While, the whole situation of trying to get Tom and Jerry to be friends ended up being a frustrating failure, at least they could move onto a different priority for the time being. Puggsy had kept his word of finding a place to eat, much to the others' alleviation. The stray dog began fishing out food from several garbage cans that lined the walls of the alleyway, humming a tune.

"Hey, look. Chunky tuna,” Puggsy showed the half-empty can to his flea friend.

"Come on, Puggsy, speed it up. I'm starving,” Frankie stated.

"Psst. Hey, Puggsy,” Tom called out quietly through the fence.

"I thought you said you knew a place to eat,” Twilight said.

"This is it,” Puggsy proudly announced, holding up the lid of hand-picked, garbage food." Pull up a tray, everybody. It's chow time."

The Mane 6 and Spike stared at him with disgust and disbelief.

"Yo-...You mean you were referring to the garbage cans?" the appalled alicorn asked.

"Yeah. A trash can smorgasbord,” Frankie replied happily, hopping down onto the lid of food." Delicious."

Tom licked his lips hungrily, but the others were conveyed the complete opposite.

"Those two have to be joking, right?" Spike turned to Applejack.

The country mare shook her head in repulsion.

"...Ah...Don't think they are, Spike,”

"Ugh, this is a new low,” Rainbow withheld the urge to vomit.

"Twilight, if you could so kind as to make an another portal to get us out of this world, please,” Rarity said sweetly, but her tone held a great deal of disgust.

Twilight did a double-take at her friend's request.

"...I...I don't know if I can do that. We've only been able to leave until after a mission is complete."

"Well, then please find a way around it,” Rarity now sounded more irritated. "This place has been nothing, but disappointment after disappointment."

"Ah thing yer overreactin' bit there, Rares," Applejack said. "We can always just find a proper place to eat."

The off-put fashionista exhaled sharply.

"I suppose you have a point there."

"Oh, stop being such perfectionists," Tom cut in. "We live on the streets now. This is as good as it's going to get."

"We are not eating out of a trash can, Tom,” Rainbow stomped her hoof.

"Not only is it absolutely disgusting, it's also unsafe,” Twilight pointed out. "Who knows what kind of diseases and bacteria are in those things."

"Yeah, that's kind of gross,” Fluttershy whispered.

"I may eat sweets like my life depends on it, but even I know that that's icky-icky-icky!" Pinkie added.

"Fine. Have fun trying to find a welcoming restaurant,” Tom began walking through the open fence.

"Come on, you fraidy cat. you let me out of here right now,” Jerry's voice could heard as he pushed the pot closer to the group. "What's the matter? You hide me in a flowerpot? I'm gonna nail you to the wall when I get out of here, Tom."

"Ah still don't understand why ya feel the need to up'm just trap 'im in that there pot like that,” Applejack said disapprovingly. “It just seems petty.”

"Spend years of your life fighting with him, then come back to me and see if you hold the same opinion,” Tom said flatly.

He grabbed a brick off the ground and laid it on the pot, keeping Jerry from moving.

"Come on. Fight fair!" Jerry yelled.

"Now that's just cruel," Fluttershy said with a hint of anger.

On the other side of the fence, Puggsy and Frankie were still rummaging through the garbage cans. Neither of them were aware of the two large shadows closing in on them.

"Frankie-boy, we just hit the jackpot,” Puggsy pulled a whole fish out of one of the cans.

A net came down on them in one quick swoop. The scruffy dog dropped the lid of food and let out a yelp as he and Frankie were hauled away out of the alley. Tom, the Mane 6, and Spike were entirely unaware of what was going on. The cat was pushing the pot away from the fence.

"Hey! Hey! Ow, oh! Now you're gonna get it!" Jerry barked.

"There. Now he won't bother us,” Tom said with satisfaction plastered on his face.

"He was not a bother, you just hate him,” Fluttershy argued.

"Same difference."

That’s when Twilight decided to step in.

"Look. I get it. You don't like him because you're natural enemies, but that really shouldn't stop you from, at least, tolerating him. I mean, look at me and my friends, we've made friends with other species that, for the longest time, ponies have avoided. The dragons, the griffons, we even made friends with a Zebra, and we all assumed she was an evil sorcerer. Heck, we even made friends with Discord and he used to be a villain. Look, what I'm trying to say here is that you shouldn't just refuse friendship somepony or some-mouse just because of biology or feuding. They may turn out to be a whole lot more than you think."

"Dragons? Griffons? What do you think this is? A fairytale?" Tom asked indignantly.

"No!" Twilight said a bit louder than she meant to. "That's not the point. The point is that it's best to let that biological hatred go and learn to be more friendlier with Jerry."

"Listen, Twilight. You do you and I'll do me, okay. I have no interest on being friends with Jerry,” Tom replied candidly. "I'm sure you'll find enjoyment in befriending that pest."

"I heard that,” Jerry shouted.

The alicorn princess just stared at Tom with a disheartened expression. Her ears flopped against her head and she let out a sad sigh. Despite being the Princess of Friendship, she felt like she was doing a poor job.

"You're being more of a pest that Jerry is!" Rainbow yelled.

"More than that. An outright scoundrel!" Rarity added.

"Whatever," the arrogant pussycat rolled his eyes.

"I'm still getting that flowerpot off him,” Fluttershy said semi-sternly. "He, at least, deserves a chance."

"Agree to disagree, but, like I said, you do you. Just as long as I'm long gone and he can't follow me."

Tom turned back to the broken fence and starting climbing through it.

"Just how stubborn can one cat be?" Spike muttered to himself.

Applejack came up to her downtrodden friend.

"Ya gonna be okay, Twi?"

Twilight gazed up at the orange mare with a solemn expression.

Yeah, I'll be fine, Applejack."

As Tom open the broken fence, all he could see was an empty alleyway with the garbage food strewn about the stone pathway. He did a double take and looked around in confusion.

"Hey, Puggsy? Frankie? Puggsy?"

"What's going on now?" Rainbow said squeezing her head through the fence opening.

The others looked through to see for themselves.

"Hey. Where are Puggsy and Frankie?" Spike asked.

"Maybe they're playing hide and seek,” Pinkie said with excitement.

"For some reason I doubt that, Pinkie,” Twilight said bluntly.

Far out of view, on a dimly lit street, an old animal control truck sat parked along the curb. Inside, two men in face masks laughed darkly.

"The straycatchers strike again," the purple-masked one said.

"Yeah, one more for the doc,” the red-masked one laughed.

Puggsy and Frankie peered through a small set of bars from the compartment they were trapped in. the two masked men continued to laugh as the truck slunk away in a cloud of smoke.

"Where in Equestria did they go? Did they run off on us or something?" Rarity asked.

"Why would they run off on us?” Twilight added. “They seemed like genuine friendly folks."

"Oh, well, more for me." Tom climbed over the fence and ran over to the garbage food.

"Sure, worry about yourself and not the ones who are now missing,” Rainbow said sarcastically.

The Mane 6 and Spike made their way through the other side of the fence.

"So, where do you suppose we can find sanitary food to eat?" the rainbow-maned pegasus asked.

"Well, there's got to be a place around here somewhere,” Twilight said.

"Yes, but let's be quick about it. Having to stare at Tom feasting on garbage might make me lose my appetite,” Rarity stated.

Tom chose to ignore them and enjoy himself. He picked a can off the ground and scraped his finger along the inside.

"Chunky tuna,” he smacked his lips.

"Ugh. Truly something to revolt, right girls?" Rarity asked.

"Agreed,” Spike said.

"I-I-I...U-Um...Fluttershy stammered.

"What's the matter now, Fluttershy," Rainbow groaned.

The frightened pegasus pointed to where Tom was. He was oblivious that two hands poked out from behind the trash cans. They each grabbed a trash lid. The Mane 6 were immediately on edge.

"Umm, Tom,” Spike slowly stepped back behind Rarity.

"Oh, what is it..." Tom was suddenly interrupted when the two trash lids smacked against his face.

A sound akin to that of cymbals echoed throughout the alley. Tom violently wobbled from side to side. A woozy smile formed on his face for second as he came to a stop.

"You okay there, Tom?" Applejack asked.

"Yeah, but..." the homeless cat looked around, wondering what just happened.

"Puggsy, is that you? Are we playing a game?" Pinkie hopped up to the trash cans.

"This is our turf, tootsies,” a dark, gruff voice spoke.

Tom bent over looked between his legs, hearing to voice from behind him.

"Tootsies! Who are you calling tootsies?!" Rainbow angrily flew up to the trash cans. "Show yourself."

A smaller, scruffy, dark-colored cat poked through the trash cans. He wore a dark green shirt, a red cap, and a pair of dark blue pants.

"You better switch that attitude of yours, rainbow girl,” the mean-looking cat warned, before turning to Tom. "In this mean alley, cats ain't pretty, pussy, pally cats!"

“And who are you to call the shots here?” the riled up pegasus challenged.

“The name’s Big Arnold to you, pipsqueak. And you’re in our territory.”

He walked forward as Tom backed away, still bent between his legs.

“Pipsqueak!?” Rainbow seethed with bared teeth. “Have you even looked at yourself through a mirror?”

"This is our domain!" the small, alley cat ignored her question. "And for that matter, we ain't too welcome to others kind of pets. So your horse friends and that lizard don't fare any better."

"Hey! For your information, we are ponies!" Rarity said, offended. "And Spike is not a lizard, he is the sweetest, kindest, most respectful dragon you'll ever meet."

She pulled the little dragon over to her with her magic and held him out.

“Who could be mean to such a cute face?”

“Uhh…” Was all Spike said.

"Like we care about that!" the alley cat snapped, getting right in the dragon’s face. "You lot ain't welcome here and we don't take to resisting our demands lightly."

Big Arnold’s threatening demeanor intimidated Spike to the point that he slipped at of Rarity’s grasp and hid behind her. By this point, the ponies and dragon bunched up with Tom and stepped back with him.

"We? Who's we?" Twilight demanded.

No sooner had she asked. She and her friends bumped into something...or rather someone. A giant, overweight cat wearing a small blue shirt towered over them with an equally mean expression. Tom, however, didn't stop and unknowingly climbed up the large car. He raised his head back up only to be face-to-face with the cat, who growled at him.

"Oh, that's what you mean,” the princess gulped.

"Whoa, nelly,” Applejack went wide-eyed.

"I hope I made that plain! You're dead if you're not out of here. I wanna make that very clear," As the cat spoke, three more medium-sized cats came up from the darkness.

One was wearing a black shirt and blue pants and sported a large mohawk. The second wore a dark blue shirt, dark red pants and had spiky hair. The third wore a dark red shirt, grey pants, and and had small wedges of hair.

"This is how we are, and this is how we stay. Okay?" the alley cat pulled Tom off the big cat.

"Okay,” Tom gulped.

"Yep. We understand," Twilight said, sweating profusely.

"Why, yes, I think we were about to leave anyways,” Rarity agreed.

"Yeah, we were just looking for our others friends,” Pinkie said cheerfully.

"Okay!" the alley cats shouted, half-threatening, half-mocking.

With the team alley cats distracted with ending their song, Tom, the Mane 6, and Spike took the opportunity to make a run for it.

"Go, go, let's get out of here," Twilight whispered frantically.

However, as they made their escape, Big Arnold was quick to notice them escaping. Furious, he turned to his fellow thugs.

"Hey, way to go! You let them get away!" he shouted.

The big cat toppled over on top of the other three cats, creating a small fight.

"Go get him, you dumbbell!" Big Arnold shouted, pulling on the big guy's shirt to get him upright.

The five alley cats started to chase after the group of ponies, dragon and cat. The team crawled through the broken fence in an attempt to escape.

"Get away from us!" Rarity shrieked with terror.

The big cat broke through the fence, splintering it to pieces. He also knocked over Jerry's pot, setting him free. Jerry looked around in confusion. Fluttershy ran up to him.

"Are you okay, Jerry?" she asked, catching her breath.

"Yeah. But, what's going on?" The mouse asked.

"T-this gang of street cats showed up. Th-They’re chasing after us."

Jerry spotted Tom and the others running back down the alley with the cat gang in pursuit.

"Gah! They're heading our way!" he squawked.

He ran as fast as he could down the rest of the alley.

"Eep!" Fluttershy squeaked, taking off after him.

"Leave us alone!" Twilight yelled back at the gang.

"You lot need to be taught a lesson,” Big Arnold shouted back.

As Jerry raced out of the alley and into the darkened street, he noticed a manhole cover with a rope next to it. Fluttershy raced by, terror coursing through her body.

"Fluttershy, wait!" Jerry called.

The pegasus came to a hesitant stop and turn to the brown mouse.

"Wh-Wh-What is it?" she asked, still shaking.

"I've got an idea," Jerry said confidently.

Tom, Spike, and the rest of the Mane 6 rushed out of the alley. By that point, Jerry and Fluttershy had fastened the rop to the manhole cover and wrapped around a light pole.

"A-Are you sure this will w-work?" Fluttershy asked anxiously.

"Trust me, Fluttershy. I did this stuff all the time on Tom,” Jerry responded confidently.

The last of the pair of hooves raced passed the steel lid.

"Now!" Jerry shouted.

The mouse pegasus pulled with all their might and lifted the manhole cover open. One by one, the thug cats plummeted into the pitch-black hole and, inevitably, the sewers. Once the last cat fell, the two dropped the lid back in it's place.

"Ha, ha. We did it!" Jerry said happily. "No more alley cats to bother us now."

"Heh. Yay," Fluttershy said quietly, though she was also relieved.

The rest of group stopped when the noticed the alley cats were gone.

"Fluttershy? Jerry? Did you do that?" Twilight asked.

"Guilty as charged," the little mouse smiled smugly.

"Uh....Yeah," Fluttershy said.

"That was incredible! I didn't know you had it in you to do that, Flutters!" Rainbow flew up to her pegasus friend.

Fluttershy couldn’t be smile from the compliment.

"Th-Thanks. Are you girls alright?"

"Yeah, thanks ta you and Jerry,” Applejack said.

Jerry turned to Tom.

"You okay, pal?" he asked.

"Yeah, I'm okay," Tom's smiled then turned to a scowl. "But don't call me "pal."

He walked away with an indignant frown. Jerry was surprised and yet saddened.

"Oh, come on!" Twilight yelled. "Jerry literally went out of our way to save us. Is that really not enough for you."

Tom stopped for a second, as if to contemplate Twilight's truthful words. He turned back to them with a more laid-back look.

"Come on, mouse.”

Jerry's expression brightened and walked after the grey cat.

"Yippee! Friendship for the win!" Pinkie practically screamed.

"Hey, don't get to comfortable,” Tom called back. "I'm only tolerating him for now. Also, you guys coming or what?"

"Oh, yes. Hopefully now we can start looking for a place to eat," Spike said.

"That's the plan,” Jerry replied.

"All right, let's go, everypony,” Twilight encouraged.

The ponies and dragon caught up to the cat and mouse as they continued down the quiet streets.

"So, what places are there to eat?" Rarity asked.

"Not much at this hour,” Tom said. “Everything's pretty closed by now."

"Well, surely there's got to be, at least, one place that's open,” Applejack insisted.

So now, the nine friends were left trudging along the lonely streets of the city. The dim lights of the street pole being the only source of visibility and direction.

"Maybe we could try that restaurant Tom tried entering earlier,” Jerry suggested as the began crossing a bridge.

"Oh, yeah. Because that went well the last time,” Tom sarcastically remarked.

"Plus, a lot of the items they sold had meat. And we're not meat eaters,” Twilight pointed out.

Jerry did a quick look over at the Mane 6.

"Right. Ponies." He said to himself. "What about Spike? You said he was a dragon."

"He is, but, I've always tried to keep him from eating meat. You know, because he and I live amongst a bunch of other ponies."

"Yeah, I mostly gems, which is what most dragons consume, anyways," Spike clarified.

"Good luck trying to find raw gems in a city," Tom snorted. "Unless there's a jeweler nearby."

"Maybe, the pony heading towards us might be able to help,” Pinkie said.

"Say, what?" Rainbow asked.

Pinkie wasn't joking. The sound of rapidly-approaching footsteps echoed out from within an alleyway.

"Somepony's coming!" Rarity said in surprise.

"Is it somepony friendly?" Fluttershy wondered, slightly scared.

"I'm not taking any chances,” Tom ducked underneath the bridge's guardrail.

The others, feeling the same, followed after and hid under the guardrail, as well. A shadow passed by them, the footsteps starting to dissipate. Twilight and Jerry peaked their heads out to see who had passed by. At the end of bridge stood a young girl, around seven or eight years old. She had blonde hair and blue eyes. She wore a pink and white shirt with a red sleeveless jacket, along with a backpack. She also wore blue jeans, a pair of bright, blue sneakers and and a pink hairband. The girl looked around to see if she was alone or not. Soon as she thought the coast was clear, she made her way down a flight of stairs that led underneath the bridge.

"Well, that's odd and concerning," Rarity said. "What is a little girl doing out here all by herself?"

"Whatever the reason, it can't be good," Rainbow replied.

"Should we follow her?" Spike asked.

"I s'pose we should,” Applejack said. “Just in case anythin' happens to her.”

"And out of morbid curiosity," Tom said.

"Well, you know what they say about curiosity,” Jerry smirked wittily.

"Ha, ha, very funny."

"Oh, did someone make a joke? I love jokes!" Pinkie raised her voice. “I got this really funny one. What did the hay bale say to the-“

"Ssh,” Rarity whispered harshly. "We don't want to scare the poor dear."

The ponies, dragon, cat, and mouse left their hiding place and made their way over to the stairs. They slowly and quietly tip-toed down the stairs, making sure not to startle the girl. However, Tom accidently knocked over empty soda can. It bounced down the stairs and rolled right next to the girl's feet. She clutches her backpack, clearly frightened. Just as they group reached the bottom of the stairs, she swung her backpack at them.

"Yikes!" Twilight gasped.

"Whoa! Hold it! Hold it!" Tom waved his hands defensively.

"We ain't gonna hurt ya, youngin',”Applejack said.

"Who...Who are you?" the girl asked.

"Nobody,” Tom answered coolly.

"Just us. He's Tom, and I'm Jerry,” the mouse said. "And these are also our friends."

"Yep. I'm Twilight and these are our friends; Applejack, Rainbow Dash, Fluttershy, Spike, Rarity, and Pinkie Pie,” Twilight introduced.

"Hi-ya!"

"Wassup?"

"Howdy."

"Pleased to meet you, darling."

"Um, hi."

"Hey."

"Oh, I thought you were somebody else,” the girl said, relieved. "I thought you were following me."

"Heck, ,” Tom said.

"Well, we were kinda watching you. But only because we were worried for you,” the alicorn princess explained. "Why are you out here all alone?"

"Umm, it's a long story,” the girl shied away. "What are you doing out here?"

"We're lost and we're looking for something to eat,” the grey pussycat said.

"Yeah, we're kinda hungry,” Jerry added.

"We've been trying to find a place to eat, but have been...unsuccessful," Twilight said.

"Oh, well, I've got cookies and an apple and..." the girl pulled out the bagged goods from her backpack.

"Oh, umm...you don't have to do that,” Fluttershy said thoughtfully. "We can just keep looking."

"Oh, I don't mind. There's plenty to go around,” the girl smiled.

"Oh, how generous of you,” Rarity said.

The Mane 7, Tom, and Jerry, and their new friend got situated underneath the bridge. They sat on an old log, while they got a fire going to stay warm.

"So, your name's Robyn and you ran away from home," Jerry said holding a half-eaten cookie.

"How did you know?" The girl asked.

"Your name's on your locket."

"Oh, didn't even notice that,” the alabaster unicorn said. "It's a beautiful locket, might I add."

"Thanks,” Robyn held the locket. “Yes. It's Robyn Starling. I'm afraid I don't have a home anymore. I-I'm an orphan."

"The ponies and dragon all gasped at that.

"An...orphan?" Rainbow asked in shock.

"Yeah. My mother died when I was a baby."

"That's horrible,” Fluttershy's lips quivered.

"What about you father? What happened to him?" Jerry asked sympathetically.

"My father's on an expedition, climbing a mountain, when the snow gave way in a...av...ava..." Robyn tried to finish.

"Avalanche?" Tom asked.

"Uh-huh,” she began to tear up. "And he was the most wonderful father in the world."

Robyn showed the others the contents of her lockets, which were two pictures of her and her father. He had red hair with a sharp moustache. He also was seen wearing a Stetson hat.

"We had our own secret place just for the two of us and..."

She couldn't finish. She tried wiping away the tears from her eyes. Applejack came up to her and put a hoof on her shoulder.

"Ah understand how it feels, sugarcube. Ah know how it feels losin' your parents,” she said solemnly. "Ya feel so lonely and so lost without 'em."

The cowpony pulled Robyn into a hug. She continued to sniffle a bit. But, while nobody noticed, Applejack, too, began to tear up. Hearing Robyn's tragic story brought the memories of loosing her parents, as well. Despite being a pony that cried on the inside, Robyn’s story it too close to home.

"M-My gosh, darling. I-I...I don't what to say," Rarity said sorrowfully.

"I'm so...so sorry you had to go through that,” Twilight said, on the verge of tears herself.

"Yeah, that must...really suck,” Rainbow added.

Pinkie's mane had gone flat. Even Spike and Fluttershy had begun tearing up.

"I-Is that why you out here?" the pink earth pony asked.

"That place. Is that where you were going?" Jerry chimed in.

"Uh-huh, and to get away from my Aunt Figg," Robyn's mood soured. "She's not really my aunt, just my guardian. But, she's taken over the house. She moved me to the attic and gave my room to her dog, Ferdinand."

"Ferdinand?" Tom asked incredulously.

"Now that's just messed up,” Rainbow said angrily.

"Aunt Figg is always calling me "orphan." She even stole my locket and threw it out the window, but I climbed down and found it and...and..."

"Kept on running," Jerry assumed.

"As fast as I could. And I'm never going back,” Robyn crossed her arms.

"I think that's completely justified, if she's treating you that badly," Spike said.

"Exactly. That is absolutely unacceptable!" Rarity agreed.

"Oh, smart. Real smart, kid," Tom argued

"What do you mean by that?" Twilight turned to the cat, displeased of his brash rudeness.

“I mean, you’ve got a roof over your head, three sure meals a day, a warm bed. Who'd want to leave that?"

"I hate to admit it, girls, but Tom's right,” Jerry argued. “You never know what you're missing until you don't have it."

"But, over horrible treatment, all those benefits are certainly not worth being treated like that,” Rainbow said.

"You don't know Aunt Figg,” Robyn said. “She seems sweet, but underneath she's mean. Real mean.

"Why oughta give 'er the buck 'er to next week,” Applejack growled.

"You'll have to get ahead of me first,” the cyan pegasus said. "I'll make that "Aunt Figg" wish she were never born."

"Oh, come on. I'll bet she's frantic looking for you," Jerry said.

"Oh, sure. She's crying her eyes out for you right this minute,” Tom concured.

"Crocodile tears, perhaps,” Robyn grumbled.

"Seriously, you two," Twilight said sternly. "If someone as young as Robyn is this frantic to get away, then clearly her aunt his one horrible...person? Right?"

"...Yeah,” Robyn confirmed.

"Sorry, we’re still trying to get used to the new vocabulary.”

"Don't worry, 'bout yer aunt, Robyn. You’ll stay safe with us," Applejack assured.

"Thanks, guys,” Robyn said happily.

"But, we can't just stay down here forever,” Tom pointed out. “Eventually we'll have to keep moving."

"We'll just head to that place you were talking about earlier. Right, Robyn?" Pinkie asked.

"Yeah. It's a log cabin out in the woods near a river," The young girl said.

"Awesome! Then, that's we'll do,” Rainbow said.

The group of friends stayed under the bridge, letting the fire keeping them warm. It seemed that things were slowly starting to look up now.

To be continued

Author's Note

Big thanks to yoman556677 for the dialouge suggestion when the gang first meet Robyn.