Episode 3 Chapter 3: Departure
Written by: BRBeverage
Proofread/Edited by: KJay

Everything was the same since Lee'd gone outside to investigate his suspicions just a few moments prior. Rainbow Dash and Clementine were sitting at the wooden pallet, talking to one another as Clem continued with her project. Above them on the balcony was Carley and Ben, who were having a discussion of their own. Applejack and Duck were still having their race, though they looked like they were both starting to tire out a bit. Katjaa and Kenny were still sitting in the same spots as before; the latter still on watch while the former was resting on a couch nearby. Mark wanted to figure out what was with that chalk marking on the wall, and had started his own investigation around the motel. Lilly and Twilight were in their respective rooms: neither of them made a noise and only one was actually doing something.

The Motor Inn was quiet; everything was calm for the most part. Duck and Applejack had been the only ones making any ruckus and they'd calmed down once the boy's sugar rush wore off. For what seemed like the first time in a long time; Duck had tired himself out. Applejack, who had started to break a sweat, was grateful for the kid's momentary halt and took the opportunity to start a conversation with Katjaa, who was still recovering herself. Duck took to sitting on the ground and glancing around; his mind still as hyper as ever.

If Kenny didn't know any better he'd have been worried about his son stopping like that. Watching Duck run out of energy was like watching a dog being chased by a cat: it just didn't feel right. When the boy started talking to AJ and Kat at the speed of light Ken's mind eased up a bit. It was easy to let your head get away with worrying about little things when you were on watch. When nothing big was happening, well, watch was a horribly boring job. You'd sit up there for hours with a gun in your lap and nothing to pass the time. Sure nothing was immensely better than anything actually going down, but either way you were at risk of dying; whether it be from bullets or boredom.
Deciding he'd had about enough silence for now Kenny took the first opportunity he could to strike up a conversation with someone. Katjaa and AJ, along with almost everyone else nearby, was already in their own discussions. Luckily for him someone decided to walk by when he began to grow desperate.

"Hey, Mark!"

Mark, who'd been caught up in his thoughts, looked up upon hearing his name, "Hi there, Kenny." He hadn't been on watch too much himself, but Mark knew how dull that job got and felt sympathy for whoever was up there at any given time. Before it had been Lilly and Carley on watch for the most part, but as of late it'd been Kenny who found himself in that position more times than not. Knowing there's a point where any conversation is desired, Mark decided to grant him some of his time, "How're things looking from up there?"

"Well there's nothing out there trying to kill us from what I can see. So, y'know..." He paused for a moment, "... lookin' pretty damn good." He'd glanced up at the woods laid out beyond the Travelier before returning his gaze to the man nearby, "So how'd your guy's trip down to Macon go? Looked like ya'll brought back a lotta stuff."

"Yeah," Mark agreed, trying to keep a poker face when the events from earlier re-entered his thoughts, "we got what was left from the drugstore. It wasn't too much, obviously, but hopefully it'll last us a while." He still had the woman from that trip, which had only happened not too long ago, deep in his thoughts. He'd never really thought about killing people before now. After he shot Andy back at the Dairy without second thought he'd assumed that if he had to, in self defense or the defense of the group, he would be able to just take care of business like Lilly, Lee and the others did the times those bandits attacked. He'd figured it wouldn't that different from dealing with walkers. But after the events not long ago he realized something: he wasn't sure if he could.

When he shot Andy he aimed for his side, knowing it wouldn't kill him, when he could have just as easily aimed up a little and went for his chest, his neck, or even his head. Every time the bandits attacked he would only shoot a few rounds off into the woods, at no particular target, in a subconscious attempt to spook the attackers off rather than actually shoot at them like Carley did so easily. After what happened today, well, Mark wasn't entirely sure if he had it in him to kill anyone. He couldn't kill someone when it was the only right thing to do; what are the chances he'd do it when his life or someone else's life depended on it? What if this got someone he knew hurt one day? Or worse...
Kenny stared at the man, wondering if he was going to continue or if he was just in his thoughts now.

"... You alright, Mark?"

He sighed as his worries continued, "Yeah, I'm fine..." As Mark and Kenny had been speaking close by, Katjaa and Applejack were finally able to talk to one another again as Duck went elsewhere as his roaming attention was caught yet again by something new. Kat continued telling a story from years back that she'd been giving to AJ in bits and pieces here and there whenever the two had a chance.

"... and, like I've said, Ken is a good man and I love him dearly, but he can be downright stubborn sometimes."

"Let me guess:" AJ began, recalling certain bits of the tale her friend had told her so far, "He 'convinced' you ta go with and his fishin' buddies on another trip in his boat?"

She nodded, "Even after what had happened the last few times..." She shook her head, a smile never leaving her face, "I swear, Applejack, that no matter how many times I told him 'I don't want to go with you and your friends this time' it was as if he couldn't hear me. I might as
well have been talking to his truck." The two shared a friendly laugh with each other.

Applejack calmed herself down a bit, "So, what happened this time around?"

Katjaa shook her head again, "The trip was over just minutes after we left the dock: one of his friends was so drunk already he fell off the side and took me along with him. We were both fine, but Kenny took me home not long after they returned to shore. Later I told him I was
pregnant and he swore I'd never set foot near the water again. It's a good thing, too, because I really hated that boat of his..."

They shared another laugh. Unfortunately for AJ hers was cut short when she found herself glimpsing to Twilight's room once again. It was hard for her to enjoy herself like this with all that was going on with one of her friends; it made her feel selfish in some ways. Obviously she shouldn't let herself be sour and depressed, but it was hard to be happy. It was getting harder every day.
Being as close and observant as she was, Katjaa was able to detect her pony friend's sudden change.

"Are you alright, Applejack? Is there something you'd like to talk about?"

She shook her head, "Naw, I'm fine."

"You're a terrible liar, you know..." Kat told her with a cheeky grin on her face.

AJ chuckled, "Yeah, I really am..." She rolled her concerns over in her head, "I'm just worried 'bout Twilight. She seemed ta still be in a bad place when we spoke ta her. I really hope she can get past this..."

"I hope so, too." She glimpsed at the closed door herself for a moment, the events of that night running through her mind again. Even if she hadn't been there when it happened Katjaa could feel the impact of it like everyone else. She felt bad for everyone, especially Lilly and of course Twilight, and she even missed having Larry around to a small extent. She looked back down to her friend again, "Don't worry, Applejack: Twilight's one of the smartest people I've met. She'll get better, and everything will be fine."

Applejack sighed, "I hope yer right..."

Rainbow Dash and Clementine, still where they were before, had faded out of their conversation as the two enjoyed the peace of the moment. It wasn't too often that things were this quiet around here. Usually one would be unnerved by this or have their guard up, but instead they welcomed the change. It was weird; after three months of nothing but silence everyone were practically begging for something to
happen. Now, after all that's happened the last few weeks it was a refreshing change of pace, and nobody had a problem with it.

Clementine continued on with her leaf rubbings, nearly finished with the first one she'd started. This gave Dash some time with her thoughts. Unlike AJ, Dash wasn't too worried about Twilight at the moment; either that or she was better at keeping such thoughts from plaguing her too much. Instead Dash was thinking about home: after how long they'd been here she was ready to see Ponyville again. She missed all of the people she knew back home and couldn't wait to see them again. She was looking forward to going to the 'Welcome Home' party that Pinkie Pie would, no doubt, through for them. She looked forward to seeing how her number one fan Scootaloo was doing and how awesome she'd become in Dash's absence. Despite her better judgement, she also looked forward to trying on a dress for Rarity if the fashion pony asked. And Rainbow Dash, beyond all else, wanted to find her oldest friend, Fluttershy, and hug her until it got awkward.

And of course she looked forward to introducing all of their new friends here to the ponies back home. Dash envisioned Kenny and his family living on AJ's farm, and Carley finding work at a local paper in Canterlot or maybe Manehattan. She saw Lilly and Mark getting some form of job in Equestria's military forces, even if they probably wouldn't see much action seeing as wars and conflict weren't common. Lee becoming a teacher in Ponyville, and Clem becoming friends with the CMC and taking part in all of the wild antics they get into. And Ben... well... she was sure Ben would find something to occupy his time. Hopefully Pinkie would through a 'Welcome to Equestria' party for them. Knowing Pinkie that was a guarantee as well. Rainbow knew that Twilight hadn't outright said they would be coming with them but she couldn't think of any reason why she would say no. Dash was pulled out of her thoughts as Clementine spoke.

"... Rainbow Dash?"

"Yeah?" She pulled herself back to the present and looked at the girl across from her, "Something you need, Clem?"

"Well, um..." She went quiet for a mere moment, "Are you and Lee going to town again tomorrow?"

She thought about it quickly, "I doubt it; there isn't much left in town worth going for."

"Do you think you'll go hunting then?"

"I'm not sure," She watched the girl closely, as if trying to catch a glimpse of what Clem was thinking, "why do you ask?"

"I..." Clementine looked back at her younger friend/guardian as she halted her project, "... if everyone goes hunting do you think you and Lee could stay here instead?"

"I don't think we'll be hunting either way, Clem..." Dash watched as a wave of relief washed over the girl and a smile returned to her face. Now curious, Dash pressed on with her previous question, "Why did you ask that?"

Setting down her pencil, Clem looked her cyan friend in the eyes, working up the courage to speak her mind, "Because... it's just... you and Lee are always gone..."

"We're not always gone. We---"

"Every day you both go somewhere without me and you're gone for hours..." Clem continued despite Dash's input. Dash could see that Clem was fighting the urge to get emotional: a sight rarely seen from the strong willed little girl, "And every time something happens you BOTH have to go and help take care of it. I know you're doing the right thing and you're keeping us safe, but we never spend as much time together as we used to. This is the longest time we've spent together in weeks! I just..." She fought back a tear that threatened to roll down from her face, "I wish you both could be here more often..."

Rainbow hadn't been prepared for that, and she wasn't entirely sure how to react to it right away. Honestly she wished that she and Lee both could spend more time with Clem already, seeing as they were usually busy for the most part on runs and keeping this place secure. It never crossed her mind that Clem could miss them this much, even if they still saw each other every day. Sure the two of them had been talking for a little while now but like she'd said they hadn't been given a chance to talk like this for a while. The same could be said for Lee, which was horrible seeing as Clem was the most important thing in the world to him anymore. Dash went quiet as her words continued to sink in. After a moment Rainbow decided it'd be best to bring Clementine's plight to Lee's attention as soon as she could.

"I'll be right back, Clem." She got up before the girl had a chance to protest. Even if she would only be gone for a moment, leaving the girl's presence felt wrong of her to do. She quickened her pace in search of her friend. Unaware as to where he was Dash went over to Kenny and Mark as the former seemed to be asking the other a few questions. Seeing as he was on watch it was a safe bet he might know where Lee had gone off to, "Kenny, Mark, have you guys seen Lee?"

"I thought he'd gone off to be with you girls; that's where I saw him after I showed Lee that marking."

"Wait, marking?" Kenny looked at the man quizickly, "What marking?"

"Over there, there's a chalk x on the--"

"Hello? Guys?" Dash grabbed their attention again, "Have you seen Lee or no?"

"Oh, yeah, he went outside." Kenny said bluntly. Dash didn't question further and went towards the still open gate. Mark looked at the watchman.

"He went outside? Why?"

He just shrugged, "I don't know. Knowing Lee, though, he probably saw a plastic bag or something out in the road and went to go check it out." Mark, unaware if Kenny had meant that to be fact or insult, looked ready to further this topic until they heard Dash call out in distress. Everyone who heard her turned towards the mare, some jumping out of their seats, as she stood not even fully out of their gate. Dash had her gaze fixated on a shocking scene before her.

Out of sight from everyone inside the safety of the motel's walls stood five people: one on his knees, one standing before him and the three others standing off to the side watching the other two. The man on the ground was Lee, who was now sporting a bleeding bruise on his cheek and a black eye. The people standing nearby were easily identified as three of the bandits, though Dash hadn't seen any of them before. The one standing before Lee, however, was different. Dash recognized him from his voice as he threatened his hostage: he was their leader, she'd heard his voice on two different occasions, both of them being from previous attacks on the Travelier. The man was now standing over Lee, a pistol pressed against his forehead in a common execution stance. He was ready to pull the trigger.

Luckily for them, all of the intruders turned their attention towards their new arrival once she'd announced herself. The executioner temporarily ignored their hostage to face Dash.

"Shit! Kill that freak!!"

All three of the bandits raised their weapons and fired on the pony. Thankfully she'd been quicker and ran back inside to the relative safety of the Motor Inn's walls. Everyone was on alert once the gunshot went off, and then glanced at Dash for confirmation as she galloped away from the gate. She managed to shout, "The bandits, they're here!"

While his captors were distracted, Lee took the opportunity which had presented itself to him. He rose off of his knees and lunged at his would-be killer, punching the man as hard as he could before throwing him to the ground. Lee darted behind the corner of the motel's wall as the others turned and fired at him as well. The bandit who'd been knocked on his ass gathered himself after a moment. One of his men, a younger black male in a purple button up shirt, looked down at him.

"Jake, ya'll alright?"

He ignored the question, "Go chase that asshole, Drew!" Jake got off the ground as Drew gave chase. The other two bandits waited, for some reason, on their de-facto leader to get up.

"What the fuck are you two waitin' on?! Let's move!!"

The three of them moved for the gate that their so badly timed arrival had been kind enough to leave open. Gary, a bandit with a beard and a striped shirt, nearly had his baseball cap shot off as he neared the entrance. Linda, a female bandit with a white hoodie and a crossbow, pulled Gary away as a rifle went off.

"Get back, dumbass! Are ya tryin' ta get killed?" She peeked over the wall very briefly to see the moustached man standing on that RV with a rifle aimed right where they were at. She turned towards Jake, "Great, now what do we fuckin' do?"

"We kill 'em!" Jake stated without hesitation, "These fuckers wanna end our agreement? Then we'll take everything and burn this place down!"

"What?!" Gary nearly spit.

Linda glared at him, "Just the four of us?! Are you fucking---" Jake raised his ski mask, interrupting her as he whistled into the woods. Moments later almost a dozen bandits rushed out from the tree line with other behind them. Kenny was forced from the roof to take cover as bullets began sailing by. The bandits looked over their reinforcements before turning back to their leader, notably irritated, "You brought the boys with us?"

He looked at Linda as he lowered his facial cover, smirking at Linda from under it, "And you say I'm never prepared..."

Gary glared at him from behind his shades, "How come you didn't tell us?"

"Why the hell does it matter? I brought them along in case somethin' like this happened." He told him simply.

Linda wasn't happy, "If they were here the whole time why didn't we just attack these fucks right away? Catch 'em by surprise? Hell, what's the point of being in this damn deal if--"

"Just shut up and follow me..."

Lee ran along the side of the motel and turned another corner; stopping behind it to get out of sight and let his thoughts catch up. Footsteps grew as his pursuer gave chase. Acting swiftly Lee grabbed up a fallen tree branch from the ground and readied himself. When he knew the man was close enough he stepped out and swung, smacking the bandit with the heavy end with all the force he could muster. Drew, as Lee had heard the leader call him, fell to the ground with a thud. It was obvious he wasn't dead, but chances were he wasn't getting up any time soon. Dropping the branch Lee reached down and took back his pistol which was tucked in the attacker's pants. When Lee got ambushed the leader took his glock away and gave it to Drew. He seemed to trust this person more than the other two he'd brought with.

Before he could decide what to do with Drew gunshots could be heard going off nearby. Lee knew what it meant, and he had to get back inside as soon as he possibly could. He continued along the outside of the motel's walls, knowing well that he wouldn't be able to go back around to the front. It soon occurred to Lee that all of the windows were securely locked from the inside for safety, and there was no exceptions to that statement. If he didn't find another way chances were he'd be forced to smash a window or something else which wouldn't be good in the long run. With any luck he'd find a better way.

He came up to Lilly's window and peered inside. Inside Lee found her standing at the doorway to her room with Charlotte in hand. He banged on the glass and called for her to let him in, but it seemed she didn't hear it right away. She was focused on what was happening outside as she fired off into the woods; yelling to someone outside at the same time. She was forced behind the wall as shots were fired back her way. Lee could tell that they weren't in a good spot right now.

Drew made grunting noises as he stirred nearby, and another bandit ran up to him right after. Before he could see if Lilly would answer him or not Lee took off. He didn't stop again until he was around another corner, out of the man's line of sight. He couldn't afford to go much further from here since the next turn would take him right out front where the attack was taking place. He could try going either way but without cover of any kind, well, chances were he wouldn't last long in a shootout.

With few options left Lee glanced along the Travelier's right wing in hopes that there was some form of secret way in or anything that could help him out. Luck showed herself again as Lee immediately noticed a window; a window which had been covered by sheets and curtains from the inside to block out the outside: Twilight's room. Last he knew the unicorn was still in her room working on her device. Maybe like Lilly she was still in her room, and Lee would be have his way back in.

Twilight was deep in her own mind. All of her focus was put onto the machine she'd spent so long working on, and had grown to despise more than any worldly object in this universe or her own. Every day and every night she regretted ever creating it, and when she got back the first thing she'd do would be dismantling the one in her basement and burn the schematics she'd drawn for it. Ironically she'd have to finish building this duplicate before she'd ever get the chance to perform that task. It was just more motivation to get it done, and she already had enough of that to take over her mind entirely. It made her block out everything else which in turn meant it took her longer to hear the gunshots. Slowly the noises processed and Twilight halted her work for the second time this evening.

Twilight lowered the tool she'd been holding with her magic as she heard another noise. Behind her, at one of her windows, something was banging on the wall as it called in.

"Twilight, are you there? Twilight!" She recognized the voice after a moment and removed the barrier she'd set before the window. As late evening sunlight entered the room she saw Lee Everett, for some reason, standing outside her window with a certain level of panic evident on his face.

"Lee? What are you--" She let the curtains drop to the floor, "What's happening?"

"Bandits," He answered, "they're attacking! Let me in, quick!" Aura emitted from the window as the lock began to be undone. It ended short of actually finishing, however, as yells were heard from outside. Among these the mare made out the voice of Applejack, and it was nearby. The gravity of the situation caught up with her and Twilight realized that her friends were out there right now. She glanced at the doorway to her room, and Lee followed her gaze. She looked back and locked eyes with Lee for only a moment: he saw nothing but determination with a hint of regret. Before he could figure out what happened Twilight bolted for her door; her magic fading from the window as she threw the door open and bolted outside. Upon hearing her friend in danger Twilight Sparkle's mind returned to a one track path as everything else melted away.

"Twi! Get back here! Twilight!!" Voices emitted from nearby, and, out of the corner of his eye, Lee saw someone emerge from the woods not too far away. A bandit ran across the road from an angle and took cover by the wall; if the man had been paying more attention he'd have seen one of the people he was here to kill out in the open. Lee couldn't be out here any longer: he HAD to get inside now. Gathering all the strength he could, Lee Everett pulled back his arm and forced it, elbow first, into the cheap glass window. It shattered as fragments flew across the floorboards of the comparably barren room. Clearing any remaining shards from the now busted window, Lee climbed into the room and quickly gathered himself. Having to do this was unfortunate, but it'd have to be dealt with later. He ran for the still open doorway to where a siege awaited. From the cover of shrubs and bush, a pair of glassy eyes had watched as new prey made itself known to the stumbling creature.

Jake watched over the scene as it played out in front of him: it wasn't going the way he'd hoped. Two guys laid dead just outside the motel's makeshift gates, and a third was bleeding on the ground after catching a bullet in his chest. They had men spread along the wooden barricade these assholes had built, and people in the woods keeping said assholes from poking their heads out. These folks were dug in, though, and that proved to be a huge problem on its own. Maybe if he'd gotten a better drop on them they wouldn't be putting up this big of a fight...

"Look who's back." Gary pointed out from close by. From behind the motel Drew came stumbling along accompanied by Linda, who looked like she almost had to drag the man along at points. He held on to his bleeding face and it became apparent Drew was cursing under his breath as they reached the treeline where Jake waited. Gary looked at the duo as Linda dropped her load off on the grass, "Where'd ya find 'em?"

Linda picked the man back up when it became apparent he wasn't going to do so on his own, "Lying on his ass." She stated dryly.
"Figures..."

Jake grabbed hold of his right hand man's shoulder and shook him, forcing his gaze off of his broken nose, "What happened? Did you get that fucker?"

"No..." he let go of his face as a small stream of red flowed down from his forehead, "The guy caught me by surprise--"

"How the fuck did he catch you by surprise?!"

"He was hiding! Ah--" He backed up into a tree and held his face again as a wave of pain emitted in the form of a headache.
Jake cursed to himself while Gary shrugged off the loss of their hostage.

"So what now?"

Looking ready to shoot someone in frustration, Jake quickly thought up a plan, "Gary, keep an eye on this worthless shithead. Linda, gather up a coupl'a guys and follow me." He looked at some of his men gathered along the treeline, "The rest of you stay out here and kill these motherfuckerin' shitheads! Do whatever ya gotta do ta do that! No holdin' back, ya hear!!" Growls were heard nearby as a lam-brain, as the bandits had come to call them, came shuffling past the trees towards them. With all the noise going on here there was no doubt this was the first of many to come. Linda fired her crossbow, a bolt piercing it's skull as it slumped to the ground. Jake turned to his men as some of the more cowardly ones got spooked, "We ain't got much time, so let's fuckin' move it!!"

He hadn't taken a step outside when Lee saw a bullet fly by and slam into the door frame. From inside the still opened threshold to Twilight's room he could see almost everything going on inside the Travelier's walls; what was happening outside he could only assume. Looking straight ahead Lee found Clem, Dash, and Mark inside a room near where the girls had been sitting prior. None of them poked their heads out and he could swear it looked like one of them was hurt. Close by behind a previously crafted makeshift barricade, near the front of the RV, Katjaa was found holding Duck to protect him. With them was AJ, who was trying to keep tabs on Kat's family while at the same time enduring a bombardment of worried questions from Twilight, who just came outside less than a minute ago. Near this small huddle was Kenny, who still had hold of his rifle as he used the front end of his RV as cover.

Lilly was still in her room, doing the same song and dance Lee'd seen her doing from outside. Up on the balcony, behind the Cover of the wall at the top of the staircase, he could make out Carley and Ben beside each other. Carley was gripping on to her pistol, doing what she could from her position to help, while Ben hid behind her to avoid the bandit's line of sight. Things were going better than Lee had assumed, though honestly not by much. After poking his head out momentarily Lee saw none of the bandits had gotten in so far. From the looks of it Kenny was covering the right gate while Lilly was covering the left, keeping most of the attackers from trying their luck. Despite this they were all pinned down where they were at and none of them were in a great spot.

After some time Clementine and Dash both noticed Lee's presence across the yard as he poked his head out to try and get a better look at the wall. They both sprinted/galloped to the doorway of the room which provided them small sanctuary and began hollering out to Lee, who had trouble making out their words. This caught the attention of AJ who saw them, and soon the others around her realized his presence close by. Twilight, already regretting her action to some extent. Didn't grant him direct eye contact.

Kenny was the last of them to notice as he tried to take down a particularly persistent sniper somewhere in the trees. He turned his gaze to follow theirs as he was forced back yet again.

"Lee? How did you...?" Despite being confused as to how he got back inside, and why he was standing in Twilight's room, Ken let it go as much more pressing matters were at hand, "Never Mind. Listen, we need your help out here, Lee: these fuckers have us pinned down! I need you to haul your ass over here, right now!"

"On it!" Lee gathered himself as he charged outside, despite AJ and even Twilight's protest. He made it halfway before a bullet flew by so close to his face that the wind following it slapped him, "Shit!" Needless to say he dropped to the ground near the girls and Duck, just in time to hear another round flying by overhead.

"C'mon, Lee!" Kenny waved for him to continue towards him, "Move!"
After a moment Lee tried getting back up to move, but another passing bullet forced him back down, "One of them's got me stuck right here. Ken, try to take him out!"

Kenny poked his head out enough to get a look at the wall and beyond. He raised his rifle and aimed it out towards the tree line, getting himself ready to shoot quickly. Once he was sure he saw where the marksman was he shot off a round, followed by another, which resulted in no immediate return fire. Applejack glanced at Kenny oddly once he stopped firing. The girls had initially been against the idea of killing other people, even if in self defense and even after they'd seen what people were capable of. After the bandits attacked them the first time and came close to killing both Dash and Carley, and nicking Mark's pants when he was running for cover, they quickly realized the necessity and didn't say a word more about it. Despite this and everything else they, especially Applejack, weren't close to being okay with the killing that occurred too often now. So, Applejack bit her tongue yet again about it when she asked Kenny.

"Did you get him?"

"I think so--" another bullet came soaring through. This time it didn't hit wood, metal, or just thin air. This time it came close enough to what it was intending to hit, and Kenny was knocked down from the force of the impact. Everyone who witnessed the event went wide eyed in horror and could feel their hearts stop for a moment. Katjaa would have forsaken her own safety and ran to him if her son wasn't in her arms, so all she could do was call out.

"KEN!!"

He never laid still, and Kenny quickly pulled himself back up and behind cover. Ken laid his rifle on the ground and gripped his right shoulder in pain as he sat himself on the ground next to the RV front tire. Duck almost had to be held back by Katjaa and Applejack once he saw his dad moving.

"DAD!!"

"Ken, honey, are you alright!?!"

"I'm fine!!" He hissed through gritted teeth, "Son of a bitch...!" He turned to Lee before anyone else could ask about his well being, "I ain't gettin' that bastard, Lee. We'll have to think of something else..."

"Like what?!"

"Fuck, I don't know! You're the fuckin' genious here!"

"Well, I can't make another run for it and hope this guy just happens to miss me again."

Kenny threw his free hand into the air, "Hell then, why don't you crawl over here?"

"Wha-- Seriously?!"

"Naw, I'm in a good mood 'n felt like crackin' a joke! Of course I'm serious, Lee! It's not like we got many more options..."

"He's right," Applejack thought it over, "The bandit can't see you crawlin' with that wall up. You could be quick about it and--"
Twilight had been thinking about it as well, and when she glanced up at Lilly, who was still guarding the left side of the motel, she entered the discussion.

"No, that's not safe either. I have no doubt some of those people are right outside the wall AND the gate. They could come in here at any moment, and Lee wouldn't be able to move out of the way fast enough if he's on his hands and knees."

"Not to mention the wall's low enough in some places that I wouldn't be surprised if they're aiming over it right now." Lee added. Kenny cursed as he struck the tire in frustration and pain. Katjaa, wanting to do everything she could, spoke up.

"Maybe someone could keep a look out for Lee and let him know when it's safe, Ken? That way he isn't just going out there blind."

"Maybe..." Ken thought about this, but after Twilight had spoken he remembered something important about her and a safer idea came to mind, "Hey, Twilight, yer able to teleport other people, right?"

Applejack answered for her, "Yeah, she can." Twilight went to speak up as she could already tell what Kenny was thinking but he interrupted her.

"And you can teleport a lot at once, right?"

"Well--"

"Ken," Lee looked at the man, "are you thinking--?"

"Damn straight I am! Twilight, you can just teleport everyone behind the RV! That'll get everyone outta the line of fire and get this movin' much faster." Applejack had actually been wanting to ask what his plan was, anyway, but what Twilight said pushed that out of her mind for the moment,

"I-I can't..."

Kenny, Lee and Applejack looked at her in confusion, "What do you mean you can't?"

"I just..." She began to look like someone who was being interrogated by police: there was something she'd been trying to hide, "I just can't, alright! My magic isn't strong enough to--"

"Twi, don't ya dare try to tell me you aren't strong enough to teleport the five of us a few feet behind that RV." Applejack didn't need her BS detector to tell Twilight was keeping something back, "I know yer more powerful than that. I've seen you do things other unicorns can't. Unless something's wrong with you, then there ain't no excuse fer you not bein' able to do this."

"There is..."

"Then what's wrong?" Lee asked.

"Twilight--"

"Look," the mare kept everyone from barraging her at once with questions, "I promise I'll explain later, but right now there isn't time." she turned to Kenny, who kept his eyes on her waiting for her to continue, "I'm sorry, Kenny, but the most I can do is teleport myself and one
other person over there. That's it."

"Could you teleport them one at a time?" he asked with a hint of desperation.

She shook her head, "After I do it with one person I'll barely have enough strength to teleport myself."

Ken shrugged his non-bleeding shoulder, "Of-fuckin'-course..." Kenny wasn't surprised by this point that something couldn't be that simple and easy. He thought this over for a moment. As much as he wanted his family out of the way more he knew it wouldn't matter unless he had some proper help to get his plan moving forward, "Shit... get Lee over here, then, I need his help."

Twilight glanced at him again, "Wait, what about--"

"Are you sure you don't want to get Katjaa and Duck over there first?"

"Trust me, Lee, I do, but I need you over here right away." He turned to his family and Applejack, who were still huddled next to the furniture barrier, "Just keep your heads down for now, alright."

"We will."

"Wait, I can't leave Applejack over here!" Twilight gazed at Kenny, the look of determination back in her eyes.

"Well yer gonna have to for now! Until Lee gets over here there's nobody to keep them bastards from coming through the gate!"

"She's not safe over here!"

"Nobody's safe until Lee's able to help me!"

"SHE--" Applejack turned her friend towards her before she could say another word. Forcing Twilight's gaze towards her, she made sure she had the unicorn's full attention.

"Twi, listen to me. There ain't no debatin' this; ya need to help Kenny. It's important." She still didn't know Kenny's full plan past getting Lee to cover the gate, but she knew it must be essential.

"But--"

"He n' Lee are trying to protect us. ALL of us. That includes me AND Dash, and everyone else as well. I know you're worried about us, but until Lee's able to help him we're ALL in danger."

"I--"

"PLEASE, Twilight, just get Lee behind that RV." Despite how she felt in that moment, Twilight let her worries subside for a moment as she listened to everything her friend just said. After a short span of time she finally acknowledged the people who awaited her response.

"Alright, fine," Twilight looked to Kenny, "I'll get Lee over there." He nodded his head in appreciation before turning back to a more relieved Applejack, "I want you to stay here with Katjaa and Duck, you understand? Stay behind cover until you know it's safe to move, alright?"

AJ nodded, "Don't worry; I'll stay right next to them. I promise."

Twilight didn't feel good about leaving her there right then, but she'd just have to drop it for now. She looked past her to Lee, "Are you ready?"

"Yeah." She began to concentrate on performing the spell when Lee continued, "Is this gonna hurt?"

She shook her head, "No," She instantly thought back to the first few times she'd teleported herself and Spike back in Ponyville, during the Gala Ticket ordeal, "but you might get a little disoriented after." Lee shook his head as he readied himself for what might be the third oddest thing to happen to him that week. Twilight concentrated again and sparks began to fly from her horn. Lee glanced at Twi as she was casting the spell, and right away he could notice the strain on her face and the stiffness in her entire body. Lee had seen Twilight teleport before, and he'd even witnessed as she teleported herself and Doug once, but not once had Twilight seemed to exhaust herself doing this. As he began to think on this he quickly found himself not where he was a moment ago.

Aside from becoming very tired and worn from the act, something she did her best to hide, Twilight wasn't otherwise affected from the spell. Lee, on the other hand, wasn't used to this mean of transportation and made the mistake of keeping his eyes open the first time. He nearly toppled over when he went to stand, and it was a few second before his eyes adjusted properly and the desire to vomit subsided. He held his head in his hand for a moment until the mare next to him caught his attention.

"Are you okay?" Despite his desire to ask her the same question, Lee quickly shook his head and tried to focus his sight.

"Yeah, I'm good, just..." he looked at the blurred mare, "... definitely not gonna do that again any time soon..."

Twilight smiled for a moment while Lee attempted to regain his vision, thinking again of the first time she'd teleported herself and Spike. Her human companion's initial reaction reminded her of how her baby dragon was after their first experience. It was a little hard to tell who between them, Spike and Lee, received the worst mental racking. She was pulled back to the moment when she heard her friend's voice nearby. Lee opened his eyes after a set of quick blinks to find Rainbow Dash, with Clem right behind her and Mark near them, standing in the doorway of their room looking at him and Twilight. She called out to them again.

"Lee, Twilight, are you guys okay?!"

"We're fine," Lee answered for them, "are you three alright?"

Dash released a breath she felt like she'd been holding for hours before she nodded, "We're good." Twilight examined her as best she could from that distance. It didn't take long to notice that there was something wrong with her. Clementine moved next to Dash to speak with her friend.

"Rainbow said you were in trouble outside," Lee's heart nearly broke to pieces at the look of concern on his sweet pea's face, "We were so worried!"

"Don't worry, girls: I'm fine!"

"Dash," Twilight attempted to intervene, "Are you--" A bullet struck the door frame, inches away from Dash's face. Mark acted quickly and pulled back the girls before the attacker could take another shot. Both Lee and Twilight almost ran over to them due to instinct but kept where they were. Above on the balcony they could hear Carley.

"Damn! I can't hit this asshole!" In their minds she was talking about the guy who took a shot a Rainbow just now, but in reality they had no idea. She could be speaking about another one of the bandits, and they had no idea how many of them were out there right now.
Twilight knew that AJ was alright, at least for the moment, but she had no idea what was wrong with Dash. She could be shot for all she knew! The mare turned towards Lee again, who looked back at her in turn once she spoke shortly after.

"I have to go over there and check on her; she looks like she's hurt!" She didn't know what she'd expected Lee's response would be, but she remembered who she was speaking to when he answered.

"Okay, make sure she's alright." She immediately got ready to teleport herself when Lee continued, "Promise me you'll check on Clem too, please?" Lee knew from her actions that the unicorn was only focusing on her friends right now and wouldn't think twice about anyone else here. Knowing now wasn't the time to address it, he could only hope that she'd make an exception with Clementine since he knew that the mare cared about her too.

Twi gazed up at him, taking a moment before she nodded in responce and prepared herself to cast the spell again. Lee watched Twilight teleport herself again, and this time the strain he noticed on her was so intense he was expecting to see tears roll down her cheeks. He wouldn't have been surprised if she had passed out right there! Thankfully after a moment she was consumed by a purple light and within a fourth of a second she was gone. He glanced over and found her where she'd intended to go, nearly scaring the pants off of Mark in the process.

"Lee, mind gettin' over here already?!" Kenny clutched his shoulder as the pain hadn't dulled much in the short time he'd been shot.
Lee, knowing Clem and the others would be fine for now, ran over to Kenny when the man called.

"What do you need?" Kenny began getting off the ground, which Lee helped him do, before handing his rifle over to Lee. He waited until Lee had a grip on the gun.

"I want you to stay here and cover the gate. Make sure none of them bastards get close!"

"On it." Lee knelt down where Ken had been and aimed out at the gate for a second, surprised to find none of the bandits near this part of the wall as far as he could see. He turned back to Kenny whom he found opening up the RV to get inside, "What are you gonna do?"
The man with a plan turned his glorious moustache towards Lee as he spoke.

"I'm gonna get this RV running so we can get the hell outta here." Applejack, who'd been speaking softly to Duck to keep him calm, immediately bolted her head in Mr. Florida's direction.

"What was that?!" She almost stood up in that moment, "That's yer plan?!"

"Fuck yeah that's my plan, AJ! We can't stay here, those bastards are gonna kill us!"

"What about Twilight's Machine? Are we just gonna forget about that?" Lee was forced to turn his attention towards the gate as two bandits popped their heads over the wall and shot at them.

"We can't just leave it behind, Ken!" Katjaa continued his point, "The girls need it so they can get home!"

"Well I'm sorry, Kat, but we can't stay here and wait fer them to finish it! We have to go..."

"Wait!" Applejack grabbed his attention when he began boarding the RV again, "Twilight's almost done buildin' it! She just needs a bit more time!"

Kenny sighed as he stepped back out of the doorway again, "How much more time does she need?"

"Not long!" AJ answered before Kenny finished his sentence, "If we get her back in there it could be done first thing tomorrow--"

"TOMORROW?" Kenny shook his head, "I'm sorry, AJ, but we ain't got time for that!"

Katjaa attempted to interject again "But she--"

"Every second we stay here every one of us stands a good chance of dyin'!" He didn't want to leave the machine behind after living so long with the idea of his family being safe in Equestria, but they didn't have a choice right now, "We have to go while we still can." AJ was so close to seeing her home again. She was so close to being able to see her siblings again, to seeing Granny Smith again. She wanted to see her friends and family again so badly. The earth pony couldn't hold back her feelings in that instant.

"Kenny... please..." He'd never seen AJ act like this. She was so much like him and Lee that he never expected to see her break down in front of him.

"Well, fuck, what do you want me to say?!" He pointed towards the woods past the RV, "They're attacking us again, and we ain't drivin' them off this time! They're gonna get past that wall sooner or later! It's not like we can just ask them to wait until tomorrow to kill us so we can finish yer machine! I want you girls to get home, I do! I also want my family and pretty much everyone else here to be safe too! But we don't have time to wait, so they way we're gonna make sure everyone's safe is by getting our asses away from this goddamn motel! Because we WILL die if we stay here any longer..."

Applejack didn't want to accept it, and at first she didn't, but in the end she was forced to. She didn't say a word about it, but she nodded to her friend as she wiped a stream of tears away from her eyes. Duck, knowing enough to see that his friend was upset, threw his arms around her neck to hug her, which the pony accepted without hesitation. Katjaa released her son enough to where he could do so better, and used her free arm to embrace AJ as well. Kenny gazed at the scene for a moment before he grabbed the doorway to the Recreational Vehicle and began entering it once again. He stopped for a moment and glanced at the still open doorway to Twilight's room. He could see the machine now, for the first time since she began building it. It really had been so close to being finished. Looking to the ground beneath him, Kenny cursed himself for what was happening.

"... fuck." Without another thought he boarded the RV.

"Oh please, Angel, eat your dinner..." Fluttershy attempted to lay the plate with lettuce on it before her bunny once again, "I didn't have a chance to go into town today. This is all I have for you to eat until dessert." Angel took another look at the plate before looking back up at the pegasus with disapproving eyes. This time he grabbed the plate and emptied the lettuce out on the floor before laying it back where Flutters had put it. He expected her to either get him another plate of lettuce or to scold him for what he'd just done. Fluttershy sighed before she flew back to her cabinet. Angel closed his eyes and turned his head, ready to disapprove of another plate of plain salad.

"Fine, Angel,..." He heard his owner say in a tone of defeat, "...here." He heard something drop down onto the already present plate. After a moment he looked at the plate again and, to his surprise, found a decent sized carrot laying there in place of the previous vegetable, "You can have dessert instead. Just please eat all of it..." Angel was curious at Fluttershy almost immediately giving in to his demand. Usually she would try at least a few more times before giving up on trying to win this argument. Without question, and with greedy delight, Angel grabbed up the carrot and began chowing down.

As he began eating Fluttershy sweeped up the ruined lettuce and threw it into the garbage. With all of her animals finally fed, the Element of Kindness made herself some supper and sat down to eat. Ten minutes went by and the food remained untouched as she just stared at it; then at Angel as he finished his carrot; then out the window as the setting sun painted the sky beautiful colors. She was worried, and she'd been worried for too long. Months. Three months since she'd seen Rainbow Dash, or Applejack, or Twilight. Over time her worry only grew.

At first she was surprised at herself for how well she handled the situation. Spike, along with both AJ and Twilight's families, were the ones freaking out at first and begging Celestia to find them. Rarity. Fluttershy, and Pinkie Pie, the other half of the element bearers, were optimistic and, while they were definitely worried, they kept a level head and kept hope. That attitude swayed over time, and has all but died out in everypony. Pinkie Pie, over time, receded from public life and now spends all her time in Sugarcube Corner: only speaking to her closest friends and the Cakes. Even Rarity and Fluttershy haven't been able to get much out of her lately. Rarity was the only one of them to keep her level head, and she was the most active of them in helping find their friends.

Fluttershy, well, she'd finally reached the point where she couldn't stop thinking about them. She was worried about their safety and wondered if they were alright. Sometimes she thought that maybe they'd been hurt, or worse, but those thoughts were enough to break her on the spot. In order to keep herself from losing it she was constantly thinking about all the good memories she had of her friends. Times she spent with Applejack where she helped the farm pony tend to the animals on her farm; other times where the earth pony would help Fluttershy out when she was too afraid or insecure. And times with Twilight where the unicorn led her and her friends on some adventure, big or small, and the times where the two of them would meet up and have a nice, calm conversation about the week. And Rainbow Dash...

She hated to admit it, to even think that she could choose like that, but she missed Dash even more than AJ or Twilight. The two pegasi had known each other since fillyhood, and, despite them basically being almost the complete opposite of each other, were best friends. Dash always stood up for the timid pegasus and was more protective of the her than she felt that she deserved. Fluttershy always felt like she didn't deserve someone like Rainbow in her life to the point that the cyan pegasus' friendship used to make her cry when nopony was around in flight school.

One time, on a day that lives in both infamy and wonder in Fluttershy's memory, she'd asked Dash why she was such a good friend to her. She simply answered with, 'Because I love you, Flutters: you're like a sister to me.' Dash probably wouldn't have been caught dead saying that again when they were around other ponies, seeing as she has an image to keep. That didn't lessen the weight of that statement in any way to Fluttershy. To this day, as she was right now, Fluttershy would always come back to that statement when she thought about Dash long enough. And to this day, she wondered--

Her thoughts were paused when she heard a knocking coming from her door. The pegasus placed her dinner, which was still untouched, somewhere in the kitchen where she could get it later before approaching and answering the door. She was openly delighted to find Rarity, accompanied by Spike, awaiting her.

"Oh, hello Rarity, hello Spike." She greeted them, "How are you both this evening?"

"Good."

"Just fine, darling; thank you."

"Would you like to come in?" She moved aside to clear the doorway for them.

"Actually, Fluttershy, we were hoping you could come with us."

Fluttershy looked at the fashion pony with worry resurfacing on her face, "Oh my, has something happened?" Rarity smiled warmly at the pegasus,

"No, darling, I just want the four of us to have a meeting."

"Four of us?" She asked, stepping outside, "What's going on?"

"Yeah, you haven't really told me what this about yet." Spike added. The unicorn turned towards the baby dragon with a raised brow.

"But Spike, I told you on the way here..."

He raised a pointed finger to protest before stopping to think back for a moment, "You did?"

"Yes! I explained everything on our way here!" She could hardly fathom that he'd ignored her, "What had you distracted?" Spike stared at her blankly, deciding it best not to answer.

"... Nothing..."

She shook her head, "Fine..." She trotted elegantly past him, "... I shall say it again once we get there." She stopped and glanced back at Fluttershy, who now followed the duo, "Come along now," She beckoned for her to follow, "We're going to see Pinkie Pie."

Ben wasn't doing too great. The bandits were attacking in what he assumed was full force, he and Carley were trapped on the second floor behind the only cover they had, and he couldn't tell right now but he was certain he'd wet himself on accident. They were not in a good position right now. Well, nobody in the Motor Inn was in a great position as far as he could tell, but they were particularly screwed. Carley was trying to help out where she could with her gun, but from what he could tell--

"GOD DAMN YOU! GET CLOSER!!" ... it wasn't going well. The Ex-News Reporter fired off another shot before nearly throwing her pistol in anger, "Auugh!" She took a moment to breath before shaking her head, "This isn't working: I can't hit anything from here!"

"How bad is it?" Ben was further behind the wall so he couldn't see much other than Kenny's family, Applejack and Lee. Kenny had been where Lee is now but now he was saying something out of Ben's view.

"We're screwed if somebody doesn't think of something soon. Some of them are right outside the wall and they can get in any second now."

"... oh, we are--" Ben hit the back of his head against the wall a little harder than he meant to as he spoke, "ow!" Carley looked around as best she could without poking out from behind the wall. The bandits knew where she was and if she wasn't firing off rounds she was best off staying back. Her gaze fell upon Kenny, who was boarding the RV, and then Lee, who was where Ken had been. He was using the RV for cover and was watching the right side of the wall. Carley thought of the only idea she could right then before turning to Ben.

"Alright; we're going to make a run for the RV."

"What?!"

"We can't stay up here, Ben. If they get in then we'd have nowhere to run!"

"I understand why, but- why?!"

She looked out at the scene unfolding before turning back to Ben, "I need to help. WE need to help, Ben! I can't do much from up here, and there's too many guys for Lilly and Lee to take on by themselves! We need to get to the RV so I can get a better shot at these people."

Ben was trembling, "B-but if we go out there we're gonna get shot! I saw Kenny get hit and he was behind cover!"

She grabbed his shoulder firmly and made him look her in the eyes, "Ben, I know you're scared. Alright? I'm scared too."

"But--"

"Just listen, okay? I know you're afraid, but you can't be. Not now. Not when everything's at stake. That's how people get killed. That's how YOU let people die. I would know." He focused more closely on her after hearing that bit of information, "You have to be brave, Ben. You need to be brave right now: for yourself, for me, and for everyone else here. Understand? You need to try and be brave." He glanced away from her once she was done and closed his eyes. After a moment of taking in some deep breaths and clearing his head, Ben looked back at Carley and nodded with whatever confidence he could pull from thin air.

"... Okay."

Carley smirked at his change of attitude before glancing beyond the wall one more time, "Alright... okay," She looked at him again, "on the count of three we're going to run down the stairs as quickly as we can and we'll head straight to the RV. Once we're behind it we'll be safe... well, safer." Ben nodded his head in understanding and readied himself to bolt. Carley held out her hand, "I need your gun."

"Um, alright..." He pulled out the police firearm Lilly had given him weeks back. He was horrible with gun knowledge and only knew it was a policeman's sidearm due to a conversation he overheard. Ben could only assume they found a dead cop and took the gun off of him some time back. He handed the pistol over.

"Thank you." She said as the gun was tucked away. Carley only had a few rounds left in her gun, and she was going to use those before they ran so any bandit wanting to take a shot at them would think twice. She gave Ben a look of confidence, "Alright, on three. You ready?" Ben nodded quickly in response. Carley braced herself, gripping her gun with both hands, "One..." Ben braced himself, gaining some semblance of control over his bladder, "... Two..." Not knowing about the covering fire part, the teenager was caught off guard by the gunshots Carley let off, "... Three! Go!"

Carley went immediately towards the stairs, taking them down two steps at a time. A few bullets flew by trying to stop her but each one missed considerably. Thankfully, as Carley had learned on one of their earlier attacks, most of these bandits were horrible with a gun. She made it to the base of the stairs and kept going. Ben followed her as quickly as he could, and thanks to adrenaline was making good pace, but he was still a small distance behind her. She was over halfway to the vehicle when he reached the base of the stairs. Keeping his head low-ish, Ben bolted as quickly as he could after her. He was close when a particular gunshot sounded of louder than all the rest, and Ben felt something fast and painfully rip through the left side of his letterman jacket. He fell to the ground immediately.

Lilly saw him go down and cursed out loud. This caused Carley, who had reached the RV, to turn back and see what happened. She lost a lot of color in her face and instantly ran back to him. He wasn't dead, that much was clear, but the red slowly infecting his blue clothes indicated that he had been hit. Carley could hear him breathing, and freaking out, when she got close.

"... Oh fuck, OH FUCK I'VE BEEN SHOT!!" Sounding like he was about to die, which she realized he wasn't by the time she helped him to his feet, Ben held on to Carley as the older, smaller woman helped him to safety. Lilly helped their retreat by taking out a guy next to the wall who'd been watching their escape from upstairs. Once they were both safe Carley quickly helped Ben into the RV and sat him down at the edge of the long cushioned bench along one side of the vehicle. He hadn't calmed down by the time she let go of him, "Oh God, oh God, holy shit...!"

"What the hell's going on back there?!" Kenny, who was up front trying to start up that rusty hunk-a-junk, took a moment to look at his new arrivals.

"Ben got shot."

"I've been shot!" They answered at the same time.

"Yeah? Well welcome to the fuckin' club kid!" He threw back a clean rag similar to the one he had up to his wound, "At this rate I'll be a goddamn regular in that group!"

Carley caught the flying fabric and set it next to Ben for the moment, "Okay, help me take your jacket off. We need to see the gunshot."

"Okay..." His voice was shaky and he was trembling, "... okay..." She could tell it wasn't due to blood loss or shock; it was easy to tell from what she could see already that this wasn't in any way a fatal wound. This was only proved further once his jacket was taken off, revealing a slightly blood stained white T-shirt with a logo for the show 'My Little Penguin' on the front. Lifting the shirt it was clear what had happened.

"You're gonna be fine, Ben."

"I'm gonna be fine?! How does being shot make me fine?!"

"It only grazed you." she explained, placing the cloth against it, "It isn't bleeding that much, and it only took off a little skin. You're good."

"Oh, yeah, because that sounds good. That sounds wonderful!"

"Jesus Christ. Ben, I've taken one in the gut AND the shoulder, and I'm fine!" Kenny yelled at him from the front, "If that kills you it's because it wants ta be as bad as yer makin' it out to be!"

"And besides, Ben, you got really lucky. This was your chest: if it had hit you a little bit to the right you'd have been done."

He gulped, "Would that have killed me?"

"With no ER to take you to? Most likely, unless it had gotten caught in your ribs."

"Now THAT," Kenny interjected again, "woulda hurt like a bitch." Carley stayed there for a moment, instructing Ben to apply pressure to the wound with the rag. Once he knew what to do Carley found a spot to lay down her pistol and pulled out Ben's.

"I'm going to go out and help. You just stay here and keep pressure on that; the bleeding should be gone soon." She guessed. He nodded his head in response, having finally calmed down as he was taking regulated breaths. The Reporter knelt down to a bit to his current level, "Hey," she grabbed his attention, "You've done good, Ben. You were brave."

Ben thought back to it and shook his head, "All I did was run..."

She shrugged, "Takes courage to go out into crossfire." She earned a quick smile from him before heading towards the door.
Kenny caught her attention before she left.

"Listen, we're getting out of here, so don't do anything stupid. Just help get our people inside the RV so we can go." Without question she nodded, and then Carley was back outside.

Gary, along with the still complaining Drew, was still where Jake had left them by the treeline. Progress still hadn’t been made as far as the standing bandit could tell, and they were losing a lot of men trying to just get inside the walls. This was taking too damn long. Now, Gary didn’t care much about these people. In fact, he didn’t care much about his people; they were just people he stayed with for protection, and they were a bunch of assholes anyway. But the thing about Gary is that he was NOT a patient man. And this? This was taking too damn long…

“How long does it take ta kill a bunch of fuckin’ assholes when they’re trapped like a dog in a cage?”

Drew stopped complaining, “Actually, dogs can get out of cages. One time a friend of mine--”

“Shut the fuck up, ya goddamn retarded fuck!”

“Alright, man; Jesus! What’s yer problem? You’re usually the most laid back guy I know.”

“I’m tired of sittin’ here when our dumbass men can’t even get to the fuckin’ gates!”

“Just be patient, man!” Drew pleaded, “Jake and Linda have a plan. Just give them time. Gary growled the next sentence.

“I ain’t waitin’ any longer.” He scanned the area while thinking of a way to get this shitshow rolling. Soon he heard more growling, and knew that more lame-brains had finally showed up. Immediately after he saw the body of Quintin, an older asshole in their group with a real problem involving-- The bearded man got an idea.

“Follow me!” He ordered Drew, “Watch my ass fer the dead!” He ran through the treeline in the spots where the men had stopped to regroup: Gary was in search of something. Drew followed, because that was the kinda man he was, but that didn’t stop him from asking questions. The duo stopped, or Gary stopped and Drew nearly ran into him, when the older man found what he’d hoped was here, “Found ya!” He reached down and grabbed a brown paper bag off of the ground next to a tree, “I knew that son of a bitch would leave camp without this!” He found another bag hidden right next to it. Drew, not sure what Gary had or what he was doing, panicked when he saw a lame-brain behind them and spoke after he wasted four shots getting it.

“Man I hope whatever you have in that bag is gonna help us.”

“Oh, it will…” He pulled the contents out of the second bag and exposed it to the world: a bottle of sense-killing, mind-ruining, and high-alcohol-contented rum. Gary held the bottle up for Drew to see: “We’re gonna torch these sonsabitches!”

"... are you sure you weren't shot?"

"Yes, Twilight, I'm sure."

"How can you be sure?"

"I've been shot before, Twilight: I'm pretty sure I know what it would feel like!" Dash continued to answer the Unicorn's questions of concern. The sporty pegasus had already explained to her friend that she'd hit her healing wing against the dumpsters in her haste to get away from the bandits outside. That had yet to process entirely in Twilight's mind.

"Well could it be bleeding?" She turned to Mark before Dash could respond, "Do you see blood?" He did a quick check.

"No, she--"

"Alright, good, now is there anything else wrong?"

"No, Twilight, I'm fine! Well, as good as I can be right now, anyway." Twilight breathed a sigh of relief.

"Okay, good." She turned to Clem, who stood right next to Dash, "How about you, Clementine? Are you hurt?" The girl shook her head.

"No."

"Are you sure?"

"Yes, I am. Thank you." Dash was both surprised and relieved to see Twilight worrying about someone other than her and AJ again. Clem had looked over the Unicorn during her interrogation with Dash, "Are you okay? You look tired..."

"She's right, Twilight," Mark added, "you look about ready to pass out."

"I'm fine, I've just been... working on the Machine since early this morning. Once it's done and we're home I just need to rest..." Dash could tell that wasn't it. Twilight looked tired when she and AJ went to see her earlier, but now she looked exhausted. She was breathing deeply when she wasn't talking, and her eyes looked ready to give up on her, "Once it's safe I'm getting right back to work."

"Hey, so is Kenny alright?" Dash asked, "We saw him get hit."

"He seemed to be. I mean, he was able to get up and move afterwards." Twilight thought about it for a moment, "I'm fairly certain Katjaa will have to check him once this is over." Mark looked outside for a brief second, watching Lilly have to retreat behind her bedroom wall as a barrage of bullets shattered the window near her.

“Things are looking pretty bad out there,” He admitted, taking another look outside, “I don’t know if-- SHIT!!” He quickly backed away from the door as another barrage of bullets soared through the opening to their room. He pulled Twilight back as she was also close to the doorway.

“Get back!” Dash had ordered as the attack on their small, momentary sanctuary occurred. Twilight noticed that Dash, without thought but on pure instinct, had pulled Clementine away and was standing in front of the girl. The pegasus looked like a barrier ready to shield the girl from any harm. The unicorn should have felt something good by glaring upon this sight, but the image didn’t set right with her now. She didn’t like that Dash was this ready to defend anyone in this world with her life. And when Twilight realized how she felt about it, that she wished Dash wouldn’t risk herself to defend a little girl, she felt ashamed, if only for a moment. Clementine spoke up after the barrage ended.

“What should we do?”

“We need to get out of this room!” Dash declared, and Mark agreed.

“She’s right, if those guys get inside the gate and we’re stuck in this room we’re fucked.”

“Swear.”

“Sorry.” Dash looked outside, staying a small distance away from the doorway just in case, and quickly thought up a great idea.

“Hey, Twilight, think you can get us behind the RV?” She instantly knew how her friends expected the mare to get them there.

“I… don’t think I can do that right now…”

“I know you’re tired, Twilight, but we shouldn’t stay in this room any longer. We need to be over where Lee and the others are.”

“It’s not that, Rainbow Dash, I just… can’t teleport us there right now.” Dash glared at her when those words processed.

“... Why?” Before the unicorn could answer, or think of an excuse, a fresh set of gunshots went off nearby. After that the four of them looked outside as Carley, who was behind the cover of the RV’s back end, called over to them.

“Hey, are you guys alright?” She was holding what Mark and Dash recognized as Ben’s gun at the moment.

“We’re fine for now.” Mark answered.

“How are you, Carls?” Dash asked, using the nickname she’d made up for Carley a long time ago.

“Never been better.” She glanced beyond the wall briefly before turning back to them, “You three need to get over here. Kenny wants everyone at the RV right now.” Making sure she had their attention, Carley continued, “I’m going to cover you so that you can all get over here. When I start shooting,” She explained, “Run.” Twilight didn’t like the idea of them running out there, but she trusted Carley enough to not complain outright. Dash walked up next to her.

“When this is over,” She whispered, “You’d better tell me what’s wrong.” The mare nodded in understanding. Carley went from behind and fired a shot.

“Now!” Without wasting time Twilight, Clementine, Rainbow Dash, and Mark bolted out of the room they’d been hiding in and ran. It was only a short distance but right now it felt like a mile. Carley did as she’d said and shot off enough rounds to keep the bandits from trying anything. Despite this a few brave bandits attempted to stop them, and Mark nearly dropped to the ground as an arrow soared by just ahead of him. The four of them kept their heads down and within a few seconds they’d made it behind the relative safety of Kenny’s camper.
Mark took a moment to be happy he didn’t get shot. Meanwhile, Dash and Clem ran over to the man who was finally in their reach.

“Lee!” Clem exclaimed cheerfully. The little girl’s guardian wanted to turn and hug the girls, which he knew Dash probably wouldn’t have approved of, but another shot from the sniper brought him back to reality.

“Not now, Clem!” He addressed both of them, “Get inside the RV! I’ll see you inside!” Clem did as she was told and got aboard. Dash was following her when Twilight walked up towards Lee and them.

“Why do we need to get inside? What’s the point?”

“It’s probably for protection,” Dash answered on Lee’s behalf, assuming she knew what was going on, “I’d think it’s probably safer in there than outside.” That made sense to the purple mare, but there was something else she didn’t understand.

“Why are we coming over here anyway? It doesn’t make sense to group up like this if you think about it. It’s just put us all in one place.”
Mark gathered himself again.

“Well, they were gonna pick us off when we were spread out. At least here we can have two people in a good spot covering both sides.” He referred to the spots Lee and Carley were stationed now. Twilight, despite having clear and sounds reasoning now, still didn’t like what they were doing, and she didn’t understand why. Something just didn’t make her feel one hundred percent confident. As she was deducing the possible causes of this someone called out from within the RV.

Ben, who was looking out the window near where he was, had been watching the bandits outside. He couldn’t be completely sure, but now that he could see them clearly he thought he recognized some of those people from the night his camp was invaded. Obviously he’d never seen any of their faces, and most of that night was a blurred and rushed memory for him, but it’s a bit easier to recognize someone when they’re wearing the exact same clothes and mask they were a while back. Anyway, while he was watching the bandits he noticed something else in the trees. Some of the invaders, upon seeing these figures too, focused their fire on them instead. From the sides of the road out of his line of vision, he saw more of these limping human-like beings going either for the treeline or the Motor Inn.

“Shit! Walkers!!” Ben called out, moving away from said window. Everyone heard the warning, and not long after two walkers appeared outside the gate on Lee’s side. A few brave bandits had managed to push those dumpsters open, though they didn’t get far in after that, so the corpses were able to walk/limp right on in. Lee stood up and took them both out in two careful shots. Before he went back behind cover Lee heard a distant cry come out from the treeline. A man with a bleeding shoulder ran out of the forest as a walker pursued him. Due to what Lee had been able to see of the man briefly before, and because this guy came out of the woods where the marksman had been giving him trouble, Lee knew that this was the sniper that had them pinned down. As the man shot his attacker, Lee aimed his rifle and shot him before he could move. With the greatest threat on their side eliminated, Lee motioned for the small group nearby to run over.

“Katjaa, AJ, now’s your chance! Get over here!” Applejack and Kenny’s family did as they were instructed, and they ran to where safety awaited them. Katjaa wanted Duck to get inside right then, but Applejack had been stopped by her friends, and Duck stopped when his friend did. Twilight and Rainbow Dash hugged their now safe friend.

“Oh thank Celestia you’re safe, Applejack!” Twilight said, overjoyed that her two friends were out of the line of fire. Dash looked over her fellow earthbound friend, The orange mare wasn’t crying now, but she had drying tear trails down her face.

“AJ, are you alright?” She didn’t answer. Twilight hugged the mare a little tighter and said what she thought would comfort her.

“Don’t worry, Applejack. Once this is over I’ll get right back to working. We’ll be home in time for you to…” She trailed off as her friend released herself from the embrace. The earth pony shielded her eyes from those of her friends with the brim of her hat.

“... There ain’t… gonna be time fer that, Twilight.”

“Wha- why not?” Twilight and Dash, along with Mark who was still outside, looked at the mare questioningly. Lee sighed as he decided he’d tell the truth.

“We’re leaving, girls;” He addressed the ponies, “the Travelier’s lost, and we’re leaving in the RV.”

“WHAT?!” Twilight and Dash exclaimed at the same time. Dash stayed put to question anyone outside who would answer, while Twilight ran aboard the RV. Kenny looked back when he heard the ruckus and saw Twilight now on board staring straight at him.

“Twilight, glad you made it here safe.” He turned back towards the dashboard as he continued to work on starting that giant rent-a-turd. Stache Man knew what Twilight was here about, and he was going to prolong it for the short time that he could.

“Why are we leaving?! After all this time I spent working on that machine, we’re just going to go!?!”

Kenny sighed, “Listen, Twi, I’m gonna tell you what I told AJ: we-- HEY!” He made a swipe for the keys as the mare pulled them away with her magic. She would have ran outside had Kenny not grabbed hold of them and dug into a spot where Twilight had trouble forcing them away. She wouldn’t have this much trouble usually if she hadn’t already exhausted herself from teleporting.

“Let go, Kenny.”

“Are you outta yer fuckin’ mind?! You’re gonna get us killed!”

“Leaving that Machine behind,” She responded, “Will get ALL of us killed!” Clementine and Ben, who were the only other people inside, watched the struggle; unsure of what to do. Kenny didn’t budge.

“Staying here is just us waiting to get murdered! Do you know what those sick fucks might do?! Assuming they don’t just kill all of us!”
Twilight turned to look out the window to see plenty of guns going off in the woods, but nothing going towards the Motor Inn.

“The walkers are attacking them: we have the advantage!” Ken looked outside as well, and saw two of the bandits run past a few walkers on the road to head straight for the wall.

“Those things are gonna make them desperate, and that just fucks us quicker! Look at how many gunshots are going off! There’s still dozens of ‘em out there!”

“We can hold them off!”

“Like hell we can!”

“Let go of the keys!!”

“Not even if you asked nicely!”

“I WILL NOT LET YOU--” glass shattered somewhere nearby and she halted her incoming threat immediately. Kenny glanced up at her and saw a look of pure horror and disbelief on her face. He stood up enough to turn around and see what she was staring at. The roof over the right wing of the motel was set ablaze, and the fire was consuming the dry wood fast. Twilight's room was at the end of that wing.
Everyone outside watched the building catch fire with open jaws. Lee was drawn away as he heard gunshots near the gate. Two bandits were outside the wall, and one of them was holding a makeshift molotov cocktail. Drew wasted another three shots taking down another one as his companion tried lighting another cloth with his shitty lighter. More of those things were coming towards them.

"Hurry up, Gary!!"

"I'm tryin'!" Lee aimed his rifle at the man with the fire in a bottle as he sparked it with flame. The man brought back his arm to throw it, this time towards the RV, but Lee shot the bandit between the eyes before he could toss it. The firebomb fell from his hands, and both the man who was shooting and the one who had fallen were consumed by burning liquid. The living bandit began screaming as his back and sides began scortching; dropping his gun, he ran away from sight. Lee had to take a minute to process what he'd just done.

From the driver side window, Kenny watched the scene before him play out as the dominoes fell. The burning man, who was screaming in a way that could give a person nightmares, ran right into a walker in an effort to get away from the flames. Not caring that its meal was burnt, and still burning, the creature grabbed hold of the fleeing man and dragged him to the ground. It commenced eating his face as the fire spread from the guy to the walker. Kenny heard metal drop to the floor, and turned to find the keys lying on the ground, released from Twilight's grasp, as the mare ran with considerable speed back outside.

Everyone behind the cover of the RV was shellshoked by the dying scream, which only a few of them knew what the source of it was, until Twilight's hoofsteps brought their focus back. She ran past all of them and darted straight for her room.

"Twilight, wait!"

"Get back here!" Applejack and Rainbow Dash both gave chase after their friend. Duck, still outside, ran after his friend. Katjaa gave chase after him.

"Duck, no, sweetie!" Mark, who now found himself almost going after them, stopped as a rifle was shoved into his arms.

"Cover the gate!" Lee ran after them in his stead. Twilight entered her room and ran straight for her machine. Grabbing a tool from the line, she picked up where she'd left off on the Machine with renewed speed and adrenaline in a last ditch effort to finish it. Her friends were close behind, and both tried to pry her away.

"Twi, don't! There isn't time!"

"We have to get out of here!" Neither of them wanted to leave the machine either, but it was past the point where they didn't have a choice. Their immediate safety took precidant.

"NO!" Twilight resisted, "WE'RE SO CLOSE! I CAN DO THIS!" None of them heard it over their yelling. They didn't hear the moans which were followed by low, hungry growls. They didn't hear the shuffling on the wood floor as it dragged its loosened foot with it. They didn't see the walker just feet behind them as it closed the distance. The dead were just that: reanimated corpses. They only had the most basic abilities. The most basic thoughts and needs. Hunger. Noise. That's why it was drawn to the man in the bright shirt after it made loud noise. That's why it followed it inside through the opening it had used. That's why it focused its attention on the creatures with their bright colors before it and went for them. A human entered the room and grabbed the creatures attention as well, and with its small will of thought the monster focused only on him now. Then the larger human entered the room, looking at the smaller one, and ran right into it.

Katjaa was too focused on her son. She didn't expect it to be there. The walker was in the last place she thought it would ever be. And she ran into it before she knew it was there. Her scream alerted the others in the room as she pushed it away, and they were now aware of the walker as well. It was knocked back by Katjaa's defensive move, with its broken foot helping through it off balance, but it sprung back quickly and lunged at her. Grabbing at her arm and her shirt; it barred its teeth and went for her neck. Applejack had reacted first and bucked the thing in its legs already weakened leg. The force knocked it down, but the creature landed on top of AJ and knocked her to the floor as well. Without being stunned, it prepared to rip into her when Rainbow Dash tackled the walker as the two rolled onto the ground. The walker regained itself quickly and climbed on top of the mare as her back was to the floor. Using all four of her legs Dash kept the walker out of her reach.

Their struggle lasted only a second before Twilight, levitating a wrench with her magic, swung the tool into the side of its head with the force of a car. It was knocked off of Rainbow who quickly backed away from the beast. Not wasting any time, Twilight struck the walker in the head repeatedly with anger. It stopped moving after the second strike, but she didn't stop. With lightning speed she brought the tool down as it became covered in blackened blood. The other occupants of the room decided to look away, aside from Duck whom Katjaa shielded the vision of, herself.

Lee, having stopped when a few bandits still in the woods took shots at him, reached the open doorway and soaked in the sight he saw: Katjaa had her hands over ducks eyes; Applejack and Rainbow Dash were silently making sure the other was okay before checking on Katjaa; a walker just a few feet away from them had its head turned into mush from a floating wrench which was slowing down its pace; and Twilight had a face of pure hatred which was also dying down as she levitated said wrench. The unicorn started taking deep breaths and finally released the wrench onto the floor.

Deciding to not question anything else, Lee simply asked, "Hey, are you all good? Was anyone bitten?" They all shook their heads or said 'no'. Katjaa, now letting go of Duck, put a hand on her shoulder where the walker had pulled at her shirt, "Katjaa, are you alright?"
She nodded after a second of pause.

"Yes, Lee, it just caught me by surprise..." She smiled weakly at the ponies, "AJ and her friends saved me." Duck, starting to smell something, looked at the ceiling.

"... Mom?" The room's other occupents followed his gaze to find smoke consuming the air high above them. Wasting no time Lee spoke to everyone.

"Alright, let's get back to RV. C'mon." Twilight spoke up as she began to protest, but was silenced when a bullet struck her doorframe causing Lee to back into the room with them. He turned towards everyone else as they'd moved forward a bit to follow him, "Stay back!"
Lee took cover by the door and looked outside. Mark was behind the cover of the RV where he'd been, but he wasn't moving at all. He was just sitting with has back against large vehicle. Looking out towards the wall, Lee found the body of a walker he didn't take down lying within the wall. So Mark had been watching the gate, but now he was frozen in place where he was. Lee then saw a bandit in a red flannel poke his head around the corner in the small nook between the fence and the wall where they'd seen the marking. He was inside, and he was taking shots at Lee's position with a powerful handgun. The ex-teacher pulled out his gun and tried firing back, but the bandit fired at him again and forced him back in. Lee looked to his friend across the way.

"Mark, hey, we need you to take that guy out! He's got us cornered!" Mark acknowledged Lee's request and grabbed a hold of his rifle. He poked out of cover and aimed at the bandit, who was waiting on Lee to come back out, but as he had his hand on the trigger he couldn't make himself pull it. Now matter what he tried to think to convince himself to do it, Mark couldn't kill him. The bandit finally took notice of him and began shooting in his direction, forcing him back behind cover. Acting quickly, Lee took this opportunity to rush out and shoot the bandit himself. Hitting him in the chest, Lee watched the bandit drop his gun and fall to the ground. He looked back in the room, "Alright, let's go!"

Katjaa and Duck were the first ones out of the room as they followed Lee back to the RV. AJ and Rainbow Dash were behind them, and the two of them assumed Twilight was following as well, but halfway across they were stopped as something tugged at their tails.
They turned to find Twilight's magic release from their tails as the mare stopped a foot away from them.

"What are you girls doing? We can't leave yet!" Dash couldn't believe how blind Twilight was to what's going on.

"We have to go now, Twi! There isn't a choice!"

"Yes there is! We just have to put out the fire!" She thought about it quickly, "Um... alright, AJ! Help me find some water to put out the fire!"

"What water? We don't have much water left!"

"Well we'll just use what's left!" She declared, "Dash, once we have the water I'll need you to fly up there and help me stop the flames!"

"Um... Twilight..." Dash flapped her one good wing to remind her friend the main reason of why she couldn't do that. Twilight was getting desperate.

Kenny met Lee and his family as they reached the RV; they let Katjaa and Duck get in first. As Lee let Kenny follow them in he looked down at Mark, who was now getting to his feet. He was ready to ask him what had happened, but when he saw how devastated the man already looked Lee just let it go for now. Mark straightened his glasses, and neither of them said a word on the subject. He and Lee both turned as Twilight shouted something almost incoherent. Neither of them felt safe about the ponies being out in the open like this. Lee called to them, though they couldn't hear him over their increasing argument.

"Hey, what are you girls doing? Get over here!" Twilight looked up at him to retort, but she didn't get the chance to speak. Her mouth opened, but no words came out. Instead a gun went off, loud and close by, to tear through the noise and bring a single second of nightmarish silence. Twilight didn't know what had happened. The world was spinning? No. She was falling. Something strong and forceful was knocking her down. Her chest hurt. She'd never felt pain like this before. Something couldn't have pushed her: there was nothing nearby except for her friends. They looked on as shock and terror filled their expressions. What hit her? She hit the ground. Twilight's vision went dark. Her eyes closed from the pain. The pain left her and she felt nothing. Everything went dark. Was she dying? How? She heard her friends cry out above the fading, distant gunshots. Then she heard nothing.

It all happened so fast none of them knew what had happened until she hit the ground. Twilight had been shot. Her friends went forward in the chaos and tried to wake her, to no avail. Lee turned towards the source of the gunshot. It was the bandit with the red flannel. The bandit Lee had thought he'd killed. He was laying there, propping himself up against the fence with one hand holding up his gun while the other was held tightly against his wound. The man was more than likely dying, but he had enough in him to go out shooting. Lee wasn't going to risk him getting another shot off. He raised his Glock and shot the man again. The bandit dropped his gun as another bullet hit him, but this time ripping through his throat. He laid there, drowning in his own blood.

Mark had reacted in his own way and ran over to the ponies, which Lee did as well once he was certain the man wasn't getting up again. Rainbow Dash and Applejack were in shock. They couldn't think. Neither of them knew what to do or how they could even begin to help Twilight. They didn't even know if she was still alive. Once Lee got down on his knees besides them he turned to Applejack, who couldn't speak, then to Dash, who was trying to.

"Wh-what just ha- what happened... Twiligh..." A small noise escaped the calm, motionless mare's lips. It was a weak, tiny grasp for air. She was slowly filling her lungs with fresh air.

"Jesus Christ!" Mark exclaimed, "She's still breathing!" Acting quickly, Lee moved to the opposite end of the wounded mare got ready to lift her.

"Mark, help me carry her to the RV!" The man did as he was told, "Girls," Lee turned towards the ponies as he got ready, "Go in ahead of us and get Katjaa! Tell her Twilight's been shot and she needs help now!" The ponies ran ahead without question. Mark got a good hold on the front half of the still pony. Lee prepared himslef, "Ready?" His friend nodded, "LIFT!" The two of them pulled her into the air, and as quickly as they could carried her towards their escpae vehicle. Carley had watched this unfold, and, with Lilly still in her room covering the left gate, the slightly smaller woman went to the opposite end of the RV to cover their retreat just in case. Most of the bandits seemed to be preoccupied, however; at least for the moment.

Katjaa was tending to Ben since her husband insisted he would be fine for now. There was a ruckus as both AJ and Dash raced into the RV as quickly as they could. Applejack was first in as the older woman turned towards them.

"Katjaa, get ready: we need yer help!"

"What--"

"Twilight's been shot!" Dash interrupted as she followed the cowpony.

"We thought she was dead!" AJ explained further. Clem looked at her friend in worry.

"Oh no..."

"What?!" Ben exclaimed, peering around Katjaa. Kenny looked back from the front, where he was still trying to start up that worthless pile of scrap, when he heard what had happened. Lee and Mark arrived soon after, carrying Twilight's still form in with them.

"Oh shit!" Ken nearly spit when he saw her, "How the hell did that happen?!" He didn't wait for a response. While Twilight was moved to the back table, where Katjaa along with Dash and AJ immediately ran to her side, he grabbed the keys yet again as they sat in the ignition, "Oh c'mon you worthless junk pile!" Three of them were already shot: they needed to leave now! He tried again, "Just give me a damn break! PLEASE!" He nearly had a breakdown when there was a roar from the engine. Maintaining no composure, Mr. Florida nearly punched out his driver side window in glee as the roar stayed low and consistent, "YES! FUCKIN' YES! FINALLY!" Mark walked past the others and looked at the excited older man.

"It started?!"

"You bet yer ass it did!" He got up and looked back at him, "Head back out and tell anyone still outside to get their asses in here! We're gettin' the fuck out, right now!"

"On it!" He ran out the door and looked at the only two people still outside, "Carley, Lilly, get inside the RV! It's time to go!" Carley took out another walker which tried to get inside before obliging his request. She stopped in the doorway as she turned back to find Lilly not budging. The woman was still in her room, in the exact same spot she'd been the entire attack, shooting at any bandit or walker she saw through her bedroom door. Carley didn't step back down to the cement as she called out.

"Lilly, get over here! We're leaving!"

Mark joined her, "Come on, Lilly, we need to hurry! Kenny won't wait much longer!" Lilly looked out at them, then past them where she saw sections of the right wing of the motel begin to collapse from the roaring flames. This entire building was nothing but dry wood, and the entire place would soon be in flames. She shook her head.

"Shit." Lilly ran towards her bed, grabbing the supplies the scavenging group had retrieved from Macon earlier since they were so close. She quickly shoved the items she'd taken out of the blue backpack previously back in before zipping it back up and slipping the backpack on. She grabbed the unopened saddlebag in one hand while holding firmly onto her rifle with the other. After quickly scanning the room to ensure she wasn't missing anything else important, Lilly ran out the door and into the open. They were happy to see Lilly running towards the RV. This happiness was short lived as Lilly fell to the ground shortly after exiting her room. An arrow now pierced the calf of her left leg. She yelled as the pain surged through her entire limb. Carley turned towards the source of the bolt while Mark went to help her.

Linda stood inside Twilights room after they'd found an open window. Jake and another of their men followed her inside while two more guys waited outside. She'd just shot one of the asshole trying to make a run for it, but only hit the girl in the leg. Now that bitch in the purple jacket spotted them! Linda quickly tried to reload.

"Jake, shoot that bitch!" Both of her companions walked forward and raised their guns. They tried to shoot her, but Carley was faster. She pulled up Ben's gun quicker than they could act and fired off three shots. She hit the woman with the crossbow and one of the men between the eyes, but the third she was off and the bullet grazed his face. He almost dropped his gun before backing away from the doorway. Carley kept an eye on Twilights room in case he came back or if there was any more of them inside wanting to try something.

Mark reached where Lilly went down and dropped down to help her up. He grabbed the saddlebag from her and wrapped her now free arm around his shoulder to help he walk. As he did this another small batch of bandits reached the wall, and one of them was aiming their weapon right at his head. The bandit put his finger on the trigger as he lined up his shot, and with the accuracy of a stormtrooper, missed by a country mile.

Mark helped Lilly get safely aboard the RV and set her down on the opposite end of the bench from Ben. Once they were in Carley went for the door. Jake wasn't ready to let them all leave, and despite his injury poked his head out and aimed his pistol at her. There was a loud creak before he could shoot, and as the bandit leader looked up he saw a weakened roof rushing down towards him. He screamed as the scorching wood and debris buried him while the rest of the building which was still standing began to collapse.

After Carley was inside, slamming the door shut behind her, Mark did a quick headcount of everybody inside. Once he was sure everyone was there, he turned to Kenny who was still in the driver's seat.

"We're all in, Kenny!" Without hesitation, and before anyone could say anything else, Kenny slammed his foot on the gas. After a moment of the tires attempting to gain friction, the RV was rolling forward at increasing speed. Kenny kept the gas down as he turned the now mobile rust-bucket left. It slammed into the makeshift wall they spent so long building and improving, and wood went flying forward as it met a force of large metal. Bandits jumped out of the way and walkers were blown aside as the tank of a van rushed forward. The RV soon was flying down the road, and the Travelier, the only shelter the group had known so far, faded away in the approaching night as it shrunk into a burning spot in the distance.

Rarity led Spike and Fluttershy through the now empty streets of Ponyville as night descended across Equestria. Spike, knowing he'd missed something the first time, was now focused on Rarity in case something important was spoken again. He kept his focus on her, and this time he would make sure that- and he was lost in daydreams. Again.

Fluttershy followed her friends, trying to figure out what this was about. She hoped it would be something involving their lost friends, seeing as that was the bulk of her thoughts lately. And, if that was what they were meeting about, she hoped it would be good news.
It wasn't long after the sun was completely gone from the sky that they reached Sugarcube Corner. Mr. Cake was outside, cleaning up a mess of cake and frosting on the front steps. Once they got in close, Rarity used her magic to pick up what remained of the ruined dessert. The baker nearly jumped in surprise.

"Oh, Ms. Rarity, you startled me."

"You're not used to magic?" Spike asked, before realizing how stupid of a question it was.

"I just wasn't expecting it." He explained. With the bulk of the mess up, Fluttershy and Spike both grabbed a wet rag from the pile Cake had brought with him to help clean up what was left. Mr. Cake brought a bucket over for them to throw it all into, "You'd think that having a baby unicorn around I'd be used to things randomly floating right in front of me right now..." He rambled as his new helpers quickly cleaned up the mess. Smiling, he thanked his visitors as they all finished, "Thanks for your help; this would have taken forever otherwise."

"What happened?" Fluttershy asked as she dropped her cloth over the side of the bucket.

"Pinkie Pie was trying to carry this cake outside so she could deliver it, but..." He waved his hoof over the spot they'd just cleaned up, "She dropped it."

Spike threw his rag into the bucket,"Who was it for?"

Mr. Cake didn't answer right away, "It was going to be a surprise for Princess Celestia for all the time she's spent trying to find your friends. She was going to help deliver it to Canterlot herself." He glanced up towards the second floor above them, "Poor girl, she'd spent all evening making it perfect..." The three friends looked at each other in worry and sadness, "... I'm just glad it wasn't a birthday cake: do you have any idea how many candles that would have taken?"

"... Over a thousand?"

"WAY over a thousand."

Rarity stepped forward, "Look, Mr. Cake, would you mind getting Pinkie Pie for us right now?"

"Sorry, but I don't think she's in much of a mood to speak with anypony right now." He took the bucket inside and dropped it next to the doorway before turning back to them, "What do you need to see her for?"

"It's a personal matter between friends," She explained, "and it is very important." He thought about it for a moment.

"Alright, I'll see if she's willing to come down. Wait outside, please; Mrs. Cake and the twins are asleep right now, and I don't want somepony thinking were open." The three of them watch as he left, leaving them alone on the large steps.

"Why couldn't you tell Mr. Cake?" Fluttershy asked, "What is this about?"

"Like I told him, Fluttershy, it is a private matter between just the three of us and Pinkie." She informed her, "And once she is out here I'll explain what we're going here." Spike looked down to find frosting sticking to one of his claws, and licked it off without second thought.

"When was the last time any of us spoke to Pinkie? How's she been?" He pondered.

"I spoke to her last week," Fluttershy confessed, "but she didn't say much. Also she looked... off..."

"What do you mean, darling?"

"I mean she wasn't her usual happy self. Pinkie just looked sad, and afterwards Mrs. Cake told me I was the first pony she'd spoken to all day."

"Dang." Spike shook his head in disbelief, "What about you two? How've you been lately?"

"I've been so worried these past few weeks." Fluttershy answered honestly, "I almost didn't eat anything yesterday because I was so wrapped up in my own thoughts." Her friends looked at her with supportive smiles when she looked back up at them, and after a second a forcing it she smiled back, "How about you, Rarity?"

"Well," Rarity thought back for a moment, "I've been trying my best to keep my life going as normally as I can. My work keeps me busy, and Sweetie Belle has been going out of her way to make sure I'm doing well each and every day." The smile she'd grown went away as she continued, "I asked her a while back how Applebloom and Scootaloo were doing, and she just went so quiet." Rarity tried her best to keep from getting emotional. "She told me Applebloom broken down in tears at school when that Diamond Tiara asked how Applejack was doing lately, and when Scootaloo defended her that evil little filly wondered aloud if Rainbow Dash hadn't just abandoned her 'number one fan'." The fashion pony wiped away a tear that had formed.

"That's just--" Fluttershy attempted to respond to that, "That..." Spike ran a claw over the scales on his head.

"Wow." They stood there in silence for a moment until they heard incoming hoofsteps from inside. Rarity quickly regained herself and looked at her friends comfortingly.

"Don't worry: soon everything will be back to normal." They tried to decipher what she meant, as they were still ignorant to her plan, when the door to Sugarcube Corner opened. In the doorway stood Pinkie Pie starring back at all of them. Fluttershy was right: she looked off. The usually happy and sugar-high party pony gave off the most depressing look it could a foal cry just from looking at her. Her hair was straight and going down in place of her usual poofy, cotton candy like hairstyle. Her smile was completely absent, and her eyes were all but lifeless. They were expecting her to look different, but this took Rarity and Spike by surprise.

Fluttershy was internally grateful that she didn't look worse than she did before as that had been the reoccurring theme these past months every time she saw the slightly younger mare. Upon seeing Fluttershy, Rarity, AND Spike at the same time, she smiled. But this wasn't a Pinkie Pie smile; it was barely even a happy smile.

"Hi girls. Hi Spike." Instead of an energetic greeting, it was calm. That probably scared them the most. Rarity was still reeling when she knew she should be speaking. This was the first time she'd actually SEEN Pinkie in a while. The last time they spoke was a few weeks ago, and that was through a closed door.

"Um, hello there, Pinkie Pie. H-how are you this evening?"

"What happened to you?!" Spike asked, rudely, resulting in a levitating watering can to strike him in the head harshly enough to get the point across. Pinkie tried to laugh it off, though her giggles were so silent a dog wouldn't be able to hear them.

"I guess I do look a little bad, don't I?" Spike went to reply, but Rarity moved a broom with her magic to where the dragon could see it clearly. He didn't say a word. Pinkie continued, "So what are you all doing here?"

"Well, darling," Rarity began as she lowered the broom slowly, "I wanted to speak to all of you in private."

"About what?" Pinkie grew excited as she began assuming, "Is this about, y'know, our friends? Has Celestia found anything?"
Rarity went to respond until Spike drew her aside.

"Isn't the Princess, y'know," he began, "Kinda keeping what she's doing a secret?"

"Keeping what a secret?" Fluttershy asked the dragon who'd spoken louder than he realized. She began growing worried again, "Is it really about our friends? Did she find anything? Are they alright?" Fluttershy's growing excitement spread to Pinkie, who grew even more antsy.

"Actually yes, girls: this is about our missing friends." Rarity confirmed their suspicions whilst simultaneously hitting a certain fire-breathing child over the head with the thin end of a broomstick, "And I have some good news to tell you."

"Has Celestia found them?" Pinkie asked, the life in her eyes coming back at the thought.

"No, dear," Rarity told her honestly, nearly devastating the mare, "but as we speak she's in Twilight's basement working on that Machine they used when they went missing. And soon enough we shall find our friends!" Fluttershy and Spike ducked as Pinkie Pie tackled Rarity with the speed of a Wonderbolt. In the split second this happened the pink pony's hair inflated, her eyes grew with life, and she looked alive again. By the time she was on top of Rarity, pinning the fashionista to the ground, Pinkie had the biggest Pinkie Pie smile they'd seen in a long time. While her momentary captive was regaining consciousness, the party pony squealed in ecstasy.

"REALLY?? SHE HAS??" Now watching every word he spoke, Spike answered for the lovely mare lying nearby.

"Yep; Celestia's been over there for a few weeks now working on it. She making it to where it'll take her exactly where it took them." Fluttershy was confused.

"How has she been over there all this time without us knowing? Shouldn't she have told us by now?" Pinkie, getting off of Rarity so she could stand up, turned towards her timid friend.

"You didn't know either? I was assuming that all of you knew and I was the only one who didn't because I've been so cut off lately." Rarity fixed her mane with a brush, where said brush came from is anyone's guess, as she stood up to speak.

"Celestia didn't want any of us to know because she didn't want us to accompany her when she goes. The only reason I found out is thanks to Spikey Wikey over here." The baby dragon blushed upon hearing the nickname.

"Why doesn't Celestia want us to know?" Pinkie gasped, "Is there a secret?! Does she know something she doesn't want US to know? Did--" She gasped again, louder this time, "Is SHE the reason they went missing?! Is the Princess hiding a dark secret?! What is she's evil?! What if she's actually Queen Chrysalis in disguise?!" yet again, she gasped, "Did Chrysalis switched places with Celestia during the Royal Wedding!?! Is our Princess really a changeling!?! HOW--" A white hoof over her mouth stopped Pinkie in her tracks.

"It's good to have you back, Pinkie Pie." Rarity stated with a smirk before placing her hoof back down. She addressed everypony there, "I won't lie to you girls: the real reason the Princess doesn't want us coming with her is because it'll be dangerous. She fears for our safety and therefore didn't even tell us of her plan."

"That's right." Spike added to her point, "Only Shining Armor's going with her. Not even Princess Luna is following her."

Rarity nodded, "Yes, and despite my protest she plans on leaving with only one pony to help look for our friends."

"With good reason, you know: the Princess doesn't want anypony else in harm's way. She worried enough about Twilight and the others as it is."

"That may be so, Spike, but Celestia isn't the only one who cares about them. I simply refuse to stay here while they're still out there, somewhere. Even if it's against the Princess' wishes we need to help find them. It will be dangerous, but I'm willing to risk it. I know they'd do the same for us." She spoke the next sentence while her confidence was at its highest, "After all that the seven of us have been through together any trouble we run across shall just be another obstacle in our way."

"You're right," Fluttershy agreed, with a level of assertive nature one did not simply see in Fluttershy every day, "We need to help Celestia find them."

Pinkie thought about it, "Okaaaaay... but I'm not sure if it's a good idea to follow Chrysalis where she's supposedly looking for them."

"Pinkie, the Princess isn't a changeling." Spike told her plainly. This resulted in the mare appearing right in front of him.

"That's what she WANTS you to think!" Pinkie stood there, starring into Spike's soul with the weight of a thousand suns to crush his psyche. Or at least that's what she thought her stare's effect had. Nonetheless it still freaked the dragon out. When he realized that they were all serious about wanting to go, as Pinkie slowly backed away from her poor victim, Spike regained himself and turned to Rarity.

"So what's the plan? I doubt the Princess will change her mind by tomorrow."

"Why, huh?!" Pinkie got in his face again, "Is it because she--"

"Um, Pinkie, I think you're scaring him..." Fluttershy grabbed her attention. The two mares looked back to find him paralyzed from her mental assault. Rarity thought about it. Normally the Princess might have been convinced to let them join her search, but considering the circumstances and the way she'd been lately. They couldn't risk going there tomorrow and asking because then she'd know they're serious about going. Celestia might teleport them to the other side of Ponyville or have Luna keep them back while she leaves. Rarity could always try teleporting them herself, but she doubted she was strong enough to even teleport herself and on top of that she'd have no idea if the Machine would need to be adjusted again first or if she'd have to cast the spell a certain way. Not to mention the mare had a feeling Celestia was going to ensure that nopony got near that machine after she used it. Then, she came to a conclusion.

"I've got an idea! All three of you meet me outside the library tomorrow. Be there first thing tomorrow morning! As soon as the sun has risen in the sky!" She made perfectly clear, "I'd recommend that you find someone to watch over your house for you, Fluttershy: who knows how long we'll be gone."

"Thank you, Rarity." Fluttershy expressed her gratitude for both the advice and, more importantly, the chance to help find Dash and the others, "I'll see you girls tomorrow, then. I'll need to say goodbye to Angel and all of my other precious animals before I leave." The rest of them said there goodbyes as Fluttershy began to head home. From behind the barrels of a nearby stall, a small set of hooves quickly scurried into a nearby alley as the yellow pegasus went by. When she was gone they then went off into a different direction as the eavesdropper fled into the night.

Nobody said much after they were clear of the bandits. Clear of the sight that is there burning refuge in the distance. Rainbow Dash and Clementine were sitting across from Applejack and Duck at the back table as Katjaa was working on Twilight close to them. Lee stood nearby watching them with no idea what was going to happen next. Ben was sitting next to Carley, with the former holding onto his now darkened cloth over his wound as the latter was now lost in her head. He would look at her from time to time, thinking about the things she'd said. Lilly sat there trying to keep calm as Mark did what he could to keep her comfortable until Katjaa could help her out. On the Vet's instruction Mark had used a knife Lilly gave him to cut off the tip of the arrow before pulling the rest of the thing out. He now held a rag around her leg where the arrow had gone through.

Kenny sat by himself up front as he kept them going down the road. He wasn't going to stop anytime soon. After some time Katjaa took a deep breath and stepped away from Twilight. This gained the attention of a lot of people.

"How is she?" Mark asked from where he knelt down across the RV.

"Is she going to be okay?" Dash nearly jumped up as she spoke. When nobody else spoke, Katjaa took another breath as she began.

"Twilight is alive, but it was... too close." She put a hand on the mare's chest, being careful not to accidentally touch the wound, "The bullet hit her rib cage, and it's a miracle it didn't reach her heart. A pony's skeletal structure is stronger than a human's. We'll just have to assume that's the only reason she's still able to breath. It did leave its mark, however." She said sadly before explaining further, "Her rib, no doubt, has been affected greatly. We'll have to wait until she's awake before we'll see what long-term or permanent affects it leaves behind."

"How come she's not awake?" Clementine asked, "Everyone else who's been shot is." She looked at Ben, then Lilly, then Kenny as proof.
Lilly answered for her, trying to keep her mind off of the hole in her calf.

"It's because she was shot in a vital area. When the bullet hit her ribs it probably made her entire body go into shock. Katjaa's right: it's a miracle she's not dead." Hearing this didn't help Dash or AJ at all.

"What about the bullet?" Lee looked at the designated doc, "If it's still in there shouldn't we pull it out?"

"You're right, Lee," Katjaa informed them, "but I can't do that right now. Not while this thing is moving down the road." Kenny looked back briefly.

"Well then it'll have to wait until tomorrow, 'cause this thing ain't stoppin' tonight. Can't afford to be stranded in the dark trying to get this fucker rollin' again."

"Wouldn't it start right up again now that it's working?" Ben asked.

"Maybe, but I'd rather not risk it. Not until I can see what's around us."

Katjaa spoke again, "It'll just have to wait for now." With there being nothing else she could do for the mare, Katjaa gave the girls a sympathetic look before moving to where Mark and Lilly were waiting. Lee spoke up, looking down at the ponies as they stared at their friend.

"Are you girls going to be alright?" Applejack merely shook her head slowly to say 'no'. Dash responded.

"Yeah, I'll be fine."

"Are you sure about that?"

"... Yes, Lee, I'm--" She stopped suddenly as Clem, who could see the small tears ruining the pegasi's weak attempt at bravado, embraced her from the side with the biggest hug the child could muster. A moment passed by as Rainbow Dash tried to hold her emotions inside. She couldn't, "I... I..." The tears were rolling down her cheeks now, "... I can't believe Twilight almost d-died..." Applejack began to crack as well upon seeing Dash break down and return the hug she'd been given. Duck, doing what he thought might help, followed Clementine's lead and embraced Applejack. The cowpony smiled, sadly, and returned her hug as well. Lee didn't say another word as the ponies were comforted by the youngest members of the group. Up ahead Katjaa had examined Lilly's leg before looking through the recently scavenged supplies from the drug store for anything that could help. While she looked, Lilly was ready to get her own line of questioning underway.

"What the hell happened back there?" She asked, drawing everyone's attention to at least some degree.

"What the hell did it look like?" Kenny asked, "Those guys came back and they attacked us again."

"Why did they attack us again?" She clarified, "After days of them coming back and attacking us again and again they left us alone for almost a week! Why did they come back now? What provoked them?"

Carley returned to the present, "Who cares? It doesn't matter why they came back. Let's just be glad they didn't kill any of us."

"Listen, Carle-- AAHH! GODDAMMIT!!" In here attempt to assert herself in that moment she'd tried standing up. The moment pressure was placed on her left leg Lilly fell right back down in her seat, holding on to the cushioning below her as the pain ran its course anew.
Katjaa had reacted when this happened and motioned for her to stay seated.

"Don't stand up right now, Lilly." She gently grabbed hold of the younger woman's leg for emphasis, pointing at the wounded area as she spoke, "The arrow passed through without touching the bone or any blood vein, but it tore through the muscle and it did serious damage. It will heal for the most part, but you won't be able to walk on this leg for a long while." She gently lowered the leg back down before grabbing the supplies she'd picked out from the bags. As she prepared to do what she could, Kat decided to tell her patient the truth, "You'll probably have a limp for the rest of your life..." Lilly balled her hand into a fist upon hearing this; striking the cushioning to her right. Carley gave the defeated woman a look of sympathy when she looked her way.

With Mark's assistance where it was needed, Katjaa cleaned both sides of the thin hole with a dab of disinfectant and wrapped the leg in some bandage. Lilly was lucky she'd thought grab these supplies. After Kat was done there she went over to Ben, where she showed Carley how to clean and bandage his wound, and told the former reporter when would be a good time to replace the bandages. Ben's bleeding had already went down completely so it would only need to be switched out once. Afterwards she went up front where she finally addressed Kenny's shoulder. She wanted to get to him first, but Kenny had insisted that she check on Ben 'since the boy seemed to be dyin' earlier'.

After Katjaa pulled his shirt enough to get a look at his wound, Kenny asked, "Are you alright, Kat? I saw something had happened in Twilight's room while I was workin' on this big bastard."

"I am, Ken, honey, don't worry. We just had a close call." Mark, now sitting on the floor once Lilly told him she was good, called to Kenny up front.

"So... where are we heading exactly?" Kenny shrugged in response.

"I don't know... this way, East, I guess. It's as good of a direction as any." With that the RV was consumed once again in silence. They continued down the road into the night. None of them knew what was going to happen next.

Author's Note

Hey, everyone, this is KJ.

After editing this chapter, I just wanted to take the time to address all of you, the readers. To start, I want to sincerely apologize for letting any of you down, as I'm sure I have, regarding my personal continuation of the story. It was simply an issue of lacking ideas for changing the flow of the story as well as not having any drive to continue writing. Those are simply excuses, but they are the reasoning behind why I handed the story off.

I'd also like to thank my friend BRBeverage once again, for taking the reigns on this one. He's done an excellent job so far, and I enjoy the differences and ideas he added in going forward with this. I only hope that you all enjoy them as much as I do. I'd also like to apologize to him however, for there not being an easy way to transfer the material he has written to his own profile. I'm sure I've said the same thing far in the past, but I just wanted to clarify, regardless.

I also apologize for the lack of communication, and it appearing that the story had died, as it's my own fault. I simply just am not as involved with the site as much as I used to be, and I know I've disappointed many of you concerning that, as well as those who anticipate the continuation of this story.

All of this was bothering me as I edited this chapter and I really needed to get it off my chest. I hope all of you can look past those shortcomings of mine, and still enjoy what my friend has written. I thank you all for your incredible patience, and I truly am sorry for not sticking to what I start. Hope you guys can forgive me.

-KJ