Fleur and Rotor got to them. "Look, there's no zombies back here, they're all at the front of the store!" one of them called before pointing. "If we go through here, we'll be in the next parking lot and away from these creatures!" The other survivors came over to see what they were talking about, but before any of them had the chance to say anything, there was a sound in the distance that caused all of them to look up. It was just what Rotor had said, help was on the way.

"You guys better get up here right now!" Rotor said with urgency. "Once those choppers get here, who knows how the zombies will react!"

"You're still on about these things using sound to find us?!" the second skeptic replied. "That makes no sense. You're basically saying we need to be quite at all times!" While they were arguing, the choppers were getting closer and closer which alerted the undead. All at once, the zombies lifted their heads up and started moving towards the sounds of the choppers. Problem is, the sounds of the choppers were echoing which caused all of the undead to move about in all directions. Some of which started to push up against the windows of the building until they finally broke through. Thankfully, everyone was on the roof...well...almost everyone. It wouldn't be long before the undead swarmed around right at the three skeptics who's loud voices were sure to invite them over. "Alright, i'll get these idiots while you see to everyone's evacuation." Rotor suggested.

Fleur was against this idea and want to just leave those idiots to their fate, but didn't have time to debate it. "Fine, but if things start to get bad down there, you come back up here. That's an order!"

"Roger that." he replied before beginning to climb down the ladder.

"Alright, everyone, follow me!" Fleur announced; leading everyone away.

Rotor had made it to the ground just as the first chopper flew overhead where the three skeptics notice an aerial machinegun mounted on it. Believing that they were just there to wipe out all the zombies, they started to continue on with their plan. "Hold it!" Rotor called out; running out in front of them.

"Get outta our way!" one of the said.

"What is wrong with you guys?! Help is literally right there, and you want to run off and get yourselves killed?!" Rotor yelled.

"It's just one chopper, and they're probably just gonna shoot out all the zombies in front anyway." said the third skeptic.

"There's more on the way! They're right behind it!" Rotor argued.

"Then they can pick us up in the clearing once all the zombies are dead!" argued the second skeptic.

"The noise from the choppers will....!" Rotor started.

"UGH! Again with that crap?!" said the first skeptic. "If the zombies were blind, which they aren't, then they wouldn't be able to navigate so well. They wouldn't know our exact location every time we've managed to get away from them, and you expect us to believe that it's because we're making too much noise?!"

"If that was the case, then they'd be here already?!" the second skeptic as he walked up to Rotor. "If help IS coming like you said, then they can pick us up in the next parking lot since it's empty!" Placing a hand on Rotor's shoulder, the second skeptic pushed him aside. "Now get out of the wa.......!" The second skeptic was suddenly grabbed by a zombie that came through the fence. The others didn't even notice it was there until it was too late. Rotor turned around just in time to see a group of them making their way over. Acting quickly, he pulled out his gun and put a bullet in the undead creature's head.

"Get to the roof, NOW!" he ordered. Right after his statement, three more zombies came in through the fence. One of them grabbed the third skeptic, pulled him in, and bit down on his shoulder before Rotor had the chance to fire off a single round.

"NO!" yelled the first skeptic as he attempted to pull his friend away. The turned out to be his ultimate mistake as right when he grabbed his friend, one of the other zombies moved in and bit down hard on his arm. A loud scream of pain filled the area as blood gushed from him. Rotor grabbed the third skeptic and practically threw him into the ball of the building; ordering him to climb the ladder right now. Turning back at the other two, they were transforming into the living dead right before Rotor's eyes. Taking aim, he fired two rounds; putting a bullet in both their heads. It was a mercy killing, though they may have been idiots, no one deserves a fate like that. The third skeptic began climbing up first, only to be stopped when one of the undead creatures grabbed his leg. He yelled and attempted to kick it away which caught Rotor's attention. "NO!" he yelled and ran over. He was about to fire, but had to quickly move as the zombies nearly caught him. "They move slow, but you don't pay attention, they're all over you like locust." he thought.

"NO! NO! GET AWAY, GET AWAY!" yelled the third skeptic as he continued to kick the zombie. His screaming was causing even more of them to head his way. Before he knew it, there were about six of them reaching to grab him. He was able to kick one of them in the head, causing it to stumble backwards, but that only left him open for another to get him. With both of his legs now caught, he struggled to get free, but the strength of the undead was just too great. Rotor, shot a few of them in the head before making an attempt to get to the man who struggled to keep his grip on the ladder as he was being pulled to his death. "NO! I DON'T WANNA DIE, PLEASE GOD!" he yelled. Unfortunately, the zombies' grips were too strong, and he was pulled from the ladder towards the ground where they dogpiled on top of him. His screams of terror filled the area as he was torn limb from limb, with regret being his final thought. Seeing as he failed in his attempt to bring all three men back, Rotor made a break for it; heading to the ladder and climbing up before any of the zombies had a chance to get to him. "Those goddamn idiots!" he muttered. "It didn't have to end that way."

Rotor made it back to the roof just in time to see the last of the survivors board the chopper. Fleur was relieved to see that he made it, but knew by the look on his face that things didn't go well. Giving the pilots the go ahead, the door closed and the choppers started to ascend into the air. Meanwhile, the chopper with the minigun took aim and fired upon the sea of zombies; cutting them down like weeds in a garden. Blood and body parts flew everywhere as they were mowed down within seconds. Some of the parked cars were hit buy the bullets as well, causing a few of them to explode; killing even more of the undead in their path. The chopper stopped firing and all that was left was a sea of dismembered bodies. Fleur gave a hand signal and that was the chopper's que to leave. "We better hurry before more show up." she suggested. The two of them located their jeep, and in one move, leapt from the roof and landed right in their vehicle. As Fleur turned the ignition, she turned towards Rotor who looked angry. "You alright?" she asked.

"Those damn idiots." he said; clutching his fist.

"You did what you could." she reassured; placing a hand over his. "It's not your fault. "

"Yeah." he said; not feeling that much better. As Fleur started to drive off, she gave Rotor's hand a gentle squeeze; knowing that this was probably going to follow him for a while.