Are You Happy to See Me or is There an Apple in My Butt?
Artemis Does the Other Side

Barbra ran back to the palace as fast as her tiny dragon legs could take her. Her breath was labored and her thighs burned, but the only thing on her mind, 'Oh crap! Changelings are invading Ponyville! The only way this could be worse is if they were zombie changelings!' She stopped and thought, "But don't they need magic to disguise themselves? And would they need to feed on love if they're zombies? Maybe they need to eat recently married ponies or maybe they could-'

"Hey Barbra, whatcha doin'?" An irrationally exuberant , mint-green stallion interrupted.

"Huh, what? Oh, hey Harpsy."

"You look like you've got that, if something could be a zombie face going on." He waved his green hoof around her face. "It's got the thinking parts going, while knowing there's a lot of better things that you could be doing going too."

"What? No! I wouldn't just stop in the middle in the street just to-yeah, you're right. Just wondering if changelings could be zombies."

"Mmm, possibly. The big problem would be if they would still feed on love or not." Harpsy hoofed at his chin in thought.

"Yeah, that's exactly what I was wondering, maybe they would eat married ponies?" Barbra mirrored the motion and they both stood in deep thought.

"Hmmm," they both mused.

After a couple of intense ponder-filled moments another stallion interrupted, "Harpsy, sweet-heart, I know you have your whole, 'Zombie-Human-Artemis was never on the moon' face on, but I would really like to go home." The cream colored stallion pushed the green one towards home. "Sorry Barbra, I know how much fun you two have thinking about this junk, but I'd rather start working on our piano duet sooner, rather than later." Harpsy remained lost in his thoughts as he was dragged towards home, chin in hoof.

"Oh yeah, and I've got to go warn Dusk Shine about the changeling invasion that could destroy all of Ponyville. Talk to you two later!" She said with a nonchalant wave and ran towards the palace.

"Okay, have fun with th-..." The cream colored stallion stopped.

Harpsy snapped back to reality and asked, "Wait, Babar, did she just say changeling invasion?"

"Yes, yes she did."

"Everypony panic!"

"Aaaaaaaaaahh!" they screamed as they both ran into the market square.

***

It wasn't long before Barbra had finally reached the palace. Tired and sweaty, she burst through the door and shouted, "Dusk Shine!" She slowed down to catch her breath and walked into the throne room. After taking a deep breath, she shouted again, "Dusk Shine!" Barbra waited for a reply, but only heard her faint echo against the empty palace walls. Annoyance quickly replaced urgency as she muttered, "Agh, he can always find me when he wants to reorganize the library, but the instant I need him for something important. I can never find his stupid butt." She scratched her smooth spines, thinking of possible locations for his stupid butt.

"He must be in his room playing with Applejack's and Rainbow Blitz's stupid butts. What were they even doing? I remember they had hoof-cuffs on, but what would they be doing with hoof-cuffs?" she asked herself. She decided to take a quick look around the throne room before leaving and noticed the very out-of-place bookshelf. "Okay, I know Dusk Shine has come up with some weird organization systems, but I don't think bookshelves facing backwards really helps anypony." Barbra took a couple steps to inspect the misaligned bookshelf and noticed the groove along its legs on the floor. "Oh great, that's going to take forever to buff out...and how long have we had a staircase here?"

Barbra took a cautious step down the stairs. "Dusk Shine! Are you down there?!" she yelled. She was again greeted by her own echo, though it was much louder and reverberated for much longer. She sighed and continued down the staircase and wondered aloud, "I really don't remember us having a staircase here at all. Maybe this is a new lab he's been working on?"

Magical torches burned and lit the way downward, spiraling further and further and further.

"Wow this goes on for a while."

***

"Okay, this is ridiculous, I must have walked 20 flights of stairs by now!" she spoke to no one in particular in an attempt to preserve her sanity. Tired, scaled footsteps echoed through the staircase as she still continued downward. She stopped for a moment to rub her aching feet, grimacing at what might be a blister in development. "I knew I shoulda bought those bunny slippers. Super cute and super functional, agh, I don’t get paid enough for this!"

Her whining ended when she finally reached the last step as her feet's echo petered out into a large, dimly lit room.

"Dusk Shine! Are you in here?!" she called again, but was reminded that her only company in the whole palace was her own voice. Not quite defeated, she walked towards the center of the room, noticing how barren it is. "Why is there such a long staircase down to nothing?" Towards the center she found a pair of hoof-cuffs, blindfolds and chains on the ground.

"Huh, well, I guess they were here earlier. Oh, and is that..." She picked up the slightly burnt and slightly bloodied copy of Mechanical Machines and Contraptual Concepts.

"Oh crap."

The only reasonable explanation darted through her mind, 'The real Bubble Berry was body snatched by changelings and they're using Dusk Shine's immense knowledge to construct mega-pony-robots to take over all of Equestria, and now they've abducted three of the only ponies that could have stopped them!'

The only reasonable explanation.

"I gotta warn Prince Solaris and Artemis!"

But before she could leap heroically into action, she slipped on a slick, but syrupy substance and landed with a splish.

"Ew, gross," she rose to her feet and examined the oddly scented liquid that covered her. "What is this stuff?" She tried to shake it off, but it seemed to cling to her scales. "Agh, no time! I gotta save Dusk Shine and all of Equestria! Time to get another stained glass window!"

And slipped again.

***

Three large, regal figures sat at a small, intimate table. A white, large alicorn had a mostly neutral expression, but a slight downward turn of his lips revealed his seriousness. Beside him was a smaller, though larger than the average stallion, midnight blue alicorn. His expression was a mix of anger and annoyance. Across the table sat a glossy, black creature that shared the same shape of an alicorn but twisted and perverted. A razor sharp brow and an dagger flinging glare through a long, ragged, green mane was directed toward the white stallion.

"We need them damn it!" The equine-like creature's voice reverberated within it's throat as it slammed a hole filled hoof on the table.

"Your plight does not fall upon deaf ears, it affects our ponies as much as it does your children. However-"

"It doth not grant thou right to our ponies!" The smaller, dark blue alicorn slammed his hoof on the table in return.

"Yes, thank You, Artemis. Our brightest minds in Equestria are integral to finding a solution to this terrifying magical disease. We need them safe at home to produce a cure."

"They do not need safety and comfort! My brood, my children! They waste away, day after day as this infection spreads! These ponies need to save my hive and as long as the infected remain they pose just as much a danger to you as well." He pointed his other hole filled hoof at the white alicorn.

Artemis glared at the offending hoof, but the white one remained calm and responded, "And I understand your urgency, King Cocoon. The effects of this disease on both your people and our own are astonishing. However, you must understand that it still does not grant you right to abduct our researchers."

"And if I were to hoof them back to you, you would just willingly create a cure to help us? Ha! I know many things about you Solaris, and I know the games you like to play. I refuse to be entrapped by your pony politics."

"We oust thou nothing!" The blue one's wings exploded from his sides as he continued, "Thou trespass into our lands, abscond with our people and then come once again to make demands as if thou had any right to life after what you did to my brother?!"

"Artemis."

"Thy monsters are devious liars and deserve the fate thou hath earned! We could simply take our ponies back by force if we had to!"

"Artemis!" Solaris raised his voice to match Artemis'.

"And brother! How doth thou sit and be disrespected so! This foolish creature believes himself a royal and doth not even address thou by title! We cannot-"

"Artemis! Please, calm yourself!"

"Neigh! We shan't allow an enemy of Equestria make demands of us believing that he deserves anything other than life in a dungeon!"

But before Solaris could respond, a puff of green smoke appeared in front of him. From the smoke, a small scroll fell into his lap.

"A black ribbon," he whispered to himself as he felt his heart skip a beat. Prince Solaris' composure vanished as he quickly unwrapped the scroll. His eyes quickly scanned the message below.

Help!
Dusk Shine!
Changelings!
Invasion!
Ponyville!
Now!

His glare intensified on King Cocoon and yelled, "Guards arrest them!"

"What?!" Cocoon's eyes darted around the room as Solaris' guardsmen aligned spears at him. Cocoon's two guards bared their fangs in a defensive stance around their king. "What is the meaning of this, Solaris?!"

Artemis scanned over the scroll and shouted, "We knew they could not be trusted!" He raised his head high and ordered, "To arms my little ponies! We must defend Ponyville from the changeling menace!" And then he flew through the roof with a crash.

Prince Solaris stepped to the side to avoid the falling rubble and then refocused himself on the changeling king in front of him. His rose colored eyes flared to crimson and said, "Tell your guards to stand down, King Cocoon."

They immediately hissed at Solaris in defiance.

King Cocoon's mind tried to process the rapid series of events but could only respond, "Wait, I have no idea what you're talking about! What is going on?"

"I am not in the mood for you to suddenly play the fool. Tell me what you've done with my student, right now!"

***

As Barbra opened the front door to the crystal palace, a dark blue blur landed with a loud crash, knocking the little dragon off her feet.

"Barbra!" Prince Artemis rushed to her side, "Art thou alrig-" He noticed the dry white flaky substance covering her body. "We had not known dragons matured so quickly-" he smelled air around her and cringed "-or were so enthusiastic in deviance."

"What?" She brushed off a couple flakes from her arms as she rose to her feet.

"Worry not, we do not judge thy choices and lifestyle. Now, Barbra, we must find Dusk Shine! Where are the others?"

"Oh, I think they got abducted too. The changelings definitely got Bubble Berry though, I saw them going down into the Sugarcube Corner cellar in the back alley." Barbra pointed her finger towards the center of Ponyville. "I also saw a lot of things I really didn't need to see." She shuddered at the unpleasant, black, wibbly-wobbly memory. "They were all disguised as Bubble Berry, which was kinda weird, but there was definitely more than one of Berry. Which way more Bubble Berry than Ponyville can handle!"

"Thank thee kindly, young Barbra. Thou hast done well. Hold here and wait for our return." Prince Artemis spread his wings ready for take off.

"Wait, I'm not going with you? I thought you said we must find Dusk Shine." She tugged at a blue pinon of Artemis' wings.

"Yes, the royal we," he responded simply and lifted off with a powerful stroke of his wings that knocked Barbra off her feet again.

She laid there and watched Prince Artemis zip upward in a midnight blur towards Sugarcube Corner. "No hunky stallion hangout time, lost my allowance, got covered in white, stinky goop, and now I don't even get to fight the changeling invasion." She flailed in frustration on the ground. "This day-off sucks!" She wondered if maybe being turned into a changeling zombie might be a less boring fate, but the sticky sensation between her toes told her she might as well take a bath.

***

"Changeling invasion!"

"Everypony panic!"

"Run for your pony lives!"

"Woof!"

"Get back here!"

And more screams of panic and terror filled Artemis' ears. 'Tis worse than we thought. They must be weaving disharmony in our people to distract us. We must find Dusk Shine and the others before its too late!' He thought to himself.

His dark blue eyes widened when he spotted the charred roof of Sugarcube corner. 'They've already began their attack? We can only hope we're not too late. We fear the loss of a pony that has done so much for us.' He shook his head to clear his thoughts. 'No! We must stay focused. We must find the elements bearers!'

He flew around the slightly smoking building until he spotted the cellar entrance. He swiftly, but silently landed by the wooden doors.

Upon landing, he clutched at his chest as his heart began to pound. He felt a strange sensation, like entering a strong magic field. But instead of repelling him, he felt compelled to come closer. He could feel his cheeks flush and his chest tighten, mixed with a powerful urge to bend somepony over. It was dizzying and difficult to keep his eyes straight.

"Agh, no, we must concentrate," he muttered and shook his head. "This must be some sort of changeling magic."

He leaned his ear against the cellar door and heard the sounds of multiple ponies grunting and then a yelp of pain. 'That sounded like somepony needs help!' But before he could burst through the doors he felt something wet and warm engulf his lower royal jewels.

Hot breath and fuzzy mane hair embraced his rear as a pair of hooves wrapped around the prince's large, firm flanks. The hot, wet sensation delicately rolled around his large sapphires as if savouring every detail.

The fleshy appendage was so pleasurable that Artemis barely maintained his composure, but he quickly grabbed the horny offender with his powerful telekinesis and brought it in front of him.

"Bubble Berry?"

"Fuck!" The pink stallion replied with a large grin.

"We have never heard of a changeling attacking so unconventionally, nor so skillfully, but 'tis obvious thou art not the true Bubble Berry. Now tell us thy secrets! Who art thou and where art the Element Bearers?!'

"Fuck?" The pink stallion thrust his hips in the air as his hard black cock bounced up and down.

"Neigh, perverted abomination! We demand thou reveal the location of Dusk Shine and the other element bearers!" Artemis shook the pony around in hopes of coercing an answer, but instead felt a hot, slimy object pierce his tailhole.

"Gah!" He squeaked and released his grip on the Bubbled Berry look-a-like. As soon as he hit the ground, the pink one became a blur between Artemis' rear legs and assaulted his peaking stallionhood with his tongue. The slimy object in his rear had to be an impossibly long tongue as it pushed deeper and flexed around every inch of his anal walls.

Artemis' rear legs nearly gave out as the unexpected assault drove a long moan from his throat, but he once-again regained his concentration and brought both offenders before him.

"Of course there would be more than one of thou...unsure of how both art so skilled in the act of pleasuring an immortal," he noticed the length of the stallion's tongue, "-although, an instrument of that caliber would explain much."

"Fuff." The Bubble Berry copy responded, nodding his head with his very long tongue dangling back and forth.

"Fuck!" The other Bubble Berry copy continued while thrusting his hips in mid air.

"We deduce a pattern," he noted as he scratched his chin.

"Fuck!" They both replied.

The Prince could feel his cock stiffen beneath him. The magical sensation surrounding him overpowering his senses.

"Fine, show us the location of the element bearers and we shall grant you pleasure unlike any thou hast ever experienced."

Their eyes widened as their jaws dropped. They both pointed to the wooden cellar behind them while nodding enthusiastically. "Fuck fuck fuck!"

"Hmm, truly these art not changelings. We wonder what magic had spawned them...and why art they so promiscuous?" He eyed their erect stallion parts as they continued to wriggle in his magical grasp. "But we did give our word to please ye both," he said as his voice dropped to a sultry whisper. "Though, I do hope you understand-” he raised one’s cockhead to his mouth and gave it a kiss “-the best pleasures art shared," he whispered and gave the other flare a light suckle.

“Fuuuuuuck~” they both moaned.

“Good boys, now get us ready.” The prince gestured to his groin with a smile as he released the doppelgangers from his grip. The two scrambled to attend to his twitching royal rod with long licks. Their long tongues wrapped around and interlocked with each other on Artemis' length.

Artemis moaned as the wet dexterous muscles slathered his cock with saliva.

"Mmm, 'tis enough." Artemis lifted them both back in front of him with his telekinesis. He kissed both of their cockheads again, but then wrapped his lips around the first and slid all the way down to the hilt without a hint of gagging.

"Fuuuuck!" The clone choked out.

Artemis' throat was smooth and firm. His throat muscles swallowed powerfully and rapidly. The Bubble copy's eyes rolled back as his hips twitched and spasmed into the hot, fleshy chasm. Artemis' lips formed into a smile and then thrust his head back and forth while swallowing constantly. It wasn't long before the Bubble copy unloaded everything he had. Artemis withdrew his lips to the head to savour the sweet, candy-like flavor that burst on to his tongue. He rolled his tongue in circles on the flare and sucked at the tip as the thick stream of hot cream filled his mouth. He continued swirling around the sensitive head until the last drop had been thoroughly gobbled up and the clone had gone limp.

Artemis unceremoniously dropped the spent Bubble Berry and hungrily gazed at the other. He flexed his hard cock, slapping it against his belly, causing a loud wet echo.

The copy's tailhole clinched.

The prince moved the clone precisely between his legs with his magic and could feel his target align with his slick cockhead. Additional precum slicked the entrance to Berry's love hole, but the sheer size of Artemis' stallioness caused the clone to squirm slightly.

"Fear not, carnal creature. Alicorn cum is the perfect lubricant." He said with a devilish grin. And true to his word, Bubble Berry's eyes crossed as he glided effortlessly down the enormous, black length. His rear tightened in surprise, but it could not slow the pulsing intruder down at all.

"Fuuuuuuuuuck," was all he could manage to whimper as Artemis forced him down to the hilt. A large bulge of alicorn cock twitched inside his belly as the prince flexed his hard length.

"Mmm, yes, thou make a lovely sheath for my sword," he said as he slapped the pink scabbard's jiggly rear. "Such a supple ass, but now we must test thine integrity." And began mercilessly thrusting the clone back and forth along his cock.

"Fuck fuck fuck!" The Bubble Berry clone squeaked with each thrust.

Prince Artemis started with long, full length thrusts, pulling the Bubble Berry copy up to the engorged cock flare and then pushing him back down until his soft flanks touched Artemis' royal jewels. The moderate pace allowed the alicorn to relish the soft texture of Bubble Berry’s tailhole and his spasming rear muscles.

But then he released the clone from his telekinesis, letting him drop to the ground. The clone felt a moment of relief and managed to draw in a breath before having it forced out by Artemis quickly increasing in pace to short, brutal pounding. The prince threw his entire weight with each assault. The copy's rear rippled on each powerful impact with a loud smack. It all became too much for him to handle as he squealed and painted the ground white with long strings of thick cum.

"Huzzah!" The Prince yelled victoriously as the spasming tailhole surrounding his royal member tightened even more. Artemis clenched his eyes shut and unleashed his own mighty load deep in the duplicate's depths. Each thrust of his cock sending another pint of thick cum. The copy was quickly filled and semen leaked from his rear as the prince continued to bury his seed as far as his length could reach.

After many more thrusts, Atemis' balls had finally emptied. He took a long breath and slowly released, basking in the sweet warmth of a good fuck. The feeling was much stronger than usual. He felt his heart lighten and cheeks still flushed. 'Something much more powerful than mere lust,' He thought. He looked at the hot mess below him.

"Mmm, such a good toy," he whispered as he kissed the pink pony's cheek. "Alas, not able to withstand the full power of an immortal," He mused aloud as he brushed the passed-out pony's fuzzy mane. He withdrew his still stiff member with a loud, wet pop. 'Tis a shame we fear we might break the poor thing with another go.' He shook it twice as a quick attempt to clean it. 'No, no, concentrate Artemis. We art here on a mission, this cursed magic impairs us.'

Artemis' ears perked up to a loud moan came from the cellar doors, though it sounded much more pleasured than the first one.

'Mayhaps t'was a misunderstanding. These art not changelings a'tall. A changeling would consume these emotions.' He looked back at the smiling clones as they rested. 'Neigh, some other magic twisted with perverse, but not malevolent intent,' he thought to himself.

He opened the cellar doors quietly and snuck down the steps. Artemis noticed the magical sensation from before intensifying as he stepped closer. He could hear strange metallic sounds clanging and rubbing against each other accompanied by moans and grunts of a more carnal nature.

'Do not let prior conquests control our mind." Though his still erect stallionhood made that difficult. 'Remain alert and cautious, trickery could still best us.' He concentrated on his shadow and the surrounding darkness. His horn glowed dimly and then he melted into his own shadow. He moved swift and silent to the sounds of moans and cries of pleasure.

'The element bearers!' Once he turned the corner he saw them trapped in machine arms, grinding against one another. A symphony of carnal cries and moans filled his ears.

A passed out Elusive being filled to the brim with pegasus cum, mechanical arms shoving Rainbow Blitz onto Applejack, and a flat maned Bubble Berry bouncing on Dusk Shine's cock.

He could feel his hardened stallionhood erupt from his magical shadow-like form. Fortunately, the random pony penis sticking out of the ground went unnoticed by the others. His hooves demanded to break free and give his throbbing cock any sensation other than the cool air. He focused intensely on the incantation to avoid the rest of his body returning to a physical form. 'Such intense magic flows through here. I-i-we can barely contain ourself.'

Rainbow Blitz and Applejack cried out as they both reached their climaxes together. Their hot cum mixing together as they passed out on each other with blissful smiles and kisses. Prince Artemis' eyes locked on their twitching forms and it finally became too much for him. His stallionhood squirted a thick jet of pre and the rest of him erupted from his shadow-like form.

He scrambled to a dark corner and then frantically rubbed at his rock hard length with his hooves. He no longer cared about anything but relieving his burning desire, but his hooves and magic were not enough to bring him to the climax he desperately needed. He wildly glanced around the room and saw the orgy pile of oily Bubble Berries. He reached out with his magic and grabbed one. The slippery sound of oil against the ground was lost amidst the orgy as he dragged the Bubble Berry’s cum stained tail hole over his rock hard cock.

“B-be a good pony and let me-u-us fuck your fine ass,” he whimpered. He could barely control the lust in his voice.

The pink pony’s eyes went wide when he felt a jet of pre ignite his inner walls as the prince placed him on the gigantic stallionhood. The clone looked at down at the beast he floated over and back to Artemis’ pleading, midnight eyes and quickly nodded, ‘Yes!’

Whether it was out of pity or burning lust, it was easily shoved out of his mind along with any other thought as the enormous, royal cock shoved it’s way through his ass. The blissful contact of flesh against his heat made the prince’s eyes cross. Artemis could feel his cock straightening the poor pink pony’s insides as the copy slid down hilted the unyielding stallionhood. He focused enough to see the large bulge of his cock in the Bubble Berry copy’s stomach pulse to his heart beat. But the feeling of wet warmth only temporarily relieved Prince Artemis’ heat, the desire to release all of the cum trapped in his balls took over him again.

He used his magic to hoist the clone up his near the top of his shaft. He felt the cum of the other Bubble Berrys against his flared head as it scraped against the clone’s anal walls. Then he would drop the Bubble Berry clone back to the base of his cock. The long, deep thrusts quickly dissolved in pace from moderate and deliberate to desperate and wild. Artemis could no longer concentrate on his magic as he felt his climax approaching fast and pushed the copy on the ground.

The oily copy slid a bit and then slid some more as the horny prince pounced his prey. He returned his cock to it’s rightful place, deep inside the clone’s love hole and pushed his entire body against the slick pony below him. He felt the clone’s hard stallionhood between them and grinded it against their lean, oiled muscles as he brutally thrusted into Berry.

The prince felt so close to releasing his load, but could not seem to cum. He saw the copy’s tongue hanging from his mouth and grabbed at it with his lips, seeking to conquer more of this pony’s body in hopes of bringing release to his bulging balls. He sucked at the tongue until both of their mouths met and tried to overpower the copy, but the clone quickly pushed back and wrapped around his own in impossible ways. And then the tongue kept going and going into his own mouth. So deep that the Artemis felt the tongue enter his throat and then it continued beyond the entrance. He felt the copy slide his thick, strong tongue back and forth against Artemis’ throat and all the prince could think to do is swallow against it.

The copy grinned as he throat fucked the Prince with his tongue, until his eyes crossed and his tongue tensed and curled. Artemis could feel the tight tailhole twitch and grip against his thrusts, as if begging him to stop, when hot spurts of semen blasted against his barrel and chest. The moans of the thoroughly spent clone and his white stained coat did little to deter him from continuing to seek his own climax.

Prince Artemis heard Dusk Shine and Bubble Berry finally reach their orgasms. He saw Bubble Berry swallowing the magic that shot from Dusk Shine's horn while his ass was pumped full of alicorn cum.

Then Artemis felt a surge of power enter his horn as the magic field that engulfed the entire building became inconceivably tense and finally forced his release. The wonderful relaxation of his royal jewels sent pints of thick seed through his stallionhood and then buried deep in the copy’s rear. The clone was filled in one massive spray and then white glory gushed from the copy’s filled asshole. But Prince Artemis only had more to spare, he gave another thrust and then another in hopes of emptying everything inside the pony. The copy’s stomach distended with so much cum filling him up.

Finally the prince had emptied everything and his stallionhood finally went limp. The copy had passed out long ago, but a small spurt of cum flew from his cock as Artemis removed the only thing stopping the gallons of cum from gushing everywhere.

On unsteady legs, the prince tried to stand tall and recompose himself.

‘So unreal, no matter how we brag, this is well beyond our own abilities,’ he thought as he saw impossible amounts of cum flow from the clone behind him.

'And how good it all felt...we had no control what-so-ever. Powerful, yes. Perverted, but powerful.’

He stood by the unconscious forms of the elements. They laid all around him in a post orgasmic daze between sleep and awareness. ‘Such a mess.’

"We knew we should have reinstated the royal concubines," he muttered aloud.

"Or maybe ‘tis what the new elements of harmony are truly purposed for," he mused with a smirk.

‘Bring back the royal concubines in the name of science? Who knows what magic this was? We know we're ready for more experimenting though!’

His horn glowed with a solemn spell of sweet dreams, but his mind was only filled with naughty intentions.

Author's Note

I'm slightly changing my original direction, because I never had a direction to begin with.

Which is what my boner thinks is cooler.