Ponytropolis II

by Pinkamena666

Rating: mature
Tags: Alternate Universe, Anthro, Main 6, Other, Princess Luna, Thriller, Drama, Original Character, Porn, Fetish, Princess Celestia, Sex, Profanity, Gore, Violence, My Little Pony: Friendship is Magic
Length: 69907

A new threat emerges and the Elementals must call on the aid of a former enemy...

Equestria Expanded Universe #2
Ponytropolis #2

2015 A.W.
With Chrysalis defeated and in hiding the Elementals get to work on picking up the streets. After forming an alliance with the police force and giving cops their jobs back, everything seems to be turning out well. There's even a new laboratory in the city. However, a new threat emerges as strange deaths are reported around town. With this new enemy the Elementals require help from another... One who is as strong as Celestia and Luna and can help in this new fight... And no one is too pleased about it...

[Popular Stories List: 4/20/15]

Published 2015-04-21 02:00:02 UTC
Last updated 2015-10-18 14:35:36 UTC

Infiltration

Nala peeked out from an alley, watching Celestia and Luna bring Chrysalis inside the hotel.

"Damn..." she muttered, backing into the alley, deciding it best to wait until later to make her move

5 Hours Later...

Nala stepped out from the alley and stood in the dying light, staring down the hotel as if she wanted to start a staring contest. She then felt something rub up against her leg. Looking down, she saw a white cat with sky blue eyes. She then knelt down and picked it up.

"Hmm..." she said, thinking. "You'll do..." She then focused hard and let out a grunt, straining a little as she tried to take the form of the cat. After a brief moment she let out sigh and gentle dropped the cat. "If I was as skilled as Mistress I could do it..." she muttered, watching the animal walk away.

She then looked back at the hotel and saw two Elemental guards out front. Just then another left the hotel and began to walk around the perimeter. Nala looked around and found a mare and a colt walking hand in hand down the sidewalk across the street. Smiling, her skin turned neon purple, her hair became reddish-orange and shoulder length while her eyes became sky blue. Even her breasts changed, became a little bigger.

Nala let out a sigh and gripped her shirt collar, pulling on it so she could look at her chest. "Lucky bitch..." she muttered, before letting go. "Time to put this new body to good use..." she said, walking down the sidewalk towards the hotel.

Once she arrived she began heading down the alley beside it. The colt on patrol stopped and turned to look at her, hearing her approach.

"What are you doing here, ma'am?" the guard asked.

The disguised Nala smiled and pressed her back to the side of the building, looking at him. "I'm lonely and could use a little fun..."

The colt went wide-eyed. "Sorry, what?"

Nala chuckled and gripped her shirt, pulling the bottom up over her breasts, showing him her bra. "Are you free for a little fun?"

The guard gulped. "Uh... I-Isn't public prostitution illegal?" he asked.

Nala laughed. "There hasn't been law in this city for a while... And besides... I'm not a prostitute... Now, get over here..."
The colt hesitated before walking over to her. Once he got in front of her, Nala placed a hand on his shoulder. "Go on... Suck a little..."

The colt blushed and gently gripped her breast, kneading it before pulling the bra down under it and leaned in. He then wrapped his lips around the nipple and sucked. After a few moans of pleasure Nala felt herself start to leak. She then gasped and kneed him in the stomach. Her let out a grunt and dropped it his knees before the Changeling whacked him across the head hard, knocking him out. Letting out a small whine after her pleasure ended, she quickly knelt down and examined the colt before her body changed again. She then looked herself over and stood up.

"Now, let's see what I missed out on..." she cooed in a male voice, unzipping her pants. After pulling out her penis she gasped. "Wow, it's... kinda big..." She then began to quickly jerk it off, wanting to finish what she started with the colt.

She let out a few small grunts of pleasure as she pressed her back to the side of the building. After a minute or two she let out a grunt and shoot out a few streams of cum, which landed on the knocked out colt's face.

"Thanks for the quickie..." she said, shoving her dick back into her pants and zipping up.

She then continued the colt's patrol, walking all the way around the building before making her way back to the front door.

"Anything?" One of the two guards at the front asked.

Nala shook her head. "Nope," she said in her new male voice. "Nothing. Looks like it's gonna be a quiet night."

"Yeah, I hope so," the other guard said. "We need a break after today... Hell, this city needs a break after today."

Nala smiled and nodded before entering the hotel, looking around. 'Let's see,' she thought. 'We kept the Elementals in the basement...' She then made her way to the elevator and entered, pushing the button for the basement. Tapping her hand against the side of the elevator, she watched the 1st Floor light fade before the Basement light lit up with a ding. The doors opened and she stepped out, just in time to hear an orgasmic yell echo through the halls.

"Yeah, that sounds like Chrysalis..." she muttered, heading down the hall as she followed the source of the yell.

She then stopped at a room, it's door wide open. Inside was Chrysalis laying atop Celestia, the white alicorn's dick inside her pussy. Luna was kneeling behind her with her dick in the Changeling queen's ass while Twilight stood near Celestia's head, her dick in the queen's mouth. Cadence was standing beside them with her dick in her hand, all five females totally nude and sweating. Cum was everywhere as it oozed out of all three of Chrysalis' holes while her back was covered in it. The floor around them wasn't clean either.

Celestia looked over at the disguised Nala and smiled. "Guard... Kindly take this wonderful sex toy to one of the holding cells..."

Nala stared in shock, sort of feeling jealous that her queen was fucked to the point of total exhaustion. She then nodded and walked over to them, roughly taking her queen's arm to make sure to play the part of an Elemental. As she pulled the queen away, her mouth slipped off of Twilight's cock while Celestia and Luna's cocks slipped out of her holes, cum leaking out. Nala helped her to her feet before pulling her out of the room.

Chrysalis stumbled as she tried to stay up and follow the colt who was leading her down the hall. Nala looked around before finding the entrance to the holding cells and stepped inside. There was a desk at the far corner with a set of keys on it. Nala then led the queen over to the nearest cell and helped her inside. As soon as she let go Chrysalis dropped to her knees before falling onto her side, panting heavily.

Nala gave her a sympathetic look before walking over to the desk and grabbing the keys. She then went back to Chrysalis' cell and locked the door. After taking one last look she tossed the keys back onto the desk and walked away, heading down the halls as she made her way to where she heard a bunch of voices. Once she found the room she saw more naked people than she's ever seen before. Every major member of the Elementals were either sitting or laying down while the major members of the rival gangs were chained to the wall.

"Holy shit..." she muttered as she took a step inside. She then noticed a dark gray mare walking towards her with a blank, emotionless expression on her face. She stopped in front of her and looked down at the bulge in Nala's pants. "Um..." Nala said, staring at the mare. "Hi?"

The mare looked her in the eyes. "You're hard..."

The disguised Changeling chuckled and nodded. "Uh... Yep... Rock hard."

"Good..." the emotionless mare replied. "I like rocks."

"You don't say..." said Nala as she watched the mare get to her knees.

The gray mare then unzipped her pants and pulled them down a little, allowing Nala's new appendage to stick out. The mare then leaned in and gave it a few licks. It was still a little sensitive from having recently orgasmed but it felt great. Nala let out a soft moan before the mare wrapped her lips around the head and began to bob her head.

"Holy shit..." moaned Nala, biting her lip as she felt the mare give her a blowjob. "I-I wasn't expecting this..."

The gray mare kept sucking and bobbing her head as Nala felt another orgasm approaching. She placed her hands on the mare's head and began to hump her mouth, letting out grunts and gasps. Soon after, she let out a louder grunt as she blew her load in the mare's mouth. After letting it stay in her mouth for a bit, Nala finally pulled out with a sigh.

"Would you like to go for another round?" the mare asked, sitting on her butt and spreading her legs.

Nala chuckled. "Uh... M-Maybe later..." she said, zipping her pants up.

"Oh..." the emotionless mare replied, not seeming to care either way. "Okay..."

Nala bit her lip before sighing and kneeling down. She then leaned in and kissed the mare on the lips while gripping her left breast. The gray mare kissed back and let out a brief moan. Nala then moved her hand from the mare's breast to her slit and pushed two fingers inside her, pumping them in and out. The gray mare panted and grunted into the kiss, her lower lips getting Nala's fingers coated in her juices. After a moment of fingering, the mare came, letting out a loud moan of pleasure.

Nala gave her a smile and pulled her fingers out, licking the juice off. "Thanks for the quickie..." she cooed, kissing the mare deeply and pushing her tongue into her mouth.

She then pulled away and wiped some of the juices from her fingers onto the mare's breasts. Nala then stood up and turned around, leaving the room. Making her way back towards the holding cells she saw Celestia and Twilight leave, going the same direction she was. With their backs to her, Nala quickly slipped inside the room and peeked out, watching the two mares walk away. She then moved to the desk and quietly snatched the keys. She then returned to Chrysalis's cell and unlocked the door, making sure not to make any noise. After hearing the small click of the lock unlocking, she opened the door and entered the cell.

"Mistress..." she cooed, putting her hand on the queen's shoulder.

"N-Nala?" Chrysalis asked, eyeing her. "You look different..."

"Infiltration... Now, to clean you up..." she cooed, leaning in and began licking the cum off the queen's back. Once she was done she began work on the queen's lower holes, seemingly savoring the queen's ass as she licked all over it. Once Chrysalis was fairly clean Nala moved to her mouth. "Now I can give you some air..." she said, placing her lips on her queen's.

Chrysalis went wide-eyed but relaxed when she felt Nala exhaling into her mouth. It didn't take long before Chrysalis inhaled deeply, grabbing the back of Nala's head and deepening the kiss. After holding the kiss for a bit she pulled away, smiling.

"Still a good kisser..." she cooed softly. "So, do you have a plan to get out of here?"

Nala nodded. "Copy this form..." she said. "I have another in mind for me..."

"I can't..." Chrysalis said, feeling the ring on her horn.

Nala looked at it and sighed. "Shit... An MIR (Magic Inhibitor Ring)... That's magic... Only the one who put it on can take it off..."

Chrysalis nodded and shuddered as she had an idea. "Break my horn..."

"Wh-What?" asked Nala, not sure if she heard her correctly.

"Break... my horn..."

"Won't that hurt?"

"Extremely... But, it'll grow back and I'll still be able to use magic..."

Nala nodded and gripped the horn, her left hand just above the ring and her right hand just under. She then took a deep breath before trying to break the horn. She then used magic of her own to feed a bit of energy into the queen's horn where she wanted it to break. It then sparked and cracked the horn under the ring before Nala broke the tip of the horn off.

She then quickly placed her hand over the queen's mouth as she let out a pained, muffled scream, tears falling from her eyes. Nala sniffled, upset at seeing her queen cry as they both slowly calmed down.

"Now, uh... turn into me..." Nala said, wiping tears off her queen's face.

Chrysalis smiled and turned into the colt. Nala then turned into the gray mare that recently sucked her dick. "Now, let's go..." she said.

"But, you're naked..." said Chrysalis. "Won't that attract..." She stopped when she remembered the orgy. "Oh... Never mind..."

Nala smiled and stood. "This mare sucked my dick while I was a colt... So, I know her body pretty well..."

Chrysalis nodded and stood up, looking over her body. "Alright... Let's get out of here..."

It didn't take them long to make it out as no one suspected them. Nala did get some looks from others as she walked passed them with her whole body visible.

Once outside, Nala walked up a guard with a straight face. "If anyone asks... I'm taking this guy out for some more fun..." she said, grabbing the disguised Chrysalis' arm and pulling her close.

The guard blushed. "Uh... Just don't let... any kids see you..."

"We'll be in an alley..." she said, walking back to the alley where she was waiting.

Chrysalis smiled and gripped her butt. "Good job... I owe you a reward, don't I?"

Nala smirked. "If you want," she said as they disappeared into the alley.r

The Story Continues...

Twilight left Bit & Bridal and stretched as she climbed back into her armored van. She then made her way back to the hotel to rest for the night. She parked her car out front of the hotel and got out, looking around. The bodies in the street had been taken care of. All that was left was a few blood stains that couldn't be washed away..

Letting out a sigh, Twilight headed inside and was greeted by an orange mare with purple hair down to her shoulders and wearing a white shirt, purple vest, and blue jeans.

"Twilight..." she said, walking up to her. "Celestia would like to see you first thing tomorrow morning."

The unicorn nodded. "Um... Why, exactly?"

The mare bit her lip, not wanting to say. "She said she wanted to talk to you so I'll let her explain tomorrow..."

The purple mare hesitated, looking over the mare's face. She then smiled. "Alright..." she said, before heading towards the elevators.

"Oh!" the mare gasped, turning around to look at Twilight. "501."

The unicorn stopped at the elevator and turned around. "501?"

The mare nodded. "Your new room. Celestia told me to tell you. Midnight's there, waiting for you..."

Twi gave her a smile. "Thanks," she said, turning and pressing the elevator button.

"No, thank you..." the mare replied. "Because of you... I can sleep now... Instead of worrying about whether or not a gang might attack us in our sleep..."

Twilight smiled and turned around, walking over to the mare and hugging her. "You're welcome... Now, get some rest..." she said, before pulling away.

The mare smiled. "Be happy to..."

Twilight entered room 501 on the top floor and looked around. It was a large room with a kitchen area at the back, a living room area with couches in the center. A large flat-screen TV was near the couches on the wall. There was a room in the back-right corner, it's door open.

"Hello?!" Twilight called.

"In here..." came the voice of a tired Midnight from the open door.

The unicorn made her way over to it and opened it the rest of way. Inside was a decent-sized bedroom with a large bed, a dresser off to the left and a closet to the right. In the bed was the black mare, wearing only a red bra and probably panties.

Twilight smiled and started undressing, pulling off her shirt and pants. Tossing her clothes aside, she pulled off her bra and let it drop. She then went to the bed and climbed under the sheets, putting her arm around the black mare as she cuddled up to her.

"Hey, Midnight..." she said with a smile.

The black mare smiled and gave her a quick kiss. "Hey..." She then looked a little nervous. "I... I..."

Twi chuckled softly and ran her hand up and down the mare's side, feeling her curves. "You can say it..."

Midnight bit her lip. "Mmm... I..."

"Come on, sweetie..." Twilight cooed as she nuzzled her cheek. "Lemme hear ya say it..." she said before looking the mare in the eyes.

Midnight looked back as she felt relaxed. "I... I love you..."

Twilight smiled wider. "I love you, too..." she said, leaning in and kissing her. The black mare kissed back as she moved her hand to Twilight's, both mares interlocking their fingers together as they held hands. "Tomorrow's gonna be fun..." Twilight cooed with a giggle, resuming the kissing.

Early The Next Morning...

"She's gone?!" Twilight asked, slamming her hands on Celestia's desk.

The white alicorn nodded, standing up. "Yes... Somehow, she managed to escape after our little party yesterday afternoon..."

"B-But... that means she's still out there!" Twi yelled. "We have to find her!"

"We will, Twilight... Calm down... She's weak and she knows she's lost... I doubt we'll have to worry about her for a while..."

Twi started to protest, but closed her mouth and nodded. "Alright..."

"Now, go have some fun..." Celestia said with a smile. "Relax. You've earned it... I will call you if I need anything."

The purple mare nodded. "Okay..." she said, turning and walking to the door, opening it.

"And, Twilight?" the alicorn asked. Twi stopped and looked at her. "Seriously... Chill."

Twilight chuckled and nodded. "Alright... If you say so..." she said, leaving.

Celestia turned to the window and looked out. "Where the hell are you?"

Twilight stood in the hall and groaned angrily as Dash walked up to her.

"I see you heard the good news..." the cyan mare said with a chuckle. "Wanna go look for her?"

"Oh, I got a feeling I know where she is..."

Chrysalis sat up with a loud moan as she lay on the floor of her hideout, Nala between her legs and licking her pussy.

"Oh, fuck!" Chrysalis yelled as Nala licked away, before getting a face full of her queen's juices. Chrysalis then fell onto her back again, panting. "Fuck..." She then sniffled as Nala crawled up to look her in the eyes. She then leaned in and hugged her queen tightly as her queen hugged back. "I miss them... I miss them so much..."

Nala nodded. "Me, too..." she said. "Are you sure none survived?"

"I'd be able to feel their presence..." Chrysalis explained. "They're gone... All of them..."

Nala sighed and nuzzled her. "You still have me... mother..."

Twilight gave Midnight a kiss on the forehead. "Going out for a bit."

"Where you going?" asked Midnight, sitting up as Twilight grabbed her gun from the bedside table.

"Gonna go catch a bug," she said, winking at her lover before leaving the room.

Compassion

Chrysalis laid down on the floor on her back as Nals laid atop her, both still nude as Nala began kissing her neck, making Chrysalis coo happily.

"Tell me how to make you feel better, mother..." Nala said as she nuzzled her neck.

"Mmm... You're already doing it..." Chrysalis said with a smile. "Kiss me some more..."

Nala nodded as she began kissing the queen's neck some more, closing her eyes as she enjoyed pleasing her queen and mother.

Twilight parked her van near the docks and looked out at the rundown warehouse that once served as the Kronos base.

"What's this place?" asked Dash. "Why are we here?"

"This was Kronos' hideout..." Twilight explained.

"You think she's stupid enough to come back?"

"Firstly, this was her home for the past couple years... Also, those Changelings we killed? Those were her children. I doubt she's thinking much about survival at this point..."

Twilight then left the car and closed her door, Dash following as they made their way towards the warehouse. The purple mare then pulled her gun and checked the ammo as Dash did the same.

Nala's ears twitched as she sat up on Chrysalis' waist, the queen still laying on her back. "Someone's here..." she said, still

Chrysalis nodded. "Yes, I know..." she said, her hands on Nala's hips.

"Want me to--" Nala began.

"No..." the queen interrupted, sounding like she didn't care. "Let them come..."

The mare nodded and got off her as the queen stayed down. Just then two figures entered the warehouse, guns drawn as they spotted the two Changelings. Both went wide-eyed slightly at seeing them both still nude.

"Chrysalis?" asked Dash. "Still naked? I mean... Still here?"

"Where else would I go?" the queen asked emotionlessly, sounding a little annoyed.

"I dunno... Somewhere else?" the cyan mare replied. "You must be really depressed if you're returning to a place that we know about... And not putting on clothes..."

"Depressed?" asked Chrysalis. "You ever have kids, Dash?"

Twi and Dash both eyed each other. "Um... No?" said Dash questioningly.

"You know what it's like to watch your kid die?"

"Um..." Dash started. "I just said I didn't--"

"Just... imagine it..." said Chrysalis, slowly getting to her feet with her back to the mares. "Imagine your child dying... How would you feel?"

"I-I don't know, uh... Shitty?"

"I HAD 87!!!" Chrysalis yelled, whipping around to face them as her eyes had an eerie green glow.

Dash quickly raised her gun for defense before Twilight placed her hand on Dash's gun, making her lower it. The purple mare
then holstered her gun and walked towards Chrysalis.

"Twilight, what the hell are you doing?" asked Dash, keeping her gun out but not raising it.

Chrysalis watched as the mare stepped up to her, looking confused.

Twilight then hugged her, feeling the large breasts of the queen press against her. She ignored it as she wasn't doing this for a sexual reason. "I'm sorry..." she said, sounding sympathetic. Chrysalis went wide-eyed as she froze up, seemingly surprised by the mare's action as the green glow began to fade from her eyes. "I'm so sorry for your loss... I can't imagine how you must be feeling..."

The queen then pulled her arms away and grabbed Twilight by the shoulders, gently pushing her back a step. "No... You can't..."

"I want you to know it wasn't personal..." said Twilight, looking into the queen's eyes. "We only did what we did to protect the city... I would've much preferred a peaceful solution, but..."

Chrysalis looked into her eyes and hesitated before sighing. "Get out..." she said, letting go of Twilight's shoulders and turning her back to her.

The unicorn hesitated before turning and walking back towards Dash.

"Wh..." the cyan mare began, confused. "We're leaving her here? What if she--"

"She's not gonna do anything, Dashie..." said Twilight as she walked passed Dash. "Let's go..."

Dash hesitated, letting out a grunt of annoyance before turning and following the unicorn.

"Twilight?" asked Chrysalis, crossing her arms in front of her chest.

The mares stopped at the exit and looked back at the Changeling.

"Yeah?" asked the unicorn.

"Thank you..." the queen replied in a flat tone, sounding like she wasn't to pleased with saying it but feeling like she had to.

Twi smiled lightly. "Welcome..." she said, before she and Dash left.

Nala walked up to Chrysalis as she watched the mares leave. "That was odd... What Twilight did..."

"No..." said the queen. "That was respect..." she said with a light smile. "And, for us... that's hard to come by..."

"I can't believe we just let them go..." Dash said angrily.

"Her heart's broken, Dashie," said Twilight as they headed down the dock back to the sidewalk. "She's done..."

"And, what was all that hugging bullshit?" the cyan mare snapped. "Did you forget she's the enemy?"

"She's also a mother whose children we killed," said Twilight as she eyed the mare, taking the calm approach to the mare's yelling. "Forget what they did and look at it from her perspective. She had to watch her 87 children die before her eyes."

"Because of her!"

"Dashie!" Twilight yelled, getting sick of the mare's complaining.

Dash then let out an angry sigh as they arrived at the van. "Fine..."

"Wouldn't hurt to be a little compassionate, Dashie..." said Twilight as she opened the driver's side door and climbed in.

"Towards that bitch, it would..." Dash grumbled as she climbed into the passenger's seat.

Twilight eyed her as she started the van up before driving away.

Protecting This City

Twilight and Dash drove away from the warehouse as Twilight let out a giggle.

Dash looked over at her from the passenger seat. "What's so funny?"

"Remember that Sexpo Sterling mentioned?" Twilight asked.

The cyan mare raised an eyebrow. "Yeah, and?"

"It starts tomorrow..."

Dash smirked and looked out at the road. "We going?"

"Hell, yeah, we're going'!" Twi said with a chuckle. "After the shit we've been through, we could use a break..."

"So modest..." Dash said with a smirk.

"Modest?" asked Twilight, sounding confused. "What do you mean?"

Dash let out a chuckle. "You saved the city, Twilight."

"We all did, Dashie..." Twi replied with a blush at the praise.

"Seriously? If you hadn't come back or if you had been caught... Chrysalis would've won."

Twilight let out a sigh. "Fine... It was me..." She then smiled. "But, you all helped. I couldn't have taken on all of the gang leaders and all the Changelings by myself. How'd you get out, anyways?"

The cyan mare looked out her door's window and smiled. "Fluttershy..."

Twilight gave her a surprised look before looking at the road again. "Isn't she that shy one?" she asked. "The one with the, uh... At that orgy..."

"The big dick?" asked Dash, making Twilight blush.

"Yeah... Her... What'd she, uh... do?"

"She managed to take out a couple guards and gave us their guns," Dash explained. "And, as it turns out... the other gangs can't function without their leaders... and they sort of gave up..."

"I didn't see any of them..." said Twilight. "They escape?"

The cyan mare let out a sigh of annoyance. "Yeah, they... They got away...

"We'll find them," Twilight said reassuringly, eyeing the pegasus with a smile.

"Yeah, maybe..." the cyan mare replied, not sounding too confident.

Twilight let out a sigh. "But, seriously, that thing was huge..."

Dash burst out laughing. "What, are you jealous?" she asked. "You jealous that the shy girl's got a bigger tool than you?"

"No!" Twi gasped, obviously lying. "I just... It was huge..."

Rainbow put a hand on Twilight's right leg. "I think Mistress' cock is just perfect..."

The purple mare smiled and blushed, eyeing Dash's hand, then her, then the road. "Oh, you suck-up..."

"Shame you couldn't play with it..." Dash said with a pout. "Shy's dick..."

"Yeah, well, I had a date with the leaders and my sister... and Chrysalis..."

"Wait, you fucked Chrysalis?" Dash said with wide-eyes.

Twilight grinned. "Forced blowjob, actually..."

"Whoo, Mistress Twilight!" Dash cheered. "I thought I saw a certain look in her eye..."

"Yeah, I saw it, too..." the unicorn replied with a smirk.

Just then Twilight's phone rang. She eyed Dash before reaching into her pocket and pulling out her phone. She then answered it and put speaker on, setting it on her dash.

"Hello?" she asked.

"Twilight Sparkle?," came Celestia's voice.

Twi eyed Dash again, both wondering why Twi was getting the calls now. She then returned her gaze to the road. "Celestia. What's up?"

"Did you find Chrysalis?"

"We did, yes..."

"Did you... kill her?"

"Um... No... She looked different. Sounded different... Didn't seem right to kill her now..."

"I see... Do you believe she will be a problem?"

Twilight hesitated in thought, before looking at Dash. The cyan mare was looking at her before Twi looked at the road again. "No, ma'am... At least not for a long while..."

"Alright, then..."

"Hey, I thought I'd take you up on that offer..." Twi said with a smile. "About taking a rest and having some fun."

"Oh?" asked Celestia, sounding like she approved.

"I wanna take Dash on a, uh... a little trip..."

"Both you and Dash?" asked the alicorn, sounding a little unsure.

"Yeah?" said Twilight questioningly. "Is that a... problem?"

"No... Just two conditions..."

"Two, huh?" asked Twilight, relieved that it was a relatively small amount. "What are they?"

"One... I need you to do one more errand for me."

"An errand, huh? Which is what, exactly?"

"Getting the police back up and running to handle the smaller crimes. Go to the Police Station and inform them that the threat is over."

"So, they've been sitting on their asses this whole time?" asked Twilight with a chuckle.

"They have no magic or any special abilities, Twilight. They were smart to no face Chrysalis... Not to mention, they could've been bought out."

Twilight nodded. "True... Consider it done. What's the second condition?"

"Be on call. If we need you I will have to be able to reach you."

"Consider that done, too..."

Malice stood in a large room at her gang's hideout, staring at two dumbbells with a single 2.5 lbs. weight on each side. She then picked them both up and began lifting them, letting out soft grunts. After a few minutes she dropped them on the floor and dropped to her hands and knees. She then began doing push-ups with a look of determination in her eyes.

Twilight parked her van at the Police Station and looked at Dash. "Kinda ironic, isn't it?" she asked with a smile, before getting out.

The cyan mare let out a deep sigh and opened her door. "You have no idea..." she said, getting out.

Both mares then entered the building and went over to the desk.

The police mare at the front was leaned back in her chair, reading a book. She then eyed and closed her book. "Can I help you?"

Twilight nodded. "Yeah... I'd like to speak with the cop in charge here..."

The mare eyed them both before picking up her phone. She then dialed a number and held it to her ear. "Yeah, Brass Star, ma'am? Got a couple mares here who'd like to speak with you... Alright... Okay," she said, before hanging up. "She'll be out shortly."

Twilight nodded with a smile. "Thanks," she said, turning to Dash. "So far, so good."

"Still feels weird..." the pegasus muttered.

"Of course it'd feel weird for you..."

Dash eyed her before smirking as a brown mare in a sheriff's uniform approached them, looking a little nervous. The cyan mare saw her first and tapped Twilight's shoulder twice. The unicorn tilted her head before turning to face the mare.

"Brass Star?" asked Twilight.

The sheriff eyed them both. "Are you with... her?"

Twilight and Dash both eyed each other before Dash spoke up. "Her?"

"Yes... That... Changeling..."

Twi smiled. "Chrysalis... No, we're not..."

"Oh..." Brass replied, looking a little relieved. "Then... what can I do for you?"

"A favor," Twilight replied. "We helped you, now you help the city."

The sheriff raised an eyebrow. "Meaning what, exactly?"

"We defeated Chrysalis," Twilight explained. "City's safe. Now, we need you to help protect the civilians from crime like you did before."

"You defeated her?" asked Brass, sounding way more relieved now as she began to smile. "How?"

"Well, uh..." Twilight started. "I learned to use... magic..." As she said this, everyone in the room all stopped and looked at her. She and Dash then looked around the room. "What?" asked Twilight.

"Magic?" asked Brass. "Wasn't that forgotten?"

"By most, yes..." Twi explained. "A small few remember... One of them taught me..."

"Could you teach the rest of us?" the sheriff asked.

"I, uh... can't," Twilight replied.

"Why not?" asked an orange pegasus mare from the hallway.

The three mares looked over to see a yellow mare in a cop's uniform. She had two-toned orange spikey hair that was pulled back. On her face was a pair of shades that gave her a hardcore look.

"Because, it's too dangerous..." the purple mare replied.

"Too dangerous?" asked the yellow cop. "What's that supposed to mean?"

"Spitfire, stop," Brass said, eyeing her. "Besides, you're a pegasus..."

"So?" asked the yellow mare.

"Imagine if I taught others and magic was brought back..." Twilight said, looking around the room. "If criminals found out how to use magic? It would be disastrous. You thought Chrysalis was bad? Imagine if the city was filled with unicorns like her... Leave the magic-wielders to us," she said, tapping Dash's shoulder before heading towards the door.

Spitfire let out a growl as Dash followed. Brass then took a step toward them.

"And, who are you, exactly?" asked the sheriff.

Twilight stopped at the door and looked back at them. "We're the Elementals. And, don't worry... We're the good guys," she said, before leaving, Dash following close behind as they could hear the cops inside talking amongst themselves.

Both mares climbed back into the van as Twilight chuckled. "That went well..."

"Now, to Bit & Bridal?" asked Dash with a smile.

Twilight turned the engine on and put the van in drive. "To Bit & Bridal," she confirmed, giving Dash a smile.

A colt walked into the room where Malice was doing push-ups. "How many does this make, ma'am?"

"150... 151.... 152..... 153......" Malice replied counting aloud as she was sweating heavily, her arms starting to shake.

"Don't you need a break, ma'am? You look... exhausted..."

The girl then sighed as she slowly lowered to her belly. She then got to her feet and looked at the colt. "They have my mother... I will not stop until I'm strong enough to free her..."

"I understand that, but you can't keep going on like this..." he said, slowly walking towards her.

"STOP TELLING ME WHAT TO DO!!!" Malice yelled. "I'M NOT A KID!!!"

The colt stepped up to her and nodded. "I know... I'm saying this as a friend... Take a break... Come on, a few minutes won't hurt..."

The girl stared at him, panting heavily before nodding. "Yeah, alright... Fine..." she groaned, walking passed the colt towards the door. "Few minutes won't hurt..." she repeated, growling softly through her teeth as she thought of what she'd do to the ones who took her mother from her.

To The Sexpo

Twilight and Dash stepped out of the van and closed the doors. Dash locked it as they approached the front door and entered the shop. "Hello?" Twilight called. "Your favorite mistress is here!" she said with a giggle.

Sterling giggled as she waved at them from the front counter, dressed in a two-piece bikini. "And you brought along little Dashie, too."

"Of course..." Twilight cooed, stepping up to the counter. "Was wondering if you'd like to go check out the little Sexpo today..." she said with a smile as Dash blushed, little embarrassed but clearly turned on by the idea of public sex.

"A full week of being with you, mistress, and playing with Dashie? How could I say no? We'll be going in the shop's delivery van if that's okay. Flog said we could all fit and that you could also pick out some of the merchandise to use on me or Dashie," Sterling cooed, smiling.

Twilight chuckled. "I assume there's also sexy outfits in there I can wear as well as my sexy pets?" Twi asked, looking the drake's body over.

"Yep! Flog will have a booth there so he's bringing samples of nearly every fetish equipment."

Twilight gave her a smile. "Then, let's get in the van so we can get changed," she said as Dash stepped up beside her with a smile.

"Make sure I get skin-tight latex..." Dash said with a smle.

Twi gave a chuckle. "We're all getting skin-tight latex, Dashie."

Sterling giggled and nodded as she went to the door, locking up and flipping the sign to Closed. She then led the girls through a side door that lead out back to where Flog was loading the last of a few boxes into his van. Looking in, Twilight could see a bench on either side for them to sit. On one of the benches sat Jade. She was blindfolded and gagged with only a straightjacket on, it's crotch strap visibly damp with a soft buzzing coming from under it.

"Well, hello, girls," Flog called.

Twilight smiled. "Hey, Flog..." she said. "Today's the big day..."

Dash smiled. "I still can't believe I'm doing this..."

Twilight chuckle and patted her butt. "Neither can I... I just know it's gonna be fun as hell..."

Flog chuckled. "Well, you deserve this after all you've been through. Not every day a mare saves the city."

"Hey, I had help..." Twi said with a smile. "If it wasn't for you and Sterling I wouldn't have been strong enough..." Sterling and Flog let out a chuckle. "Now, shall we get this party started?" asked Twilight, leaning against the van as she eyed Jade. "Her body is begging for some attention..."

"Yes, but I must ask you not to give her any. She's in a bit of a time-out," Flog said as Sterling climbed into the van.

"Hmm... Bummer..." Twi then looked at Flog. "So, you want me to tease her?"

He smirked. "Na, she already knows her real punishment won't start till we get there... so, I think it's best to just let her stew."

Twilight nodded and climbed into the back, followed by Dash. "How far away is it, anyway?" asked Twilight, moving to the racks with clothes.

"Well, about two or three hours if traffic's good," Flog called, shutting the back and going around to the front. After getting in, he started the van up and got it on the road.

Twilight found the latex and smiled as she began to strip, taking off her shirt and bra and setting it down nearby. She then slid out of her pants and tossed them aside, now fully nude as she wan't wearing underwear.

"Oh, it feels good to let this thing out..." she said. as Dash pulled her own shirt off. "I'm still not used to how it feels in my pants..."

Dash smirked as she pulled her bra off, watching Twilight bend over to look at the latex suits on the rack. "Maybe you should buy boxers... like a colt..."

"Nah... I like being free..."

Sterling giggled, watching the two strip. Twilight then stood up and turned to face the dragoness.

"What are you giggling at, pet?" she asked with a smile. "You strip, too... Not that there's much to take off..." she said, before taking an outfit off the rack. She then held the latex pants to her skin. "Wow... That'll make quite the bulge, wouldn't it?"

"Yes, it will... Maybe you should go with a corset and skirt so it can be free," Sterling cooed as she stripped, before pulling a black and red corset skirt combo outfit off a rack.

Twilight smiled and put her outfit back before taking Sterling's, looking it over. "Much better, pet... Thank you," said with a smile as she put the corset on. She then turned her back to the dragoness. "Mind tying the back for me, pet?" she asked with a smile.

Sterling giggled as she pulled the straps into place and buckled them.

When she was done, Twilight slipped into the skirt and then turned to face her. "So how do I look?" she asked,

"Beautiful, Mistress," Sterling cooed, looking over at Dash.

The cyan mare was staring at her as she held a latex outfit in her hands. After wiping some drool away she cleared her throat. "Yeah, you look... Wow..." she said, looking Twilight up and down.

Sterling smiled as she hooked a finger under Dash's collar and swiftly pulled the mare down into her lap, wrapping her arms around Dash's middle.

The cyan mare stared into Sterling's eyes. "Um... Hello..." she said. "What's up?"

"Nothing much, little Dashie... Just thought you might like a peak at a new product," Sterling cooed with a wild smile.

"Um... what kind of product and why does it require us to be this close?" asked Dash. "Not that, uh... I mind being this close to you, of course..."

"It doesn't require us close. I just wanted to show it to you like this... And it's our newest latex work," Sterling cooed as she picked up a smaller box. On it, Dash saw a mare dressed in a tight latex one-piece bikini, its crotch having a digital music display screen on it. She was also clad in latex thigh-high high-heels and a latex wing binder. "What do you think?"

Rainbow Dash stared at it. "That's a lot of latex..." she said, biting her lip. "That looks perfect to wear for Mistress..." she cooed, running her hand over the box.

Twilight eyed her and gave her a light chuckle.

"It's got a setup like your favorite panties with vibrators and butt plugs, as well as a built-in music player... As well as a remote for Mistress," Sterling cooed, smiling at Twilight.

Twilight smiled and walked over to them, looking at the box. "Well, that certainly looks hot..." she said.

"Like it, huh, mistress?" Dash asked with a smile, before feeling something warm and soft poking her shoulder.

Twilight gave a chuckle. "Apparently..." She then looked at Sterling. "Any ideas what you'll be wearing?"

Sterling giggled, pointing to a lacey maid outfit with fishnet stalkings and a skirt that looked just barely long enough to hide the drake's neathers. "How about this?"

"My big-breasted maid, huh?" asked Twilight, eyeing it before looking at the dragoness. "Mmm... I can't wait to see you in that..."

"Nether can I," Sterling cooed.

Twilight smiled and patted Dash on the shoulder. "Get up and let her get dressed. I wanna get accustomed to these outfits now so I'm not fumbling around at the Sexpo..."

Dash nodded and got off the dragoness' lap. "Makes sense to me."

Sterling giggled as she opened the box and pulled out the wing binder. "Let's start with this."

"Me first, huh?" asked Dash, turning her back to Sterling before sitting back in her lap.

The drake giggled as she encased Dash's wings in the bindings and fastened their strap, locking them to the mare's back. After that, she pulled out the suit and powered it up before getting Dash to step into it. "Alright, stand up, Dash," she cooed.

The pegasus nodded and got to her feet. "Alright..."

Sterling pulled the suit up, pressing the plug and vibrator into their holes before pulling the rest up, buckling it all together.

Dash then looked down at her body and felt her latex-covered breasts. "I love how smooth it feels..."

Twilight stepped up to her and felt her breasts, too. "Mmm... You're right... It does feel nice..." she said, running her hands down the mare's body and over her stomach, feeling the suit. "Really smooth..."

As she did, Sterling lifted one of Dash's legs and pulled the latex high-heel up before doing the other one. Sterling then gave a small giggle as she picked up the suit's remote and turned the butt plug's vibrator on to a teasing low, before holding it out to Twilight.

Twi took it as Dash began to moan.

"O-Oh, w-wow..." the cyan mare moaned.

Twilight gave a chuckle as she bit her lip, her thick rod twitching a little. "I wasn't expecting to get this hard BEFORE the Sexpo..." she said with a giggle. "Dammit, Dash... Why you so hot?"

The cyan mare chuckled with a moan. "Just lucky, I guess?"

Sterling giggled, giving Dash's rear a slap.

The cyan mare let out a gasp and looked over her shoulder at the dragoness. "Oh, you like my butt?"

Twilight let out a giggle as she watched them. "Someone's getting horny..." she said, the front of her skirt being lifted by her rod.

Sterling let out a giggle of her own as she stood up before moving Dash to sit where she had been sitting. She then retrieved the maid outfit. "My turn," she cooed, starting to get dressed.

Twilight crossed her arms with a smile. "Oh, this is gonna be good..." she said with a smirk, eyeing Jade who was panting softly.

Sterling giggled as she dressed, slipping a vibrator plug into her rear before pulling up her black, lacy latex panties with a pink heart on its front. She then passed Twilight her remote, giggling as she already turned it to its low setting like Dash's.

Twilight smiled and held both remotes before sitting down on one of the seats. "I suppose I could make you cum now... Seeing how we've got a whole week to screw around... But, what are you two gonna do for me if I do?" she asked with a smile.

Rainbow smiled as she looked at Sterling.

"I'll eat you out, Mistress," Sterling cooed.

Twilight smirked and spread her legs, lifting her balls with her left hand to expose her pussy. "And, Dashie?"

The pegasus licked her lips. "I'll suck it..." she said, looking at the dick.

Twilight gave a light chuckle. "Then, come, pets... Show me how much you wanna cum..."

Sterling smiled as she got down and pushed her muzzle into Twilight's slit, driving her tongue deep into the mare. Twilight let out a moan as she let her balls drop onto the dragoness' face. Dash then walked over and knelt beside her, leaning in as she gave the shaft a lick. Letting out a moan, Rainbow wrapped her lips around the tip and slid down.

"Oh, girls..." Twilight moaned out, arching her back as Dash began to bob her head. "You're amazing!"

Sterling smiled as she got the mare's clit in her teeth and began nibbling on it. Twilight let out a moan as she grabbed Dash's head and held her. She then began to hump her mouth while her slit and balls rubbed the dragoness' face.

"So fucking amazing!" she moaned out.

She then used her left hand to pull Sterling deeper into her pussy before letting out a loud moan.

Dash suddenly received a mouthful of jizz as a lot sprayed from her nose. She fell backwards onto her butt and coughed up a lot of cum, making splatter all over chest. "Holy shit, Twilight..." she said, looking herself over.

Sterling also got a reward; Twilight's female juices spraying into her mouth and on her face as the slit leaked wildly.

"G-Good girls..." the unicorn moaned, her crotch a mess.

Sterling licked the mare's slit clean along with her own face as she sat back with a sigh.

Jade let out a tiny whimper at hearing the unicorn orgasm as Dash coughed a little more. "Well, if the crowd likes messy sex... then, they'll love us..." she said, looking over her cum-splattered latex outfit.

Sterling giggled, leaning over her and licking the cum from around her nose, giving it a small nip as she pulled away.

Dash smiled and laid on her back, looking up at Sterling as she licked her lips. "Mmm... This is gonna be fun..."

"Can't wait till we get there... Mistress can lead us about on leashes," Sterling said, giggling.

Dash ran her hand along her latex-covered body and wiped up some of the cum while smearing the rest. "Should I wash this off first?" she asked, licking the goo off her hand.

Sterling smirked and looked at Twilight for an answer.

The mare was leaned against the wall and panting heavily, her dick hanging limp over her soaked pussy. She then looked over at them and nodded. "Clean that off so... we can start fresh when we... get there..." she panted.

Sterling nodded, getting a washcloth from her outfit and passing it to Dash.

The cyan mare took it and began wiping the cum off. She then held the cloth out to Sterling, offering it back. "Here."

Sterling took it, slipping it into one of her pockets.

"Now, what?" asked Dash, looking up at Sterling. "We wait? How long was this drive again?"

"A few hours still," Sterling said, yawning.

"Hey..." said Twilight. "Mind passing me that... cloth?" she asked. "I'm really messy down there..." she said, lifting her skirt as she looked at her soaked crotch and rod. Sterling nodded passing it to her. The mare took it and began to wipe the cum and juices off her nethers. "I forgot that having two areas of pleasure meant twice the mess..." Sterling giggled at that. Twilight then held out the soaking cloth. "Hmm... Not sure if this is still usable..."

Sterling took it and tossed it onto Jades muzzle with a giggle. The mare squirmed and moaned into the gag, sniffing like crazy. After a few moments, Sterling took it off and set it out to dry.

"So, what'd she do to warrant a punishment?" asked Twilight, watching Jade.

"She wet the bed. Then, when Master scolded her she decided to slip back into insulting him," Sterling cooed, poking Jade's forehead.

The green mare whimpered as if to apologize. Sterling let out a sigh and patted her head before leaning back.

"But, she's changed, right?" asked Twilight. "As in she's gotten better?"

"Yes, apart from a few slip-ups she's a rather meek pet."

"Good..." Twilight said with a smile. "Oh! I almost forgot... Your rewards..." she said, slowly turning their vibrators up to maximum. "Cum when you want..."

Sterling moaned as her and Dash's rears buzzed loudly.

The cyan mare moaned loudly as she rubbed her butt on the van's floor. "Oh, this feels amazing!"

Sterling giggled, watching her before she gave a gasp, bucking her hips in a sure sign she had came.

Dash's legs twitched before she arched her back, a puddle forming beneath her crotch before she fell on her back again, panting heavily.

The three let out yawns as Sterling moved to lay her head on Dash's belly. "I think I'll nap till we're there..."

The cyan mare smiled and gently stroked the dragoness' head. "And I think I will, too..." she said, closing her eyes.

Twilight smiled and leaned against the wall, letting out a sigh. "Night, girls..."

"Night, mistress..." Dash replied, dozing off.

Feelings / Signing In

Fluttershy paced back and forth in the top floor hallway, right in front of Luna and Celestia's room.

"Come on, Fluttershy..." she said to herself, trying to boost her self-confidence. "You can do this... Just tell her..."

Just then the door opened, revealing Luna. "Fluttershy?" she asked, making the pegasus mare gasp and stop. "Do you need something?"

"Um... No... I just... Well... No... Nothing..." the shy mare stammered.

The alicorn gave a smile and put a hand on her shoulder. "Fluttershy... You can tell me. What is wrong?"

The pegasus let out a whimper before looking around, making sure no one was around. She then looked back at Luna and leaned in slightly. "May we speak in private?"

"But... Fluttershy..." said the alicorn, looking down the hall. "We are alone right now..." She then looked at Shy, who had a pleading look as if she was begging to speak in private. Luna then let out a sigh and stepped to the side. "Inside..."

Fluttershy nodded quickly and entered the room. Luna followed her in and closed the door.

"I-Is Celestia here?" asked Shy, sitting down in one of the chairs in front of the desk.

Luna let out a sigh and sat down behind the desk. "No, Fluttershy," she replied with a smile. "She has stepped out. Now, what is it you wanted to discuss?"

"W-Well... Um... I-It's... sort of about... Chrysalis..." Shy said, saying the queen's name with a whisper.

"Chrysalis?" asked Luna. "What about her?"

"Wh... When she was acting as... you..." Shy began explaining. "Well, we sort of... did it... A lot..."

Luna tilted her head slightly as she thought about what the mare meant before smiling. "Oh... You did, did you?"

"Mmmm..." Shy whimpered, sounding embarrassed. "And, then I began to... well... like her..."

"You began to develop feelings for her?" Luna asked, sounding surprised and somewhat happy for the mare.

"Well..." said Shy, rubbing the back of her head nervously. "That's why this is... sort of about Chrysalis... You see... I had feelings for her... when I thought she... When I thought she was..." she said, trying to explain but ended up whimpering.

The alicorn let out a sigh and nodded. "You developed feelings for her when you thought she was me... So, in a way... you have feelings for me?" she said, putting the pieces together. "Is that it?" Fluttershy nodded with a light squeak of embarrassment. "And, I suppose since you are telling me this... you would like to... try at a relationship?"

Fluttershy let out a soft gasp as she went from looking embarrassed to looking shocked. "Y... You'd do that?"

Luna smiled. "I have been looking for a partner for a while... If I can make both of us happy, then why not?"

The shy mare smiled widely. "Thank you so much..."

The alicorn then got up and walked around the desk to Shy, holding out a hand. Flutters looked at it before taking it, letting Luna help her up. Once she was on her feet the alicorn pulled her into a hug. Fluttershy sniffled from happiness and closed her eyes, hugging back.

Twilight was awoken with gentle shakes. "Miss Twilight." Flog's voice called.

The mare let out a groan and opened her eyes. "Huh? Flog? Mmm... We there?" she asked.

"Yes, we're in the hotel's underground parking," Flog said, stepping away from Twilight and out of the van.

Next to him sat Jade, her blindfold off as she was strapped into a wheelchair. She was wearing a thick, pink, filly-ish diaper. Her gag now also looked like a pacifier.

Twilight smiled and got up, stretching before walking over to her pets. "Come on," she said, tapping Sterling with her foot. "Up and at 'em... Got shit to do, girls," she said with a giggle as Dash began to stir.

Sterling yawned as she sat up, popping her neck. Dash then stretched and opened her eyes, letting out a yawn before sitting up.

Twilight then grabbed the leashes and attached them to their collar. "There we go..." she cooed.

Sterling giggled and snickered as she looked passed Twilight at Jade. The mare was looking around before her eyes rested on Sterling.

"Seems you'll be getting the little filly treatment this week, Jadey. Wonder if master will have you bottle-fed tonight," Sterling cooed teasingly.

The mare whimpered lightly as she looked up at Flog.

He looked back at her and scratched her behind the ear. "Its an idea... Some nice warm milk before bed."

Dash chuckled as she saw Jade. "She looks like a big baby," she said, laughing.

Jade leaned into the colt's hand before whimpering softly as Dash's teasing.

"She's a filly for the week, actually... Both as punishment and as a cute way to advertise our adult foal supplies," Flog said, leaning down and giving Jade a small kiss on the cheek.

The green mare smiled at the kiss as Twilight climbed out of the van, giving the leashes a light yank. "Come on, pets."

Sterling giggled as she began following. Dash then left the van and stood beside Sterling.

"Okay, Flog... Lead the way to the fun," she said with a smile.

The colt nodded, shutting his van and began wheeling Jade along as they made their way to an elevator. Once in there was a short ride up before the doors opened to the lobby, revealing ponies dressed in fetish wares. Some were on all fours like dogs, others with arms bound and buzzing coming from them. Even a few dressed as foals, along with doms leading them around.

Twilight looked around, smiling widely. "Oh, this place is amazing..." she said, biting her lip to keep from squealing in happiness.

"I guess it's more common than I thought..." Dash said as she looked at the other Masters and Mistresses.

A few passed by, giving Dash a glance or inspenting her.

"I think they like you, Dashie," Twi said with a giggle. "Must be your new outfit."

Dash smiled. "I do like the attention..."

"Just wait till the shows, Dashie," Sterling purred, reaching down and pulling a bit of the latex back before letting it snap loudly across Dash's flanks, drawing chuckles from some of the observers.

Dash rubbed her butt as she smirked. "Oh, I can hardly wait..." she said with a chuckle, before giving Sterling's ass a smack.

"Careful, Dash. I might get ahold of your remote and help you show off for everyone," Sterling cooed into Dash's ear, before nibbling on it.

Twilight smiled and put her arms around their necks. "Behave, girls... Or, I'll give everyone a show," she said, reaching down and grabbing their crotches. Dash let out a gasp as Twilight's hand pressed the vibrators into her. Sterling giggled as Twilight's fingers pushed the soft latex panties into her. "Now, come on. Let's go sign in, or whatever it is we're supposed to do..."

"Just head to the front desk and tell her that Twilight with pets Dashie and Sterling are checking in. I have a set of connecting rooms reserved for us," Flog said as he looked about at a few masters and mistresses, who looked at Jade with interest or amused giggles.

Jade looked back at them, not sure what to think.

"Alright, then," said Twilight, giving the leashes a yank before heading to the desk.

Sterling followed close behind her as Twilight heard a mare cooing at Jade. "Aren't you just the cutest widdle filly!"

The purple mare looked over her shoulder to see Jade hesitate before smiling lightly.

Soon, they arrived at the front desk where a colt smiled at them. "Hello, ma'am. Can I help you?"

"Checking in. Twilight with pets Dashie and Sterling," she said with a smile.

The colt looked at his computer for a moment before nodding. "Ah, yes. Your room is 307 on the third floor, connecting with Mr. Flog in 308," the colt said, pulling out a set of key cards and holding them out. "I hope you enjoy your stay."

Twilight took the cards and nodded. "Oh, we will..." she cooed, turning and heading back towards Flog.

The colt was leaned against Jade's wheelchair as a few mares and colts chatted with him, or cooed at the diapered mare.

"I see the advertisement's working," Twilight said with a smile as she got closer.

"Oh, yes, a few of the little ones are even asking for a demonstration of the new Cuddle Crinklers diapers," Flog called as a few diaper ponies and some of their caretakers gave giggles.

"Cuddle Crinklers?" asked Twilight. "What's that?"

Flog chuckled as he reached down and patted the front of Jade's diaper. "These. They're said to absorb three times as much as their competitors."

"For when the wearer can't hold it in?" Twi asked with a smile as Jade looked around at the others.

"Well, a few here are adult foals... So, when they're in padding, they don't wanna hold it," Flog said as a few diapered ponies gave nods or blushed.

"I get it..." the purple mare said as she looked around at the others. "Well, I'm sure you'll sell some pretty easily here..."

"Along with all my other fetish wares, too," Flog cooed, kissing Jade on the cheek. He then pulled a large foal sippy cup full of water and a set of pink mitts from a pouch in the back of the wheelchair, holding them in front of Jade. "Now, Jadey, I'm willing to let your arms free as well as let you have something to drink under three conditions. One, you wear these mitts so you won't be using them too much. Two, you're not to say a word unless I give you permission. And three, if I put a normal pacifier in your mouth you suck on it until I take it out. Will you follow those rules?" he asked as Twilight saw a few more ponies watching them with interest.

Jade looked around at the others watching before looking at Flog. She then nodded with a smile.

Flog smiled back as he undid the binds on her arms, before slipping the mitts onto her hands and tightening them so she couldn't remove them. He then undid the pacifier gag and pulled it free, holding the sippy cup in front of her.

The mare smiled more and took the cup before sipping from it like a baby would.

A few of the caretaker pony's D'awwed as she did.

The green mare closed her eyes with a smile as she drank.

"Twilight... Could you watch Jadey while I go get our room key?" Flog asked as he watched Jade.

The purple mare smiled and nodded. "Of course."

Flog smiled and went towards the desk.

Jade looked up at Twilight as she drank, getting a smile and a pat on the head from the unicorn. "Good girl..." cooed Twilight.

A few minutes later, Flog walked back up. "Alright how about we all get settled in are rooms?" He asked wheeling Jade towards the elevator.

Twilight nodded and looked at her pets. "Alright, let's go..." she said, before following Flog.

Dash nodded as she followed Twilight, looking at Sterling. The drake followed close beside Dash, giggling.

"Why are you so giddy?" Dash asked. "You just excited to be here?"

"That. And, I'm excited I get to play with you as much as Mistress will allow..." Sterling all but sang, smiling widely.

Twilight chuckled at hearing this. "Feel free to do whatever you want to each other whenever you wanna do it..." she said.

"Hmmm, so many things to do... Though, I know what I'll do first," Sterling said suggestively as they got in the elevator, riding it up.

Dash eyed her. "Um... What exactly do you feel like doing first?"

"A little tease and denial... See how long it takes to make you beg," Sterling purred.

Dash smiled and turned to face her, walking right up to her. "We all know it doesn't take much..."

"Hmmm... Then, I'll see how long it takes me to turn you into a quivering, oozing puddle," Sterling cooed.

Dash chuckled and leaned forward, resting her head on the drake's breasts as she looked up at her. "That won't take much either," she said in a deep, lusty voice before chuckling.

"Well, if how fast isn't a challenge, then maybe I'll see how slow I can tease and build you up before letting you off."

"Mmm... now, there's a challenge..." she said with a wink.

"Mmmm... And a fun one, too," Sterling said as the elevator opened.

Flog wheeled Jade out, heading for their rooms. Twilight led Dash and Sterling as she followed Flog, looking around as they walked.

"So, where does the public sex take place?" she asked.

"Everything's mainly being set up right now," Flog explained. "The sex, and such, will start tomorrow... On that note, I should tell you the Collar Rules. It goes like this... Pets must have collars. If a pet has a leash held by another, then ask the leash holder for permission to play with the pet. If a pet is holding his or her own leash, or has it tied to something, then no one is allowed to touch them. If tied, the pet is to stay put, and if there is no leash then they're free to play with. Understand?" Flog asked, opening his room door.

"Sounds legit," said Twilight, stepping up to her own door and opening it. "See ya tomorrow, Floggy," she said with a smile before entering her room.

"Our rooms connect!" he called as Sterling and Dash followed Twilight in.

Twilight looked to her left at the wall and saw a door. She then walked over to it and opened it. "Ah... I see..."

Flog was on the other side, helping Jade out of the wheelchair as he slipped a pacifier in her mouth, smirking. Jade began to suck on it as instructed earlier.

"Good girl," he cooed, patting her head before smiling at Twilight.

Twilight smiled back. "Hey, if you hear us moaning at night feel free to join," she said with a chuckle.

"I might do that, Miss Twilight," he said with a nod.

The purple mare gave him another smile before closing the door.

The Night Before The Sexpo / Pursuing A Musical Career

Twilight turned to Sterling and Dash, finding that the drake had already pulled Dash's suit and boots off her as she tied the mare's arms behind her back.

"There we go... Wouldn't want you trying to get off on your own, would we?" Sterling cooed, reaching down and slowly teasing the outside of Dash's slit.

The cyan mare was moaning as her legs twitched a little. "C-Could we... p-perhaps... sit down?" Dash asked, not wanting to fall over if her legs gave out.

Sterling giggled and pulled Dash closer to the bed, sitting the mare in her lap. "Better?"

Dash nodded and panted as she leaned back against the drake's chest, using her tits for pillows. "Much better..."

Twilight stared at them before pulling a chair in front of the bed. She then used her magic to untie the back of her corset before pulling it and her skirt off, setting it on the dresser. She then sat back down in the chair, watching the two as she began to slowly stroke her rod.

Sterling continued to gently tease Dash with one hand as she used her other hand to pinch and squeeze the blue mare's breasts. After a few moments, Dash began gasping and bucking her hips as if ready to cum when Sterling stopped and held her still, letting her body calm down. "It's not even been a minute, Dashie... Such a lightweight," Sterling teased.

"We already... had this discussion... when we met..." the cyan mare panted, dying for release.

Twilight giggled as she stroked a little faster, enjoying the show.

Sterling chuckled as she let Dash calm down before she began gently tracing her slit. "Well, I guess we can build your sexual endurance throughout the week."

The pegasus chuckled. "That'd be nice, yeah..." she moaned, biting her lip.

Twilight smiled. "Midnight and I could also help with that at the hotel..." she cooed, making Dash blush.

Sterling giggled, her hand slipping under the mare as she slipped two fingers into her rear. "I'm sure that would be a treat for little Dashie."

Dash let out a loud moan at the anal intrusion, spreading her legs wide and leaning back against Sterling.

"Yeah, I'm sure she'll love it, too..." Twilight said with a smile.

Sterling giggled as she began idly pumping her fingers in and out of Dash slowly.

Twilight scooted closer so she was now a foot away from them. "There... Front row seat..." she cooed, leaning back again and resuming her masturbation, now stroking a little faster as she listened to Dash moan loudly.

Sterling leaned her head down so her mouth was right next to Dash's ear. "Look at Mistress' rod... You want it, don't you?"

Dash blushed and looked down at the purple mare's tool. "I... W-Well, uh... Wh-Who wouldn't right?" she said, chuckling nervously as she blushed.

"Maybe I should ask mistress if I can have a ride and let you sit in her chair and watch," Sterling cooed as she flicked Dash's clit.

Dash let out a shuddered gasp as Twilight smiled. "You can ride me any time..." she cooed, letting go of her dick and letting it throb and twitch as it stood straight up.

Sterling giggled as she leaned forward, forcing Dash to lean her head down to hover over the erect purple rod.

The cyan mare bit her lip as she let out a whimper. "Mmm... I really do love it..." she said.

"Then, go on..." Twilight said with a giggle. "My dick ain't gonna wet itself."

The cyan mare slowly stuck out her tongue and opened her mouth as she leaned forward. As she did, Sterling probed her fingers deeper into Dash's rear.

The mare moaned as Twilight grabbed her head and pulled her onto her dick. "There... Figured you could use some help," she said with a smile. Dash went wide-eyed as she felt her master's cock ram into her throat. She then began to move her head back and forth as Twilight looked at Sterling. "Seriously, though..." she said. "I'm fuck the shit out of your pussy numerous times while we're here..."

"Oh, I'm counting on all of my holes getting a workout this week," Sterling cooed, pulling her hand free and using it to tease Dash's slit again.

The cyan mare let out muffled moans and squeals as she continued to pleasure Twilight's rod.

The unicorn then let out a chuckle. "You sure know how to tease her... I can feel her pants and moans on my dick..."

"Mmmm, and just think how much panting and begging she'll do after a whole night of teasing with no release..." Sterling purred, her mouth next to Dash's ear.

"Screw that..." moaned Twilight, feeling close. "Think how much she'll be... moaning and panting once we... start the show tomorrow..."

Sterling giggled as she pulled her hand away from Dash's slit before the mare could cum.

Dash groaned before going wide-eyed as Twilight grabbed her head and held her down. She then clenched her eyes shut as Twilight grunted loudly, the pegasus' cheeks bulging like a chipmunk as cum squirted from her nose.

"Swallow, Dashie... Like you're guzzling water," Sterling purred helpfully.

Dash clenched her eyes tighter before swallowing, gulping loudly a few times as her cheeks slowly deflated. She then pulled off the cock and took in a deep breath of air, letting out a cough as tears ran down her face. "That was... a lot..." she panted.

Twilight chuckled and rubbed her cheek. "But, you did good, didn't she?" she asked, eyeing Sterling.

"Yes, she did sloppy but good," the drake cooed, nibbling on Dash's ear.

Dash leaned in and nuzzled the cock to the side before leaning in further and licking the base, making Twilight gasp.

"S-Someone sure is getting into it..." moaned Twi, looking down at the cyan mare who was continuing to pleasure her rod as her cheek rubbed up against the shaft.

Sterling giggled as she watched, rubbing a bit of juice that was oozing from Dash over her fingers and pushed them into the mare's rear.

The pegasus let out a deep grunt as she moved lower and began licking Twilight's balls. "Fuck, Dash..." moaned the unicorn, leaning back and moaning. "She's getting... really into it..." she said as her toes curled in pleasure. "D-Damn..."

"Her building need helps," Sterling called, pushing deeper into the mare.

Dash continued to lick over Twilight's sack before nuzzling it out of the way with her nose. She then pushed passed it and began to lick her slit. Twilight let out a loud moan as her slit began licking.

"I-I think she's doing... j-just fine..." the unicorn moaned out.

"Don't forget to give Mistress' button a nibble," Sterling cooed, still nibbling on the blue mare's ear.

"Oh, you bitch..." Twilight said with a giggle before letting out a squeak as Dash began nibbling on her clit.

"There's a good girl," the drake cooed.

Twilight's dick twitched as she moaned. "Oh, Dashie!" she moaned out. "You're gonna make me...cum again!"

The cyan mare kept nibbling on Twilight's clit before the purple mare moaned loudly. Dashie received a mouthful of juices as Twi's rod fired a huge load of cum all over Sterling's face and chest. The drake giggled, her long forked tongue lapping up the spunk.

Twilight leaned forward and reached a hand out, gently smearing the cum over Sterling's breasts. "Kinda like sunscreen, huh? Slippery... sticky... smelly sunscreen..."

"But sunscreen isn't sweet or salty, is it?"

"I've never tasted it..." Twilight replied with a giggle.

"Well, neither have I... Say, Mistress? Would you like to play some games with me? I can get a gag and denial vibrator from my master so Dashie can keep busy while she watches."

"Oh, you want some fun, too, huh?" Twilight cooed. "Sure... Go get the vibrator. I'll let Dash enjoy my meat while we wait..."

Sterling nodded, pulling her fingers out of the blue mare and getting out from under her as she practically skipped into Flog's room.

Stepping in, Sterling found Flog sitting on the bed, watching television. Jade was sitting next to him, dressed in nothing but a diaper, mitts, knee-high socks, and a gray-green shirt with a cartoonish skunk on the front, its back having "Lil'Stinker" across it in cartoonish lettering. Sterling gave a small giggle, seeing the green mare.

Flog looked up. "Yes, Sterling?"

"Master... I need a few toys," the drake asked as her master chuckled and waved a hand for her to go ahead. Sterling smiled and went to one of the cases, looking through it before calling out. "So... Is Jadey enjoying her foal treatment so far?"

The green mare opened her mouth to speak before closing it and looking at Flog, as if to ask if she could speak.

The colt smiled, patting her head and nodding.

The mare smiled back and looked at Sterling. "It's interesting..." she said meekly. "I like it more than I thought I would..."

Sterling nodded. "Master uses the 'foal treatment' punishment on me to if I do something reckless or life threatening."

"But, of course. If you're going to act like a foal you'll be treated as a foal," Flog said, reaching over and feeling the green mare's diaper to see if she had used it yet.

Jade looked down as he felt her diaper and looked back at him. "Not yet, Master..." she said with a smile.

"Doesn't mean I can't check to make sure, little filly," Flog teased, poking her nose.

Jade giggled and smiled at him.

Sterling let out a giggle of her own, watching them as she took a small vibrator, its remote, a set of frilly pink, silk panties, a ball gag, and an odd-looking tube with her. She then headed back into her mistress' room.

Once back in the room, Sterling saw Twilight with her legs spread as Dash continued to service both her parts, cleaning them as Twi moaned.

"I'm back," the drake sang, setting all but the tube down on the bed. "May I get little dashie ready mistress?" The drake asked giving a small bow like a real maid would.

Twilight nodded and gently pushed Dash away by the shoulders. "Take her before she licks a hole in my dick."

Sterling smiled as she pushed Dash back to lay on the bed before slipping the frilly panties on her. She then slipping the vibrator egg into them to it rested against her slit making it impossible for dash to get away from it. Sterling then fastened the gag into the blue mares mouth before picked her up and turned to twilight. "My I have your chair now mistress?"

Twilight smiled and got up, stumbling slightly. "Whoa..." she said, before regaining her balance. "Alright, I'm good. Set her down," she said, pointing to the damp seat.

Sterling nodded, setting Dash in the seat and tying the mare's legs to the legs of the chair, keeping them spread as well as tying her around the belly so she couldn't lean down. She then held up the vibrator's remote and turned it on its punishment setting.

Dash let out moans and groans as she squirmed a little. Twilight smiled and patted her head before looking at the drake. "So... Just you and me now, sweetie..." she cooed.

"Yes, mistress. Just us..." the drake purred back.

Twi smiled and walked up to her. "You know how I like it... Bend over the bed, pet..." she cooed, reaching behind the drake and slapping her ass.

Sterling giggled and nodded, going to the bed and bending over, her tail swaying back and forth.

Twilight smiled and pulled her maid skirt up some more to expose the entirety of her ass. She then gripped the panties and pulled them down. "Mmm... There, it is..." she cooed, pushing two fingers inside her slit.

Sterling moaned, looking over her shoulder at Dash and smirking at her.

The cyan mare's leg twitched as she groaned in pleasure. Twilight pumped in and out before removing her fingers. She then gripped the drake's ass and aligned her cock. Letting out a grunt, she pushed her way inside the drake, tongue hanging out as she panted. "O-O-Oh, yeah..."

"MMMmmhh... Mistress..." the drake murmured.

Twilight smiled and licked her lips as she began moving her hips back and forth rhythmically. "That's right, pet... Say my name..."

"Mistress... Mmh, Twilight..." the drake purred, clenching herself around Twilight's member.

Twilight moaned loudly and pumped faster, gripping the drake's butt roughly. "That's it, pet... Good girl..."

Sterling moaned, pushing back into Twilight with each of her thrusts.

The unicorn leaned forward and reached around, gripping the drake's breasts as she thrusted harder. "Oh, this is so good..." she moaned, kissing Sterling's back.

The drake giggled between moans, looking back at Twilight.

The mare smiled at her and pumped faster. "Oh shit, I'm gonna cum..." she moaned, biting her lip as she gripped the drake's breasts harder.

"Th-Then fill me, mistress!"

Twilight smiled and rammed her hips into the drake before firing her load. "O-O-O-Ohhhhhh, fffuuuuck!!!" she moaned out, her right leg twitching a little as she filled the drake's pussy to the brim. "God, you're... lucky I can't... get you pregnant..." she panted.

"Y-Ya!" Sterling moaned.

Twilight then slowly pulled out before walking beside the drake. She then turned her back to the bed and fell backwards with a sigh. "God, I'm exhausted..." she sighed, rubbing her forehead.

Sterling giggled, rolling to the side so she could look at the tied up blue mare. "So, little Dashie enjoy the show?"

Twilight lifted her head to look at the blue mare and chuckled. Dash was leaking a lot but was unable to cum as she squirmed and moaned into her gag. "Why don't you help her cum, pet?" Twi said as patted Sterling's butt.

"But, that would ruin it for tomorrow... Just think, Mistress... Tease and toy with her for a good part of the night, without letting her off, and then tomorrow you parade around a panting, dripping, begging pet... You'd be the envy of every mistress or master as Dash would be the envy of most pets... And, think if you then wait for the first day's cum shot contest, I'm fairly sure little Dashie could win the gold," Sterling cooed, smiling at the blue mare as she spread her legs, letting Dash watch Twilight's cum ooze from her.

Dash let out a loud moan and looked at Twilight, who chuckled.

"Sorry, Dashie..." said Twi. "But, being the envy of every master and mistress sounds pretty nice..." The cyan mare groaned and squirmed. "Don't worry... I'll make you feel real good the following days to make up for it... But, for now... moan louder..."

Dash groaned some more as she kept squirming.

"Dashie... Mistress said to moan louder... Should I get her a paddle to help you obey?" Sterling called, half-teasing and half-serious.

Dash shook her head quickly and moaned louder, making Twilight sigh happily. "Good girl... Now, what time is it?"

Sterling sat up, looking to the bedside clock. "It's... Wow, it's only 8:30... Thought we'd been at it longer than that..."

"Wanna get to bed early so we can wake up before everyone else?"

"I don't know... Are you ready to leave Dash like she is? Maybe we should get her some ear plugs... 'Course, cutting of one's hearing makes other senses much sharper... I'll, of course, set her egg on a timer to turn itself to the lowest setting around midnight, so she can sleep and keep her need burning on a slow simmer," Sterling cooed, licking her lips.

Twilight chuckled. "You sure know your stuff..." she cooed. "Sure... Go for it..."

Dash squirmed some more before looking at Sterling.

The drake giggled, getting up after wiping her slit off on a rag before quickly going over to Flog's. She then returned with a set of ear plugs and a blindfold, smiling wickedly. "Ya know, if cutting off one's senses makes it so much fun, why don't we double it?" she cooed, slowly making her way towards the cyan mare..

Twilight smiled. "Would make it easier for her to sleep, too..." she said, watching the drake and Dash.

Sterling giggled as she plugged the mare's ears and then went behind her. She then pulled Dash's hair back into a ponytail before putting the blindfold on. Now that dash was cut off from everything but touch Sterling decided to slowly trace her finger around Dash's bellybutton.

Dash panted and squirmed a little, twtching a little as she let out a soft moan. Sterling giggled, tracing her finger down Dash to one of her feet and began tickling it. The mare let muffled giggles and moans as her foot twitched slightly and her toes wiggled about. Sterling eventually stopped as she took out the remote, setting the timer to switch it down to low around midnight. She then set it on a nearby table and headed to the bed. Twilight smiled and crawled onto the bed, getting under the covers and pulling them back for Sterling. The drake smiled, getting in as she kissed Twilight's cheek.

The purple mare smiled and put her arm around her. "Night, pets," she cooed.

"Nmmphfff miphwiss!" Dash moaned out.

"Goodnight, mistress... Little Dashie..." Sterling cooed.

Twilight closed her eyes with a smile as she heard Dash moan some more.

Soon, the purple mare and drake fell asleep to the whines and moans of Dash. Hours later, around midnight, her vibrating tormentor slowed to a soft low buzz, allowing her to drift off to sleep. The pegasus panted softly as she began to have hot dreams of bondage and merciless teasing without release from her purple mistress and fellow pet.

Octavia left the stage at The Wet Mare after her routine, topless and hips swaying as she headed to the dressing room. Once there, she slumped into one of the seats at a dresser and rubbed her eyes.

"Something wrong?" asked Cloudchaser, sitting at the dresser beside her.

"Oh, I don't know..." Octavia sighed. "I was... just thinking about my original hobby..."

"Original hobby?" asked Cloudchaser. "Oh, right, you use to play the, uh... violin, right?"

"Cello, actually..." Octavia corrected. "But, close," she said with a smile, which soon turned to a frown. "I just miss it..."

"Then, why not pursue it?" asked the pegasus.

"Because this city doesn't seem like the kind that would... like classical... Haven't you seen the streets recently? The hotel was a war zone recently..."

"Well, you can't speak for the whole city," said Cloudchaser with a chuckle. "I, for one, could use a little classical on my bad days. Would help me calm down."

This got Octavia's attention as her ears perked. "Really?" she asked, sounding more hopeful. "You think I should pursue a music career?"

"Why not?" asked the pegasus. "If you love doing it then go for it."

The gray mare smiled widely before sighing. "But, the money... If I don't sell albums or digital downloads then I'd be broke... This stripping business pays a bunch..."

"True, but you've been at this a while. Surely you have money saved up, yes?"

Octavia thought a moment as she smiled. "I do have a lot in the bank... I suppose I could live off that, and... if I need more I can always come back..."

"That's the spirit," said Cloudchaser with a smile, patting Octavia's arm. "I'm sure Candy would approve. She seems like the kind of boss who'd understand what you're going through."

The gray mare nodded with another wide smile. "Thanks, Cloudy," she said, getting up.

She then leaned in and hugged Cloudchaser, who hugged back. Octavia then gave her a kiss on the cheek before walking away.

"Hey, give Vinyl a kiss from me," Cloudchaser said with a smirk.

Octavia looked back at her and smiled. "She's mine, Cloudy," she said, walking out the door.

Cloudchaser chuckled and held up her hands innocently as the gray mare made her way to the manager's office.

Signing Up / The Meaning Of Derp

Sterling awoke with a happy sigh as she saw her mistress and Dash still sleeping. Dash, she knew was asleep by her slumped head as well as her slow, soft moans. Sterling giggled as she got out of bed, going over to where she had left Dash's remote and clicked it back up to punish mode. She then watched the bound, sensory-deprived mare as the eggs vibrated against her oozing, wet panties-covered slit.

The cyan mare squirmed lightly in her sleep before her moans began to pick up as she let out tired gasp, now awake. She then looked around, panting and moaning heavily. This got Twilight's attention as the unicorn rubbed her eyes and sat up. "Morning already?"

"Yes, it's 6:30, mistress," Sterling cooed as she removed Dash's blindfold and ear plugs. "All the exhibits and playrooms should be set up and ready for everyone at 7... And the cum shot contest is at 11, so I'll need to get little Dashie some good restraints before we go down... Wouldn't want to tempt her with free hands," Sterling said, her voice turning into a purr on the last sentence as she looked Dash in the eyes with a grin that could have made a Cheshire cat jealous.

"Oh, come on..." moaned Dash, squirming in her seat. "I-I have to w-wait 5 hours?" she asked, eyeing Twilight, who was getting if bed and stretching.

"Now now, Dashie... If you start making a fuss I'll have to put your gag back in... Besides, think about it... It's five hours till, most likely, the biggest orgasm of your life... So far. Also, it's five hours of Mistress walking us around with you on display..." Sterling cooed, giggling as she poked the mare's nose.

Dash bit her lip and thought about it. "I... I-I suppose I can... wait..." she said, squirming some more as her inner thighs were all damp.

"That's a good Dashie... And, seeing the mess you'll be making, I'll get some special panties that are a bit more absorbent... So, you won't be slipping with every step," Sterling cooed, standing up and looking at Twilight. "Mistress? May I go get the supplies for little Dashie?" she asked, smiling.

"Anything but the diapers," Twi replied with a smile as she went to the bathroom to take a shower.

Sterling giggled, heading through the door to Flog's room. She then quickly returned with her supplies and headed over to the cyan mare. Dash saw that in her arms was a breast-less, tight, latex-like straitjacket, and some odd-looking boots. There was also a set of black panties with a thicker part over where a mare's slit would be, shaped into a pink heart. "Ready, Dashie?"

The cyan mare gave her a nod. "Ready, other pet," she moaned with a smile, squirming some more as her pussy continued to leak.

Sterling untied her legs before slipping off the utterly soaked panties, replacing them with the thicker ones. She then slipped the small vibrating egg into them to keep teasing the mare. Sterling untied the rest of the mare saver for her bagged wings before pulling her into the jacket and strapping her arms crossed under her exposed breast. "There we good ready for everyone to see."

Twilight then left the bathroom with a sigh, her hair damp as she went to gather her Mistress clothes. "Well, you look yummy, Dashie," she said with a giggle.

"Then, why not eat me, Mistress?" the pegasus asked with a smirk.

Twilight gave a chuckle. "Not yet, pet..."

Sterling giggled, too, patting Dash's rear. "Nice try."

Dash let out a sigh before a light moan. "W-Worth a sh-shot..." she panted.

"Alright, Sterling..." Twilight cooed. "When you're finished with Dashie, get yourself ready." She then began slipping her red skirt on. "I wanna scope out the competition before we get started."

"Have fun, mistress!" she cooed before turning to Dash and giving a fake gasp as she held up an inflatable butt plug. "What's this?!"

Twilight let out a chuckle as she finished getting dressed. "When you're ready come find me in the lobby..." she said, before leaving the room.

Once out in the hall, she made her way to the elevator, riding it down to the lobby.

Stepping out, Twilight saw a few masters who were in the large ballroom, either playing with their's or others' pets, as well as a few pets who were without leashes. Most were bound so they would easily submit to anyone's whim. around them were booths of fetish gear, parts and services, or sectioned off rooms with fetish names on the door. The closest ones that Twilight could see were Pet Play, Bondage, Adult Foal, Sissy, Tickle, and even one labeled Punishment.

"Wow, this place is amazing..." she cooed, looking around at the other pets and masters. She then entered the "fun zone" and began looking around. "I could get used to this..." she cooed, smiling widely.

A few masters and pets glanced her way or bowed submissively. Going along, Twilight saw two mares next to a sign saying Cum Shot Sign Up. One was blonde with a red coat, dressed oddly in a business suit. The other, her coat a soft blue with her long hair done up into pigtails. She was dressed in what looked like a boarding school uniform, its jacket slightly open showing her flat chest as she squirmed in her set ever so often, tracing a finger along the leash going from her collar to the business suit's hand.

Twi walked up to them and smiled. "So, this is where the cum shot competition will be?" she asked the mare in the suit.

"This is the sign up. The actual show will be in the hotel's basketball court so everyone will be able to see," she cooed softly, looking over at the other mare who submissively kept her eyes low and fiddled with her skirt.

Twilight smiled. "Then, I'd like to sign up. I got a pet on the edge since last night and she's about ready to burst."

The suited mare chuckled, looking to her pet who whimpered and slid a paper towards Twilight. "P-Please sign your name here and here... Sign your pet's name h-here and have the p-pet sign h-here," she said, pointing and speaking with a lightly gruff voice one would think came from a tomboy. Twilight then began to realize that she wasn't a mare.

The unicorn smiled and took the paper. "Wouldn't happen to have a pen, would you?" she asked. "This outfit doesn't really have pockets..."

The suited mare gave a small snicker as her pet whimpered and slowly lifted "her" skirt, revealing a few pins clipped onto a set of pink panties, all neatly around a bulge most mares didn't have. "P-Please... Use any... A-And return it w-when your done..."

Twilight smiled and looked at the mistress. "Oh, it's like that, huh?" she asked, before looking at the pet. She then reached a hand out and slowly gripped a pen, her fingers brushing over the bulge. As she pulled the pen away she trailed her finger along the bulge before signing the paper. "Nice pet, you got there..."

"Yep. She's quite a cute filly, isn't she?" the suited mare cooed as her sissy colt pet let out a small whine, looking at her hands in embarrassment. "My names Hard Sell by the way Miss... Twilight," the mistress said, reading Twilight's name from the paper as she signed it.

"Nice to meet you, Hard Sell," Twi said with a smile as she put the pen back, her fingers brushing over the bulge once again. "You gonna show up at the competition?" she asked. "Your pet feels hard..."

"Oh, no... No, my filly likes the tease more than the release... Isn't that right my little Lucky Charm?" Hard cooed, pinching the sissy's cheeks as she whined in more embarrassment, nodding.

Twi chuckled. "Ah, that explains the pen thing... Well, it was nice meeting you. I think I'll go mingle," she said with a smile as she held the paper out to the mare.

"Um... You still need y-your p-pets signature... b-before you can t-turn it in...." Lucky mumbled as Hard nodded, pointing to a single blank spot.

"It's for legality measures. Wouldn't want any lawsuits over a person being forced into official games without written consent, would we?" Hard Sell asked.

Twilight smiled. "I'll return once my pets arrive. They should be finishing up shortly anyways... Unless my dragoness decides to torment my mare some more..." she said, thinking aloud.

As she spoke, Twilight saw Lucky's ears park at the word "torment" and Hard snorted at the reaction. "Lucky, you keep perking up at things like that and I might just let go of your leash... I'm sure lovely Miss Twilight would have her fun with you if she wanted... Maybe she'd give you to this tease_and-torment-happy drake of hers," she cooed, holding her end of the leash by the end of her pinkie finger.

The sissy colt's eyes widened as she looked between the two masters.

Twilight smirked and crossed her arms. "I'm sure my pet would be all over yours..." she said, watching Lucky with a teasing smile. "She has ways of keeping one on the edge for hours..." she said seductively.

The sissy colt's blush grew brighter as he looked at his mistress with both excitement and fear before he let out a whine, clenching his eyes as Hard gave a small frown. She then pulled up his skirt, revealing Lucky had just came from their teasing words. "See, this is her biggest problem... She's got a habit of going off at a few teasing ideas or a couple of rubs... Bad girl," Hard said, flicking the sissy's nose with the leash end.

Twilight smiled. "Mine can last longer than a few rubs..." she said to Lucky with a smirk, hinting that she had a dick of her own.

Hard raised a brow before taking a pen and slipping it to the edge of Twilight's skirt, lifting it for her and her pet to see.

Twilight looked down and smiled, gripping her skirt and lifting it more. "Before you ask, I'm a mare and this lovely dick was the result of a magic spell."

"I thought magic was just a myth," Lucky mumbled before he looked at Hard's hands, which now only held a pen and then to the table where his leash lay for any to take.

"A few of us remember how to do it..." Twilight explained. "And, you can relax in knowing that we're using it to help whenever we can..." She then eyed Lucky and the leash.

His eyes began rapidly darting between her and the leash as he blushed more and gave out small, muffled pants.

Twilight smiled and gripped her rod with her left hand. "Seems your pet's up for grabs..." she cooed, looking from the mare to her pet.

"Seems so... And, oh dear, I don't seem to have the motivation to find where that pesky leash is," Hard cooed mockingly, purposefully looking everywhere but where the leash was.

Twilight slowly stepped in front of Lucky. "I guess I'll have to keep your pet company while you find it..." she cooed, reaching down with her right hand and rubbing his bulge.

He whimpered, already bucking his hips before the splotch where he came grew damper as he sighed.

Hard rolled her eyes at him. "Well, perhaps whoever finds his leash can help with his pitiful hold-out time. Every time we fuck he gets off several times before I get one."

Twilight chuckled and slipped her hand into his panties. "He just needs a reason to hold it in... Or perhaps that's just how he is..." she said, before gripping his dick in her hand and simply holding onto it.

He shuddered before blushing, going wide-eyed as he began to notice a large number of onlookers.

Twilight looked around and smiled. "Oh, we got an audience..." she said, before reaching lower and cupping his balls. "For a small squirter... he's got a decent-sized piece of meat..." she said with a chuckle, before looking at the sissy colt. "So... You feel like cumming on my arm?"

He let out a few small moans as Twilight felt his rod twitch against her arm, already ready to pop again.

"You're not gonna cum already, are you?" Twi said with a raised eyebrow. "If you do, I'll make you lick it off my arm..."

Lucky whined, looking down at his twitching and leaking member submissively as he timidly tried to get it away.

"You're not resisting, are you?" asked Twilight, rubbing the rod some more. "According to your mistress, you cum too early... I want you to try and hold it in..."

Lucky whined again, lasting only half a minute longer before he came hard up Twilight's arm, getting some on her neck and cheek as well.

Twilight sighed and pulled her hand out of the sissy colt's panties. She then wiped the cum off ehr cheek and neck before holding her arm out to the colt. "Now, lick it off."

He blushed and nodded as he meekly began licking up the mess wile submissively keeping his eyes low.

Twilight smiled as her rod softened up, being hidden by her shirt once more as she pulled her clean arm away. "Good..."

The sissy colt hastily pulled his skirt back down, smoothing it out and fiddling with its hem while looking between it and the end of his leash, which still sitting on the table.

Twilight eyed the leash and smiled. "So, Hard Sell? Find that leash yet?" she asked, reaching under her own skirt with her right hand, stroking her rod to get it hard again.

"Hmmm... Nope... But, if you happen to find it just turn it in to me tomorrow morning alright, Miss Sparkle?" the mare said, smirking before adding, "Also, I do still need you to bring your pet over for her signed consent for the cum shot."

Twilight smiled and patted the pet's head, letting go of her rod. "Then, I'll wait until they show up and go look around some more... Besides, I'm sure others would like a turn..." she cooed with a smirk as she began to walk away. "Maybe, I can find other pets to play with..."

Hard Sell waved with Lucky timidly doing the same. After a while of looking around, Twilight spotted Sterling dressed as a slutty maid once more while leading around Dash, who had only one change to her attire; her ball gag had been replaced with a ring gag which forced her mouth open as she drooled and moaned openly. Others were watching the two, but more Dash than Sterling.

Twilight smiled and walked over to them, taking their leashes. "So, have any masters and/or mistresses had their way with you two?"

"No, mistress... But, from the looks of a few, they would love an hour or a week with little Dashie," Sterling cooed as she gave one of the blue mare's exposed nipples a pinch.

Dash let out a moan and drooled some more. Twilight let out a chuckle as she slowly pulled on the leashes. "Come, pets. Gotta get Dashie signed up for the cum shot competition..."

Sterling giggled as she saw that Dash was following with a slow wobble. She then pulled a small hand paddle from her apron and gave Dash's bare ass a smack. "Too slow, sweetie... Keep this up and I might ask mistress to leave you in my care for a week or two after the expo," Sterling cooed in a tone that made it hard to tell if she was serious or kidding.

Dash sped up her steps as Twilight led them back to the sign up booth. "Hey, Hard Sell," she said with a smile, pulling Dash closer and grabbing her arm. "Guess who?" She then gently pushed the cyan mare up to the booth as Dash looked at the suited mare.

Hard looked dash over with a small smile as she stuck a finger out poking the edge of dashes parties letting a streak begin running down her leg. "My and how long have you been getting her ready?" She asked as sterling undid the lach for dashes righting arm and give her a one of luckys pantie hung pens.

"Since around 5... 6pm last night... I think..." Twilight said, trying to think as Dash signed her name on the form.

Once the blue mare was done, Sterling pulled her arm back into place and strapped it in. "Yes, mistress. Six."

Twilight smiled and gave a nod. "Since 6pm last night," she said proudly.

"My my... So needy after such a short time..." Hard cooed, running a hand along Dash's breast and lightly poking her tit.

The cyan mare shuddered as she realized Twilight wasn't holding her leash anymore. She then looked back at Hard Sell. The mare smiled as she trailed a hand down the dangling leash before holding up the loop Twilight had been holding.

"What's this? A pet out of her master's grip?" the mare cooed, smiling widely.

Dash went wide-eyed and looked at the leash before looking at the mare, gulping audibly. Hard smiled a large smile as she reached up with a free hand, tracing the ring gag.

"My my... You're set up to accommodate anyone... Isn't that right, my pet?" she cooed, pulling the leash a little so Dash could see Lucky's exposed bulge.

The cyan mare blushed heavily but let herself drop her to her knees. She then looked up at Hard Sell as if asking what she should do. The mare chuckled as she pulled Lucky's panties down, letting his half limp rod flop out as Hard looped Dash's leash under Lucky's chair and gave a pull, drawing Dash closer. The mare jerked forward before scooting up to the sissy colt. She then looked up at the colt and then at the onlookers.

After letting out a light moan she leaned in and stuck out her tongue, giving the limp rod a lick. It immediately began to harden and was soon standing at attention as he whined and whimpered. Dash then slipped the rod through her ring gag and licked around the shaft.

Twilight then looked at Sterling, still holding her leash. "Think she'd suck better... without the gag?"

"Maybe... But with it, she has to work for it," she said with a snicker as she set the small paddle back in her apron.

"I'm not worried about HER so much..." said Twilight, watching Dash suck off the colt as she crossed her arms. "I'm worried about how much satisfaction others will get from her... The feel of lips on your dick is an amazing feeling, pet..."

As Twilight said that, the colt leaned over Dash and let out a whine, telling her he had came. Hard kept the leash held so Dash couldn't get more than an inch away from the rod. Dash closed her eyes and swallowed as she kept licking the pet's rod. To her amazement, his rod stiffened up in moments, already leaking pre-cum as he whimpered and whined.

"Pets or masters with bigger dicks might like to feel her soft lips rather than hard plastic," Twilight said, keeping her eyes on Dash as she leaned in close to Sterling.

"I'm guessing you would be one of those?"

The unicorn smiled. "Mmm... You bet I would..."

"Well, she is your pet, as am I. So, whatever you wish, it's our command.

Twilight smiled and now held her leash with her pinkie. "You know... I wonder how many here would like a piece of YOU..." she said, looking the drake over.

"I would imagine quite a few... Though, most already know who my other owner is, as well as know me," Sterling cooed, looking around and waving as a few either waved back or blushed.

Twilight let out a light chuckle. "Of course."

As she spoke, the two looked down again to see Dash swallowing what looked like a third or fourth orgasm from Lucky, yet when she pulled away he still looked only half-limp.

Rainbow tilted her head before leaning back in and licking some more. "Looks like Dashie's loving it..." Twilight cooed.

"You two should probably go have a look around... My filly may have a hair trigger but he makes up for it by being able have a large number of orgasms before he's done... And, don't worry. I won't let her get off so she'll be nice and ready for the competition," Hard said as Sterling giggled, pulling Dash's remote out of her pocket.

Looking at it, Twilight saw it was off. The drake then put it back on punish mode.

Twilight gave a smile and nodded. "Alright, Hard..." she said as she took a step back. "Keep my pet on edge and I'll be back later..."

The suited mare nodded as the two left, heading out to browse the shops and fetish rooms.

Pinkamena left the hotel and stretched as she began walking down the sidewalk. She began whistling to herself as she looked up the sky. After bit of walking she bumped into a gray mare, letters and scattering across the sidewalk as the mare fell on her butt.

"Oh, shit, I'm... I'm sorry..." said the pink mare, kneeling down and helping gather the letters.

The gray pegasus had her eyes closed and was rubbing her butt. She was dressed in a mail person's outfit and had a mail bag over her shoulder.

"Oh, it's okay..." she said as she opened her eyes.

Pinks stopped gathering as she looked at the mare, tilting her head. One of the pegasus' eyes was looking up as the other was looking ahead. She also had blonde hair a little passed her shoulders.

"Something wrong?" she asked.

"Huh?" asked Pinkamena, before shaking her head as she resumed gathering the letters. "No..."

The pegasus looked her over. "It's my eyes, isn't it?"

Pinkamena had gathered the letters that fell from the bag and held them, hesitating before looking at the mare. "Um..."

"It's alright," the pegasus said with a light smile. "I was born with it, so... I'm used to it..."

"Ah..." said Pinks. "Well, I don't think it's weird, or anything... Just caught me off guard," she said with a nervous chuckle. "Don't see many with eyes like that." The gray mare simply smiled at her. "So... I'm Pinkamena," she said, standing and holding out her hand.

The gray mare took it as the pink mare helped her up. "I'm Derpy. Derpy Hooves."

Pinks tilted her head. "Derpy?"

"Mmm..." the mail mare said with a nod. "It's a nickname. Real name's Ditzy Doo. Derpy is just what others used to call me..."

"Well, you do know what derp means. don't you?"

"Of course. I'm not stupid."

"I didn't... say that..." said Pinks. "But, if you know what it means then... why do you call yourself Derpy?"

The pegasus thought for a moment before shrugging. "I'm over all the insults I used to get... I could care less what others think. I just like the way it sounds... Derpy..." she said with a smile.

The pink mare nodded with a smile of her own. "Good girl. And, if anyone gives you a hard time, you come to me, okay?" she said with a smile, holding out the mail in her hands.

Derpy gave a giggle. "Alright, Pinkie," she said, taking the mail and putting it in her bag.

Pinks gave her a tap on the shoulder. "Nice to meet you, Derpy."

'You, too!" she cheered, skipping away.

The pink mare gave a chuckle. "Oh, I like that one," she said as she continued on her walk.

Competition / Relationships

After Fluttershy had gotten food from the Dining Room she sat down at an empty table, thinking. She was so wrapped up in thought, in fact, that she didn't even notice someone sit down with her.

"Fluttershy," said Luna with a smile. "Morning."

The shy mare let out a gasp before smiling. "Oh, Luna... Hi..."

"If you would like, we could try dating today..." the alicorn offered.

The pegasus gave her a wide smile as she hid half her face behind her hair. "That sounds lovely..."

Luna then placed a hand on Shy's and gently rubbed it. The shy girl blushed heavily and turned her hand over, both mares now holding hands.

Twilight lead Sterling back to the Sign Up booth to pick-up Dash for the competition. Once there, she saw Dash now kneeling on the table, with her buzzing and now slightly leaking panties, on display for any who came by. Getting closer, Twilight saw Lucky slumped over against his master, asleep.

The mare smiled at Twilight once she saw her approaching. "Your pet's been a good girl. She swallowed all 26 loads from my little filly. Tuckered him out so I had her get up on the table and display herself... She Seems to like being helpless and on display quite a lot," Hard said, reaching out and giving Dash's rear a pinch.

Twilight smiled and took held out her hand for the leash. "That's good to hear... My Dash is a good girl so I had no doubt that she'd behave..."

Hard smiled and passed her Dash's leash. "Well, the contest will be starting soon. Care to follow me there?" she asked, waking up Lucky as they stood. The sissy colt let out a few whines, leaning on his master as he looked half asleep.

Twilight nodded as Dash stumbled off the table, using Twilight for support as the unicorn held her. "Well, someone's ready to burst..." she cooed, pulling the ring gag out of Dash's mouth and letting it hang around her neck.
Dash moaned loudly and nodded. "I'm gonna cum a fucking flood!" she moaned out, clenching her legs together.
Twilight gave a chuckle before looking at Hard Sell. "Lead the way."

The 5 made their way to the hotel's gym, getting there a few minutes before the other contestants and watchers arrived. Twilight and Dash watched as masters sat in a chair, their pets in their laps before they would get them to cum. Next, Lucky would crawl up to the chair, being led by Hard, before he unrolled a measuring tape and measured how far the cum shot out. He would then lick up the cum as Hard jotted down the numbers. Finally, after every pony had gone, Hard called Twilight and Dash's name. Twilight and Dash went over to the chair as Twilight sat down, Dash in her lap. The cyan mare was now exposed down below and her legs spread wide.

"You may begin when you're ready," she cooed, smiling and stepping aside so all could watch.

Dash looked over her shoulder at Twilight, who smiled back.

"Ready?" asked Twilight.

Dash let out a moan and nodded. "R-Ready, Mistress..."

Twilight smiled and reached in between Dash's legs, rubbing her pussy as the cyan mare moaned loudly. Twilight then jammed three fingers into her pussy and began roughly pumping. It wasn't long before Dash let out a loud moan as a flood of juices poured and squirted from her slit. Twilight licked her lips as she kept fingering her, wanting to get the most out of her.

The blue mare moaned and squealed as she came for almost a sold minute and a half, jets of cum squirting out wildly and shooting far. Once she was all done, Dash was left sweating, panting, and idly moaning, her pussy now extremely sensitive. Hard and Lucky then walked passed the two, measuring the farthest of Dashes squirts. Once they had the numbers the sissy colt started on the large task of licking up the mess. A few minutes later the winners were announced, Dash taking first place with a record-breaking 9 feet. Twilight was given a medium-sized trophy before Hard smiled, stepping behind Dash and pushing a rather large gold-plated butt plug up her rear. She then bent the pegasus forward so Twilight could see its large plaque on the bottom that read #1 Cum Pet!

Afterwards, everyone left, aside from Twilight, Hard, and their pets. Lucky was still licking up Dash's mess as Hard pulled out a small, pure gold piercing ring with a small diamond on it.

"This is the other part of your pet's trophy... However, I see she doesn't have the proper piercing for it. Would you like me to fix that?" Hard asked, holding up a piercing gun as she reached down and rubbed Dash's exposed love botton.

"Not really sure if I'd like her pierced down there..." Twilight said, looking between Dash's legs. "Could we just take it and decide later?"

"Sure. But, just so you know with how she is, that kind of piercing would be quite fun for her... And a chain attached to it makes for a nice way to leash her when she's nude," Hard said, handing Twilight the clit piercing.

"Well, each master has their own methods..." said Twilight, holding the piercing and looking it over.

It was a rather beautiful gold gem with its small, but flawless diamond gleaming in the light.

"Whether it gets attached to Dashie or not... it's still a beautiful prize..." she said, admiring the ring.

"Yes, it is," Sterling said. She was sitting in a chair with Dash on her knees as she bounced her, pushing on the prize butt plug.

Pinkamena walked into the dining room and dropped down into a seat at Applejack's table. "Guess what?"

AJ raised an eyebrow. "What?" she asked, before taking a bite out of an apple.

"I met this adorable mare this morning," Pinks said with a smile. "Cross-eyed, but... it added to her charm."

"What was her name?"

"Derpy."

AJ stopped mid-bite, her teeth embedded in the juicy fruit as she stared at the mare. Pinkamena chuckled at her reaction. "She knows and she doesn't care. In fact, it seems like she accepted the name Derpy as a way of saying 'Screw you' to all those who picked on her as a kid."

AJ finished her bite and smiled. "Sounds like a strong mare," she said with a mouth full of apple, before swallowing. "You like her?"

The pink mare smiled. "Mmm... I always saw myself settling down with a nice... big... colt... Besides... Derpy seems too innocent to have a one-night stand with... She needs someone who loves her and only her.

The orange mare nodded and took another bite of her apple.

Twilight lay in bed with her pets cuddling up to her; Sterling on the left and Dashie on the right. "Well, today was fun..." she cooed.
Dash nodded. "Best orgasm ever..."

"Mmmm... You looked like you had fun, Dashie... Got yourself a belly full of sissy colt cum, set a cum shot record, and if you and mistress want, you'll have that sensitive little button of yours pierced with proof of your winnings," Sterling cooed, one of her hands wrapping around to Dash's rear as she idly pushed on and played with the prize plug. "Not to mention this little treat."

Dashie bit her lip and gave Twilight's leg a light hump as she moaned. "Yeah... It was a good day... And there's six more to go..." she cooed.

Twilight smiled and yawned. "Fun... and exhausting..."

Sterling then let out a yawn of her own.

Dash closed her eyes and nuzzled Twilight. "Bed time?" she asked sleepily.

Twilight nodded and pulled them closer. "Bed time..." she yawned.

"Good night, Dashie. Good night, mistress."

The three soon dozed off to sleep, their bodies preparing for the next day.

Construction and Juice Boxes

Pinkamena opened the door of her car and climbed in. Applejack then climbed into the passenger seat before they drove away from the hotel.

"So, what's the plan, AJ?" asked the pink mare.

The orange mare checked her phone, looking at a text sent from Celestia. "She just wants us patrollin' for now..." she said with a sigh.

The pink mare nodded as they turned down another road. "Things are pretty boring now, huh?"

"Yep... But, at least we can sleep at night," said AJ, putting her phone away. "And, this was the reason for the Elementals forming in the first place." She then looked out the window. "We're protectors. And, so far... we're doin' pretty good..."

"True... Kicking Changeling ass felt pretty good," Pinks said with a chuckle.

Her passenger smirked with a nod. "Though, it's a shame we couldn't take care of Chrysalis..."

Pinkamena let out a deep sigh as she tapped on the steering wheel. "Yeah..."

They drove around for a while until they approached a spot where a ton of construction vehicles and workers were working.

"The hell are they building here?" asked Applejack as Pinkie pulled over to the side of the road and parked.

Across the street at the site was a sign on the fence that read New Horizons.

"New Horizons?" asked Pinks, turning the engine off. "Let's check this out..."

"This really necessary?" asked AJ as the pink mare opened her door and climbed out.

"Something new's being built..." Pinks started, waiting for AJ. "I'm sure Celestia and Luna would want us to know what exactly New Horizons is."

The orange mare let out a sigh as she got out of the car, both mares closing their door. "Ah suppose yer right..."

"'Course I'm right," the pink mare replied with a smile as they made their way across the street.

As they got closer a brown colt with black hair in a construction worker's uniform looked their way. "Can I help you?" he asked in a deep voice.

"Just wondering what New Horizons is..." said Pinks as her and AJ stepped up onto the sidewalk in front of the colt.

"It's a laboratory," the colt explained. "Specializes in research to help find cures and other useful stuff."

"Useful stuff, huh?" asked AJ. "Seems shady..."

"Shady?" the colt asked with a chuckle. "New Horizons is here to help, I assure you."

Pinks raised an eyebrow before nodding. "Yeah, alright... We'll still be keeping an eye on you..."

"Who's we?" asked the colt.

"The Elementals," AJ started. "We're sort of this city's protectors..."

"Ah," the colt said with a smile. "I see..."

"Any ideas when this building's supposed to be completed?" asked the pink mare.

The brown colt nodded. "At the current rate, within the week."

Both mares eyed each other before looking at the colt. "Thanks for your time..." Pinks said before she and AJ turned, walking away.

"Thinking what ah'm thinkin'?" asked AJ once they were far enough way.

The pink mare nodded. "Seven days is really fast for constructing a building... Must be important..." She then unlocked her car and climbed into the driver's seat as AJ climbed into the passenger's seat. "Certainly worth keeping an eye on..."

Applejack nodded. "Last thing this city needs is another psycho... We're still recovering from Chrysalis' attack..."

Cadence exited the elevator at the basement, pushing a cart of food and drinks down the hall. Once she arrived at the room with the holding cells she entered and looked around. All the members from the rival gangs, minus Midnight and Chrysalis, were in the cells now. All the mares looked her way as she wheeled in the cart.

"What the hell?!" the blue unicorn yelled. "Trixie demands to be let out!"

"Quiet, Trixie," the alicorn said as she wheeled the cart over to her cell at the far end. "Just be grateful we put you in the same cell as your bed buddy."

The unicorn looked at Lightning Dust, who was sitting behind her in the same cell, before looking back at the alicorn. "Well, why did Midnight get to leave?"

"Because she's accepted us and has become part of the team..." Cadence explained. "Now, do you want your juice?" she asked, pulling out a juice box and holding it out to the mare. Trixie bit her lip, hesitating before nodding as she felt quite thirsty. "Then, shut up and drink," she said, tossing the juice box at the unicorn.

Trixie caught it and began to pull the straw off the side, poking it into the box and drinking. The alicorn then tossed one to Lightning Dust and began doing the same to the others. When she tossed one to Gilda the griffin caught it but her claws punctured the sides..

"Oh, shit!" she gasped, trying to plug the holes up. She then looked at Cadence who shrugged.

"Only get one, Gilda," she said with a smirk, before pushing the cart towards the door.

Kyra eyed the griff in the cell beside her and let out a sigh. "G..." she said, crawling over and pushing her juice box through the bars. "I know how thirsty you can get..."

The griffin scooted over to the side of her cell and took the box, eyeing the mare. "Are you sure?"

Kyra gave her a smile and nodded. "Yeah, I'm sure..."

Cadence stopped at the door and eyed them, a light smile appearing on her face before heading out. Once she got into the hall she stopped again, hesitating before sighing. She then took another juice box from the cart and entered the room again. After placing it by Kyra's cell she immediately left, pushing the cart away.

Kyra eyed the box by her cell and then the griffin. Both were in slight shock at the alicorn's sudden generosity towards them. Then, after the shock wore off, Gilda began drinking as Kyra went to go get her new juice box.

Two Becoming One

Cadence entered her and Shining's room that night and let out a yawn. After closing the door she made her way to the bedroom and pulled off her shirt, revealing her bra. Shining smiled at her, laying on the bed in his boxers.

"So, how was the food and drink delivery?" he asked, watching her undress.

The pink alicorn eyed him. "It was... interesting..." she said as she pulled her pants down and kicked them off.

"Interesting?" asked the colt, sounding interested. "Interesting how?"

"Well... it looks like they're starting to..." Cadence started, standing in her underwear. "Like they're starting to care again."

"What do you mean by that?"

"Well... When I handed out the juice boxes Gilda popped hers with her claws..." Cadence began explaining. "I told her that she only gets one... and then Kyra gave her hers."

Shining Armor nodded. "It does sound like they're starting to care again.

"Perhaps they're ready to be let out..." the alicorn suggested as she crawled onto the bed and over the colt. "What do you think?"

"I think it's a little too soon to let them out..." Shining replied as he held her hips. "I bet they're still a little pissed about what happened to them..."

Cadence nodded and lowered her hips to Shining's, slowly grinding her crotch against his. "What about... one at a time?" she asked.

Shining thought for a second before smiling. "One at a time could work... if that one is supervised..." he said, gripping Cadence's panties and sliding them down a little.

The alicorn smiled and gripped the colt's boxers. "Then, I'll speak with Celestia tomorrow about it..." she said, reaching into the boxers and pulling the colt's cock out.

"Sounds like a plan," Shining replied before letting out a light grunt as Cadence slipped his rod into her.

The alicorn let out a moan before pressing her chest to the colt's, letting out pants as she moved her hips up and down. Shining then reached around and undid her bra. Cadence pulled it off and threw it off the bed before pressing her chest to the colt's once more.

After a while the two rolled over with Shining on top as he kept thrusting into her, making her moan with pleasure. He then held her hips and pulled her into his crotch as he felt an orgasm approach.

"Oh, I'm gonna cum, baby..." Shining moaned out.

Cadence wrapped her legs around him and moaned out. "Me, too! Don't stop!"

Both continued to moan louder and louder until Shining slammed his hips into Cadence's, emptying his load deep inside her. Once it was over he collapsed on her with a smile.

"I love you..." he said, kissing her cheek.

"I love you, too," Cadence replied back, kissing him on the lips.

Early Next Morning...

"104... 105... 106..." Malice counted every time her chin went above the bar.

Her arm muscles were bulging as she was giving them the biggest workout of her life. She was wearing a sports bra and short shorts, her back dripping with sweat before she dropped to the floor, panting a little before standing.

After walking over to a nearby stool she swiped the bottle of water off of it and took a sip. She then left the room and headed back to the main room where all her gang members were. Upon entering everyone looked at her.

"Get ready," said Malice, looking around the room. "We're moving out soon."

"You sure you're ready, ma'am?" a colt near the back asked.

Malice's eyes fixated on him before she pointed at him. "You. Get over here."

"Um..." the gray colt said, hesitating before slowly walking towards her, looking nervous. "Why?"

"I'm gonna show you how ready I am," Malice explained. "Now, try and punch me."

The colt went wide-eyed. "Um... What?"

The girl patted her right cheek. "Right here," she said. "And, don't you dare hold back."

The colt gulped and got into a fighting stance. He then threw a slow punch, his fist lightly tapping Malice's cheek. The girl growled and glared at him before looking over at a yellow colt.

"You!" she said. "He fucks up again... Shoot him. You don't... I'll kill both of you myself."

The yellow colt nodded and pulled a gun. "Of course, ma'am."

The gray colt gasped and pulled his fist back. He then got ready again and gulped. "Okay... No holding back... I sure hope you know what you're doing, ma'am..."

"'Course I do..." the girl replied. "Now shut up and fucking hit me!"

The colt took a deep breath before throwing a punch at the girl's face as hard as he could. Malice smiled and caught the punch before pulling the colt closer. She then punched him in the chest and grabbed his neck, throwing him to the floor. The colt coughed as the yellow colt smiled.

"Great display of arm muscles, ma'am," he said with a smirk. "Mind showing off your leg muscles now?"

Malice smirked back before kicking the downed colt as hard as she could, making him flip onto his back with a grunt. She then pressed her bare foot to his neck, applying light pressure.

"Now, get ready, everyone!" the girl yelled, drowning out the choking of the colt beneath her. "We're getting my mother back!" She then walked away to get dressed, finally giving the gray colt a chance to breathe.

The girl entered the training room and picked up her bladed whips by their cylindrical handles. Pushing a button on the side caused the whips to get pulled into their handle. After slipping the closed whip handles into the holsters on her belt she grabbed her coat and left.

Cadence knocked on Celestia's door before opening it. "Ma'am?" she asked.

The white alicorn looked up from her desk. "Yes, Cadence?" she asked. "What is it?"

"I have a..." the pink mare began, entering the room. "Mmm... An idea... How to get our former partners to join us once again."

The white alicorn leaned back in her chair with an interested look on her face. "Go on."

"Well... what if we were to let one out a time?" Cadence suggested. "Appoint someone to them. Talk to them. Show them that we're ready to accept them back... Hopefully they'll see reason and put this whole thing behind them."

"Hmm..." said Celestia. "Interesting. So, you believe we should be the one's to act first, yes?"

Cadence nodded. "Yes, ma'am, I do... I saw them in the cages yesterday when I brought them drinks... Looked like all they needed was a slight push in the right direction."

"Very well, then," the white mare said, standing up. "Let us begin right away. First, we will release--"

Just then the door opened and Applejack ran in. "We got a problem."

A bunch of black cars pulled up and parked in front of the hotel. The back door of the front car opened and Malice stepped out, holding her closed whip handles. As she neared the front door it opened, Celestia, Lun, and Applejack exiting the building.

"Celestia!" yelled the black girl. "I want my mommy now!"

Cadence ran into the dungeons and up to Kyra's cell, making everyone give her odd looks.

"Um..." the red mare started. "Something wrong, Cadence?" she asked as she sat against the back wall of her cell.

"It's your daughter, Kyra. She's here."

Kyra went wide-eyed and stood up, quickly moving to the cell door. "What?! I always told her to stay away if something like this happened... She isn't ready for a big job like this... She's just a kid!"

"Then, help us help you," said Cadence. "I was actually just about to come down here before she showed up."

Kyra raised an eyebrow. "Why?"

"I brought up an idea to Celestia that she agreed to..." Cadence explained. "We're releasing one of you at a time... with the hope that we can put all that has happened behind us and start anew. Let's get the gang back together again... Just like old times."

Kyra looked her in the eyes before gripping one of the cell bars with her right hand, thinking. She then sighed and nodded. The pink alicorn smiled and ran to the desk, grabbing the key and returning to the cell. Her expression turned from happiness to nervousness as she slowly unlocked the cell. After opening it she awaited a punch or a tackle... but received nothing.

To her surprise, Kyra slowly reached a hand out. Cadence smiled and took it, shaking it.

"Just like old times?" Kyra asked.

Cadence nodded. "Just like old times."

The red mare nodded and looked at her naked body before back up at Cadence. "Back then, I remember being clothed."

"This way," Cadence quickly said, leading the mare out of the room.

"What about us!" yelled Trixie. "When are we getting out!"

"Calm yourself," said Luna. "Your mother is fine, I promise."

"Shut up!" Malice yelled.

"It's true," AJ confirmed. "We haven't harmed a single hair on her he--"

"SHUT UP, I SAID!!!" Malice yelled. "YOU'RE STALLING!!!" She then looked back at her gang. "They're up to something! Get ready to attack!!" she yelled as her gang members all pulled out guns. Malice then looked at the hotel. "IT'S OVER!" she yelled. "ATTACK IN 3! 2! 1!" Just then then front doors burst open and Kyra came running out, making Malice go wide-eyed. "Mommy?"

The red mare quickly ran up to her and scooped her up in a hug. "Oh, sweetie," she cooed, the girl frozen in shock.

"Bu-Bu-Bu..." Malice stammered before being set down.

An orange colt on Malice's side leaned in close to a yellow mare with short blue hair. "What just happened?"

"I think Malice overreacted..." the mare replied.

Both hesitated before looking at each other. "Yeah..." they both agreed.

"You're... free?" Malice asked.

Kyra smiled and nodded. "Something's come up..."

"Wha-What's come up, exactly?" the girl asked, still in slight shock.

"It seems the Elementals want us to be a team again... so they're letting us out if we agree to give it a try."

"What?!" Malice exclaimed. "We're joing up with the Elementals?!"

"We're gonna try, yes," said Kyra. "I'd be lying if I said that the timew e spent together wasn't fun... After recent events it seems like a good deal."

The girl groaned but nodded. "Fine... But, that doesn't mean I have to like this..."

Kyra chuckled and hugged her again. "That's my girl."

The yellow mare on Malice's side leaned in close to the orange colt. "What just happened?"

"I think we're teaming up with the Elementals..." the colt replied.

Both hesitated before eyeing each other.

Celestia headed back to the front door and opened it. "Alright, everyone... Let us get off the streets. We have much to discuss."

Kyra looked back at her and nodded before looking at Malice again. "Come on, sweetie," she cooed, taking the reluctant girl's hand and leading her to the hotel.

The red mare led her daughter inside as the rest of the Skulls simply stood outside, waiting.

Celestia eyed them before nodding. "You all can come in, too. We have plenty of room."

The others all began to smile as they all headed for the front door. When the yellow mare passed AJ she stopped and looked at her.

The orange mare smiled and held out a fist. "Raindrops..."

The mare smiled back and bumped her fist against AJ's. "Applejack..."

AJ then chuckled and pulled her close before quickly, roughly, and playfully running her hand through the mare's hair, messing it up. The mare laughed as Applejack chuckled once more.

"Been way too long, Drops," Dash said before hugging her.

Raindrops gave her a smile and broke the hug. "Waaaaaaay too long..." She then patted AJ's shoulder. "See ya inside, Jackie," she said before heading inside.

Luna looked over at AJ and smiled. "I think this is going to work out just fine."

Applejack nodded. "So do I, ma'am. So do I."

Together Again

Kyra and Malice were seated with the two sisters at a table in the dining room, each one eyeing the other before Celestia broke the silence.

"So, Kyra..." she said. "You seem pretty calm considering what happened and what we put you through... Are you certain there is no longer hostility between us?"

The red mare hesitated before sighing. "I did miss the old gang but I let my own morals cloud my judgement... I wanted different things and I wanted more of them..."

"What about the... celebration party we had?" asked Luna.

The red mare eyed her. "What the rape party?" she asked, tapping the table top with a finger before shrugging. "I personally didn't care... but Gilda and Trixie might take some work..."

"Yes, Gilda was always a most stubborn griffin, was she not?" Luna asked with a smile.

Kyra gave a light chuckled before leaning back in her chair. "I guess we're a team again..."

Celestia smiled and eyed Malice, who was glaring at her like an angry, stuborn kid. "Your daughter doesn't seem to care for us much..."

"Well, she was born after we separated," Kyra explained.

"May I ask who the father was?" Luna asked.

The red mare hesitated. It was obviously a sensitive subject but the mare eventually sighed and began explaining. "He was part of our gang and was killed during one of our fights... Simple as that."

Celestia nodded with a sympathetic look. "I am sorry... That certainly explains where all the hatred came from..."

"Yeah..." Kyra said, sounding a little upset.

"Well, it is most respectful that you raised Malice alone," Celestia said with a smile, placing her hand on the mare's. "Welcome home."

Kyra smiled back and turned her hand over, holding Celestia's hand. "Thanks."

Chrysalis left her warehouse and walked down the docks, stopping at the edge and looking out at the water. Letting out a sigh, she sat down on the edge and let her feet tread in the water. She then stared at her reflection in the rippling water when she felt a hand on her shoulder.

"Mistress," said Nala. "It's upsetting to see you this sad... I've tried everything I can think of to make you happy..." she said, sounding sad. "Is there anything you can think of that I can do?" she asked, kneeling down behind her queen and nuzzling the back of her neck.

Chrysalis let out a sigh as Nala began to gently rub her shoulders. "The fact that you're still alive is what's keeping me going, Nala..." she said, eyes half-closed. "My last child..." She then put her hand on Nala's left hand. "You're doing more for me than you realize..."

The black mare gave the queen a kiss on the neck. "You know I'll never leave you... Ever..."

Chrysalis smiled weakly and turned her head, gently kissing Nala's left hand. "Thank you..."

"No need to thank me," the disguised Changeling said. "You're my mother... I could never leave you..."

"I know... I meant for the kind words..."

Nala smiled. "Anytime, mother..."

8:00pm...

Luna stood in the shower of her and her sister's room, eyes closed, head tilted back, and letting the water wash over her. She then heard the door open and looked over to see Celestia entering.

"May I join you, sister?" she asked.

Luna smiled and nodded. "Of course. No need to ask."

The white alicorn entered and closed the bathroom door. "I know... I still like to," she said as she began undressing. Luna smiled and closed her eye again as she felt the water wash over her. She soon heard the shower door open and her sister enter. After the door closed Luna felt her sister's breasts against her back as she was hugged from behind.

"So, how are things with Fluttershy, sister?" Celestia asked with a smile, placing a kiss on Luna's neck.

"Going good so far," Luna replied. "I just hope I can make her happy..."

"She seems happy," the white alicorn said as she began rubbing Luna's belly.

The blue sister smiled and turned to face Celestia. "It would be rude keep her waiting. We want to try sleeping together tonight."

"Then, you better hurry, sister," the white alicorn cooed as she held her sister by the hips. "It is getting late."

"Of course," Luna said as she gave her sister a kiss on the lips before exiting the shower.

Fluttershy lay in bed as she watched her bedroom door. She was wearing a white nightgown and nothing else. Sudden'y her there was a knock.

"Come in," she called out softly.

The door opened as Luna entered, smiling at her as she wore her own blue nightgown. "Hello, Fluttershy," she said, entering and closing the door.

Fluttershy blushed as she looked over Luna, her gown showing off all her curves. "H-Hello..."

The alicorn walked over to the bed and climbed in, pulling the covers over her before scooting up to Fluttershy. The pegasus blushed as she put her hand on the alicorn's shoulder.

"So... does this feel right?" Luna asked.

Fluttershy blushed a little more. "Um... W-Well, it... doesn't feel wrong..."

"Is it too soon to tell?"

Shy nodded shyly. "Mm-hmm..."

Luna then began running her figners through Shy's hair. "Then we will give it more time."

The pegasus smiled and nuzzled Luna. "Thank you for the chance."

"Of course," Luna cooed, hugging the mare tightly. "Now, let us get some sleep... Busy couple days ahead."

Shy nodded and yawned. "Good night, Luna..."

The alicorn closed her eyes and nuzzled the top of Shy's head. "Good night, Fluttershy..."

4 Days Later, Twilight Returns

Applejack sat on the staircase near the lobby, watching Kyra talk to others. Just then she saw Cadence sit beside her on the steps.

"Concerned about letting her out?" the pink alicorn asked.

AJ shrugged. "Ah dunno... Ah mean she seems to be doing fine..."

Cadence smiled and watched the red mare. "Well, if she's doing fine then we can let another out of the cells."

"Damn, ah wonder what Twilight's gonna do when she gets back..."

"Well, we have four days," Cadence replied. "Plenty of time to get another one sorted out, right?"

4 Days Later...

Twilight lay on the floor of Flog's van, wearing her mistress outfit. "Well, that certainly was one of the best experiences ever... I just wish Midnight could've come..."

Sterling giggled from her seat, having gotten into a set of jean shorts and a bikini top. "Yes, that would have been fun... Two mistresses... What do you think, Dashie?"

The cyan mare was knelt near Twilight, smiling as she looked at the drake. "Oh, that sounds like fun..." The pegasus was wearing a pink skirt and light blue sleeveless shirt.

Sterling giggled, nodding and looking up to Flog and Jade. The green mare was dressed in pajama bottoms and the foal-ish "Lil' Stinker!" shirt on. There was also soft crinkles every time she shifted, letting others know what she had on underneath her jammies.

"So, little Jadey..." Sterling started. "You seemed quite happy with your week. Enjoyed all the attention you got?"

"I did, yeah..." Jade said with a smile. "Though, I would like to get back into real clothes after spending a week as a baby."

"Yes, yes, I know you would. But your punishment doesn't end until tomorrow morning..." Flog said, reaching over and giving her lap a pat, making it crinkle loudly.

"I know, master," Jade said.

"I wonder how things are back at the hotel..." Twilight thought aloud.

"I'm sure things are fine..." Dash replied, sounding quite sure.

Sterling smiled at them as she stretched her legs out, yawning. Dash then leaned in and gave the sole a kiss. Twilight sat up and looked at her, smiling.

"I didn't know you liked feet..." the unicorn said.

"I just appreciate a good body," Dash explained. "Hands, feet, tits, ass..." she said, before licking up the sole.

Sterling sighed smiling.

"You like?" Dash asked, giving the foot bottom another lick up to the toes.

"Mmmm, it's nice... Like one of Flog's massages..."

"Oh, he licks your feet, too?" Dash asked before sucking on the big toe.

"Not often, but your wet tongue makes it feel like the oils he uses..." Sterling cooed as Flog chuckled.

Dash smiled and licked over the other toes before resuming licking her sole.

"Hmm... I should make her do this when we get back..." Twi thought aloud.

"Remember, Twilight..." said Dash. "You're only my mistress when we're with Sterling."

"I know..." Twi said with a chuckle. "Maybe Midnight would like her feet licked..."

Sterling giggled as she listened to them.

"Maybe you could do that," Dash said with a smile.

"Yeah, maybe..." said Twilight, watching as Dash licked up the top of Sterling's foot, dragging her tongue across the drake's leg and towards her crotch.

Sterling gave her a small look. "Now, Dashie I'm going to need these pants dry when we get back... Flog needs me to do a few deliveries," she said, moving and locking her legs so Dash couldn't move forward or back.

The cyan mare looked up at her with her eyes, placing her hands on the drake's legs. "I'm, uh... stuck..." she said as she felt Twilight's hands on her waist. "Um... Twilight?" she asked.

"Uh-huh..." the purple mare replied. "Your little performance just now was quite the turn-on..."

Sterling giggled as she let Dash's neck go. "She's all yours, mistress."

Twilight smiled as she lifted Dash's skirt with her left hand, using her right hand to align her cock to the mare's slit. "No, panties? I think someone needs to be punished..." she cooed, rubbing her head against the mare's lips.

Dash let out a moan as she wiggled her ass a little. "Maybe I do," she said with a smile.

Twi grinned before realigning her cock to Dash's ass before pushing it in. The cyan mare let out a gasp and bit her lip with a low moan.

"Mmm, so tight," Twilight cooed before moving her hips back and forth.

The pegasus pressed her cheek to the van's floor as she moaned, ass up as Twilight pounded it with her hips.

After a few minutes Twilight grunted loudly and Dash began feeling her tight hole being filled to the brim with the purple mare's load.

"Oh, shiiiiiiit," Twilight moaned, panting as she fell on Dash.

Twilight's cock began to soften and then slipped out of the mare's ass. Some of her load began to pour out and onto the van's floor.

"Always nice to... feel your cock..." Dash panted, making Twilight giggle.

Sterling giggled from her seat, an eye cracked open to watch them as she seemed to be nodding off.

Both Twilight and Dash rolled onto their sides and began to sleep as well.

"Wake us up when we... get back, okay?" Twilight asked with a yawn.

"Will do," Flog called.

Later...

Twilight and Dash entered the hotel, stopping instantly when they saw Kyra walking around while Celestia was talking with Deva.

"What... the fuck?" Twilight asked, staring at them.

The New Threat

Twilight and Dash entered the hotel, both having had changed back into normal clothes. They stopped instantly when they saw Kyra walking around while Celestia was talking with Deva.

"What... the fuck?" Twilight asked, staring at them.

Celestia and Deva looked over at them

"Twilight Sparkle," replied the alicorn. "Come here, please."

Twi eyed Dash before walking over to them. "No disrespect, ma'am, but..." she said, her eyes slowly going to the gray mare. "Why?"

"We are attempting to rejoin our group," Celestia explained. "Deva and I were just remembering the past."

"Mmm, the good ol' days," Deva replied with a smile, crossing her arms in front of her chest.

Twilight stared at her before looking passed them as Kyra entered the dining room. "So, we're just... letting them all walk around?!" she exclaimed.

"Only one at a time..." Celestia continued explaining. "And only when the previous one has agreed to rejoin us."

"Is it possible that they're... lying?!"

"Look, I know you don't trust us..." said Deva, eyeing Twilight. "But, you don't know us. You just met us."

"She is right, Twilight," Celestia agreed. "Do not forget that you first met them while they were on the other side."

Twilight looked between the two mares before sighing defeated. She then slowly held out a hand towards Deva. "Partners?" she asked, clearly sounding unsure about this situation.

Deva smiled and took her hand. "Partners."

Both mares shook before letting go. "There was actually something I wanted to do when I got back," Twi said, looking at Celestia again. "I'll go say hi to Midnight and head out, okay?"

"Of course, Twilight," the alicorn replied with a smile. "She's missed you."

The unicorn gave her a warm smile. "I missed her, too..." she said, before looking at Deva. "If you'll excuse me," she said politely before walking passed them and up the stairs.

Celestia and Deva then looked over at Dash, who was still standing by the door. She then waved at Deva with a surprised look plastered on her face.

Twilight entered her new room and looked around. It was about four times the size as her old room and had a kitchen section in the back corner. The room was like a square. The main room was an L-shape which took up 3/4 of the room while the bedroom was the back-right section. There was a large flat screen on the left wall with couches in front of it.

"Holy shit..." Twi said, closing the door and walking towards the center of the room. "This place is amazing..."

Just then the bedroom door opened and Midnight came out. "Twilight!" she cheered happily, running up to her and hugging her.

Twi giggled and hugged back. "Hey, Midnight... I missed you..."

The black mare smiled. "Didn't forget about me with all that sex going on?"

"You kidding?" asked Twilight, kissing her neck. "I spent the whole time wishing you were there with me..."

"Well, that's not really my thing..." Midnight explained, pulling back from the hug. "I'm a one mare kinda girl."

The unicorn nodded and held her hips. "I do have one more thing to do before we spend some quality time together... Shouldn't take too long, okay?"

Midnight nodded and leaned in, kissing Twilight on the lips. Both mares tongue-wrestled a little before pulling away.

"Not too long?" Midnight asked.

Twilight smiled. "Not long at all," she confirmed, giving her mate a quick peck on the lips before backing up. "I'll be sure to make this night a special night, too," she said with a giggle as she opened the door.

"You'd better, Miss Sparkle," the black mare said in a fake scolding tone.

The unicorn giggled and left, blowing a kiss to Midnight, who simply smiled and headed back into the bedroom.

A colt in a lab jacket flipped a switch, sending sparks shooting up wires from the switch to the ceiling. He then looked around the room as other colts in lab coats gathered around a test tube with a naked red mare floating inside. There were also guards nearby, each one carrying an assault rifle in case the experiment got out of control.

"Is she ready?" a scientist asked.

Another scientist nodded. "We're lucky the move from Manehattan didn't damage her."

The mare in the tube twitched a little.

"Oh, look," a third scientist said, stepping up to the glass. "She's waking up."

Just then the mare's eyes shot open and punched the glass, shattering it as she grabbed the scientist by the neck. There was a sickening snap before the colt hung limp from her grasp. All the guards suddenly raised their guns before a yellow colt scientist stepped in the way.

"Wait!" he said, making the guards hesitate. He then turned to the red mare, who was squatted over the dead scientist. "No one harms her," he said, kneeling down as the mare gave the dead colt's neck a lick. "Behold, everyone... The world's first... real succubus..."

Twilight walked through the halls of the hospital before finding the room she was looking for. Once entering, she gave a light smile.

"I hear you're doing just fine," she cooed.

The black mare in the hospital bed looked over at her. "Y-You?" she asked, still sounding weak.

Twi smiled and walked over to her. "Hey, Rogue," she said, pulling up a chair and sitting down. "How ya feeling?"

"Um... Bruised, but... the doctor's say I can leave soon..."

Twi nodded and looked her over. "Certainly look like you're healing."

"I am..." Rogue then coughed. "You know... you didn't have to remove my clothes to make me look like a rape victim... right?"

The unicorn let out a light chuckle. "Yeah, that part was just for fun, really..."

Rogue gave a light smirk at that. "So, why did you come? Just to see how I was doing?"

"Yes... However, I just recently found out that the Elementals is getting the old gang back together. Perhaps they'd let you back in, too."

"I'm an outsider..." Rogue explained. "I joined up after they split."

Twi nodded and sighed. "Well... Whenever you get out of here, come find me at the hotel. I'll get them to let you in... if that's what you want."

"Wh... What?" asked Rogue, sounding surprised. "Y-You'd do that for me?"

Twi gave her a smiled. "Everyone needs a friend, Rogue."

The black mare nodded and smiled. "Thank you."

The unicorn nodded and stood up. "Get well soon, okay?"

"Alright, Sparkles."

Twilight giggled and gave her cheek a light pat before walking away. Rogue watched her go before laying her head back down, closing her eyes as she slept with a smile on her face.

Candlelight Passion

8:30 PM

Twilight entered her and Midnight's suite carrying a bag filled with stuff she brought to the Sexpo. She then closed the door and looked around, dropping the bag on the floor.

"What the..." she thought aloud in awe, looking around the room.

The lights were off, windows closed, and candles sat out on the kitchen table. There were also candles by the small table near the door on the coffee table in the living room area by the TV.

"You like?" asked Midnight as she stepped out of the bedroom, wearing a white nightgown.

"What is all this?" asked Twilight, looking around the candlelit room as she made her way towards the black mare.

Midnight smiled and walked towards her, too, the two meeting in the middle of the room. "I can't do something special for the mare I love?"

Twi looked her in the eyes and smiled. "Wow, I... never expected this from you, Midnight," she cooed, holding the mare by the hips.

"I just wanted to prove that... this was all real, ya know?" Midnight explained. "That I really love you."

"But, I already knew that..." Twi cooed, gently rubbing Midnight's cheek. "I really love you, too."

Midnight smiled and placed her hands on Twi's shoulders, leaning in and kissing. Twi kissed back as she held the black mare closer, sliding her right hand to the mare's back and rubbing.

"Do I kiss better than the other mares?" Midnight asked, sounding slightly desperate.

Twilight went wide-eyed slightly before she broke the kiss to look the mare in the eyes. "Is that what this is all about? You're worried I might leave you for one of those other girls?"

"W-Well..." Midnight said, looking down slightly in shame. "It's just... you're a mistress, Twilight... You have those two at that sex shop and then all those at the Sexpo... You could have anyone whenever you want... Why settle for just me?"

Twi hesitated in thought, going through what the mare had said and realized how bad this probably looked. She then let out a sigh and placed a finger under Midnight's chin, making her look her in the eyes. "It's different, sweetie... My love for the others only goes as far as a brother-sister relationship... or friends with benefits. It's simply fun. Like a game of tag. Being able to have sex with anyone is a fun ability to have... but I don't wanna spend the rest of my life with them. With you there's a connection... I feel something... But, if it would make you happy, I'll stop..."

Midnight gasped softly. "You'd... give it all up... for me?"

"Of course, silly," Twilight giggled. "I love you. I want you to be happy."

The black mare smiled as she thought, before coming to a conclusion. "I can only be happy if you're happy..."

Twi giggled and rubbed their noses together. "And, I can only be happy if you're happy..."

Midnight chuckled and sighed happily. "Keep doing you're thing, Mistress Twilight..."

"Are you sure?"

"Mm-hmm," Midnight replied with a nod. "I just needed to know how you felt about all this... About me..."

Twi nodded and held Midnight's hips again, slowly backing her up against the wall. "And, there is something the others will never get from having sex with me..."

Midnight let out a cute grunt as she was backed into the wall. "What's that?"

"Passion," Twi replied, leaning in and kissing her.

Midnight shuddered slightly in arousal at hearing this. She kissed back as she leaned into the mare, holding Twi's hips. After a few more minute of kissing and tongue wrestling Twilight broke the kiss and backed up a few steps, kicking her shoes off as she did. She then pulled her top off and dropped it on the floor, revealing that she wasn't wearing a bra. She then undid her shorts and pulled them down before kicking them off, revealing that she also was without panties.

Midnight then looked over the mare's body as all her curves and contours were lit up by all the candles, making her look exceedingly sexy. It didn't even matter if her tits weren't the biggest. They still looked amazing on her. The black mare then smiled and pulled her nightgown off, dropping it on the floor beside her as her own naked body was being lit up by the candles. She then walked over to Twilight before the two hugged tightly and kissed, their naked bodies rubbing against each other.

Midnight felt Twilight's flaccid rod rub up against her thighs as they kissed, making her let out a soft moan. She then reached down and gripped Twilight's ass, rubbing both cheeks as she pulled their hips together.

Twi smiled as she knew what Midnight wanted before hugging the black, slowly getting to her knees. Midnight followed her before Twi laid the black mare on her back, before climbing atop her.

"I know what you want, Nighty..." she cooed.

Midnight bit her lip and smiled, pushing her hips into Twilight's. The unicorn let out a giggle and reached between her legs, gripping her cock and stroking it as she let out moans. Midnight smirked and reached down, knocking Twi's hand away before stroking the thick piece of meat herself.

"Allow me, Twi," she said, jerking the mare off as she felt the rod harden in her grip. Twi let out soft moans of pleasure before she felt her cockhead rub against her lover's pussy. "Go on,, baby... Push it inside me..."

Twilight smiled and placed her hands on the floor by Midnight's head before pushing in, both mares letting out moans as wi arched her back slightly. She then leaned back in and kissed the mare deeply on the lips as she began moving her hips up and down. Twi then placed her hands on the mare's shoulders and ran her palms down her arms. When their hands touched they interlocked their fingers and held on tightly.

The unicorn's thrusts became more frequent as the time passed when she suddenly arched her back again, her mouth opening wide in a silent moan as her tongue hung out. Midnight then tilted her head back, her own mouth opening a little in a silent moan as well as she felt Twi's load shoot into her.

Twi then looked down at her lover, panting softly as both mares were now sweating, both from the sex and from the candles. Midnight reached up and rubbed Twilight's back. She then sat up and wrapped her arms around the mare before falling forward, putting herself on top now. Twi giggled as she looked up at Midnight, who looked down at her with a happy smile.

"I love you, Twilight..." the black mare said, leaning in and kissing her neck. "I love you so much..."

Twi smiled widely as her lip quivered a little. "I love you so much, too..." she cooed, closing her eyes as she nuzzled the mare's neck.

Meanwhile...

The yellow colt scientist was now seated in a room about the size of a normal bedroom. It was completely empty apart from the succubus who was still feasting on the scientist she had killed. The seated scientist wrote stuff down on a clipboard before setting it down and looking at the succubus, who was finishing her meal before looking at the yellow colt.

"Hello," the colt said, getting out of the chair and to his knees. "Can you understand me?" The nude mare crawled towards the colt a little before stopping and tilting her head, her eyes having an animalistic look to them. "Can you understand me?" the colt repeated.

The succubus eyed the floor before looking at the colt. "Y-Yes... I can," she said in a voice similar to Luna's, only a little less deep.

"Oh, you can speak," the colt said with a smile. "Very good. Now, do you know what you are?" The mare looked away as she tried to think. It was obvious she was still getting used to existing. "You're a succubus. A breed of demon which uses sex and blood to stay strong and healthy."

"Blood and... sex?" the succubus asked.

"Yes. During an orgasm, one's heart rate is exceedingly increased. If you want blood, that's when you take it. You will also get energy from sex but only small amounts. Just enough to get you by but not enough to give you strength."

The red mare nodded as she looked at the colt, who had picked up the clipboard to write more stuff down. After a couple seconds a thought popped into his head.

"I wonder if you even know what sex is..." he thought aloud, before feeling something bump his crotch. He set the clipboard down and looked, seeing the succubus with her face in his crotch. He let out a chuckle and did nothing, with fear of her assaulting him. "I see you have the basic instincts right now... I'm sure it'll all come to you eventually."

The succubus then dragged her nose up the colt to his face before looking him in the eyes. "I like you," she said plainly.

The colt smiled lightly. "I like you, too," he said.

The mare hesitated before pulling away and quickly crawling back to the torn apart colt. She then pulled off a chunk of meat from inside the corpse and began eating it.

Ruby

The yellow scientist left the room with the succubus in it and was greeted by a purple colt scientist.

"Tell Stone Shard I'll sign off as her permanent guardian," the yellow colt said.

"You sure?" asked the purple colt. "You sure she won't tear into you like the other one?"

"I'm sure, Tide. Just give me the form."

Tide smiled. "As you wish, Sunny... Just don't come crawling back to me when she rips off your legs."

Sunny chuckled. "I'm sure it won't come to that..."

The purple colt rolled his eyes before walking away. Sunny then eyed the door of the room where the succubus was.

Trixie and Lightning Dust looked around the cell as Trixie let out a yell. "Ah! Trixie can't take this anymore! I need out!" she yelled, holding her head.

Lightning jumped at the sudden outburst before holding her by the shoulders. "Relax, Trix... They're letting us out, remember? It won't be long now."

"But, it's taking forever!" Trixie complained.

Lightning then forced her on her back and climbed atop her. "You need to CHILL!" she yelled, making Trixie shut up instantly. "If you freak out and assault whoever comes to let us out then we're never getting out of here. Now, I don't know about you... but, I'd rather become a team again than waste my life away in here!"

The blue unicorn hesitated before sighing. "You're right... Trixie apologizes..."

Lightning then leaned in close to Trixie's ear. "And, you can talk normal when you're with me..."

Trixie smiled. "I'm sorry."

"Better..." Lightning cooed, before leaning in and kissing the mare.

Trixie shuddered and wrapped her arms around the mare's neck and her legs around Lightning's legs.

"Whoo! A show!" Gilda cheered, standing up and gripping the bars as she watched.

Amanté rolled her eyes as she lay on her back in her cell. Sunset Shimmer looked over at them and smiled, reaching between her legs. Gilda also began to rub herself and gripped her right breast with a moan.

Sunset Shimmer looked to her left at Amanté's cell. "Hey," she said, crawling over to the bars and standing up. "Amanté?" The black mare looked over at her and saw Shimmer spreading her dripping pussy. "Come on... Help me out here..."

Amanté hesitated before sighing. "Alright..." she said as she sat up and crawled over to the bars.

Once there, she pressed her face to the bars and stuck out her tongue, licking away at the mare's slit and making her moan.

Meanwhile, Gilda had dropped to her knees and was pushing a talon into her own slit, moaning loudly.

"Oh, that's it..." she moaned, still watching Trixie and Dust.

Suddenly, Applejack walked in and stopped, letting out a chuckle. "Holy shit, ya'll."

Every mare and griff immediately stopped and looked over at her. "Oh, don't let me stop ya. Keep goin'..."

"Which one of us is next?" asked Trixie, holding Lightning's face against her crotch.

"Amanté," Applejack replied, walking over to the black mare's cell.

"Oh, come on!" Trixie groaned.

"You seem to be passing the time pretty well..." AJ said with a chuckle as she pulled the key from her pocket and unlocked the cell. "Besides, ah was told ya'd be next, anyways, so..."

Trixie smiled and pushed Lightning's face deeper into her slit out of happiness. Applejack eyed her with a chuckle before opening Amanté's cell.

"Ready?" asked AJ.

The black mare gave one last suck on Shimmer's slit before pulling away and standing up. "Of course," she said, walking to the orange mare.

Sunny opened the door to his quarters at the lab and entered, shutting the door behind him. When he turned the light on he was tackled to the wall by the succubus. Her hands and feet were pressed to the wall, trapping the colt as she opened her mouth, revealing monstrously sharp teeth. After about a second, however, she closed her mouth and looked him over.

"Oh... You..." she said, before leaping at the ceiling and squatting down on it.

The colt's heart rate returned to normal as he looked up at her. "I see your powers are developing. You can walk on walls and ceilings now..."

"Fun..." the nude succubus replied as she crawled around a little.

"So, it's now official," Sunny said with a smile. "I'm your guardian now. Meaning I will be the one who takes care of you and keeps you under control."

The succubus hesitated as she stared at him. "I like you," she said again.

Sunny chuckled. "Which is why I took this assignment," he said, heading to the bathroom door. "Now, try not to cause any trouble while I take a shower, okay?" he said as he opened the door.

The succubus looked at him before quickly and silently crawling across the ceiling towards the bathroom door. As the colt entered the succubus crawled in over the top edge of the doorway and onto the ceiling of the bathroom. Sunny then shut the door with a sigh, not knowing he was being watched as he began to undress.

He took off his lab coat and hung it on the door before taking off his white shirt, tossing it onto the toilet. He then slipped out of his pants and boxers, tossing them with his shirt. The succubus eyed the colt's junk with hungry eyes as Sunny stretched. He then went to the shower and turned the water on. When it began to steam he stepped in with a happy sigh, closing the curtain.

The succubus then dropped to the floor and crawled over to the shower, watching the silhouette of the colt against the curtain. Once she saw him turn to face the wall she slipped inside and then slowly stood behind him. Sunny didn't even notice her as he let the water wash over his face. After a brief moment he turned around and opened his eyes, letting out a yell of surprise as he found himself looking into the crimson eyes of the pseudo-demon.

"Oh... damn..." he sighed, quickly realizing who it was. "What are you doing in here?" The succubus tilted her head before leaning in and sniffing his shoulder, her D-cups pressing to his chest. "I thought I told you to wait in the bedroom..."

The mare then looked him in the eyes. "You no like me?"

Sunny started to say something but sighed. "That's not it all... I just..." He then looked her over and sighed. "All right... You can stay in here..."

The mare smiled lightly and looked down at the colt's hard junk, quickly getting to her knees.

"Oh, boy..." the colt said, watching her.

She looked over the twitching meat, leaning in slowly before opening her mouth, revealing her sharp teeth. The colt gasped and grabbed her shoulders, kneeling down.

"No no no..." he said before chuckling. "That's not how to do it..."

The mare closed her mouth and tilted her head. "Then... How?" she asked.

"Um..." the colt said, trying to think how to explain this. "Oh..." he said. "May I see your hand?" he asked, reaching out and gently taking her wrist. The succubus looked at what he was doing before looking him in the eyes again. Her lack of resistance told him it was okay, so he held her hand near his face. "This is how you do it..." he said, before wrapping his lips around the mare's thumb.

He then bobbed his head up and down, pretending the thumb was a cock. He then pulled away and smiled. "See? No teeth. Just lips and tongue," he explained. "And notice how it's still attached and unharmed? That's most important. Understand?"

The mare looked at her thumb and then at the colt's dick, nodding. "Yes."

Sunny hesitated before standing. "Alright... Same goes for these," he said, patting his ball sack. "No teeth. Just lips and tongue."

"Okay," the mare replied, leaning in again and opening her mouth.

This time her teeth stayed normal as she wrapped her lips around his shaft, pushing down so her lips touched his crotch as his cock slipped down her throat.

"H-Holy fuck..." Sunny moaned, feeling the succubus deepthroat his cock with ease.

She then began to quickly bob her head as she slurped and gulped, making lewd noises as it sounded like she was devouring his cock. Sunny pressed his back to the wall and moaned out, his legs feeling weak.

"H-Hold on, I... I gotta sit down..." he said as the succubus kept sucking.

He then slid down the wall into a seated position, his cock slipping out of the mare's mouth. She tilted her head and licked her lips, looking down at the cock. After hesitating in thought she smiled, crawling into the colt's lap. Without hesitation, she raised her hips and slammed them down on his crotch. The colt moaned as he felt his rod enter her pussy and held her waist.

"You don't... waste time... do you?" he said with a chuckle as he began to thrust into her.

The mare moaned out and began to quickly move her hips, riding the colt somewhat roughly as she placed her hands on his shoulders. After a bit more riding, the mare let out a moan as demon wings shot out of her back and a tail grew above her butt. Sunny went wide-eyed as he looked at her new form but didn't stop fucking her.

"Damn... I guess you can make those come and go when you please..." he said in awe, wishing he had his clipboard.

The mare kept riding him a little while longer before the colt grunted, firing his load deep into her pussy. The succubus let out a loud moan as she felt the energy course through her, sighing happily before looking the colt in the eyes.

"I like you..." she repeated.

Sunny smiled and rubbed her butt. "I like you, too."

"I won't eat you."

The colt chuckled. "That's good to hear."

"We have sex often?"

Sunny smiled. "If you want." The succubus rested her head on the colt's shoulder. It wasn't out of exhaustion but more for comfort. "We will need a name for you, though..."

"A name?"

"Yes... How about..." Sunny thought aloud. "Um... Cinder?" The mare stayed quiet as the colt shook his head. "No, you're not hot... I-I mean you're not fire based," the colt said quickly. "No fire powers. So Cinder wouldn't really work... Um..." He then looked over her body. "You're Red... What about... Ruby?"

The mare lifted her head at this to look him the eyes. "Ruby?"

"Yeah, do you like that?"

The succubus hesitated in thought before smiling. "Ruby..."

"Ruby, it is, then," the colt said with a chuckle.

The mare then rested her head on his shoulder again, kissing him on the neck. "Master..." she cooed, pressing her chest into his as she kissed his neck.

Sunny let out a silent gasp but did nothing except wrap his arms around her, holding her close.

The Job / To Find A Colt

The Next Day...

Twilight sat with Dash in her car, the two parked on the side of the road as they just waited for something to happen.

"So, how's Midnight?" asked Dash, eyeing Twilight with a smile.

"She's good," Twi replied. "She's cool with the fact that I'm a mistress. She was actually worried that I would leave her for one of the others at the Sexpo... I had to reassure her that she was the only one I wanted to spend the rest of my life with."

Dash hesitated, eyeing Twilight. The unicorn's phone suddenly went off with the ringtone Twilight set for Bit & Bridal's number.

The purple mare smiled at Dash and answered her phone. "Mistress Twilight speaking..." she cooed in a sexy voice as she gave Dash lusty eyes.

The cyan girl rolled her eyes and looked out the window.

"H-Hello, mistress..." mumbled Sterling, sounding unnaturally meek.

Twi's expression turned to slight worry as she sat up straight. "Sterling, sweetie?" she asked. "What's wrong?"

This got the cyan mare's interest as she looked over at her passenger.

"I... It's Flog... He didn't come home yesterday... And he's not answering his phone... Me and Jade are getting real worried!" the drake called, sounding ready to cry.

"A-Alright, just... I'll be over as soon as I can, okay?" said Twi, trying to calm the dragoness down as Dash put the car in drive and sped off.

Meanwhile...

Sunny let out a yawn as he opened his eyes, which immediately shot open as he found himself face to face with Ruby.

"Um... Hello..." he said. "What's up?"

"I watch you sleep," the mare replied.

"Yes, you did..." the colt said with a chuckle. "Now, get up. Today, I tell you what your job is."

"Job?" asked the mare.

"Yes. I'm your master, right?"

"Right," the succubus confirmed.

"And, I have a job for you," he said with a smile. "Something I need your help with."

"Help?" asked the pseudo-demon. "With what?"

"Well... New Horizons is into a special kind of experimentation... and there are some people in this city who will most likely interfere with us. We need them stopped before they can cause any trouble."

"Who needs to be stopped?"

The colt smiled. "Boss said it was a group named... the Elementals..."

It didn't take Twi and Dash long to reach the Bit & Bridal where Sterling paced out front.

Dash was just barely able to put the car in park before Twilight opened the door and ran out. "Sterling!" she called, running up to her. "I'm here..."

The tall dragoness picked Twilight up in a crushing hug. "I'm so scared, Mistress..." she mumbled before putting Twilight down.

The mare put a gentle hand on Sterling's cheek. "It'll be okay, alright? Dash and I will go get him back, just... Just tell me where he went..."

"He said he was going to Golden Leaves to get his watch fixed," the dragoness said, nuzzling Twilight's hand.

Twilight smiled and rubbed her cheek more. "I'll get him back, okay?"

Sterling nodded, wiping her eyes. "M-Me and Jade will be here... She's taking this worse than me."

Twi raised an eyebrow. "Is that possible? What's she doing?"

"She's gotten it in her head that he's gone because of her... And has locked herself in the playroom to punish herself alone when I refused to do it..."

"Wh... Why would she think that?" Twilight asked.

"I don't know..."

Twi nodded. "Keep trying to talk to her... Dash and I'll be back as soon as we can," she said before, kissing the dragoness on the lips. She then took off towards the car.

Sterling gave them a wave before heading inside.

New Horizons...

Sunny opened his wardrobe and pulled out a black cloak, bra, and panties. "I got these for you, Ruby," he said, turning to face her. "For when you go out in public."

The red mare crawled over to him. "For me?"

"Yes, for you," Sunny said with a smile. "Also, you should learn to walk like us," he said. "To avoid any unwanted attention."

Ruby nodded. "Okay."

Sunny smiled and set the clothes down before kneeling down in front of the succubus. "Alright, so..." the colt started, taking the succubus by the hips. "Let's stand up, keeping your feet on the floor." Ruby nodded as they both began to stand up, the mare doing as told and keeping her feet grounded. "Very good," Sunny cooed. "This is how we walk. Standing upright like this, okay?" he asked.

"Okay, master," Ruby replied.

"Now, can you walk a little for me?"

Ruby nodded and backed up, wobbling slightly but soon finding her balance. She then walked over to the bed and sat down facing the colt.

"Good girl," Sunny cooed, before holding up the black clothes. "Now, time to try these on, okay?"

The mare nodded and stood up ass the colt walked up to her. He set the clothes on the bed before picking up the bra.

"Arms forward," he said, waiting as the succubus did so. "Good." He then slipped the straps on, positioning them over her shoulders before hooking the bra in the back. "Now, to straighten it out..." he said, gripping the front and positioning it on her breasts so they looked neat. "How's that feel?" he asked.

Ruby smiled as she watched his hands. "Good."

Sunny then picked up the panties. "Sit down on the bed," he instructed as the mare obeyed, looking up at him. Her eyes then followed him as he knelt down, holding the panties by her feet. "Step into the holes," he said as the mare did so. "Good girl," he complimented, pulling them up her legs and over her slit. "There. You're clothed. What do you think?"

The mare stood up and spun around as she tried to get a good look at herself. "I like it."

"Good. Now for the final piece," he said, picking up the cloak. "Face me."

"Okay," Ruby said with a smile as she turned to face him.

The colt then draped the cloak over her, tying the small ropes near the front of the neck together to hold the cloak shut. "How's that?" he asked. As she stood still, the cloak covered her entire body, apart from her feet.

Ruby parted the cloak with her hands as she gripped the sides and spun around. "I like it, too," she said with a smile.

"It also has a hood, too," said Sunny, gripping the hood and pulling it over her head. Ruby smiled and looked at him. "Now, let's get out there. There's something I need to show you..." he said, heading to the door and opening it. "Come," he said, holding out his hand.

The succubus smiled and walked over to him, taking his hand.

Dash pulled up to Golden Leaves and parked the car. Twilight then got out, her hand on her holster as she looked around. Dash got out, too before heading to the side alley.

Twi eyed her. "Where you going?"

"Sterling said he was missing..." she said, pulling her gun. "Right?"

Twilight nodded and headed to the alley. "Think he's in trouble?" Dash nodded as the two headed down, Twi pulling her gun and looking around. "Flog?!" Twi called.

Further down the ally the two spotted a pair of legs sticking out from behind a dumpster.

Twilight went wide-eyed slightly as she took off, Dash following right behind her. The purple mare then went around behind the dumpster and gasped, kneeling down. "Flog!"

The colt lay there with a nasty black eye and a dried bloody nose. Looking closely, Twilight could see he was breathing.

Twi placed her hand on his cheek. "Flog?" she asked as Dash looked around for signs of the attacker. "Flog, wake up," she said loudly.

The colt groaned as he awoke. "Oh... My head."

"Oh, thank fuck you're alright..." said Twi, helping him to a seated position, supporting his back with her hand. "What happened? Sterling's really worried... Jade, too... She's locked herself in the playroom..."

Flog let out a few groans and grunts as he felt around his person, before pulling out a busted phone. "Shit..."

Twi pulled her own cell out and held it out. "Need to use mine?" she asked.

Flog nodded, taking it and quickly dialing. "Yes, Jade, it's me... No, it's not your fault... I just had an issue... Yes, now let Sterling in and I will be home later... I love you, too." Flog then held the phone back out to Twilight. "Thank you."

Twilight smiled. "There's still the reunion... Now, ready to head back?" she asked.

"Not yet..." Flog grumbled as he stood up.

Twi looked up at him before standing. "What do you mean? Your girls were worried sick... They want you back..."

"They know I'm alright and that I will be back later... First, I want what was taken from me," the colt said, popping his shoulders and wiping the dried blood from his nose.

"And, what was taken?" asked Dash, looking over her shoulder at him.

My car... And two custom made gold charms."

Twi smiled. "Charms, huh?" she asked. "Well, any idea where they went?"

"Well, I assume with my muggers and car... Can I borrow your phone once more?"

Twilight took out her cell. "Here," she said, holding it out.

Flog took it and tapped around for a few minutes before smiling. "Bingo. GPS is still on. My jeep is a few blocks from here, on Gloom Street," he said, showing them.

Twi took the phone and gave it to Dash. "Let's go get 'em," said Dash, heading back towards her car.

Twilight held her hand out to Flog. "Need help? Or you good?"

"No, I'm fine... But, perhaps one of you might know where I can pick up a .44 revolver? "

Twilight started waling after Dash. "There's a gun shop a little ways away from here... but it's in the opposite direction... You don't mind a little detour, do you?"

"No, I don't mind... But, could I borrow some cash when we get there? Seems that I don't have any..."

"Sure," said Twilight. "We got tons..." She then got in the passenger seat beside Dash, with Flog following and getting in the back.

When the group got to the gun shop Twilight and Flog headed into the shop as the mare turned to face Flog. "Pick anything... or do you wanna stick with a .44?"

Flog looked around for a few moments before stopping and pointing to a sleek .38 special revolver. "That will do..."

Twilight smiled and took it off the wall. She then paid for it and left. "Come on..." she said, handing the gun to Flog. "Let's go huntin'!"

Flog nodded as he loaded his weapon. Twilight climbed back into Dash's car. When Flog climbed in, Dash sped off towards the location of Flog's car and goods.

Sunny watched them drive off from a nearby car. "There they go. That cyan mare is a known member of the Elementals. I assume that means the purple one is with them as well..."

Ruby watched them with her hood on. "Elementals..." she said, her crimson eyes looking the car over as Sunny put the car in drive. "Must be stopped..."

"That's right, Ruby," Sunny said with a smile. "Whatever it takes..."

Aqua

It took them less than half an hour before they pulled to a stop near a cheap, ratty house. Flog pointed next to the house where a deep black-green jeep sat. "That's mine."

Dash parked on the side of the road before Twilight got out. "It's game time, then..."

Dash left the car, too, looking around. "This place is a shithole..." She then closed her door, looking at Flog. "Shall we?"

He nodded, stepping out of the car.

"Want us to come with you?" asked Twilight. "Or would you like to do this yourself?"

"The more the merrier," Flog said with a smile.

Twilight smiled and patted his shoulder. "Then, let's go..." she said, turning and walking towards the house, Dash and Flog following.

Once they were closer, Dash peeked in a window seeing a colt and a blue mare saving sex while a second colt recorded them with a video camera. Looking at the mare she saw a set of gold heart shaped charms hanging from a chain on her neck.

"Flog?" asked Dash. "How many jumped you? Two colts?" she asked, eyeing the colt.

"And a mare."

"Mare jumped you, too, huh?" asked Dash, cocking her gun. "Ready for entry?"

Twilight smirked and slide up beside the door, holding her gun up, ready to fire.

Flog stood behind Dash. "Ready."

Dash nodded and kicked the door open. The mare let out a gasp as she fell off the colt, who looked over at Dash.

"The fuck?!" he exclaimed as the other colt pulled a gun from his pocket.

The cyan mare entered quickly as she shot the dressed colt, the blue mare diving into the kitchen in the back as she took cover behind the counter.

The naked colt squealed as he received a shot between his open legs from Flog.

Dash looked over at him and went wide-eyed briefly. "Wow, Flog... That's fucked up..." she said, staring at the ruined dick.

"Damn..." said Twilight, stepping in. "Never seen that before..."

"No one takes things meant for my girls..." Flog growled, putting a round in the squealing colts head, shutting him up.

Twilight looked around. "Anyone see where that mare went?"

Dash nodded. "The cowardly bitch ran out back into the kitchen..."

"She had Ster an' Jade's gifts around her neck," Flog said, pointing his gun towards the kitchen.

He could hear faint, heavy breathing, which was most likely coming from the mare.

"Yep," said Dash, hearing it, too. "What a coward..." She then looked at Flog. "You wanna take this?" she asked him. "They're your gifts..."

"Yes, I would, thank you," Flog cooed, slowly stepping into the kitchen.

The naked mare was sitting in the corner, holding her head and breathing heavily before letting out a gasp, looking up at him. "Y-You..."

"Ya... Me," Flog said, walking towards her.

The mare stared at him before qucikly fiddling with the charms, unhooking the backs and holding them out to the colt.

He wordlessly snatched them and looked them over. "Where are the cases these were in?"

The mare pointed a shaky finger to the counter by the microwave.

Flog nodded, walking over and putting the charms in the two small boxes before turning to Dash. "So... What should we do with this one?"

Dash shrugged. "I, uh... I mean, she's cute... Be a shame to waste her... But, she did steal..."

"And, gave it back without hesitation..." Twi added.

"Yeah, after we killed the two colts in front of her," Dash pointed out.

The naked mare simply looked up at the three, looking nervous.

Flog smiled as he looked to Twilight. "Want to keep her?"

The mare eyed him. "Keep her?" she asked.

"Yeeeaaah..." said Dash, knowing what Flog meant as she smiled. "Want her, Twilight?"

The unicorn eyed the naked blue mare, tilting her head. "Hmm... I guess Midnight and I could use a pet..." she said with a smile.

The blue mare blushed heavily. "Wh-what do you mean?"

"And, right now..." she said, ignoring the mare as she eyed her pulsating pussy lips. "She's still in need..."

"Well, we did sort of interrupt them..." Dash pointed out.

Twilight knelt down and placed her hands on the mare's knees, spreading her legs. "No resistance?"

The blue mare shook her head. "I don't want you to... hurt me..."

"Why the little bitch all of a sudden?"

"You killed the colts I liked... Now, I'm alone..." the mare whimpered.

Twilight chuckled and looked at Dash. "We got ourselves a little slut, Dashie..."

The cyan mare smirked. "How fortunate for you..."

Twilight smiled. "Let's get this party started, shall we?"

"I've got some spare... 'training equipment in my jeep that Sterling and Jade left..." Flog said, eyeing the dirty mare. "Want me to get it?"

"No, I think I'll use the real thing..." Twi said with a chuckle, rubbing her crotch.

"R-Real thing?" asked the mare. "What do you..."

Twilight smiled as she unzipped her pants and slid them off along with her panties. After kicking them aside the mare sould see the thick purple dick between the mare's legs. "THIS is what I mean..."

"Wh-What?!" the mare exclaimed. "Y-You're a... a dude?!"

"No, silly... I have both parts... But, you don't care, do you? You're still in need..."

The mare bit her lip and eyed the dick as Twi sat on her butt, leaning back as she supported herself on her hands, leaving her cick easily accessable. The blue mare hesitated before slowly scooting closer. "That's it... Come to mistress Twilight..."

The blue mare blushed more as she slid into Twilight's lap before inserting the purple dick into her, letting out a moan as Twi gasped in pleasure.

Flog smiled before glancing at Dash. "Want to play, too?" he offered.

The cyan mare chuckled as she eyed the colt, before turning and walking over to him. "I seem to recall you saying you only fucked Sterling... What changed?" she asked, standing in front of him.

"I don't mind playing with others. And, who said I had to fuck you to make you purr?" Flog asked as he turned her around and pulled Dash down to sit in his lap. His hand then began slipping into her jeans before they traced along her slit.

Dash moaned out and leaned back against him. "I-I didn't say I... d-din't want to fuck..." she panted.

"Hmmm... But, only my girls get the full package, Dashie..." Flog cooed into her ear as he began teasingly tracing his finger along her slit.

"Y-Yeah, but, I'm... one of your girls' girls... Doesn't that count?" she panted.

"Hmmm... I suppose..." Flog cooed as he pulled his hand from her pants before unzipping them.

Dash smiled widely. "Want some servicing? Or skip the foreplay?"

"Mare's choice..." Flog said, smiling.

Dash smiled and stood up, turning to face the colt before pulling her top off, revealing her to be without a bra. She then knelt down between his legs and ran her hand over his crotch. "Mmm... Let's see the goods..." she said with a smile.

The cyan mare slowly unzipped his panted and pulled his boxers out of the way as his slowly hardening rod popped free. Dash smiled and gripped the base of the rod and leaned in, giving the tip a lick before wrapping her lips around it and bobbing her head with moans.

Meanwhile, Twilight moaned as the dirty, blue mare started to get more and more into it as her moans increased. The purple mare smiled and looked the mare's body over. "Wow, you're drty..." she said, looking at all the dirt and cuts all over her.

"What do... you expect?" the mare moaned out, bouncing up and down. "I-I'm... homeless..."

Twi licked her lips. "Mmm... I'm gonna take you back to my place and... clean you up... A nice hot shower... A Warm bed..."

The mare smiled. "That sounds... nice..."

"Then, give yourself to me..." said Twilight, pulling the mare closer as she pumped her hips. "Become my pet and you can all those and more..."

"Your p... pet?"

Twilight smiled and kissed her on the lips, quickly realizing that her breath stank but she ignored it.

Across the room, Flog moaned as he put a hand on Dash's head, petting her ear. "Mmmm that's good..."

The cyan mare smiled up at him as she bobbed a little faster, being seemingly skilled at using her mouth.

Twilight hugged Aqua close to her body as she kissed her. She then pulled away and smiled as she pumped her hips faster, gripping the mare's butt. She then leaned in close to the mare's ear and whispered, "I want you to say you're sorry for stealing when we're done... That finalizes the deal..."

The mare moaned and whimpered, nodding as she felt close.

Dash pulled off Flog's cock and stood up. "Now, for the fun..." she said, pulling her pants down and off, exposing her pussy. "Ready to impale me?" she asked with a smile, standing fully nude.

Flog looked her over, smiling. "Mind if I try the back door?"

Dash smirked and turned around, bending over and starting to sit with her butt near Flog's dick. "You into asses?" she asked. "Or just asses as hot and awesome as mine?"

Flog smiled, standing as he pressed his tip to her puckered hole. "Well... Sterling did bring it up to me how cute your rear is."

Dash chuckled and pushed her ass back, impaling it with the colt's rod. "Oh, yeah!" Dash moaned out.

On the other side of the room, Twilight leaned forward as she forced the dirty, blue mare on her back. Twi then pumped faster. "About to burst..." she moaned. "You?"

The mare moaned and bit her lip. "Mm-hmm..." she squealed, obviously very close.

Flog moaned as he began to pump into Dash's tight rear, using his hands to squeeze her breast.

Dash leaned back into him with a moan. "Oh, yeah, Flog! Fuck me good!" she moaned out.

Twilight grunted and pumped her hips before moaning loudly, emptying her hot load into the mare, making the mare herself moan out as juices leaked out of her slit.

The mare then lay limp, breathing heavily as Twilight smiled down at her.

"Oh, my dirty girl is so cute..." she said, using her thumb to try and rub off a dirt smudge on the mare's side, only smearing it. "You really need a bath..."

As she spoke, Twilight looked over to see Flog pounding away at Dash's ass with one hand kneading her breast and the other between her legs.

Twilight smiled. "Go, Dashie!" she cheered, getting a smirk from the cyan mare. Twilight then looked back down at the blue mare, laying on top of her before sliding lower. She then placed gentle kisses on the mare's heaving belly.

Flog grunted as he nipped at Dash's ear. "Mmmm, I'm close... You?"

Dash moaned and nodded, gasping at the nibble. "So close!" she moaned. She then suddenly moaned out as juices burst from her slit, coating the colt's fingers. Twi snapped her fingers as Dash looked over at her. The purple mare held up her hand, all five fingers out as she licked them, before pointing to the blue mare. Dash chuckled and looked back at Flog. "Don't clean your hand..." she panted.

Flog nodded as he buried his rod in her before blowing his load.

Twilight kissed the blue mare's belly a little more before standing up and holding out her hand. The mare took it and stood up. "Now... Go over there and apologize... "

The mare whimpered but nodded. "Alright..." she said, before turning and slowly heading out to where Flog and Dash were, looking nervous as she approached the colt.

Dash panted and bit her lip as she felt the cum inside her before pulling off the rod, eyeing the blue mare.

Flog watched her as well as he panted.

She slowly stepped up to him and held her arms, nervously covering her chest. "U-Um... I'm... sorry..." she said, before looking at the colt.

"You don't really sound like you mean it..." He said with a sigh.

"N-No, I do..." the mare stammered. "I am... We just... steal because we have nothing... And those charms looked pretty..."

"I suppose I can accept that..."

The mare smiled weakly as Twilight walked over to them. "Flog?" she asked. "Need help cleaning your hand? That would seal the deal, right?"

The colt nodded and smiled holding up his soaked hand."Perhaps she can help empty Dashie's leaky rear, too?" he asked, spying a small trail of white forming from Dash's rear.

Dash looked over her shoulder. "Am I leaking?" she asked, clenching her butt, which only made more ooze out.

The blue mare blushed and leaned in, giving Flog's hand a lick before gently taking his wrist in her hands and sucking on his fingers.

"Those who call Sterling a slut have obviously never met a real slut, huh, Flog?" asked Twilight, watching the mare lick the colt's fingers.

"No, they haven't, Miss Twilight."

The blue mare continued to lick and suck the fingers until they were clean. She then worked the hand until that was clean as well. When she was done she took a step back.

"My turn..." said Dash, turning her back to the dirty blue mare as Twilight smiled and stepped up behind her.

"Go on, sweetie..." she cooed, leaning in and licking the mare's ear. "Eat her ass... Oh!" she said suddenly. "What's your name, anyways?"

"A-Aqua Tart..." the mare said softly. "Though my street name is Blue..."

"We'll just go with Aqua..." said Twi with a smile. "Now, Aqua..." Twi then patted Dash's ass. "Get to work..."

Aqua hesitated before getting to her knees. She then leaned in and began to lick anything white that leaked out of Dash's back hole.

"You have to admit..." said Twilight, stepping up beside Flog. "A dirty mare doing actual dirty things is... sorta hot, if not cute, isn't it?"
Yes I can see the alure of her now... She's a good pick." Flog said as he fastened his pants.
Twilight smiled as Aqua buried her face in Dash's ass for a bit longer before pulling away.

"A-All clean..." the mare whimpered submissively.

Twilight looked at Flog. "Anything else you'd like her to do? Or anything you'd like to do to her?"

"No I'd say she's forgiven..."

Aqua stood up before being pulled into a tight hug by Twilight. "My very first sex pet!"

"What about me?" asked Dash.

"You don't count Dash... I knew you beforehand... But, Aqua... She's all new..."

"Congratulations, Miss Twilight," Flog said congratulatory.

Twilight then took Aqua's hand and began leading her to the front door. "B-But, my... clothes!" she gasped.

Twi stopped and eyed Flog. "Have spare bras and panties at Bit & Bridal?" she asked. "I'll pay, of course..."

"No need to pay. Why, if you want, I'll let you have a nice corset and thong for her."

Twilight smiled. "I don't imagine her wearing much often, but... a corset would be pretty cute..." She then looked at the blue mare. "Now, get into the car... This is a shitty neighborhood so no one will see you naked..." she said, continuing to the front door. "You can get dressed at B&B..."

The mare whimpered a little. "A-Alright..."

"Alright... Mistress," Twi growled, holding Aqua's cheek against the door. "Say it..."

"S-Sorry... Mistress!" the mare gasped. "Sorry, Mistress!" It was obvious she was still afraid of being hurt after seeing how dangerous these three could be.

Twilight smiled. "Good girl... Now, open the door and head to the car..."

Aqua nodded and slowly grabbed the doorknob. She then took a deep breath before opening the door and quickly walking to the nearby car, Twi following close by.

"Twilight sure has gotten the hang of it, huh?" asked Dash, walking passed Flog to gather her clothes. Once she was dressed, she grabbed Twi's pants.

"She sure has," Flog said, smiling.

Dash then headed out to her car where she found Twilight getting into the back with Aqua. "Guess you're up front with me..." she told Flog. "Unless you wanna ride in the back with Twilight and her pet..."

Flog chuckled as he held up his keys.

Dash eyed him and smiled. "Right... Meet you back at the B&B?"

"That, I will," Flog cooed, heading to his jeep.

Dash waved to him before getting into her car. "Alright... Back to the Bridal for some pet clothes..." she said, looking back to see Twilight pull Aqua's head into her crotch. "Wow..." said Dash with a chuckle, watching the blue mare obediently suck the purple hard-on.

"She's a fast learner," Twi said with a wink.

Dash chuckled and looked ahead before starting the car. "Looks that way..." she said, putting the car in drive and driving off towards Bit & Bridal.

Half an hour later they all arrived at the B&B where Flog was tackle-hugged by Sterling and jade.

"Master!" Jade cried, kissing his neck all over as Twilight chuckled.

The unicorn then went back to the car and got Aqua out, bringing her to the group to meet the other pets.

"Heheh, g-girls, girls, calm down... I have gifts for you," Flog said as he kissed the two before pulling out the boxes.

Jade sat up and smiled. "Is that what took you so long?" she asked.

"Kind of," Flog said, opening the boxes, revealing the gold heart collar charms with their names engraved on them.

Sterling smiled as she hooked it onto her collar. "Thank you, Flog. It's beautiful."

Jade let out a gasp and did the same with hers. "Yeah, it's so pretty..."

"See?" Twilight asked, getting behind Aqua and hugging the totally nude mare. "Be good and get rewwarded..."

Sterling looked up seeing the two before raising a brow. "And... Who is this?"

Twilight smiled. "My new pet," she cooed, rubbing Aqua's belly. "I admit she needs a good cleaning, but she's obediant..."

"Well, the shower's open if you want her to clean herself," Sterling said smiling.

"I was thinking of cleaning her back at my place... At the hotel..." said Twilight with a smile, kissing Aqua's neck. "But, thanks for the offer... I will take those clothes for her, though..."

"Ah, yes. Sterling, could you get them a corset and some panties?" Flog called as the drake nodded, heading in and coming back out with a dark gray set.

"Here you are," she cooed, passing it to Twilight.

"Thanks..." said Twilight. "We'll just use the bra and panties..." she said, setting the corset down before dressing the dirty mare. "There... Now, you're not naked."

Aqua rubbed her arm nervously as she looked herself over. "First real clothes in a long time..." She then eyed Flog and sterling. "Thank you..."

The colt nodded as sterling called. "Your welcome."

Twi then chuckled as she started to lead Aqua back to the car. "Try not to lose him again!" she called back.

"Don't worry. We won't... Will we Jade?"

The green mare shook her head and hugged Flog. "Never ever!"

"Oh, alright girls!" he cooed, chuckling.

Twilight smiled and helped Aqua into the car, before getting in with her.

"Catch you guys later," Dash called before getting into her car. She then put it in drive and drove off.

Sunny watched the car drive off before looking over at Flog and his pets as they entered the sex shop.

"I don't fucking believe it..." the colt gasped, watching Jade enter the building.

"What is it, Master?" asked Ruby, still wearing her cloak and hood, looking out the window as she watched, too.

The colt patted her on the head before pulling out his cell phone, speed dialing before holding it to his ear. "Boss?! Boss... I found her. She's here."

Unleashing The Beast

Jade hummed to herself as she swept the floor of Bit & Bridal. After a few minutes, she heard the sound of approaching vehicles.

"Huh?" she asked herself aloud, moving to the shop door and looking out.

She saw four black SUVs, with the New Horizons symbol on the side doors, coming down the road.

When Jade saw the symbol she gasped and went wide-eyed, backing up and dropping the broom. She then ran into the back room.

"Master!" she yelled, trying to hide her tears.

Flog looked up from his work desk. "Jade, what's wrong?"

"Master, I-I... I'm sorry..." she apologized before the crackling of a loudspeaker was heard.

"Would the owner of this shop please approach the front door?" the voice called. "You have someone who belongs to us and we want her back!"

Flog gave a small sigh as he stood up and slowly walked passed Jade, giving her a reassuring smile as he went to the door and looked out. "Is there something you wanted?" he called.

Standing in front of the group was a brown colt in a suit and sunglasses holding a megaphone. He put it away once he saw the colt. "Hello," he said, sounding surprisingly polite as he walked towards the door. "Sorry to bother you but I believe you have the one called Jade, do you not?"

"There is a mare by that name who lives here, yes," Flog said with a smile.

"Oh, she lives here... Well, sorry to say this but my boss wants her back. Now, we can do this the easy way or the hard way, but... I really don't want to mess up this fine establishment so if you could just go fetch her for me, that'd be great."

Flog gave a small sigh as he looked inside before looking back to the colt. "She doesn't seem to want to come out."

Jade peeked out form the back room and gasped as the SUV doors opened up and more colts came out, 4 from each and totaling 16. The leader let out a sigh of his own and took off his shades, folding them up and putting them in his inside jacket pocket as the other suited colts pulled out handguns. They all held them pointed at the ground, awaiting the order.

"You have no idea what she is, do you?" he asked.

Jade whimpered before sniffling. She then took a deep breath and knelt down. After a second or two she let out a grunt as the bones in her spine shifted.

"I couldn't care less what she is or isn't. Now, move your van, please. It's blocking half the parking spaces," Flog said, adjusting his vest.

Jade let out another grunt and a gasp as the bones in her leg shifted, giving her double-jointed legs. Her fingers shifted and grew a little longer as her teeth sharpened.

"You're a fool if you're willing to sacrifice yourself for a mare you know nothing about..."

"Ah, but a selfless fool is the best kind... Now, please leave."

The suited leader stepped back and pulled his own gun. "Ready..." he said, cocking the gun. "Aim..." He and the others took aim. "F..." He was cut off as a roar echoed throughout the building. "Oh, shit..." the leader said.

Flog turned to look behind him with wide eyes.

Just then a giant furry wolf-like creature landed beside him, covered in green fur with long, white fur on its chest which seemed to cover a pair of breasts. It looked at Flog for a brief moment before opening the door and lunging outside. The monster then started tearing apart the colts. They all fired at it but bullets just seemed to irritate it. It wasn't long before the last one standing was the leader.

"Oh, you really fucked this up..." he said, looking at the wolf.

It quickly walked up to him and punched a hole in his chest, letting out a low growl before stepping back and watching the body fall to the ground. It then looked over at Flog.

Flog stared at the wolf for a long moment before speaking. "J....Jade?"

It hesitated before walking towards him. After a moment, it leaned forward and started walking on its hands and feet, getting up to the door and stopping. It looked back at Flog with its wolf-like eyes and whimpered lightly, it's bushy tail laying still on the ground beside it.

Flog slowly stepped towards her before moving around her and lifting her tail. "Heh... Guess it is you." He said pressing a finger against the plug in the wolves rear.

The wolf let out a low, happy growl before looking back at him. She then tapped the door with a finger as if to suggest that they move this inside.

"I suppose we can move this inside," he said, moving to the door before opening it.

The wolf nodded before looking around. She then moved to the bodies of the colts and began stuffing them back into the SUVs, doing her best to temporarily hide them.

As she did, she saw a familiar *Frost Phoenix* driving up.

She let out a low gasp and got to her hands and knees, her body slowly shifting back to normal as her bones could be seen shifting underneath her skin. Once she was normal again she took a deep breath and quickly ran inside, completely naked now.

Inside she was met by Flog who was setting out some chairs.

"So... H-How are we?" Jade asked, sounding nervous. "Are you... mad that I... never told you?"

"That depends... What was that I just saw?" Flog asked, setting a chair down and pointing to it for her to sit.

The mare walked over hesitantly and sat down. "What do you mean?" she asked.

"I mean, what are you, pet?" Flog asked as he took a seat, facing her wile Sterling walked in and wordlessly did the same.

Jade looked at the dragon and then the colt. "Well, uh... I guess the easiest way to explain it would be... a genetically-altered werewolf..." The green mare then added, "I wasn't always like this... I was normal once... and then New Horizons came along and offered me and my family money if they could do a quick drug test... Turns out they infused me with wolf DNA, along with a bunch of other shit, and made a super-werewolf, once who can change whenever it wanted, day or night... After the tests were successful they blocked that part of my memories so I'd only know about the wolf half once they wanted to activate me... and use me... Well, I ran away, at that point thinking that I had been kidnapped with no memory of my past... It was only when you knocked me unconscious did I remember everything..."

"So... You knew from the time we took you till now?" Sterling asked.

Jade nodded. "I did, yes... In fact I spent most of my time alone that day of the test crying as I remembered what happened to me..."

"I see," said Flog.

"So, uh... h-how do you feel having... someone like ME... living here?" Jade asked nervously.

"Well... We know you're house broken... Might need some more training but I don't see any reason I would mind," Flog said as Sterling gave a huff.

Jade looked at her. "You hate me now, don't you?"

"I don't hate you... I'm just not happy you kept this from Master," the drake said.

"Once I remembered... I just wanted to forget again... I hoped if I left it alone, I would..."

"You'd forget?"

Jade nodded. "It was all so much simpler... being normal... Now, I'm this..." she said, holding her hand up as it started to change into a werewolf hand, her bones shifting and fingernails becoming longer and sharper. She then sighed. "I wish I could forget..."

"We can't just forget the past, Jade... All we can do is accept it," Flog said as he reached out and scratched her behind the ear.

Jade smiled and closed her eyes, tilting her head a little as a dog or cat would do. Flog chuckled as he began scratching her neck as well. Jade then tilted her head back, exposing her neck and letting out a low growl.

As she did, Sterling let out a small giggle. "Guess we should've called you pup instead of kitten."

"I got used to it after a while, but... it was a little insulting at first... I guess the wolf DNA gave me wolf-like instincts, too..."

"That explains that sniffer of yours," Flog said, tapping her nose.

Jade giggled as her hand shifted back to normal, the skin rippling as her bones moved. "I'm lke your own personal guard dog now..."

"More like a puppy with the way you ran in here after I drove up," Sterling called with a giggle.

"Well... I kinda wanted to explain myself before you saw... What was your first thoughts when you saw me?" she asked, sounding curious.

"Well... My first thought was something along the lines of... What the hell?"

Jade smiled. "Good thing this isn't a busy part of the city, yeah? Otherwise I would've drawn some... attention..."

"Well, I do like my privacy... Keeps the sleezes out," Flog said with a chuckle.

"Yeah, if they saw the shit we do in here..." Jade said with a soft laugh. Sterling and Flog both chuckled at the thought. "Speaking of which, if you wanna do things to me in my wolf form and you happen to get a certain goo all in my fur... I ask you give me a bath afterwards... It's the wolf part of me that likes to stay clean..."

"I suppose we can do that."

The green mare smiled. "Thanks, master..."

This New Life

Twilight opened the door to her suite and led Aqua inside. "Midnight!" She called. "I'm home."

The black mare looked over at them from the couch with a smile, which soon faded. "Uh... who's this?" She asked, seeing Aqua.

Twilight eyed the blue mare before heading towards Midnight. "Wait there," She said, pointing at Aqua. She obediently waited while Twilight walked up to Midnight. "She's our pet." Twilight explained.

"Our pet?" Asked Midnight. "You brought one of your sex pets home?"

Twilight went around to the other side of the couch and knelt down in front of her lover. "Think about it... a mare who's willing to do whatever we want, whenever we want. If one of us is out for a while and needs certain attention..." Twi said, motioning to Midnight's crotch.

Midnight raised an eyebrow before looking back at Aqua. "It does sound... nice..." She looked back to Twilight. "And she's willing?"

"Mm-hmm," said Twilight, nodding with a smile. "Very."

The black mare hesitated before sighing. "I guess it would be nice having someone like that around while you're out saving the city..."

Twilight quickly threw her arms around Midnight's neck, hugging her love tightly. "I promise you'll enjoy this."

"I might," Midnight replied, hugging back. "But, this doesn't make me a Mistress, too..."

"Leave the Mistress thing to me," Twi giggled.

Midnight smiled and kissed her on the neck. "Now, go give her a bath... she's really dirty."

"I know," Twi cooed, standing up as she headed over to Aqua. "I was planning on doing that after I introduced you to her."

The black mare smiled at Aqua. "Well... I've met her." She said, waving to her. Aqua smiled shyly and slowly waved back. "She is pretty cute..." Midnight said, looking the mare over. "Tell you what... introduce us once you get her all cleaned up, kay?"

"Okay," Twilight smiled, taking a hold of Aqua's arm. "To the bathroom!" She said, walking the mare over to get her clean.
Midnight watched them enter the bathroom and chuckled. "She really does view them as pets..." She said, feeling much better about this situation. She then turned to the TV and picked up the remote. "Let's see what's on..." She thought aloud, turning the TV on.

Once in the bathroom, Twilight went over to the bath tub and turned the water on. When it was warm enough, she pulled the plug on the faucet, making the water come out of the shower head.

"Alright..." She said, pulling her shirt off. "Hop on in. Water's just right." She then slid out of her pants, her flaccid cock springing free.

Aqua nodded with a blush as she removed her skimpy clothes, setting the neatly on the toilet lid. She then walked passed the nude unicorn and stepped into the shower, letting out a happy sigh.

"Feel good?" asked Twilight.

"First real shower in years..." Aqua cooed, closing her eyes and letting the water wash over her.

Twi smiled and stepped in behind her, grabbing the washcloth from the shower rack. She then began scrubbing the mare's back, making Aqua coo happily.

"Oh, that feels good..."

"Does it?" asked Twilight, leaning in and kissing the mare's bare back. "And, look... You're looking cleaner already."

"I feel cleaner..." the mare said with a wide smile.

Twi smiled and licked her lips as she began scrubbing the mare's butt. "I bet this needs a good clean... Those two colts cumming in it all those times..."

Aqua blushed heavily. "Y-Yeah..." she said, before gasping when she felt Twilight start to scrub her pussy. "Oh, shit..."

"You know, I think I'll have a little fun with you after I clean you..."

"A-Anyhting you want... M-Mistress..." Aqua moaned out.

Midnight flipped through a couple channels before setting the remote down. "Shit television today..." She then shut it off and looked towards the bathroom door. "Hmm... Maybe..."

Twilight unplugged the faucet and then plugged the tub, making it fill with water. She then held the now clean Aqua by the hips as they both knelt down. Twi lay on her back as she pulled the mare atop her, the unicorn's head resting against the edge of the tub.

"This is much more comfortable..." Twi cooed, gripping Aqua's butt, which made the blue mare moan and raise her hips. "Oooo... ager, are we?" Twi cooed with a smile, grabbing the mare's hips again and pulling her down onto her rod.

Aqua moaned out loudly, and Twi did the same. She began to move her hips on her own as she rode her master's cock, Twilight simply interlocking her fingers behind her head as she watched.

"Good girl..." Twi purred before she heard the bathroom door open. Looking over, she saw Midnight kneeling beside the tub. "Sweetie, I thought you wanted to wait until she was clean to be introduced?"

"Well, she certainly looks clean," Midnight replied with a smirk as Aqua looked at her, not slowing her humping. "Hi, uh... Aqua, was it?" Aqua let out a moan as she nodded, smiling at her which made Midnight chuckle. "She certainly likes sex, doesn't she?"

"She sure does," Twi agreed.

Midnight then bit her lip before reaching out and placing a hand on Aqua's cheek. She made her look at her as she leaned in, kissing her on the lips.

"Whoa, babe," Twi said, he smile widening. "Getting into it?"

Midnight returned the grin as she reached down and felt the blue mare's breasts. "If you're having fun, I want some, too..."

"Then by all means, join us,"Twilight chuckled.

Her lover stood up as she pulled off her nightgown, exposing her sexy form to their pet. "Move over, you two," She said, stepping in.

Earlier...

Ruby leaned against her master as she looked through the windshield at the hotel. "What's this place?" She asked as Sunny parked the car by the sidewalk, a little ways down the street from the Elementals' hotel.

"This hotel is the Elemental's base, apparently..." Sunny said, watching as Twilight and Dash exit their car with the blue mare they'd seen earlier. "I want you to stay away from this place for now... It will be too heavily guarded, even for a succubus."

"Understood, master," The pseudo-demon replied.

"What I want you to do is explore the city and get a feel for the environment. Learn every nook and cranny and practice feeding off of others."

"I no want other dick besides yours, master," Ruby cooed, hugging his arm.

Sunny let out a chuckle. "You can still have mine whenever you want. But when you're out there, I won't be around to fuck. You'll have to find someone and keep yourself strong. Understood?"

The mare nodded. "Understood, Master..."

Author's Note

Edited by: TheOnlyOneWhoCared

Midnight Snack

That Night...

A purple colt with short white hair, and wearing a shirt with a video game controller printed on it, opened the cash register of his game shop. After checking the money he closed the drawer with a smile and headed to the back office. Grabbing his coat he headed out to the main room to lock up when he heard a game case fall off a shelf in one of the back shelves.

The colt's ears perked and he turned around to look. "Hello?" he asked. "Someone in here?"

When there was no answer he slowly began moving to the source of the noise. Looking around, he saw nothing out of the ordinary. When he got to the shelf he went around to the other side to find a game case on the floor. Tilting his head in cconfusion he knelt down and picked it up, setting it back on the shelf. He then then began making his way back to the front when he heard the cash register open. When he turned around, he saw a cloaked red mare standing at the register. She was staring at the machine as she pushed in the money drawer with a finger before pushing the eject button again.

"Can I help you, ma'am?" he asked cautiously, stepping towards her.

"What is this?" the mare asked, pushing the drawer in again.

"A... cash register?" the colt said questioningly. stepping up to the counter as the mare opened the drawer once more. "Could you maybe not do that?" he asked, reaching around to the front and closing the drawer. "And, could you please leave? I'm closed."

"Leave?" asked the mare. "But, I just got here."

"Please, ma'am. I just wanna go home..."

The cloaked mare smiled before ducking down out of sight. The colt stared for a moment before sighing and heading around to look behind the counter.

"Ma'am, this is getting..." he said, stopping when he didn't see her. "Where'd you go?" he asked, looking around. He then heard movement from up above and looked up. Letting out a gasp he saw the mare sitting like a frog, upside-down, on the ceiling. "What the fu--" he began before he was tackled to the floor. After letting out a grunt, he looked the mare in the eyes. "What are you?"

"Me?" asked the mare, pulling her hood off and smiling at him. "I'm Ruby." She then leaned in and placed kisses on the colt's neck.

"What the hell are you doing?" he asked, trying to push her off.

Ruby then sat up and tilted her head. "You don't like?" she asked. She then stood up and pulled her cloak open, letting it fall to the floor and exposing her slim body. "Like this?" she asked, pulling her panties down and bending over the counter.

The colt blushed and bit his lip, knowing he shouldn't and yet his body was deceiving him. He slowly got to his feet as Ruby moved her hips side-to-side as she watched him move closer. The colt then placed his hands on the mare's butt and shuddered lightly at the feel.

"You like?" Ruby asked.

The colt nodded. "Yeah... I like..."

The mare giggled and pushed back into the colt's crotch. "Don't keep me waiting..."

The colt let out a sharp gasp as he felt the mare's ass press to his hard-on. He then unzipped his pants and quickly pulled them down before gripping his dick. He then aligned it with her pussy and pushed it in with a grunt, both of them moaning when the colt's rod entered the mare.

"Mmm, that's it..." Ruby moaned out with a smile. "Fuck me, big boy..." The colt grabbed her butt again and began to move his hips back and forth quickly, letting out moans of his own. "And, you can cum inside..."

The colt gasped softly as he kept going. "Are you sure?"

"Yes," Ruby replied. "Cum inside."

"A-Alright," the colt moaned as he kept going, now slamming his hips into hers as he moaned out. "Shit! Here I cum!" he moaned out as he blew his load deep inside the mare's pussy.

Ruby smiled and licked her lips beforepushing the colt backwards with her butt. She then turned around to face him before kneeling down. After gripping his cock she wrapped her lips around it and began sucking the cum off as well as whatever else squirted out.

"That was amazing..." the colt moaned.

Ruby giggled and stood up. "Cummed quickly but... it will have to do..."

"What do you mean?" the colt asked, sounding confused. Just then, wings popped out of Ruby's back and a tail grew from just above her butt. "What the fuck?!" the colt yelled in surprise.

Ruby then tackled him and smiled before opening her mouth, revealing her razor sharp teeth, before diving in for the kill.

Luna entered Fluttershy's bedroom to find the mare in bed, both mares wearing their nightgown. The only light in the room came from the lamp on the bedside table.

"Hello, Fluttershy," Luna said with a smile as she approached the bed.

Shy smiled back and scooted over, giving the alicorn room so she could climb in with her. Luna then scooted up to the shy mare and smiled, putting an arm around her.

"You said you wanted to try something new tonight?" Luna asked with a smile.

Fluttershy looked away slightly. "Um... Well, yes, but... Um... W-Well, you see..."

"What is it?" Luna asked gently, placing a hand on Shy's cheek, rubbing gently. "You can ask me anything..."

"W-Well..." Shy began, blushing heavily. "Y-You see, I started liking the fake you when were... having... You know..."

The alicorn thought for a second before smiling. "You would like to... have sex? To know if your feelings are true?"

Shy blushed more and felt her body heat up. She was so nervous about asking the sub-leader of their group to have sex simply for the reason of finding out whether or not she truly loved her. "I-I know it's selfish to ask this of you, Luna... Especially since it's just to find out if I really have feelings for you... B-But, I... I-I have to know..."

"I understand, Fluttershy," Luna said with a smile as she leaned in close to the pegasus. "If you would like to have sex, then we can... It is alright..."

"A-Are you sure?" asked Shy. "I-I mean, we--"

She was cut off as Luna leaned in and kissed her on the lips. Shy went wide-eyed briefly before closing her eyes and melting into he kiss. The alicorn then slowly climbed atop the mare, their breasts squishing together as Luna felt Shy's hard-on against her crotch. Luna slowly broke the kiss and smiled as she wiggled her hips a little.

"Ready, sweetie?" asked Luna, smiling.

Shy put the tip of her thumb into her mouth and nibbled on her fingernail, looking nervous and cute. She then nodded hesitantly as the alicorn smiled, reaching down and gripping the bottom of Shy's gown. Luna began pulling up the mare's gown as she leaned in and kissed her on the lips. Once she had pulled the gown up and over Shy's huge breasts she broke the kiss.

"Arms up, sweetie..." she cooed.

Shy hesitated before raising her arms, letting Luna pull the gown off, and setting it on the bedside table. She then sat up and pulled her own gown off, tossing it onto Shy's gown. Fluttershy blushed as she looked over Luna's body. Now, she knew what it looked like since she had seen it before but this was the real Luna's body.

The alicorn then slid back a bit over the shy mare's cock, letting it spring back into an upright position. Luna smiled and gripped it, stroking the tool with a smile. "Like this?"

Fluttershy shuddered and let out a cute moan. "U-Uh-huh..."

Luna smiled wider and scooted back a bit more before leaning in, giving the head a kiss. Hearing the pegasus let out a cute gasp of pleasure, she giggled and wrapped her lips around the tip, before bobbing her head.

"O-Oh, Luna..." Shy moaned out, feeling the alicorn move lower on her cock, bobbing her head up and down the whole length.

Once the cock was wet enough, Luna pulled away and smiled, scooting back up. She then raised her hips, her pussy lips kissing the dick's tip. She then let out a grunt and a moan as she pushed downwards. As Fluttershy felt her cock penetrate the alicorn's pussy she let out a loud moan, reaching out and gripping the mare's hips as Luna moved up and down.

"Mmm... So big..." the alicorn moaned, licking her lips.

Shy moaned and shuddered, feeling her cock twitch inside Luna's wet insides. After a moment she felt her orgasm approaach. "L-Luna, I... I'm about to c-cum..."

The alicorn smiled and slid off the meaty tool, before leaning in and wrapping ehr lips around the tip. She then began stroking it quickly before she heard the pegasus moan loudly and felt a flood of cum shoot into her mouth. Luna closed her eyes as she felt some cum shoot from her nose as a bit exploded from her mouth and splattered over her mouth and upper part of her breasts. Once she felt the shy mare's orgasm end she pulled away and swallowed, giving the tip one more lick.

"Did you like that?" Luna asked with a smile, licking some cum from her lips.

Shy smiled and nodded hesitantly. "I-I did, but... I never... put it in the other you... In Chryaslis... She always put hers... in me..."

Luna chuckled briefly and nodded. "I understand..." She then lit up her horn as there was a flash of light between her legs.

When the light cleared, Shy found herself staring at a familiar-looking blue cock. "Th-That's more like it..." Shy said as she stared at the tool.

Luna smiled and let her cock rest on Shy's chest. "Care to wet it first?"

"Sh-She usually just... p-puts it in..."

Luna nodded. "I see... Which hole did she do?"

"Well... Um... Both?" Shy said questioningly and nervously, her blush deepening.

The alicorn nodded and aligned it with her butt,, before pushing the head in, making Shy gasp.

"Did I hurt you?" Luna asked, receiving a head shake from the pegasus.

Smiling back at her, she continued pushing inwards until she was at a comfortable depth. She then began moving back and forth, anally fucking the shy mare who bit on her knuckle to keep from moaning too loudly. It soon became too much for her and she let out a loud squeal of pleasure and began gasping and panting constantly.

Luna smiled as she kept going, moving back and forth at a speed in which she was sure she wasn't hurting the mare. After a few minutes she let out a gasp.

"I-I'm close," Luna moaned, biting her lip. "G-Get ready..."

Shy nodded and moaned out before feeling a rush of warm cum in her ass, making her moan loudly. Luna pushed ehr whole cock inside the mare's ass as she fired off more cum. A lot shot back out and covered Shy's ass and Luna's crotch until the alicorn's orgasm ended.

Luna panted heavily before laying atop Shy with a smile. "W-Well, sweetie? What do you think?"

Shy bit her trembling lip, before covering her eyes with her palms. "No..." she whimpered, before crying softly. "I'm sorry..."

"What?" asked Luna. "What is it?"

"I-It didn't feel... right..." she whimpered, sniffling. "Oh, Luna, I'm sorry to have made you have sex with me for nothing!"

The alicorn then watched as Shy broke down crying, tears streaming her face. She was clearly embarrassed and ashamed by what she had done.

Luna then smiled and gently took Shy's hands, moving them from her eyes. "It was not for nothing, Fluttershy..." she said, looking into the sobbing mare's wet eyes. "You realized who you truly love. Just because it is not me does not make this experience worthless... And, you were smart to try and recreate the moments which led to your feelings. And, now you know who you really love."

Shy calmed a little but she still had leaky eyes. "B-But, it's impossible!" she cried out. "C-Chrysalis would never... I-I mean, I'm just... It's impossible..."

"Nothing is impossible, Fluttershy..." Luna said with a smile, leaning in and kissing Shy's cheek. "You just have to work at it."

The shy mare sniffled and smiled, wiping her tears away. "Thanks, Luna..."

"Of course..." the alicorn replied with a smile.

The pegasus smiled a little wider. "Could you... um... possibly... still spend the night with me? Just for comfort?"

Luna smiled and nodded, reaching for the bedside lamp before turning it off.

Ruby used her long, foot-long fingernails to tear into the colt's chest, splattering blood all over the game shelves and front glass door. She then began pulling out chunks of meat, eating it before diving her face into the wound and drinking the blood. She had lusty eyes and moaned a little as she enjoyed her meal, her face and chest covered in blood.

"Mmm... Tasty..." she moaned.

The First Victim

Author's Note

With editing tips by TheOnlyOneWhoCared

The First Victim

Twilight let out a yawn as she woke up, being greeted by the morning sun. She tried to stretch but found both arms being weighed down. Looking to her left she saw Midnight cuddling up to her, a peaceful smile on her face. Twi smiled and looked to her right to see Aqua cuddling with her, the same peaceful smile on her face.

Twilight leaned in and kissed Aqua on the forehead just as they heard faint, frantic banging from the main door. Both mares groaned and yawned as they stretched, giving Twilight room to pull her arms free and get out of bed.

"What's going on?" Asked Midnight.

"Not sure," the unicorn replied, pulling on her panties and slipping into a shirt. "But, it sounds important." She then pulled on a pair shorts and ran over to the bed, giving Midnight a kiss on the lips. She then ran around to the other side and gave Aqua a kiss on the lips. "Bye, girls," she said quickly, running out of the bedroom door.

Midnight watched her leave before looking at Aqua and smiling. "Just us, now..."

"Yeah..." Aqua replied. "Just us..."

Midnight bit her lip and scooted closer to the blue mare. "I probably should get to know you better, so... on your back, Aqua," she said, pulling the mare underneath her.

Dash led Twilight down the hallway once the unicorn left her room.

"So, what's up, Dashie?" she asked.

"There's been a killing," the cyan mare explained as they began heading down the stairs.

"A killing?" asked Twilight. "I thought we brought back the police."

Dash smirked and eyed her. "An unusual killing."

There was something about the way Dash said that that made Twi feel a little nervous.

Dash parked her car besides the local game shop and parked her car. There were a couple police cars parked beside the building as well, one even having a tire up on the sidewalk. As Twi and Dash left their car, Spitfire came walking out of the blood-splattered door.

"The hell?" Asked Twilight, noticing the blood all over the glass door.

"Well well well... If it isn't the Elementals..." Spitfire said with a spiteful tone as she approached them. "The city's heroes."

Dash sighed and walked up to her. "What's going on?"

The yellow mare hesitated before turning and walking towards the bloody door. "There's been a killing. A brutal one," she said, opening the door.

"What's so unusual about this one?" Asked Twilight, still wondering why they were called in.

Spitfire eyed her and held the door open for them. "See for yourself."

Twi tilted her head and looked at Dash, who gave her a light nod. Twi then approached the entrance and looked inside, her eyes going wide in fright. Feeling like she was about to throw-up, she quickly turned away and coughed. "H-Holy shit..."

It was then Dash's turn to take a look, letting out a long whistle. "Damn... What the hell caused this?"

"We're not sure," said Spitfire. "But, this is about as crazy as the shit you deal with, right?"

"Maybe even crazier," Dash replied, entering the shop and looking down at the mutilated body. "I've never seen anything like this."

Twilight finally manage to calm herself a little and looked at the body again, noticing something. "Not to point out the obvious, but... why is he naked?"

Dash simply shrugged. "Last minute screw?"

"He had sex... and then he was killed?" The unicorn asked, trying to solve this mystery, but coming up with nothing.

"Magic was supposed to be a myth, right?" Dash asked. "Changelings are pretty rare, too... Couldd this be another... rare thing?"

"What, like another real life myth?" Twi asked, crossing her arms in thought. "It's possible... I mean, I'd have to read up on every myth relating to this murder..."

Dash let out a chuckle. "I guess you'd better get started, then..."

Octavia walked down the sidewalk with a smile on her face. After having just quit the strip club she was ready to begin her musical journey. As she passed by an alley, a couple colts approached her; one black and one blue.

"Hey, baby," the blue one cooed, stepping up to her. "You're that mare from the Wet Mare, aren't you?"

Octavia gasped softly and stepped to the side. "I... I am very sorry, but... I don't do that anymore," she said as she started to move around him. The black colt then grabbed her by the waist, forcefully walking her into the alley. "H-Hey! What are you doing?!"

The colt then held her against the side of the building, looking into her eyes. "We just want a free ride, is all... You know, we saw you at the strip joint."

"I told you, I don't do that anymore!" The mare cried out.

The black colt then put a hand over her mouth to shut her up. "Just keep quiet and let us have our fun," he said as the other colt unzipped his pants.

Octavia closed her eyes and whimpered as tears ran from her eyes. She began struggling and began to beat on the black colt's chest. He simply grabbed her left fist with his right hand and held it against the side of the building.

The blue colt smiled and pulled out his cock. "Get her ready," he cooed, stepping closer.

The black colt quickly grabbed the mare's pants and gave them a downwards yank, revealing her panties. Octavia squealed into the colt's hand and tried to bite it. He just let her do her thing as he grabbed her shirt, giving it a yank and tearing it open, revealing her bra. The blue chuckled and grabbed her panties, pulling them down.

"Get ready, bitch," he said darkly, gripping his cock.

Octavia prepared for the worst and clenched her eyes shut. She soon heard a grunt before a sickening squish noise.

"What the fuck?!" The black colt yelled, letting go of her wrist and mouth.

Octavia then dropped to her knees and cried, wondering what was happing but was also very upset and slightly traumatized. She then pulled her knees to her chest as she sat on her butt, hearing the sound of a sickening tear and liquid splattering. At the same time as she heard the noise, she felt a couple drops of something hit her in the face.

Once the trauma wore off she slowly opened her eyes, whimpering and sniffling. She then went wide-eyed as she saw the blue colt with a hole where his heart should be. The black colt lay by her feet, his head a few feet from his shoulders in a pool of blood. She then covered her mouth quickly before hearing something above her. Looking up, she found herself face to face with a red mare, who was covered in blood and somehow clinging to the side of the building like a spider. Octavia yelled into her hand before fainting, collapsing to the ground as everything went black.

Research

Twilight flipped through a book as she sat down at a table in one of the city's many libraries. Dash paced back and forth behind her as she tried to think.

"Vampires?" The cyan mare suggested. "They drink blood, right?"

"Vampires only drink blood, Dashie," Twilight said as she flipped a page. "They aren't required to fuck their victims and they certainly aren't that... messy..."

"Why is the fact that the body was found nude so important?" Asked Dash, not quite understanding why her unicorn friend was so hung up on this.

"I dunno..." The purple mare replied, flipping a page. "It just feels important..."

Dash let out a sigh. "Alright, then... What kind of creature seduces its victims before killing them?"

"The only ones I've heard of are Sirens and Mermaids... but..."

"But, what?" asked Dash. "If we got a case of Sirens then we gotta do something before we're overrun, right?"

Twilight eyed her as she flipped another page. "The book says there's only three, Dashie... So, unless they've been having orgies..."

"That would explain the sex, though..."

"That body was just the first, Rainbow. A lot more would be needed to overrun us." Twi then smiled. "Besides, the book says they're large, serpent creatures. If there was one, let alone three Sirens slithering around Ponytropolis... I think we'd know."

"And mermaids stick to water..." Dash said through her teeth, hoping she was on to something.

Twi started to flip the page before stopping and reading a page. "No, it can't be..."

Rainbow placed her hands on the table as she leaned in. "What? Find something?"

Twi simply passed her the book. The cyan mare looked down at it, reading the title of the chapter: Succubus

"A succubus?" Asked Dash, reading the page. "But... it's a demon... Those aren't real..."

Twilight held her head and closed her eyes tightly in thought. "The facts are all there... They seduce their victims, get their energy from the semen... and then eats them to satisfy its hunger..."

"Shit..." the cyan mare replied as she closed the book. "Well... fuck, what do we do?"

The unicorn hesitated in thought before leaning back in her chair. "Well... if we're dealing with a real life succubus... then, we're gonna need some help..."

"Help?" Asked Rainbow. "From who? And, who would be crazy enough to help us?"

Twi thought before smiling. "Someone who has nothing to lose..." She then slid her chair away from the table and stood up. "Someone who understands lust," Twilight said before turning and heading to the exit.

Dash thought for a moment before going wide-eyed, running after her. "Wait! You can't mean..."

Octavia let out a groan and found herself in her bed. She let out a gasp and gripped the bed sheets, pulling them up over her ripped shirt and looking around.

"What the hell?" She said, shuddering as she was still freaking out. "Did... Did I imagine her?" she asked herself, trying to figure out if the red mare she saw was real or not. "If she was, then... how did I get back here?"

She then heard a giggle. "You talk to yourself."

Octavia let out a yell and looked up on the ceiling. The red mare was sitting on it, upside-down as she looked down at her. "Y-You! You're real!"

Ruby looked herself over and nodded. "Yes."

"Wh-What are you and why didn't you kill me like the others?!"

Ruby tilted her head before crawling across the ceiling and disappearing into the living room. She then returned, her tail wrapped around the handle of the cello with the strum in her mouth. She then set the instrument on the bed and opened her mouth, letting the strum fall on top of it.

Octavia stared at her before her cello. "What the..."

The gray mare slowly came to the conclusion that she wasn't in any danger from... whatever this mare was. She then slowly slid into a seated position against the pillows and gently slid the bottom of the cello off the bed. While still holding onto the handle part she slid her legs over the side of the bed and sat beside her cello, getting into position to play it. Picking up the strum, she looked at Ruby, who was now sitting beside her on the bed.

"You want me to play, don't you?" asked Octavia, placing the strum against the strings of the cello. Ruby smiled and gave a single nod. "Alright, then..."

Octavia then started playing, a sweet, relaxing tune filling the room as Ruby closed her eyes and swayed slightly. She was clearly enjoying the music as the gray mare smiled. If this mare liked her music then maybe others would, too. She then became filled with determination and self-confidence. It was as if meeting this mare was part of her destiny. A sign saying she was doing the right thing.

This made her smile wider and close her eyes, now getting into it as she played and played, her left working the strings as her right moved the strum. The red mare was still smiling and swaying... until Octavia suddenly stopped playing.

"Say... How exactly did you know where I lived?" She asked.

Ruby opened her eyes with a smile. "Smells like you."

Octavia blushed lightly, thinking the mare meant she smelled. She then realized that this mare seemed almost animalistic, by the way she crawled across the ceiling, and concluded that she simply meant her scent. Giving the mare a smile, she went back to playing.

Twilight pulled out her phone and speed-dialed Celestia, placing the device to her ear. "Come on... Pick up, pick up, pick up, pick up, pick up..."

"Give her a minute, Twilight," Dash told her from the driver's seat as she drove her car towards the docks. "She's probably busy."

"This is sort of important, Dash," Twilight said, almost in a scolding tone. She then gasped and smiled. "Celestia! Sorry for the outburst, but we found out what caused the murder."

"WHAT caused the murder?" Asked Celestia, clearly wondering why Twilight was implying that a thing killed the colt.

"Yes. A succubus."

"A succubus? Are you positive?"

"I'm certain of it. The facts all add up. Victim had sex and was then torn apart. Succubi seduce their victims to gain energy from the semen and then eats them to satisfy their hunger. I'm telling you, we've got a succubus problem."

"If you are right, then this is very bad... Any ideas where it came from?"

"None. But, I have an idea on how to find it."

There was a slight pause on the other end. "How?" Celestia finally asked.

"This may sound rash, but I think we should recruit Chrysalis. She knows more about lust than anyone."

"That is exactly what I thought you were going to say..." The alicorn then sighed. "A Changeling would be useful against a succubus... Oh, dear..." There was another slight pause. "Alright, but... be careful... I will prepare everyone here for her arrival..."

"Thank you, ma'am," Twilight replied with a sigh, fearing Celestia would deny her request... but, also feeling a little worried.

Chrysalis may seem different but it was still Chrysalis. The unicorn then hung up and sighed. "All right, Dash... Continue on..."

"We're really going to get Chrysalis?" The cyan mare asked, wanting to triple-check their situtation.

Twilight nodded. "We're really gonna get Chrysalis..."

Recruiting The Enemy

Author's Note

FUN FACT
The Twi, Dash, and Chrysalis scene is exactly 666 words and that wasn't on purpose :derpyderp1::pinkiecrazy:

Recruiting The Enemy

Dash pulled up to the docks and parked her car. "You sure this is a good idea?" She asked, sounding unsure.

"Scared, Dashie?" The unicorn teased with a smirk, opening her door and getting out.

"Hell, no," the cyan mare replied, getting out and following the purple mare. "I just don't think this is a good idea..."

"It'll be fine..." Twi said as she tried to reassure the pegasus that everything would work out for the best.

"It's not that..." Said Dash, crossing her arms in front of her chest. "I just really really hate her."

The unicorn eyed her before looking down at the docks, seeing Chrysalis standing at the edge with Nala right beside her. "Here we go..."

Nala's ears twitched and she looked over her shoulder. "Um... Mother?"

The queen nodded. "I know..." When Dash and Twi stopped walking, the queen sighed. "What do you two want?" she asked, sounding uncaring.

"We, um..." Twilight said, suddenly realizing how ridiculous their request sounded. "We sort of... need your help..."

The queen simply looked at her for hat seemed like an hour before crossing her arms. "I'd be laughing right now if I weren't so depressed."

"Look, I know this is an odd request and, quite frankly, sort of a last resort, but..." Twilight paused and bit her lip. "We're dealing with a succubus."

The queen raised an eyebrow.

"It's true..." The cyan mare replied.

Chrysalis eyed her before looking back at Twilight. "Assuming I believed you, why would I help you?"

Twilight hesitated before sighing. "There... really isn't a reason why you should help us..." Twi said, hanging her head slightly.

Dash went wide-eyed slightly, wondering why Twilight wasn't saying what they had discussed earlier. She then patted her arm. "Twilight? What about the whole... nothing left to l--"

She was interrupted as Twilight knocked her hand away and looked at the queen. "We need your help... A succubus feeds off love... So can you... You could track her, right?" Twilight asked, sounding hopeful. "We've had our differences... Major differences, but... I'm asking you... As our only hope... will you help us?"

Chrysalis tapped her foot lightly as she thought, eyeing Nala. The Changeling eyed her back as they both looked at the mares once more. "It's true, I could track her..." the queen said, lowering her arms and heading for their van. "We should hurry in case she decides to leave the city..."

"Wh-What?!" asked Dash, turning to face her as the queen and her daughter passed them. "You're helping us?! Just like that?!"

Chrysalis stopped moving and turned to face the cyan mare. "Let me get one thing straight..." she said, walking up to Dash and staring her in the eyes, making her feel uncomfortable. "I'm no doing this for you... Or them... I'm doing this for her," she said as she looked over at Twilight.

The unicorn looked surprised and blushed a little, not understanding why the queen had sad that. "Um... What?" She asked. "Why?"

Chrysalis walked over to Twilight and hesitated before reaching a claw-like finger out and placing it under Twi's chin, forcing her to look up at her. She then smiled lightly. "Because... you remind me of me... all those years ago..." She then pulled her finger away and began making her way back towards the van.

Twilight eyed Dash, who was staring a her. "Uh..." the purple mare replied, sounding stunned. "Yes, well, uh... I guess we'd better get a move on..."

Vinyl awoke to the sound of a cello and sighed. "Too early..." she groaned and stood up, realizing she was in a closet. "Again?" she asked, opening the door and leaving

She then stopped when she spotted Octavia playing her cello, a red mare sitting beside her and listening. Octavia stopped as both mares looked at her.

"Fall asleep in the closet again?" asked Octavia with a chuckle.

"Yeah..." the DJ replied, looking at the red mare. "Who's this?"

"This?" asked the cellist. "This is Ruby."

The red mare sniffed and let out a low growl, making Vinyl take a step back. The two stared each other down before Ruby slowly got off the bed.

"I leave now..." the red mare replied as she pulled her cloak's hood on.

"Leaving already?" asked Octavia.

"Yes," both Vinyl and Ruby replied before the red mare turned, heading for the door.

Octavia looked confused as she watched the mare leave. She then looked back at Vinyl. "What was that about, Vinyl?"

"Do you know that mare?" The DJ asked. "Like, at all?"

"No, but..."

"Then, why'd ya bring her back here?"

"She brought me back..." Octavia explained. "She saved me from these guys who were trying to rape me..."

"What happened to the colts?"

"Well, they, uh..." Octavia said, sound nervous as she didn't want to say.

"Stay away from her," Vinyl said before glancing at the window. Letting out a groan, she shielded her eyes from the sign and held ehr forehead, moving back towards the closet. "Damn, that's bright..."

Octavia let out a chuckle. "That is what happens when you sleep in a dark closet, Vinyl," she said as she close the blinds.

"Very funny..." Vinyl groaned as she climbed into bed and sighed happily. "Much better..."

The cellist sat beside her on the bedside. "I wish I could spend time with you at night, Vinyl..." Octavia cooed as she rubbed Vinyl's cheek.

"You have work in the daytime, babe," the DJ said, sounding tired. "You need your sleep..."

"I know..." Octavia said as she leaned in and kissed Vinyl's forehead. "Morning, sweetie."

Vinyl chuckled. "Mornin', Octi..."

Enemy At HQ

The drive back to Elementals HQ was an awkward one as Twi and Dash tried not to look n the backseat at Chrysalis and Nala. The Changelings tried their best to avoid eye contact as well, everyone keeping silent until Dash pulled up to the hotel.

"Here we are," she said, breaking the silence. She then got out. "I'll let the boss know they're here," she said as she ran inside.

Twi watched her leave before looking back at Chrysalis, who wasn't moving a muscle. "It's okay to be nervous."

"I'm not nervous," the queen replied as she crossed her arms.

"It's okay to be not nervous, too," Twi replied with a light smile.

Nala actually cracked a light smile as her queen opened the car door and stepped out. Twilight let out a sigh as Nala followed her queen, before getting out as well. Closing her door, she walked passed the two Changelings as she led them towards the front door. When they were close enough to open the doors, the doors opened and Celestia stepped out. Twi had to quickly step aside to avoid getting hit by the door as Celestia and Chrysalis stared at each other.

The white alicorn slowly began walking towards the queen. At first, Twilight thought Chrysalis was about to get a fist to the face. Instead, the alicorn held out a hand. Chrysalis eyed it and looked Celestia in the eyes for what seemed like an hour. She then reached out and slowly shook it.

"Welcome back," Celestia said with a smile.

The Changeling leaned in with a frown. "I'm not back... This is only temporary," she said, before walking passed the alicorn as she and Nala headed inside.

Celestia smirked and eyed Twilight. "She's back."

Twi stifled a giggle as they both heard Chrysalis yell, "Not back!"

"She is," Celestia said a little more softly as she and Twilight both headed inside.

Fluttershy was eating a veggie burger in the dining room, her ears twitching when she heard voices in the main hall. Glancing over her shoulder, she looked out of the open doors and saw Chrysalis being lead to the stairs by Celestia. The queen suddenly looked over at her, their eyes meeting for a second before Shy gasped and looked away. She then held her chest as she felt her heart rate quicken, probably due to the fact that the one she had a crush on was actually here. When she looked back, the Changeling and Celestia had left. The shy mare then looked back at her burger and sighed as Angel hopped up onto the table.

"Oh, Angel bunny... This just became easier and harder..." she whimpered as she took another bite of her burger.

Celestia sat down behind her desk as Chrysalis sat down in a chair in front of the desk, crossing her legs as she leaned back.

"So, I assume you are aware of what exactly is going on?" Celestia asked.

"Yes, Twilight mentioned a Succubus."

"And, you believed her?"

The queen smirked. "Look at me, Celestia... Changelings were once thought a myth... No more, it would seem. And, besides... I have an unusually large amount of respect for your... new pet..." Chrysalis said as she tried to find the right term.

The alicorn nodded with a light smile. "Well, this Succubus has only killed once and it was at night time. This leads me to believe she only attacks at night."

"That does make sense..." the queen agreed.

"So, you will help us?"

"If this thing is a Succubus... then, she feeds off love..." Chrysalis explained. "I may feed off love as well but I also have a large amount of love towards my only child. Remember her? The one you didn't kill?" Chrysalis said with a glare.

"You mean the only one that you did not get killed?" Celestia said, glaring back.

The queen let out a yell and quickly stood up, her fists clenched but did nothing. She then turned her back to the alicorn and light crying could be heard. Celestia's expression softened as she got up, before slowly walking around her desk. Once she was close enough she reached out and gently rubbed the queen's back, only to have it swatted away. She then placed her hand on her shoulder and stepped right up to her.

"I am so sorry..." she said sympathetically.

Chrysalis eyed her with watery eyes, sniffling. "It's all my fault," she whimpered.

The alicorn quickly pulled her into a hug, the queen hugging back. "Oh, Chryssi... I am so so sorry..." she said softly.

Both simply hugged each other for what seemed like forever before the queen broke the silence. "This doesn't mean I'm back..."

Celestia chuckled softly. "I know, Chryssi... I know..."

Fluttershy was heading back to her room and was about to walk passed Celestia's room when the door opened. Chrysalis suddenly stepped out and closed the door before Fluttershy bumped into her.

The queen quickly turned to face her. "You?" she asked. "Staring at me wasn't good enough? You have to go and bump into me?"

"I-I-I'm so sorry, I..." Fluttershy whimpered as she took a step back. "I-I didn't have enough time to react, and..."

"And, I-I-I don't have time for this shit," the queen snapped, mocking the shy girl's stammering. "Now, if you'll excuse me, I got a basement to go make into my home..." she said as she pushed passed Shy.

The girl stumbled only a little and watched Chrysalis leave. Every fiber of her being told her to stay away but she knew she had to try.

Surprise! / Newfound Feelings

Pinkamena was whistling a tune to herself as she walked down the sidewalk. As she passed an alley a white-ish blur dove out from it and slammed into her, both mares falling to the ground.

"Derpy?" asked Pinks, rubbing her head. "What's wrong?" She asked, before opening her eyes and noticing the mare atop her was pure white with poofy yellow hair. "You're not Derpy... You're... really white..."

"You gotta help!" The white mare exclaimed, quickly getting to her knees beside the pink mare. "Th-There's bodies!" She yelled, pointing to the alley.

Pinks tilted her head and got up. "Wait here..." she said to the white mare as she stepped into the alley. "What the fuck?" She asked as she saw a blue colt with a hole where his heart should be and a headless black colt, whose head was a few feet from the body. The pink mare tilted her head and walked up to the side of the building where there were bloody hand prints on the wall. "Looks like another succubus victim..."

"Did you see them?" Asked the white mare as Pinks left the alley. "Did you see all the blood!" She gasped, clearly in shock.

Pinks quickly stepped up to her and covered her mouth. "Shhh..." she said, putting a finger over her lips. "Not so loudly... Don't wanna cause a panic, got it?"

The white mare nodded her head before Pinks pulled her hand away. She then took out her phone and speed-dialed Celestia's number. "Yes, hello? It's Pinks. There's two more bodies. Huh? No, I'm with someone else. Umm..." She then looked at the mare. "What's your name?"

"Surprise!" The mare cheered, throwing her arms out to the side with a large smile.

Pinks raised an eyebrow. "That your name, or... you doin' a thing?"

The white mare kept her pose and smile "My name," she cheered.

Pinkamena nodded. "Yes, Celestia. I'm here with Surprise. Yes, ma'am, I'll wait right here with her.

Chrysalis was walking down one of the hotel's basement's halls when she heard a voice from behind her.

"Chrysalis!" Came a gentle voice.

The Changeling looked over her shoulder to see the butter mare running down the hall towards her. She let out an annoyed sigh and turned to face her as the mare slowed down on approach.

"What do you want?" asked Chrysalis as the pegasus panted lightly in front of her.

"Th-There's... something I wanted to... tell you..." Shy panted.

"Yes, I was able to figure that part out on my own," the Changeling said, sounding annoyed. "Now, tell me what it is..."

Shy waited a few seconds till she could breathe normally again. "B-Before... when you were pretending to be Luna... I sort of... I dunno, I... W-Well, I, uh..." she stammered, blushing heavily as it was clear she was embarrassed and nervous.

"Spit... it... out..." Chrysalis growled through through her teeth.

The mare whimpered a little. "I... think I... sort of... started to... like you..."

"Like me?"

"I think..."

"You think..." Chrysalis repeated. "Well, thanks for the chat... Now, if you'll excuse me..." she said, starting to turn away.

"Wait!" Shy gasped, grabbing the Changeling's arm. "I think I really--"

She let out a gasp as Chrysalis whipped around, grabbed her throat, and backed her into the wall roughly, holding her in place.

"Listen here, you stupid bitch!" the Changeling growled. "I never liked you! I was only using you to feed off of and gain power... Those times we fucked... It was for the fun of it... IT WAN'T BECAUSE I LIKED YOU!!! NOW, GET THIS THROUGH YOUR THICK SKULL AND LEAVE ME THE FUCK ALONE!!!"

She quickly released her grip and the mare dropped to the floor, choking. The Changeling then turned and began walking down the hall.

The shy mare coughed and sniffled, starting to cry softly. "B-But..." she muttered to herself. "I-I think I... really... loved you..."

The Changeling was almost at the end of the hall when she suddenly clutched her chest, feeling a surge of energy. She let out a soft gasp , going slightly wide-eyed when she realized where it came from. She slowly looked over her shoulder at the crying mare and gasped again.

"No fucking way..." she muttered to herself. She turned back around and looked down at her chest. "Impossible..."

She couldn't believe she was receiving actual love that wasn't forced in any way. It also felt stronger and better than any she's ever felt. Was it possible that someone finally loved her for her? If so, she was stuck on what to do next. She had an image to keep and she also had a reputation at being a bitch... but, this mare actually had feelings for her. True feelings.

Fluttershy whimpered and cried into her knees, holding them close to her chest when she suddenly heard the sound of approaching footsteps. She sniffled and looked up to see Chrysalis standing above her. To her surprise, the Changeling knelt down to look her in the eyes.

"You don't... think I look... ugly?" the Changeling asked.

Fluttershy sniffled and shook her head. "No..."

"Scary?"

Shy shook her head again. "No... I think you look... enchanting..."

Chrysalis leaned back a little in surprise. "Enchanting?"

"Mmm-hmm..." Fluttershy replied with small nod and light smile. "Like something out of a fairy tale..."

The Changeling gasped softly and looked down at the floor. "No one's ever... said I looked... well... not scary..."

Fluttershy smiled a little more and leaned in, lowering her knees till she was in a kneeling position. "You know... you look cute when you're not all... frowny..."

Chrysalis eyed her through her own hair without moving her head. "Cute?"

Shy nodded, smiling more. Chrysalis smiled back and slowly reached out, gently placing her clawed hand on Shy's cheek. The pegasus nuzzled it before leaning in more and wrapping her arms around the queen. Chrysalis gasped softly before hugging back, gently placing her hands on Shy's back before nuzzling her neck.

Both held each other close in a loving hug, not saying a word. As they did, Chrysalis' veins began to glow a faint green. The shy mare smiled and ran a finger up and down Chrysalis' back.

"That's so pretty..." she cooed, admiring the queen's glowing veins.

"They only look that way because of you, Fluttershy..." Chrysalis explained. "I'm so sorry I treated you like shit earlier..."

"That's in the past..." Shy cooed.

The Changeling let out a chuckle. "You mean a few minutes ago?"

Fluttershy chuckled as well as they both nuzzled each other some more, both feeling really happy that they found what they were looking for.

FlutterChrys

A large crowd had gathered around the alley where the bodies were found as paramedics set them on stretchers. Pinks and Surprise watched them wheel them away.

"So much for subtlety..." the pink mare muttered when both she and the white mare heard a voice from behind them.

"Surprise?!" A brown mare yelled as she pushed her way through the crowd.

The mares looked over their shoulder as the brown mare ran up to Surprise and hugged her.

"Oh, babe, I was so worried!" The brown mare said, sounding upset.

Surprise smiled and hugged her back. "I'm fine, Ginger..." she cooed as Pinks just watched. Surprise then eyed her and smiled. "This is my girlfriend, Ginger."

The brown mare pulled back from the hug and wiped her eyes before holding her hand out. "Ginger Snap," she said with a light smile.

Pinks took her hand and shook it lightly. "Pinkamena."

Ginger smiled and turned to Surprise. "Come on. Let's head back home, okay?"

The white mare nodded and hugged her. "Let's go..." she said as she took Ginger's hand and began walking away.

"Hey," Pinks said before they got too far. "You two be careful."

"Will do!" Ginger called back.

The pink mare watched them leave before looking back at the ambulances, watching the paramedics load up the last body. Just then the pink mare's phone rang. Letting out a sigh she quickly answered it.

"Hello?" She asked.

"I hear there is panic in the streets?" Celestia voice asked.

"Yeah, sorry about that, ma'am..." the pink mare apologized. "It's just that a civilian walked by and saw the bodies before I could do anything. I did manage to spread the word that it was a simple animal attack, but... I don't know if they bought it..."

"None of that matters now... Our biggest priority is finding this Succubus before it does any more harm..."

"Understood. Shall we call in Chrysalis now?"

"I was thinking the same thing... I'll have Dash tell her later tonight when the Succubus is most active."

"Also understood, ma'am... Anything else you want me to do?"

"Just keep a look out. And be safe."

Pinks nodded, as if Celestia could see her. "Got it. Catch ya later, ma'am," she said, hanging up once she heard the line go dead.

Fluttershy laid on her back as Chrysalis sat beside her, looking down into the shy girl's eyes.

"Are you sure you want this?" Asked the Changeling. "Are you sure you want... me? After everything I did?"

Shy smiled and nodded. "Mm-hm... I can't explain it... And I don't think what you did wasn't wrong... It's just when we used to have sex back when you were Luna, I... came to like you... When we had sex you were so good," she said with a heavy blush "A-And you made me feel good... And then I saw you for what you really looked like, and... W-Well, I wanted to be with you. Though, I did have my doubts that my feelings were for you and not for Luna, so... I tested it out..."

"You tested it out?" Asked Chrysalis, leaning in further and kissing her neck. "What do you mean?"

"I asked her out for a temporary relationship to see who I had feelings for, and... i-it didn't feel right with her..."

The queen lifted her head to look the mare in the eyes. "You sure went through an awful lot of trouble to get this far... I didn't know you... cared so much..."

"Well, after getting to know you now, I'd say I care even more," Shy said with a light blush.

Chrysalis smiled and hesitated before leaning in, gently kissing Fluttershy on the lips. The pegasus kissed back before the Changeling re-positioned herself so she was straddling her lap. Flutters reached around and wrapped her arms around the queen, their covered breasts squishing together like two soft pillows.

After a moment, Shy broke the kiss. "Let me slip into something more comfortable..." she said with a light blush. It didn't seem like she was simply embarrassed to say such things but rather embarrassed that she liked it. Chrysalis smiled and rolled off her, resting on her back. "You can, too, if you want to..." Shy said softly as she climbed off the bed.

The Changeling looked herself over before looking at Shy again. "I'm already wearing practically nothing..."

Flutters looked her over and smiled. "Oh... Right," she said as both Chrysalis and herself had a little laugh. "Back in a sec," she then said as she left the room.

Chrysalis smiled and leaned her head back, looking up at the ceiling for a bit before hearing a timid voice.

"Um... I'm back..." Fluttershy said as she entered the room, wearing nothing but a white nightgown.

Chrysalis looked at her and smiled. "Wow..." she said in awe before holding her arms out. "Come here..."

Fluttershy smiled and crawled onto the bed, her breasts dragging across the sheets before they began moving over Chrysalis' legs. The Changeling licked her lips as the shy mare crawled up to look her in the eyes.

"Chrysalis, I..." Fluttershy began, her voice cracking a little. "You have no idea how happy I am..."

The Changeling placed a hand on Shy's cheek and rubbed gently. "I'd say about as happy as me..." she said before leaning in and kissing Shy on the lips.

Flutters kissed back and both closed their eyes before Chrysalis, without breaking the kiss, rolled Shy onto her back. She then ran her hand down Shy's belly and to her crotch, rubbing the huge bulge. Shy let out a cute moan before breaking the kiss.

"I sure missed this," the Changeling said with a smile as she rubbed some more.

Fluttershy moaned a little more before biting her lip and then rolling the Changeling onto her back again. She then began moving lower on Chrysalis' body, a huge blush on her face as she kissed the tops of Chrysalis's breasts. To Chrysalis' surprise, Shy moved even lower until her face was near the queen's crotch. The pegasus then gripped the queen's skimpy, panty-like clothing and began pulling them down.

"W-Wow, Fluttershy," Chrysalis said with a light chuckle. "Didn't know you were... this forward..."

"W-Well, I've... seen Luna's..." the shy mare said softly, blushing heavily. "B-But, I haven't seen yours yet..." She then took a deep breath and pulled the panties down so the queen's pussy was visible. The outer part was black like her skin but the inner skin was green instead of pink. "W-Wow..." the pegasus said as she leaned in. "So... different..."

"Changelings have green muscles and blood instead of red like you normal ponies..." Chrysalis explained with a smile. "Sort of makes sense our pussies are green, too..."

Fluttershy nodded and placed her hands on Chrysalis' hips, using her thumbs to spread the queen's lips so she could peer inside. "So green..." she commented, before giving the inner flesh a lick.

Chrysalis let out a loud moan and gasped. "Oh, F-Fluttershy! D-Don't stop..."

The shy girl blushed but smiled and kept licking at the queen's pussy. She slid her tongue all over the inner walls before locating the green clit and wrapping her lips around it. Chrysalis gripped the sheets and moaned out, arching her back slightly. The queen then quickly gripped her own top and pulled it off, throwing it aside. Quickly grabbing her tits, she then began pinching and twisting her nipples as she moaned out.

"Oh, f-fuck!" The Changeling moaned out, her veins glowing green as she gripped her tits roughly.

Fluttershy eyed her with a smile, loving that she was making her dream girl this happy. She then dove in deeper and licking around some more until the queen couldn't take anymore. Arching her back once more, Chrysalis moaned loudly as a stream of her green-hued juices squirted Shy in the face. After licking around a little more, Fluttershy pulled away and licked her lips.

"Mmm... You taste even... better than I imagined..." Shy replied with a blush.

Chrysalis panted and smiled as she held out her arms. "Come here... I wanna feel you inside me..."

Flutters smiled widely and crawled up to look her mate in the eyes. "I get to put it in you this time?"

Chrysalis nodded and reached down to Shy's hips before pulling her gown up. "You bet I do..." she cooed as she pulled the gown to the girl's breasts. Fluttershy then sat up and pulled it the rest of the way off, before tossing it aside. The Changeling reached out and gripped Shy's breasts and licked her lips. "Damn, these are big..." She then wrapped her arms around Shy and pulled her into a kiss. "Now, put it in..."

Fluttershy smiled and reached down to her crotch, grabbing her dick and aligning it with the queen's pussy. Without hesitation, she pushed it inside with a loud moan, receiving a moan from Chrysalis as well.

"Holy shit, you're big!" The queen gasped as she then kissed Shy deeply on the lips.

The pegasus then began moving her hips up and down, feeling extremely happy that she was now fucking the one she truly loved. Chrysalis veins kept glowing green as not only was Chrysalis receiving pleasure from Shy's cock but also receiving energy from the love. This combination made her moan loudly and wrap her legs around her lover.

She then rolled them both over before moving her hips around. "Damn, you're so fucking amazing..." she moaned out before sitting up and bouncing up and down. Fluttershy moaned out as well as she watched the queen's breasts bounce up and down with her. The pegasus reached and gripped the tits as she tilted her head back and moaned. After a bit more riding, the queen reached out and gripped Shy's breasts, both girls feeling the other's chest before Chrysalis leaned back in for a kiss.

Shy let out a moan and made a quick thrust into the queen, breaking the kiss briefly. "S-So close..." She panted cutely.

Chrysalis smiled and gave Shy's neck a quick lick as she kept moving her hips. "Go ahead... Cum inside me..."

Before Fluttershy could respond, she gripped Chrysalis' hips and slammed them into her own, holding the queen in place as Chrysalis suddenly felt a few huge spurts of cum shoot into her. The queen moaned out as she felt her insides fill to the brim, before feeling the liquid splatter all over her thighs. Her veins even managed to glow brighter than before until Shy's orgasm ended.

The Changeling laid atop her lover, panting as the glowing in her veins faded in and out like a pulsating light. "So... good..." she moaned out.

Fluttershy smiled and nuzzled the queen's cheek. "I love you..." she whispered. "So much..."

Chrysalis felt a single tear trickle from her eye before she blinked a few times. "I love you so much, too..." she said as the two then simply cuddled, Fluttershy's rod still buried deep within the queen.

Tracking A Succubus

Later That Night...

Ginger gave Surprise a kiss before the white mare moved to their apartment door. "I won't be long. I just wanna hit the shops before they close."

Ginger nodded. "Be careful. Remember, there's a scary monster out there," she said with a light smile.

Surprise gave a chuckle as she opened the door. "Sure. Back soon, babe," she said before leaving.

Ginger smiled before turning and heading towards the bathroom. She gripped the bottom of her shirt, ready to pull it off when something in the living room caught her eye. Letting go of her shirt, she turned and headed into the living room, making her way over to an open window.

Looking outside, she saw nothing. "Huh..." she muttered, closing it.

Turning around, she began making her way back to the bathroom, pulling her shirt off and tossing it aside.

Chrysalis let out a sigh as she nuzzled Shy's cheek, both still cuddling in the pegasus' bed. "I think we fell asleep..." she said with a chuckle.

Fluttershy let out a yawn and smiled, gently rubbing Chrysalis' back when there was a frantic knock on the door. Shy let out a light "Eep" before getting out of bed and grabbing her nightgown. Once she was dressed she made her way to the door and opened it, revealing an unhappy Dash.

"That thing in here with you?" She asked, getting a nervous look from the other pegasus.

"Um... Y-Yes, Dashie, we're... sort of dating now..."

The rainbow-haired mare went wide-eyed. "You're what?! With her?" She said, asking that last part in a loud whisper as if she realized how loud she as initially.

"What's the matter, Dash?" Asked Chrysalis, who was leaning against the bedroom door frame, still naked. "Jealous?"

"Jealous?" Asked Dash, glaring at the Changeling. Of you, maybe... Of Shy... no... I actually feel bad for her having to look at you when she wakes up."

"At least I have someone, Rainbow," the queen spat, beginning to walk towards the two mares. "Who do you have?"

"I have Twilight."

"I-I thought Twi was... with Midnight..." Fluttershy said softly.

Dash eyed her as Chrysalis chuckled. "More jealousy?"

"Sorry," Shy mouthed at Dash. Though, it seemed like she wanted to speak, only nothing came out.

"I could have anyone I want," Dash finally said. "I'm just not ready for a serious relationship yet."

"Sure, you aren't..."

"I'm not!" Dash protested.

"Girls, please..." Shy said as loud as she could muster. "You have a job to do... Right, Dash? Isn't that why you came here?"

Rainbow eyed the quiet pegasus before looking at Chrysalis. "Yes, and, unfortunately, I need her help..."

"Then, stop arguing and do your job..." Fluttershy pleaded. "Please. We're counting on you to find that thing..."

Dash eyed her again before returning her gaze to Chrysalis, letting out a sigh. She then patted Shy on the shoulder before turning and heading down the hall. "Get dressed and meet me outside..."

Chrysalis watched her leave and then sighed as well. "What a bitch..."

"Chryssie..." Flutters said, hearing the rude name-calling. "I know she can be really stubborn at times, but you two need to work together..."

The queen nodded. "I know, and... I suppose I could try to get along with her..." she said as she gently pulled Shy close to her. "For you..."

Fluttershy smiled up at her. "Thank you..."

Ginger turned the water on in her shower and stepped in. "Mmm, that feels good..." she said, sighing happily.

She and Surprise had found a really good deal on this hotel room. It came with a few perks, such as a big bathroom with a glass wall shower. Ginger then closed the glass door and closed her eyes, letting the water rush over her.

After a little while she heard the bathroom door open. "Surprise?" She asked. "Baby, is that you?"

She then opened the door with her eyes closed, trying to find her towel on the wall. Once she found it, she took it, realizing someone was holding it. "Thanks, babe," she said with a smile, wiping her eyes.

When she opened them she found herself face-to-face with a naked red mare with piercing red eyes. Ginger let out a scream as the red mare quickly moved towards her.

Chrysalis leaned against her door, looking out the window as Dash eyed her from the driver's seat.

"Fluttershy's right..." Dash finally said.

The Changeling nodded slightly. "Of course she is..." she muttered.

"We may hate each other, but we still have to work together, so... temporary truce?" She asked, holding her right hand out.

Chrysalis eyed her and slowly reached her hand out. The shake lasted for a fraction of a second before both pulled their hand away.

"So... Sense anything?" Dash asked.

Chrysalis shook her head. "No..."

Ginger scooted backwards until she hit the side of the tub, staring wide-eyed in horror as the red mare crawled towards her.

"P-Please, don't... h-hurt me..." the brown mare whimpered as Ruby crawled on top of her to look her in the eyes, their faces centimeters apart.

"Your girlfriend squealed..." the red mare replied. "Hard to stay hidden when people know..."

"Huh?" Asked Ginger, not really understanding the way this mare was speaking. She seemed to have almost learned how to speak perfect English, however some things still seemed cryptic. "O-Oh, the... a-alley?" Ginger asked, suddenly realizing. "Y-You mean how she... made a scene?"

Ruby nodded and leaned in, sniffing Ginger's neck. "Attention... Unwanted..." She then lifted her head to look the mare in the eyes again. "I need to make sure you don't squeal anymore..."

"W-Wait, wha--?" Ginger started to ask when Ruby quickly grabbed her neck. Tears fell from her eyes as she stared at the red mare.

Ruby smirked and quickly leaned in, kissing he mare on the lips. Ginger went wide-eyed as she felt the red mare's tongue slide into her mouth and almost halfway down her throat. The brown mare began to gag and choke as she found it extremely hard to breathe. Ruby then broke the kiss and pulled back slightly, her tongue still deep in the mare's throat. Ginger wanted to scream for help but was finding it impossible.

Chrysalis quickly sat upright with a gasp. "So, that's what it feels like..."

Dash eyed her. "You feel something?"

The Changeling nodded. "Yes. That way," she said, pointing to the right, outside her window.

Dash nodded and quickly weaved through cars as she swerved right at the next intersection, making a few drivers honk their horns as they had to slam on the brakes.

"What else can you tell me?" Asked Dash.

Chrysalis shook her head and shrugged. "I-I don't know. This is my first time tracking a different species' love... But, going from the level of energy I'm feeling... I'd say she's getting ready to feed."

"Let me know if it gets stronger..." said the cyan mare, a determined look in her eye as if she would do anything to get to the victim in time.

Ruby quickly pulled her tongue out, making Ginger gasp for air. "No good to me to just kill you..." she cooed, leaning in and licking up the mare's neck. "I need food..."

Ginger gasped and coughed. "Wh-What?" She stammered.

Ruby then ran a fingernail down the mare's neck and to her chest before gripping her breast. Ginger let out a shuddered gasp as she tensed up.

The red mare let out a chuckle as she leaned in and began licking the nipple, feeling the levels of need rising within the brown mare.

"P-Please, s-stop!" Ginger cried as Rub slid a hand between her legs. "Not... until... I feed..." Ruby almost sang as her eyes gave a light flash of red. "And, when I'm through with you... I think I'll feed on that girlfriend of yours..."

Ginger whimpered and closed her eyes as she felt something other than water trailing down from her pussy.

Dash sped up and eyed Chrysalis. "We close?"

Chrysalis looked around before nodding. "Should be somewhere around here... But, I can't say where for sure..."

Dash let out a groan. "Someone's life's at stake!"

"Don't you think I know that?!" Chrysalis snapped back. "I got us this far, didn't I?!"

"Doesn't matter how far you've brought us if we still fail!"

Ginger panted and moaned as she felt an orgasm near.

"That's it..." Ruby moaned, licking her lips. "Give me you energy..." she cooed, fingering the mare faster.

Ginger's moans increased as her back arched, getting ready for her orgasm. Suddenly the bathroom door opened, revealing Surprise.

"No one makes my girlfriend cum but me!" She yelled.

Ruby glared at her before leaping back onto the shower wall before leaping out for the door, knocking over Surprise. Ruby then slid over to a window and looked back at the white mare. After opening her mouth wide, revealing her sharp teeth as she hissed, she turned and dove out of the window, quickly reaching out and sticking to the side of the building.

Dash looked up at hearing glass shattering before slamming on the brakes. "There!" She yelled, pointing. Chrysalis looked up, too, to see a red mare crawling on the side of a tall apartment building. Dash then got out of the car, pulling her gun. "Take the car and follow that thing. I'm going to check on the victim." Chrysalis nodded and slid into the driver's seat. "Oh, and... Chrysalis?"

"Yes, Dashie," asked the queen, knowing she probably wasn't going to like this.

"Scratch the car... and I kill you..." Dash warned before running towards the building.

Chrysalis let out a sigh as she closed the door. She didn't like it. The queen then slammed on the gas and took off as the Succubus leapt from the apartment building onto the roof of another building.

Inside the building, Dash ran up the stairs, counting the floors as she made her way to the 6th floor. "Four... Five... Six..." she said, before running down the hall to the room at the end.

A couple ponies were already standing in the hall after hearing the window shatter. Dash ran right passed them and barged into the room, looking around and spotting the broken window.

"Shit..." she groaned, before hearing an orgasmic moan. Ears perking, she made her way to the bathroom and stood in the doorway.

Surprise looked over at her as she pulled her fist from Ginger. "Um... Hello." Dash stared at them, a blush on her face. "What?" Asked Surprise. "She was on edge."

Chrysalis swerved around the corner and parked the car on the side of the road. She then quickly got out and leaped at the building, climbing up the side of it before standing up on the roof, looking around. The source of the Succubus' lust energy was fading until it was gone entirely.

"Shit..." the queen grumbled, crossing her arms. "This thing is fast..."

Surprise stepped out of the shower and noticed Dash's gun. "Were you looking for that red mare?"

"Red mare?" Asked Dash. "Well, that's certainly more information we could use," she replied with a smile, holstering her gun. "You know, you two probably shouldn't stay here any longer..."

"Well, where would we move to?" The white mare asked, tilting her head.

Dash smiled sadly. "After the recent battle at the hotel... there are plenty of rooms available..."

Surprise nodded sympathetically. "Well... Thanks," she replied with a light smile. "I'm sure we'd be much safer there..."

Ginger's panting slowed as she nodded. "Y-Yeah... Sounds safe."

Dash chuckled and took out her phone. "Let me make a call..."

Jade's Past / Returning With A Surprise

Dash rested her head in her left hand as she drove with her right. "I can't believe you let her get away..."

"It wasn't my fault..." Chrysalis said, crossing her arms. "She was too fast..."

"That's your excuse?" Dash asked. "She was too fast?"

"I think it's a perfectly good reason for losing her..."

"Are you two in love?" Asked Surprise from the back seat.

Both Dash and Chrysalis looked back at her before Dash re-focused on the road. "Hell, no," she replied.

"Why would ever think she and I were in love?" Asked Chrysalis.

Surprise shrugged. "You fight like a married couple?"

Dash and Chrysalis eyed each other without saying a word.

"I just wanna thank you for taking us with you..." Ginger said, trying to ease the tension. "Thanks for looking after us."

"Oh, yes," Surprise replied. "We're very grateful. Hopefully you don't have any monsters at your hotel."

Dash eyed Chrysalis. "Just her..."

Chrysalis slowly held up a fist before slowly extending her middle finger.

Surprise looked back and forth between them before looking at Ginger. "So, that thing didn't hurt you, did she, babe?"

Ginger smiled and shook her head. "Only raped me and... almost ate me..."

"You're lucky I showed up," Surprise said with a smile. "Actually we're both lucky I showed up... I couldn't live without you."

Ginger smiled and leaned in, kissing her on the lips.

Rainbow eyed the in the rear view mirror before slowly eyeing Chrysalis.

The Changeling was smirking. "Jealous?"

Dash growled under her breath as she kept her eyes on the road.

Vinyl & Octavia's

Vinyl loaded the last of her DJ equipment into the back of her white van. On the side of the van was a large, black, musical note in front of a vinyl disc. The DJ herself was wearing a white top that revealed her entire belly and black almost-skin-tight pants. She also wore a dark blue vest with her cutie mark sewn onto the right breast.

"Don't you think you should help?" Asked Octavia as she left the house, wearing a nightgown and slippers.

Vinyl looked over her shoulder. "We've been through this before, Octy... Hunting scum like her isn't part of my job..."

"But, you can do something... Why not help?"

Vinyl sighed and walked to the front of the van, opening the door. Hesitating, she looked over at Octavia. "I'll think about it, okay? I sort of have my own agenda..."

The cellist nodded in understanding. "I know... You've told me the whole story..."

The DJ smiled and reached into her inside vest pocket and pulled out a pair of shades. "Thanks, sexy," she said as she put the shades on and climbed into the van, closing her door and rolling down the window.

Octavia let out a chuckle. "Such the smooth talker..."

Vinyl gave her wink and rested her arm on the door. "See ya later, babe," she said, before driving off.

Octavia waved bye to her. "Have fun!" She called, before lowering her hand.

Letting out a yawn, she headed back inside for a nap.

Bit & Bridal...

Jade quickly sat up with a gasp, her body covered in sweat. She then put a hand to her mouth as she held back the urge to cry.

The drake beside her let out a yawn and opened her eyes. "Jady?" she asked tiredly. "What's wrong?"

"N... Nothing..." The green mare said softly, laying back down between the still-sleeping Flog and the dragoness.

"You can tell me..." Sterling said as she tried to stay awake in case the green mare wanted to talk.

Jade eyed her before sighing and rolling onto her side to face her. "I... had a nightmare... A bad one..."

"A nightmare?" Asked the dragoness. "What about?"

"The past... A memory..." Jade then hesitated. "Remember when I got my memories of being a werewolf back?" Sterling nodded, seemingly interested in the mare's story now. "Well, I'm now remembering even m-more, and..." she said before covering her mouth again as tears filled her eyes.

Sterling quickly wrapped her arm around her and held her close. "It's okay..." she said, trying to calm the mare. "What happened?"

"I... I-I had a sister..."

Jade stood with an empty look in the center of an empty lab room. A brown stallion walked up to her with a clipboard.

"Looks promising..." he said as he looked into the mare's eyes. "A blank slate..."

Another stallion, a yellow one, walked up beside him. "Test her now. Let's be sure."

The brown stallion nodded and left the room, returning soon after. He was dragging a dark orange mare with long red hair across the floor, kicking and screaming.

"No!" The mare cried before spotting the green mare. The brown colt then tossed the mare in front of Jade. "Sis?" The orange mare asked as she stumbled to her feet to look her sister in the eyes. "Sister, it's me. Amber. Wh-What's wrong?"

"Jade," the yellow stallion commanded. "Kill."

Amber gasped and looked at him before looking back at Jade, who was turning into a werewolf. "NO!" She cried, trying to run away when the brown stallion grabbed her by the arm and threw her into the wolf.

Jade quickly tackled her and leaned in close to her face, growling as saliva dripped from her maw.

"Sister, no!" Amber cried, but Jade couldn't hear her.

The wolf quickly lunged forward and dug her teeth in the mare's face.

Jade was in tears as she buried her face in Sterling's chest. "I KILLED HER!!!" She cried, whimpering as tears fell from her eyes like a waterfall.

Sterling gasped softly and hugged her closer. "It wasn't your fault. It sounded like you weren't yourself..."

"Th-The scientists erased my memory of her... I didn't know who she was... u-until recently..." she whimpered before crying some more into the dragoness' chest.

Motivation

Jade wiped the steam from the mirror after taking a night shower, which she had taken to hopefully clear her thoughts. Looking at her own reflection, she began to have flashes of the past. Holding her head, she flashed back once again to the horrific scene...

The yellow and brown colts stared down at the werewolf as she was enjoying her meal. Amber's chest was ripped open and her arm bitten off. She was also missing her legs as Jade had made quick work of her.

Jade quickly put a hand over her mouth and dropped to her knees by the toilet. Quickly opening the lid, she threw up inside, before coughing and falling onto her side, crying and whimpering.

"Oh, Amber... I'm so sorry..." she said as she slowly curled up on the floor.

Elementals HQ...

Dash lead Surprise and Ginger into the hotel as Chrysalis stayed in the car, thinking.

"Whoa, this place is amazing!" Surprise gasped as she looked around once they were inside.

Celestia smiled as she walked down the stairs, heading towards them. "You must be Surprise and Ginger," she said as she held out a hand.

Surprise smiled back and took her hand, shaking it. "We sure are."

"I'm glad Dash and Chrysalis got to you in time," the alicorn replied.

"Actually, I scared her off when I came back to the apartment," Surprise explained.

"Well, as long as you are safe..." She then looked at Dash. "And what of the Succubus?"

"She got away..." the cyan mare replied with a sigh. "Chrysalis let her escape..."

Celestia looked at the front doors as the Changeling entered, looking defeated.

The white alicorn nodded and patted Dash on the shoulder. "Find these two a room, okay?" She said as she walked towards Chrysalis.

Rainbow nodded and began leading the two mares to a room upstairs.

"Hey..." Celestia said gently as she approached the Changeling. "What happened?"

"I... I don't know..." Chrysalis replied as she shook her head, unsure. "I've never tracked a Succubus before but if they're filled with love energy... then I should be able to always sense her... But, with this one... I can only sense her when she's already seducing her victim..."

"I see..." the alicorn said with a sigh. "Well, you did your best and no one got hurt."

The Changeling gave a light smile. "Thanks," she said, before moving towards the elevator. "I would like your permission to... use one of the spare rooms in the basement to... make a shrine for my fallen children..." she said as she steppe into the elevator.

Celestia smiled. "Of course. No one ever goes down there..."

The queen smiled lightly again before fading into a sad frown as the doors closed.

Twilight left the buffet in the dining hall and went to find a seat. Spotting Trixie at the farthest table, she smiled and began heading over.

"Perfect," she said as she eyed her jacket pocket. She was wearing a purple shirt with blue jeans and a thin black jacket. Walking over to Trixie, she smiled and set her tray down. "Hey, Trix."

The blue mare looked upset as she eyed the purple unicorn. "Oh... It's you..." she said, not sounding very thrilled to see her.

Twi sighed and sat down across from her. "Is this about the... rape party?"

Trixie raised an eyebrow. "You would think that, wouldn't you?"

The unicorn smiled and shook her head. "Nope." She then left her tray as she moved to the chair beside Trixie. The blue unicorn eyed her with an annoyed look. "I have something for you."

"Does it involve you leaving me alone?"

Twi shook her head as she reached into her jacket's inside pocket and pulled out a star wand. Trixie's eyes went wide and she quickly grabbed it.

"My wand!" She exclaimed. "I-It's fixed! B-But, how did you--"

"Well, it just so happens that there's a spell for almost everything... including fixing things... You just have to know where to look."

Trixie smiled widely and looked at Twilight. "Thank you... This is the one good thing I have from the past..."

The purple unicorn smiled. "Of course, Trix, but... I do wanna let you know that... you don't need this to be good. A unicorn isn't limited. They just have to work at it. Some more than others, but... I believe with the right training... you could be casting some very powerful spells without the use of an object..."

Trixie stared at her with watery eyes as she looked down at her wand and gently set it on the table. "I-I don't... think I c-can..."

Twilight gently placed her hand on Trixie's. "I'm not asking you to give up the wand... or even ignore it. Use it as motivation but not as a means to cast spells." Trixie hesitated a little before looking up at Twilight again. "I actually read up on this a little... Casting magic through objects may be more accurate for beginners... but the effect is degraded. If you want... I could teach you."

Trixie sniffled before looking down at Twilight's hand. "You... You'd really do that for me?"

The purple mare smiled and nodded. "Mm-hmm... Of course."

The blue unicorn sniffled and wiped her eyes as Twi pulled her hand away. "Thank you," she said, looking down at her wand with a smile.

Twilight patted her shoulder before pulling her own food tray closer and started eating her salad. Trixie ran her hand up and down the wand's handle before eyeing Twilight, not saying anything but she certainly felt happier inside.

Training

The Next Morning...

Applejack set a gun down on a table between herself and Surprise and Ginger. "Ya both are gonna need ta learn how ta handle a weapon."

The three girls were standing in a large room in the basement used for target practice and firearms training. The walls were painted white and had targets at the far end. AJ, herself, was wearing a sleeveless white shirt that had a low-hanging neck line, which revealed cleavage, and it went to just above her belly button. For pants, she wore shorts and for shoes she wore boots.

Surprise had on her light blue top and white skirt with a yellow vest. She didn't have on any shoes and yet she didn't seem to mind standing on the cold basement floor.

Ginger wore a black shirt with a brown jacket and black cargo pants. On her feet she wore black sneakers with white shoelaces.

"Oooh, this looks like fun!" Surprise cheered as she quickly picked up the gun. Just then there was a BANG and a muzzle flash. All three mares looked to the side to see a fresh, smoking bullet hole in the wall. "Oops," the white mare replied with a nervous chuckle.

Applejack took the gun from her and set it on the table. "Maybe we'll take baby steps..."

Trixie was kneeling with her eyes closed on the roof of the hotel, Twilight circling her.

"Magic is all about concentration, Trixie," she said as she watched the mare. "It's about feeling it... Tell me... Do you feel it?"

"I... I feel s-something..." Trixie said, feeling a small surge inside her.

Twi shook her head. "No... That's not good enough. You have to concentrate harder."

Trixie clenched her eyes shut tightly and let out a grunt as she tried to feel it. Nothing. Letting out a sigh, she relaxed her body and hung her head. "I can't..."

Twilight stopped and stood in front of her before kneeling down. "I think the reason is that you had a troubled past..." she said, putting a hand on Trixie's shoulder.

"H-How do you--" Trixie began to ask as she looked up at Twilight, wondering how she knew.

"Your wand," Twi explained. "You said your father gave it to you. And the fact that it means so much to you means that it was probably one of the only good things you had." Trixie began to hang her head again when Twilight gently placed her hand under Trixie's jaw, gently making her look at her again. "Remember what I said... Motivation. Don't use your wand to cast spells. Use your wand to help clear your mind of all the negativity and fill it with all the things that make you happy."

Trixie stared at her in amazement. This mare was really caring and seemed to be quite smart. She then smiled and sniffled a little. "Okay... I'll try."

Applejack was standing behind Surprise, holding her outstretched hands with her own. "Remember to aim... concentrate... and fire." The white mare looked over her shoulder at her with a smile, saying nothing. AJ raised an eyebrow. "Uh... What?"

"You're cute..." Surprise replied.

AJ hesitated for a few seconds before using her right hand to turn the mare's head to look at the target at the other end of the room. "Concentrate," she said before placing her hand back on the mare's.

Surprise looked over her shoulder again. "I like you accent."

"C'mon," AJ said with a blush. "Concentrate."

"But, we've been at this for, like, an hour," Surprise complained. "Why won't you let me hit on you?"

"Um... Firstly, because yer datin' Ginger, aren't you?" She asked as she looked over at the mare.

Ginger was smiling seductively. "I don't mind..." she cooed.

AJ went wide-eyed briefly as her blush deepened. "S-Secondly," she said, looking back at Surprise. "you haven't even tried shooting yet."

"So, if I fire my gun then I can hit on you?" Surprise asked.

AJ crossed her arms and eyed Ginger before sighing. "Fine..." she said with a sigh. "But, you--"

She was cut off as Surprise stuck her arm out behind her and fired at the target three times. "There."

AJ face-palmed. "Dammit..." she groaned, before leaving the mares and walking down towards the target. "You have to actually hit the thing..."

"Well, did I?" The white mare asked as she watched.

AJ stepped up to the target and went wide-eyed as there was a single bullet hole in the center of the target. "Not bad," she said. "You got one." She then looked around and found no more holes on the target. Seeing nothing she looked at the wall around the target. "The fuck?" She asked, not finding another hole. She then began walking back and forth along the back wall, trying to find two more holes. "They gotta be somewhere..." She then looked up at the ceiling and down at the floor, scratching her head. She then suddenly realized what happened and looked back at the target. "That's fuckin' impossible..." she said, stepping up to the target and feeling the bullet hole.

"Did I do good?" Surprise asked.

AJ eyed her before turning and walking back to them. "Not sure how you did it but your bullets all hit the same exact spot... in the bulls-eye."

"Well, I'd hope so," the white mare said with a giggle. "You had me staring at that thing for a while now. Shouldn't I know where it is by now?"

AJ rubbed the back of her head again. "But you didn't aim..." she muttered.

She then felt hands on her stomach as she looked over her shoulder to see Ginger Snap smiling at her. "Deal's a deal... Right?" She asked, moving her hands to the mare's shorts and unbuttoning them.

The orange mare blushed heavily. "U-Um..." She then looked at Surprise, who was now standing directly in font of her.

The white mare was smiling widely as she began to lower herself into a kneeling position, her face rubbing against her teacher's breasts as she did.

"C-Come on, girls... H-Here?" AJ asked as she felt Surprise pull her shorts down, exposing her pussy.

"Ooo," the white mare squealed happily. "No panties?"

"N-No, Ah never l-liked 'em-- Aah!" She said, getting cut off as she felt the mare dive right in, tongue flicking everywhere. "H-Holy shit!"

Ginger smiled and moved her hands up to AJ's breasts and gripped the rim of her low-hanging top, pulling it below her tits, releasing the big mounds. "Mmm... Nice..." she cooed, gripping them and giving them a squeeze.

Twilight was circling Trixie, smiling. "Now, focus and concentrate. Think about the good... shut out the bad... and feel the magic."

Trixie nodded, eyes closed, as she began to think of her father. Smiling, a tear fell from her eye. She then began remembering the night she came home and found him dead. More tears fell as she began crying. Twi gasped and quickly knelt down in front of her.

"Shut out the bad, Trixie..." she said, gently holding the mare's arms.

"No..." Trixie whimpered as she remembered all the blood and the look of her beaten and murdered father. "No!"

"Trixie!" Twilight yelled, hoping for the mare to hear he over whatever bad memories she was having. "The good, Trixie! Remember the good!"

Trixie let out a gasp as she thought back further into her past.

"I have something for you," Trixie's father said as he handed her a toy wand. It looked like a real one and the star even shined in the light.

"Oh, daddy!" The 8-year-old Trixie yelled happily as she leaped at him and threw her arms around his neck. "I love you, daddy!"

The stallion chuckled and placed a hand on his daughter's back. "I love you, too, sweetie."

Trixie's eyes shot open, completely filled with a white, glowing light. Twilight scooted back as she saw magic surge throughout the mare's body.

"T-Trixie?" Asked Twilight, both afraid and amazed.

The blue mare began to sob happily before sniffling and taking a deep breath. Looking up at the sky, she closed her eyes and slowly exhaled. As she did, the magic sparks faded away and the glowing in her eyes died down.

Twilight scooted up to her and tapped her shoulder. "T... Trixie? You okay?"

The blue unicorn slowly looked at Twilight and opened her eyes, smiling. "Best I've felt in a long time," she said, wrapping her arms around Twilight and hugging her tightly. "Thank you."

Twi smiled and hugged back. "You're welcome, Trix."

Applejack was now sitting topless on the floor, her back resting against Ginger with Surprise between her legs. The brown mare was still fondling AJ's breasts as Surprise kept licking AJ's slit. After a few more minutes, AJ's moans increased before she tried to grip the basement floor as she squirted a stream of her juices into Surprise's mouth.

"O-O-Oh, my gooooood..." AJ moaned out as she unclenched her fists.

Ginger gave her breasts a squeeze before Surprise sat up and pulled AJ's boots off. She then lifted he left foot and dragged her tongue up the sole, making AJ shudder a little.

Ginger chuckled and pinched her nipples. "Mmm, Surprise does like feet..." she cooed before slipping out from behind AJ, letting the mare lie down. The brown mare then pulled off her cargo pants and set them aside. She also wasn't wearing any panties as she straddled AJ's face. "Now, lick me, please..." she cooed. AJ didn't hesitate as she immediately began licking away at the wet folds of the brown mare. "That feels amazing, AJ..." Ginger cooed before chuckling. "You know... I wonder how long we can keep this up..."

"Let's go for hours!" Surprise cheered, making AJ blush before the white mare took her toes in her mouth.

"H-Hours?" AJ asked.

Trading Partners

Later...

Trixie turned down the hall towards her room where Lightning was waiting, leaning up against the door.

"How was it?" She asked.

Trixie smiled sheepishly, blushing lightly. "It was... amazing..." she said, walking up to her lover. "I felt real magic and... learned how to deal with the past..." she said, gripping her wand tightly.

"Sounds like it was a pretty important day, then..." Lightning said as she put an arm around her. The unicorn nodded and looked down the hall at Twi's room at the end of the hall, thinking. Lightning followed her gaze and then chuckled. "What?"

"Huh?" Asked Trixie, looking back to the pegasus. "What?"

"Why ya lookin' at her room for?" Lightning asked.

"Well, it... it's just that..." Trixie stammered.

"Yes?" Asked Dust, leaning in close with a smile.

Trixie eyed her nervously. "Well... You heard Twilight has a sex pet in there, right?"

Lightning raised an eyebrow. "You want a sex pet, too?"

"N-No, uh..." Trixie said with a blush. "I meant that... What do you think it'd... be like to... to be a... a..."

Lightning burst out laughing. "You wanna be Twilight's sex pe--"

She was cut off as Trixie quickly covered her mouth. "SHHHHH!!!" She urged. "Quiet."

Lightning took Trixie's hand and removed it from her mouth. "Well, do you?"

Trixie blushed harder and lowered her hand. "I dunno... I mean, I love you..." she said, placing a hand on the mare's stomach. "...but, I'm still curious... Ya know?"

Lightning nodded. "I admit, it does sound exciting... Being the pet to a nerd..."

"One with a dick..."

Lightning went wide-eyed. "What?"

The blue unicorn tilted her head. "You didn't hear? When Celestia cast that futa spell on us during that orgy... Twilight decided to keep hers."

Lightning hesitated before chuckling and opening the door to their room. "So, that's why you're interested. You want a big, meaty dick inside you."

"SHHHH!!!" Trixie growled as she pushed the mare into the room and closed the door behind them, locking it.

Down the hall, around the corner, stood Midnight. Letting out a chuckle and tuning to head back down the stairs, she looked over her shoulder. "Oh, Twilight's gonna love this..."

Twi sat at a table in the Dining Hall, reading a book when she suddenly heard a voice from behind her.

"Shit about you..." the soft, cheerful voice said.

Twilight ignored it and kept reading, but the voice came again.

"Shit about you..."

Twilight then sat up and looked over her shoulder to see Surprise bent over, whispering into her ear. "Um... What are you doing?" Asked Twilight, sounding confused.

"Saying shit about you behind your back," the white mare explained.

Twi hesitated before letting out a chuckle. "Get outta here," she said, lightly shooing the mare away. Surprise giggled and skipped away. Twilight watched her leave before going back to her book. "So random..."

After a minute or two, Midnight sat down beside her. "Psst... PSSST!"

"What?" Asked Twilight, looking at her. "I head you the first time."

"Psst... Twilight..." she whispered with a smile. "Guess what I heard?"

"Uhh..." Twi started, trying to think.

"I heard Trixie and Lightning talking in the hall."

The unicorn hesitated before closing her book. "Alright... So?"

Midnight smiled widely and leaned in, whispering into her ear. "Trixie wants to know... what it's like... to be your pet..."

This made Twilight go wide-eyed as her mouth hung open slightly. "Say what?"

Midnight giggled and quickly nodded her head. "She's interested..."

The purple mare stared at her mate before looking upwards as she thought. "Hmm... Room number?"

"514."

Twilight let out a chuckle. "Hmm... Same floor, huh? Perfect... And it's a good thing all the rooms, besides the suites, have the same layout..."

"You thinkin' of paying her a visit tonight?" Midnight asked.

"It'll have to be sooner... I'm going hunting with Chrysalis tonight..." Twilight said... before smirking.

Lightning heard a knock on the door and sat up on the couch. "Huh?" She asked, before the sound of running water could be heard from the bathroom. She then got up and went to the door before opening it, seeing Midnight and Twilight. The pegasus let out a chuckle. "Well, look who it is..."

Meanwhile, inside the bathroom Trixie ran her fingers through her hair as she let the water wash over her body. Letting out a sigh, she leaned forward and placed her hands on the wall of the shower. After a moment Trixie heard the sound of magic behind her. Letting out a gasp, she stood upright and spun around.

"Hey, Trixie," said Twilight as she stepped up to the mare and put her hands on her shoulders.

"T-Twilight?!" The blue unicorn gasped. "Wh-What are you doing here?!"

"A, uh... little birdie told me..." Twi began as she ran a finger down Trixie's chest, sliding it down between her mounds. "...that you were curious.. about what it's like to... be my pet..." she cooed, rubbing Trixie's hip as she looked her in the eyes.

The blue mare blushed heavily. "H-How did you--"

"Midnight overheard you two talking about it..." Twilight explained. "We just asked Lightning and she said she was okay with us having some fun."

"Sh-She did?" Trixie asked, sounding and looking surprised.

Twilight nodded and smirked. "So... Ready to see what it's like to be my pet?" Trixie gulped, feeling a little nervous... but, she ended up nodding anyways. Twilight then placed a hand on her head. "Then, kneel, pet."

Trixie felt a weird surge of arousal when she heard Twilight call her "pet". It wasn't enough to push her to an orgasm, but she found it to be rather exciting. She obediently knelt down as she became face-to-face with the purple mare's huge cock. She didn't need the mare telling her what to do for she already knew what she wanted. Twi was about to tell her when she reached out and gripped the meat pole.

"O-Oh, Trixie..." Twi gasped with a smile. "Go on, then... You clearly know what to do..."

Trixie eyed her before looking back at the dick in her hands. After stroking it lightly she leaned in and hesitated before giving the tip a lick. She was used to making love to Lightning and hadn't really had any experience outside of her lesbian activities... so, she was just doing what felt right. After finding the feel and taste of the rod to not be that bad, she took the tip into her mouth and began sucking.

"That's it, pet," Twilight cooed, reaching down and taking hold of Trixie's cheeks. "Let me." She then began to thrust her hips into the mare's mouth and then out so the tip stayed in.

She kept this up in a constant motion as Trixie's eyes went half-lidded as she felt herself leaking quite a bit. She then stuck out her tongue as she let Twi use her mouth as she wished. To her, this felt pretty amazing; being reduced to Twilight's fuck toy. The purple mare smiled and moaned as she slid her right hand to the back of Trixie's head before speeding up her thrusts. Trixie made lewd gagging noises as she felt the cock hit the back of her throat. Twilight then pushed it as far in as possible before the blue mare felt her mouth fill with cum, making her go wide-eyed as Twilight pulled out.

As she did, a lot of cum poured from Trixie's mouth as she coughed. After swallowing the leftovers she looked up at her mistress. "Did I do good?"

Twi smiled and patted her head. "One last thing I'd like to do, Trix..."

"Huh?" The blue mare asked. "What?"

"First of all," said Twilight with a chuckle. "That's What, mistress..."

"Oh!" Said Trixie, realizing her mistake. "Of course, uh... Sorry... mistress." As with being called "pet" she found some excitement in calling her "mistress".

"Now, stand up," the purple unicorn said with a smile as she patted her pet's head.

Trixie did as told and looked her mistress in the eyes. "What now, mistress?"

Twi smiled widely. "Turn around," she said as she patted Trixie's hip. Once the blue mare was turned, Twilight gripped her hips and moved her to the glass wall and pressed her top half to it. Trixie let out a gasp as she felt her breasts squish up against the glass. "Now, bend over..."

Trixie nodded and placed her hands on the glass as she slid lower and lower, taking steps back until she was in a bent over position, ass near Twi's hips. "L-Like this, mistress?" She asked, looking over her shoulder.

The purple unicorn smiled and nodded before gripping her cock. "Perfect..." She then pressed the tip of her cock to Trixie's folds and pushed the head in, making the blue unicorn moan out. After it went in easier than she expected she pushed more and more in, not feeling any blood trickle out. "You ever been with a male before?" She asked, tilting her head.

"Toys..." was all Trixie could say as she tried gripping the glass, her fingers making light squeaking noises against it.

Twilight smirked and then gripped Trixie's ass before shoving her whole length inside her. Trixie let out an extremely loud moan as the glass fogged up. Loud slapping of balls against crotch could be heard as Twilight began to roughly ram her cock inside her pet.

"You like this, pet?" She asked as she reached her right hand out to grab Trixie's right shoulder.

The blue mare nodded as she moaned loudly. "Yes! More!"

"More, what?" Asked Twilight, slowing down.

"Mistress, please! Give me more!" Trixie moaned out, her pussy leaking an impressive amount of fluids.

The mistress smirked and sped up her thrusts, tilting her head back and moaning. After a couple more minutes, Trixie gritted her teeth before moaning loudly, spraying Twilight's thighs with her juices. This was quickly washed away by the shower water before Twilight rammed her rod into her pet, overfilling her pussy with her cum. Trixie felt it fill her up and then spill out, feeling it run down her legs and splattering all over her ass. It took a little longer for the water to wash away the white goo.

"W... Will I... become pregnant now?" Trixie asked, panting.

Twilight smiled and grabbed her waist, pulling her into a standing position before making her turn to face her. "No... I can decide when my loads are fertile or not... And, I'm saving the fertile ones for Midnight."

Trixie smiled and nodded before slumping against her mistress. The purple mare chuckled and held her before opening the shower door. Once it was open, she stepped out and then helped the exhausted Trixie out, gently laying her down on the floor. After shutting the water off and closing the shower door, Twilight laid atop Trixie, leaning in and sucking on her right nipple.

"Mmm..." Twi cooed, pressing her face into the mare's breast. "Such a sexy pet..."

Trixie smiled and panted heavily. "That was... amazing..."

"Come on," Twi said as she gripped Trixie's breasts. "Let's get dried off..."

Once the two were dry, Twilight opened the bathroom door and took Trixie by the arm. Once the stepped out, Trixie blushed heavily. Lightning was sitting on the couch, naked, with a naked Midnight between her legs. The turquoise mare moaned out as she came, sighing happily and eyeing Trixie.

"Have fun, babe?" She asked.

"Wh-What's going on?" Asked Trixie, feeling like there was more to this than she thought.

"Well, when these two told me they heard us talking about you wanting to be Twilight's pet... I made them a deal; You get to have fun with Twilight whenever you want and I get to play with Midngith whenever I want. And vice versa."

"We're pretty much a double couple now," Midnight said with a smile.

Trixie blushed and looked at Twilight. "This means we can... play again ?"

Twilight chuckled and patted her ass. "Yes, Trixie," she said, before helping her to the couch and sitting her down beside Lightning. Afterwards, she leaned in and gripped Lighting's left breast. "You know, Lightning..." she said, leaning in further and giving her nipple a lick before a quick suck. "...if you ever wanna be my pet, too..." She then licked up the mare's neck before looking her in the eyes. "...all you have to do is ask..."

Lightning shuddered as she tensed up a little. "Mmm... I'll have to think about that," she replied with a lustful smile. Twi smiled back and stood up, along with Midnight. "Well, we should probably head back..."

The black mare nodded and eyed their two new best friends with a smile before heading to get her clothes. Twilight followed and got dressed as well. Once they both had their clothes on, Twilight leaned in and kissed Midnight on the lips.

After getting the kiss returned, she broke it and smiled. "Let's go..."

Midnight smiled and nodded as she opened the door and left. Twilight followed and turned to the two naked mares on the couch, blowing them both a kiss before closing the door. "Hey, Midnight?" She asked, holding the mare's hand as they headed back to their room. "What are your thoughts on kids?"

Midnight thought for a second before smiling warmly, realizing what her lover meant.

Visiting The Wet Mare

Author's Note

Sorry for the long wait. Here's a longer chapter that hopefully makes up for it ^_^

Visiting The Wet Mare

New Horizons...

Sunny heard a knock on his door and went over to it. Upon opening it he saw Dune, his boss.

"S-Sir..." the yellow colt replied. "What can I do for you?"

"Is the Succubus in here?" Asked Dune, looking around.

"Ruby? No. She's out right now..."

"Ruby?" The brown colt asked, raising an eyebrow. "You named it?"

"Her..." Sunny corrected. "And, yes."

Dune gave a light smirk. "Well, when you see her again... let her know I'm moving ahead with the plan. Have her attack somewhere big next."

"Of course, sir..." Sunny said, sounding unsure. "Any place in mind?"

"I was thinking that strip club... Lot of potential victims there..." The yellow colt only nodded as his boss leaned in. "Don't let your feelings get in the way of your job..." he warned.

"They aren't," Sunny replied. "She'll be there..."

"Good," the brown colt said before turning and walking away.

Sunny let out a sigh before hearing something slowly crawling across the floor. Turning around he spotted Ruby's head poking out from under the bed. "You heard that?" He asked.

Ruby nodded. "Attack strip club."

The colt smiled and walked over to her, kneeling down beside her. "Don't forget to be careful..."

The succubus smiled. "Always."

Elementals' Hotel...

Rainbow Dash and Twilight headed down to the basement to look for Chrysalis, taking the elevator. Once at the bottom, they headed down the hall, looking for the Changeling. After a little walking they passed by the training room, they both stopped. Backing up to the room, they looked inside to see Applejack laying naked on her back, panting lightly.

"She asleep?" Asked Dash.

Twilight shrugged. "I dunno..." she said as Dash looked down the hall, spotting a green glow coming from one of the rooms.

Tapping Twi's shoulder, she pointed. "Down there."

The unicorn looked and nodded. "Let's go," she said, leaving the training room entrance and heading down the hall, Dash following.

Once at the door the wo looked in to see Chrysalis kneeling in front of a stalagmite-like structure with green, glowing veins.

"What's she doing?" Asked Dash, sounding annoyed.

Twilight thought for a moment before smiling. "She's paying respects to her children..."

The cyan mare groaned as she entered the room. "We don't have time for this..."

"Dash, wait," Twilight urged, quickly heading in after her.

"Come on, Chryssie," Dash said, grabbing the queen's shoulder. "Time to go."

The Changeling quickly stood up and turned to face her, an angry look in her eyes.

Twilight quickly stepped in between them, feeling like another fight was about to break out. "Whoa, whoa, whoa, girls..." she said calmly. "Dash, wait outside."

"What?" Asked the pegasus, sounding shocked. "What do you--"

"Dash," Twilight said more sternly. "Outside."

Rainbow hesitated before eyeing the Changeling. "Fine," she growled, turning and heading out of the room.

Twilight turned back to the queen to see her kneeling back down. "She's right about one thing..." she said, kneeling beside the Changeling. "We don't have a lot of time to spare..."

"It's my children, Twilight," Chrysalis said, her tone increasing in volume as it sounded like she was getting angry again.

"I know..." Twi replied, putting an arm around her. "And, I know this may sound cold, but... that was the past... The Succubus is the present." Chrysalis let out a low growl as she quickly looked at the unicorn, who simply held her cheeks and looked into her eyes. "I promise you, when this is all over... I will sit here with you... for minutes, even hours... Alright?"

The Changeling's expression went from anger to neutral. She then nodded and sniffled. "Alright... Thank you for understanding."

Twilight smiled and gently rubbed her back. "That's what friends are for..."

Chrysalis let out a small gasp and watched as Twilight stood up. The purple mare then held out her hand. Chrysalis eyed it, hesitating before taking it.

The Wet Mare...

Octavia entered the strip club and looked around. It felt weird for her to be back here but she wasn't here to get her job back. She then made her way over to the DJ with a smile, waving hello.

Vinyl spotted her and smiled back, holding up a finger as she kept spinning her discs and pumping out her sick tunes. Octavia looked at the stage to see a mare giving the pole a boob job, making the colts cheer. After another minute the mare collected the money from the stage and headed out back.

"Let's give a big round of applause for Sweet Heart!" Vinyl shouted into her microphone. "Now, get ready for the lovely Lemon Hearts!" She then pulled out a disc from underneath her machine and slapped it onto one of the disc trays. Pressing play, it began playing techno dance music all by itself. She then turned to Octavia. "Octy!" She said with a smile, getting up and walking over to her.

After the two hugged for a couple seconds, they pulled away. "How's it going, Vinyl?" Asked Octavia.

"It's going good. A lot of great shows tonight and I made them even better with my awesome music.

Octavia chuckled. "Oh, you always were great at what you do."

"Octavia?" Candy asked, walking over to them. She was wearing her black nipple tape and thin piece over her pussy... And that was it. "How are you?" She asked, hugging the mare.

The cellist blushed and hugged back. "I'm good. I see you're outfit's becoming smaller and smaller every night..."

The two parted as Candy did a little 360-degree spin. "You like?"

"It suits you," was all Octavia said.

"So, what brings you back here?"

"I just came to see how the other girls are doing."

Candy nodded and pointed to the back door. "You're always welcome back there, Octy. All our ex-girls are."

Octavia smiled and nodded. "Thanks," she said, before turning and heading for the door.

Vinyl watched her walk away before looking back at Candy. "You may wanna get behind the counter before you give someone a nosebleed."

"You like it, don't you?" Asked the pink mare as she stepped up to the DJ, her breasts pressing into Vinyl's.

"You know, you're probably one of the sluttiest girls I know, right?"

Candy let out a giggle and grabbed Vinyl's breasts. "Why? Because I appreciate the female body?"

"Well, for starters you're always feeling us up."

"No one's complained..."

"Well, I ain't sayin' we hate it..." Vinyl said with a chuckle.

Candy smirked before looking serious. "You treat that girl of yours well, okay?"

"Okay, Candy..."

"We all adore her. She's lovely."

"I'm aware of this, yeah..."

"Keep her close. Never let her go," Candy said as she tightened her grip on the DJ's breasts for emphasis.

"I think you're the one that needs to let go..."

Candy pulled away and chuckled. "Right. You got a job to do."

Vinyl nodded and patted Candy's shoulder. "So do you."

The pink mare giggled and turned, heading back to the bar.

The DJ watched her leave before shaking her head, chuckling. "Gotta love your boss..." she said, heading back to her DJ booth.

Octavia entered the changing room where Flitter, Cloudchaser, and Sweet Heart sat at their make-up desks. They all looked over to see Octavia.

"Octavia!" Cloudchaser gasped happily, getting up and running over to her. Octavia then suddenly felt the mare's naked body press against her as she was hugged. "How've you been?"

The cellist hugged back and smiled. "I've been good. "How have you been?"

Cloudchaser broke the hug and smiled. "Good. All good here. Have you met my sister?"

"Flitter?" Asked Octavia. "You've mentioned her, but..."

Just then, Flitter came up behind Cloudchaser and leaped at her, reaching around and grabbing her tits. Cloudchaser let out a soft moan and chuckled. "H-Here she is..."

Octavia took a step back and went wide-eyed. "She's your sister... and you're... letting her... touch you?"

"Hmm?" Asked Cloud. "Oh, yeah... Side effect of us both being strippers here. One night the other girl called out so we had to go out together... We've been, uh... very close ever since..."

"Very close," Flitter said with a chuckle, patting the undersides of her sister's breasts, making them jiggle.

Octavia blushed hard. "Well, I suppose it makes sense..."

"Hey!" Flitter exclaimed. "Why not go on out next, sis? Give Octy here a twosome show?"

"A... twosome show?" Asked the cellist, blushing.

"It's what Candy calls it," Cloudchaser said. "It's a special show where two mares go out together and do more than... dance..."

"Oh..." Octavia said, getting it.

"Would you go out and tell Vinyl to announce us next?"

Octavia smiled and nodded. "Sure..." she said, turning and heading out of the room..

Once outside, she made her way to Vinyl, who was kicking back in her chair as she let her pre-made disc play for her. When she saw Octavia she stopped bopping her head and pulled off her headphones.

"What's up, babe?" She asked.

Octavia smiled and walked up to her. "Cloudchaser and Flitter want you to announce them next."

"Oh?" Asked Vinyl. "Well, alright then..." she said as she sat up. The mare on stage collected her money and left, heading out back. "Give it up for the sexy Lemon Hearts! Now, we have a special treat for you guys tonight!" She called, making Candy look over at them with interest. "There's a saying that two is better than one and we're about to prove it! Put your hands together for the luscious and delicious sisters; Cloudchaser and Flitter!"

Applause broke out as the two sisters stepped out onto the stage, black nipple and pussy tape on.

Candy clapped wildly. "Those are my girls!" She cheered, noticing they were wearing the same thing she was wearing.

The two stepped up to the pole and both turned to face it. They then pressed their breasts together with the pole going up between them. Flitter then gently pulled her sister into a kiss, making the crowd cheer wildly.

"Wow," said Octavia as another one of Vinyl's pre-made discs began playing. "They really get into it."

Vinyl smirked and pulled Octavia into her lap. "Let's have our own fun..."

"Huh?" Asked Octavia. "What do you--" She was cut off as Vinyl slipped her right hand into her pants and began rubbing. "O-O-O-Oh..." she moaned, blushing as she felt Vinyl's other hand reach around to grip her right breast.

Back on the stage, Flitter stepped back a little and gripped her sister's nipple tape. She then slowly pulled down on them, tearing them off and exposing the nipples behind them, making the audience cheer. She then squished both tits together and gave each nipple a flick of her tongue. Cloudchaser then stepped away from the pole as Flitter got to her knees. She then gripped her sister's pussy tape and peeled it off, getting another cheer from the audience. Afterwards, she leaned in and pressed her tongue to her sister's pussy, licking upwards. Cloudchaser moaned as she felt the delicate tongue of her sister travel up her pussy, over her belly, between her tits, and then up to her mouth where the two kissed.

Candy bit her lip before looking over to Vinyl and Octavia. Smiling, she sat down on a stool behind the counter and spread her legs facing the two. She then pulled her pussy tape off and began fingering herself, moaning as she watched both the two sisters and the DJ and cellist.

Octavia looked at the stage and bit her lip. She then quickly got off Vinyl's lap.

"Where ya goin--" Vinyl began to ask before Octavia spread the DJ's legs and knelt down between them. "Oh..." she said with a smile, lifting her but slightly as she pulled her pants down to her knees. Octavia pulled them down to her feet before gripping the DJ's panties and pulled them down as well. She then leaned in and began licking away, making lewd slurping noises.

"Oh, you're so sexy when you're horny..." Vinyl moaned as she ached her back, letting a cute gasp. She then looked over at Candy and winked.

Octavia looked up at her as she licked away, noticing Vinyl looking at something. Picking her head up, she saw Candy watching them. A blush grew on her face when the pink mare looked at her. After hesitating, she smiled and motioned for her to come over. The pink mare nodded and stood up, taking her stool.

Cloudchaser slid behind her sister as she ran her hands up and down her sides. She then moved her hands to Flitter's tits, gripping and squeezing them before pulling the tape off. Afterwards, she slid her hands down to her sister's crotch and rubbed, grinding her own crotch against Flitter's ass. She then pulled the tape off and slid two fingers from each hand into the pussy.

"Ready, sis?" She asked.

Flitter moaned and nodded. "Ready..."

Cloudchaser then spread her sister wide open, letting the audience see deep inside her. Applause broke out, louder than before.

Candy set her stool down beside Vinyl and sat before Octavia leaned I and began licking her pussy. Vinyl chuckled and rubbed Octy's back.

"I didn't know you were this kinky, babe..." the DJ said with a smile.

The cellist looked up at her. "Only when it's with you, Vinyl..." she said with a smile before she dove back into Candy's pussy, licking all around the folds.

Chrysalis sat in the passenger seat while Twilight drove. Dash was seated in the back, arms crossed.

"So, do you... feel anything?" Asked Twilight, eyeing the queen.

"No, nothing, I-- AH!" She said, clutching her chest. "Holy shit, that's a large amount of lust..."

Dash quickly leaned forward. "Large amount of lust? Twilight?"

The purple mare nodded. "Where there's lust... there's a Succubus. Where is it?"

Chrysalis pointed. "Over there."

Dash looked out her window. "Towards The Wet Mare? Well, shit... That's like a buffet for a Succubus..."

Twilight swerved as she quickly turned down a road, speeding up. "We have to get there and fast."

Octavia pulled away from Candy's folds and moved up on her body, giving her tits a lick. Vinyl leaned into Candy, her right breast touching Candy's left. The cellist eyed her with a smile as she pulled off Candy's nipple tape. She then licked over both mare's breasts before sucking their nipples at the same time. Vinyl moaned and moved her hand to Candy's butt, rubbing and squeezing. The pink mare cooed and reached down, gripping Octavia's butt.

"You girls are the best..." Candy cooed.

Cloudchaser and Flitter slowly got to their knees before sitting on their butts. They then interlocked their legs and began scissoring, both moaning as the crowd went wild.

Just then a cloaked mare entered the building. Once inside, she removed her hood and looked around with her Crimson eyes. She then spotted the two on stage and the three at the DJ booth. She then licked her lips with a smirk. "Mmm... Yummy..."

Ruby Attacks!

Ruby watched the sexual activity going on and smirked, making her way into the crowd. Flitter and Cloudchaser's moans increased more and more as Flitter began giggling. She was really getting into it when they both spotted a cloaked, red mare move to the front. The two sisters kept going until Cloudchaser pulled away sitting facing the audience. She then grabbed Flitter's butt and laid down, pulling her sister atop her in a 69 position. Afterwards, she sat up, wrapping her arms around her upside-down sister as she began to lick her pussy for all to see.

Ruby licked her lips and opened her cloak, showing her bare breasts. Cloudchaser stared at her while she ate her sister out. The red mare reached up and cupped her own breasts before moving her right hand down to rub her pussy. This made Cloudchaser stop briefly as Flitter tilted her head to see the red mare.

Ruby smiled and pulled off her cloak, letting it fall to the floor. All the colts and mares in the audience stepped back a bit to get a better view. The red mare then quickly climbed up onto the stage and stood up, looking down at the two sisters. Flitter and Cloudchaser both stood up, eyeing the mare. There was a brief moment of silence until Ruby went over to the pole and leaned back against it, smiling at the two sisters.

"How 'bout a threesome?" She cooed.

Both sisters looked at each other and then back at the mare. Flitter then walked up to the mare and used her left hand to grab the pole just above Ruby's head. "And, what's your name, newcomer?" She asked as her breasts pressed to the Succubus'.

"Ruby... And, what are your names?"

"I'm Flitter," the mare said as she began to circle the pole, still holding onto it. "And, this is my sister, Cloudchaser."

"Two sisters, huh?" Ruby asked, realizing why the energy from their lust was so strong. Forbidden sex always had the strongest energy field and was like a beacon for sex demons. "How delicious..." she cooed.

When Flitter came back around, she quickly pulled her close and kissed her on the lips, moving her hands down to grab her butt. The people in the audience all cheered, making Candy look over at them.

"Huh?" Asked the pink mare. "Who's that on the stage with my girls?"

Vinyl opened her eyes to look, letting out a gasp. "Um... Would you like me to... get her off?" She asked, hiding a growl.

"Get her off?" Candy asked as Ruby leaned forward into the kiss, pressing her butt into the pole and then grinding against it. "I'm thinkin' about hiring her."

"Hiring her?" Asked Vinyl as Octavia looked up at them.

"What's all the fuss about?" She asked, standing up and looking at the stage. "R... Ruby?" She asked.

"Ruby, huh?" Candy said with a smile. "I like it!"

"No, you don't understand..." Vinyl said. "She's dangerous."

"Dangerous?" Candy asked with a chuckle. "Look at her. She's having sex with a stripper pole! While making out with Flitter!"

"Maybe we should listen to Vinyl..." Octavia said, remembering her first encounter with Ruby in the alley.

Candy eyed them both. "You honestly think this mare is dangerous?"

"Yes," Vinyl said, pulling up her pants and pulling out two blank vinyls from the bottom shelf of her machine. "And, I'm stopping her now." She then quickly left the DJ booth and headed towards the crowd.

Ruby turned Flitter around and then kissed the back of her neck, moving her hand to her pussy and rubbing. Already close to an orgasm from scissoring her sister before, Flitter moaned out loudly.

"Cum for me..." Ruby purred. "Let me hear you orgasm..." Flitter arched her back and moaned loudly. Sure enough, a stream of her female juices squirted out, making Ruby smirk. "Perfect..."

The red mare then opened her mouth wide, her sharp teeth protruding from her gums as she got ready to take a massive bite from Flitter's neck. The crowd gasped and began to scatter.

Candy quickly stood up and gasped. "Oh, no! My girls!"

"Flitter!" Cloudchaser yelled with wide-eyes.

Ruby was about to dive in for the kill when she suddenly felt a vinyl record fly into the back of her neck and cut halfway through. Letting out a bloodcurdling growl, she dropped Flitter and turned around, blood leaking down her chest and arm.

"'Sup?" Asked Vinyl, tossing her other vinyl up into the air and catching it with her other hand. "Coming to my home wasn't enough? You had to bring your ugly face to my wok, too?"

Ruby growled, her mouth opening twice as wide as normal as she lunged off the stage towards the DJ.

Vinyl smirked and threw her other disc like a Frisbee. It struck the Succubus in the mouth, almost cutting her head in half. The demon dropped to the floor, chocking on her own blood.

"You have any idea how hard those are to come by?" She asked.

"Vinyl?" Asked Candy, running up to her. "What the hell was that?"

"Never mind that..." the DJ said, eyeing her. "Go check on Flitter."

The pink mare nodded and took off. "Flitter?" She called, climbing up onto the stage. Cloudchaser was holding her trembling sister as Candy crawled over to them. "How is she?" She asked, stroking Flitter's hair.

"She'll be okay... Just scared..." Cloudchaser replied. "Is that... thing dead?" She asked.

Candy looked back to see Vinyl kneeling down by Ruby.

"I thought you'd be tougher..." the DJ said in disappointment.

Ruby's eyes suddenly shot open as she quickly sat up and backhanded Vinyl, sending the mare flying across the room and smashing into the wall. Vinyl let out a groan as she fell out of the hole she made and crashed into the floor by her DJ table.

"Vinyl!" Octavia yelled, kneeling by the fallen mare. "Are you okay?"

Ruby reached up and gripped the disc in her mouth, pulling it out as blood began pouring from her wound. As the mouth wound began healing, she grabbed the disc in the back of her neck and yanked it up. A few spurts of blood squirted out before the wound healed.

"I am tougher..." she cooed, licking the blood from her lips. "Mmm... I taste good..." She then began moving towards the fallen DJ when she heard footsteps approaching from outside. "Hmm... Company..."

Suddenly, the front doors burst open and in ran Twilight, Rainbow Dash, and Chrysalis.

"You!" Twilight yelled, pointing at the Succubus. "Stop, Demon!"

"Brilliant, Twilight," Dash scoffed as Ruby growled at them. The cyan mare then pulled out her gun and fired at the demon.

The bullet shot through her head, but the mare didn't go down. Instead, the hole heled itself.

"Shit..." Twi groaned. "We can't fight her with weapons..."

"Then, how do you plan on fighting her, Twilight?" Asked Dash, wanting to know the next plan of attack.

"Well, she's a Succubus... The book said that if a mortal outlasts a Succubus than the Succubus is tamed and obeys the will of the one who tamed her..."

"So, you're going to... fuck her?" Asked Dash. "Like a... sex battle?"

"Exactly, Rainbow Dash," said Twilight. "I think this is gonna be... exactly like a sex battle..."

Twilight VS. Ruby

Twilight took a few steps forward as the Succubus grinned. "You're that mare I was following..."

"Following?" Asked Twilight. "What do you..."

"That was a nice car..." Ruby said as she hopped up onto the stage. "When you were leaving, uh... Bit and, uh... Bit and something..." she said, trying to remember the name.

"Bit and Bridal?!" Twilight gasped.

"Yes!" Ruby exclaimed, pointing at Twilight. "That's it!"

Twilight quickly turned to Dash. "She saw us leave Bit and Bridal... That means she knows where we live!"

"What, that hotel?" Ruby asked with a chuckle as she squatted down, placing her hands on the edge of the stage as her fingernails began growing. "I can't wait until I find my way inside there..."

Twilight growled and looked at her. "I challenge you, demon!" She yelled, pulling her shirt off and throwing it to Dash. The cyan mare caught it, going wide-eyed at the sudden assault. "You and I are gonna have a sex battle," she said, kicking her shoes off.

Ruby tilted her head with a smirk. "A sex battle?" She asked, sounding interested.

Twilight nodded and pulled her pants down, kicking them aside. "First one to cum loses."

"And, what are the stakes?"

The purple mare undid her bra and tossed it to Dash, who caught it, having to take a quick step forward to do so. "I win, you have to become my pet. If you win, we let you go."

Ruby smiled evilly as her eyes began to glow red. "Mmm-mmm..." she said, leaning forward as she slowly shook her head. "If I win... I kill you..."

Twilight stopped moving and gulped. "Shit..." She then looked back at Dash, then eyed her gun. Looking back at the Succubus, she realized this was the only way. "Fine. Deal..." she said, pulling her panties down. She then turned towards Dash and raised a finger. Putting the panties around her finger, she pulled back and sling-shot it into Dash's face. The mare let out a light pant as Twi turned back to the Succubus, her cock growing.

"Ooo..." Ruby cooed, climbing down the side of the stage before crawling across the floor to Twilight. "A mare with a nice, juicy cock..." she said, lifting her head up to smell the mare's balls. "Such a strong scent you have... I can smell the juices of others on here... How many mares have you fucked with this thing?" She asked, running a finger up to the tip.

"Six," said Twilight. "Well, one I did it in the mouth..." she said, making Chrysalis look away as she remember the orgy. "...and the other was a dragon, so..."

"A dragon?" Asked Ruby, running her nose up the cock, smelling it. "Mmm... So, that's what that smell is..." She then held Twilight's waist and ran her tongue up the mare's body, licking up between her tits to her mouth. "You think that makes you powerful enough to face me?" She asked, licking her lips.

Twilight grabbed the Succubus' hips. "We shall see..." she said, pulling her hips back and then ramming her cock into the red mare's pussy. Ruby didn't even flinch. She simply licked her lips.

"Mmm... Such a big cock... I can feel it pressing into my womb..."

Twi growled and began moving he hips back and forth, fucking the mare as she panted and gasped, feeling the warmth of the demon's pussy. "S-So warm... S-So good..."

"What'd you expect?" Asked Ruby as Twi felt her legs begin to weaken.

The Succubus smirked and gave a thrust with her hips, knocking Twilight onto her butt as Ruby dropped with her. Letting out a grunt as she hit the floor, Twilight looked into the demon's eyes before Ruby wrapped her arms around her.

"You can't beat a Succubus when it comes to sex..." Ruby cooed with a smile as she rode Twilight's huge rod.

Chrysalis and Dash watched as the Changeling eyed Dash. "Shouldn't we do something?"

Dash looked at her, Twilight's panties still in her face. "Twilight said we should wait... She knows what she's doing."

Chrysalis sighed and crossed her arms. "Fine..."

Cloudchaser kissed her sister on the forehead, trying to calm her. "It's okay... The purple mare is taking care of her..."

"Yeah..." Candy agreed, gently rubbing Flitter's arm. "Everything'll be okay, sweetie..."

Twilight arched her back as she laid on her back, moaning in pleasure. "Oh, this feels so good!"

Ruby stated to look annoyed as she kept riding Twilight. "Why haven't you cum yet?"

Twi giggled. "Maybe you're... not as good as you think..."

Ruby growled and sped up as she gripped Twilight's breasts. "Something's wrong here..."

"No, nothing's wrong..." Twilight said with a smile, biting her lip. "Mmm... Keep going..."

Ruby glared at her before pulling off. She then gripped the cock and began stroking it as she licked the tip, making the unicorn moan out in pleasure.

"One thing's for sure..." Twi moaned. "You are good... Just not good enough..."

"Oh, I'll make you cum eventually!" Ruby snapped.

"Or you could give up and be my pet..." Twi said with a smile as she sat up. "Think of how fun that'll be..." She then quickly reached out and grabbed Ruby's crotch, rubbing her wet lips. "Are you getting close?"

Ruby growled and rammed her mouth down Twilight's shaft. Twi let out a moan and a gasp when she felt her entire cock slide into the mare's throat.

"How the fuck..." Twi gasped, shocked the mare was able to take it all.

Ruby then began massaging it by vibrating her throat, making Twilight moan out loudly.

"How is she holding out?" Asked Chrysalis. "I probably would've had a couple orgasms by now..."

Dash thought for a moment before slowly pulling Twi's panties off her face, smiling as she realized.

Ruby sucked for a bit longer before pulling off and poking the dick. "What the hell?!" She growled. "Why haven't you..." she said, trailing off. She then leaned in and rubbed her cheek against the rod, sniffing it and closing her eyes. "Wait... This feels different..." she said, feeling a different kind of lust coming from the cock. "This isn't real..." she said, pulling away and glaring at Twilight. "You tricked me..."

The unicorn chuckled nervously. "Oops..."

Ruby growled before pulling her hand back. She then rammed it underneath Twilight's balls and into her pussy, making Twi gasp loudly.

"F-Fuck!" Twilight moaned out, trying to grip the floor.

"This is real, though, isn't it?" Asked Ruby, smiling as she pumped her hand inside Twi's pussy.

"Shit..." Dash said. "Twilight's fucked..." she said, pulling out her gun.

As she did, Twilight squealed as she squirted all over Ruby's hand and wrist.

The Succubus grinned. "There it is..." she cooed, quickly grabbing Twilight's throat and opening her own mouth.

Her sharp teeth shimmered in the light, making Twilight whimper as she tried to get away. Chrysalis thought quickly before coming to a conclusion.

Stepping forward, she said, "Take me."

Ruby stopped suddenly, her teeth pressing to Twilight's face but not yet cutting through. She then slowly pulled away and looked at the Changeling. "What?"

"I said... Take me instead," Chrysalis repeated. Ruby tilted her head but didn't move. "Think about it," the queen said, holding her arms out in submission. "I'm a Changeling... Lust pretty much flows through my veins. Imagine how long you could feed off me before killing me..."

"Hmm..." Ruby said, clearly thinking about it. "How tempting..."

"And, I won't fight you..." Chrysalis added, not moving as she watched the Succubus.

Candy, Cloudchaser, Octavia, Rainbow Dash, and Twilight all looked at Chrysalis and then Ruby, waiting for the next step. After what seemed like an hour, the Succubus threw Twilight to the side and lunged at Chrysalis. The unicorn tumbled across the floor as Ruby quickly grabbed Chrysalis' neck and leaned in, sniffing her.

"Mmm... There's a lot of lust in you..." she cooed, sticking out her long tongue and licking the Changeling's cheek. "Mmm... And you taste good, too..." she said before wrapping her arm around the Changeling's waist and rushing passed Dash out the door.

The cyan mare gasped and spun around, taking off after them. Once she got outside, she saw Ruby climbing up the side of a nearby building before disappearing over the rooftop.

Standing there, she simply stared. "She sacrificed herself..." she said, not believing what happened. After a brief moment she gasped. "Twilight!" Rushing back inside, she saw the purple mare slowly getting to her knees. "Are you alright?" She asked, kneeling beside her.

The mare nodded. "Uh-huh... Where's Chrysalis?" She asked, rubbing her head as she looked around. "Did Ruby take her?!" She asked, gasping.

Dash nodded. "Why do you think you're s... still alive?" Dash asked as she seemed to trail off into thought. "You're still alive because of her..."

"Well, we can't let her sacrifice be in vain..." Twilight said, getting to her feet. "We have to track that thing."

Cloudchaser then spoke up. "She said her name was Ruby."

Twi looked over at her. "Ruby, huh?" She asked. "Fitting. Well, it's good to see we got here in time. No one's hurt, right?"

Cloudchaser shook her head. "No... Just scared..." she said, stroking her sister's hair.

The unicorn nodded. As she turned to leave she spotted two Vinyl records on the floor, both having blood on them. She then looked over at the DJ booth to see Vinyl sitting up. The cellist hugged her and began talking to her but Twilight couldn't hear the conversation.

"Hmm..." she muttered, turning to Dash. "Alright... Where's my clothes?"

Group Meeting

Twilight and Dash left The Wet Mare, Twi completely dressed now, as they headed back to their car. As they left, though, they passed by a van with musical notes and vinyl records spray-painted onto it.

"Think that's the DJ's van?" Asked Dash with a light chuckle, trying to lighten the mood.

Twi nodded, not saying a word as they got into their car. Dash ended up getting into the back seat by accident. Looking around, she let out a light chuckle and a sigh, getting out and then sitting down in the front. "I forgot..."

"Mmm..." Twi agreed, turning the engine on.

"You realize we'll have to... tell Fluttershy, right?" Asked Dash.

Twilight eyed her as they pulled away from the club. "Yes, I'm aware of this..." She said, thinking. "Oh..." she said, remembering. "I think I know why she did it..."

"What?" Asked the cyan mare, confused. "Why?"

"A sex buffet."

"Sex buffet?" Asked Dash, sounding even more confused before remembering as well. "Ohhh... A buffet for a Succubus..." Dash said, repeating what she said earlier. "I mean it as a joke... I didn't--"

"It's a good idea," Twi said, cutting her off. "If Chrysalis is right and lust energy flows through a Changeling than that may make Ruby keep her alive for a while."

"True..." Dash said, sounding more hopeful. "At least we have some good news... I'd hate to have to go back there feeling like a complete failure..." the cyan mare said as she rested her cheek in her hand.

Twilight eyed her as she tried to decide whether Dash actually felt bad about Chrysalis or if she still didn't care about her. She then began to wonder just how cold her friend actually was.

New Horizons...

Ruby dropped down in front of the building, dragging Chrysalis into the building's lobby. As she entered, Sunny quickly ran up to her.

"Ruby?" He asked. "What... What's this?" He asked, not sounding too pleased about the Succubus bringing home a pet.

"Food, master," the demon cooed.

Sunny hesitated before sighing. "Shit... If you can keep her under control..."

"Don't worry... I got this..."

Just then, Chrysalis let out a growl and chuckled before firing a green blast from her horn which shot through the ceiling and out the roof. Some debris fell down as everyone ducked from the sound of the magical explosion.

"That's not under control!" Sunny yelled. "Dune is gonna kill me!"

"Sorry, master, I--"

"Take her somewhere and shut her up!" Sunny commanded, pulling out his cell phone. "I have a call to make."

Ruby nodded and began dragging Chrysalis down a nearby hall.

About A Minute Ago...

Dash looked out her window, thinking about what she saw at The Wet Mare when there was a distant explosion as a beam of green magic shot into the sky. The cyan mare gasped, as did Twilight, both looking at the beam.

"Chrysalis!" Dash shouted.

Twilight nodded. "She's still alive." She said this her phone ring. Quickly taking it out, she answered it. "Hello?"

"Twilight! It's AJ! Did you see that?"

"All of Ponytropolis saw that, AJ. It's Chrysalis."

"Chrysalis?" asked AJ. "What happened?"

"She let herself get taken by the Succubus so I could escape..."

"I see... Well, that beam is coming from New Horizons. The lab."

The purple mare gasped. "The lab?" She asked, eyeing Dash. "We're heading back to the hotel to regroup. We now have a target."

"Right," said AJ. "See ya there," she said, before hanging up.

New Horizons...

"You're causing trouble, Changeling..." she growled.

"Go ahead and kill me!" Chrysalis yelled out. "The others will stop you!"

"Oh, shut up..."

"You'll never get me to shut up!" Chrysalis shouted.

Ruby groaned and threw her into the wall, the Changeling tumbling to the floor unconscious.

Ruby tilted her head. "Hmm... Quiet..." she said, grabbing Chrysalis' legs and dragging her down the hall.

Twilight drove at speeds that even impressed Rainbow Dash as she quickly drove up to the hotel. She then slammed on the brakes, making the car skid quite a bit before jerking to a stop.

"Jeez, Twilight..." Dash muttered as both mares quickly got out of the car and ran inside.

Bursting though the front doors draw all attention to them. "Where's Applejack?!" Twi yelled, looking around.

The country mare came running out of the dining room, followed by everyone else who was in the room. "Ah've filled 'em all in for ya," she said as Twilight looked around the crowd gathering in the lobby.

The purple mare gave her a nod. "So, you all know?" She asked. "A Succubus is in the city and is hiding out at New Horizons!" She said, summing it up. "And, she has Chrysalis!"

"Why should we care?!" Came a voice from the crowd.

"Yeah!" Came another. "She tried to kill us!"

The yelling picked up as more and more began yelling about how they felt about rescuing Chrysalis until it sounded like an angry mob. Rainbow Dash looked around and clenched and unclenched her fists before sighing.

"QUIET!" The cyan mare yelled as loud as she could, making everyone stop and look at her. "Now, I know how you all feel about the Changeling! I felt it, too!" Dash yelled as Twilight smiled, noticing she was using past-tense. "But, aren't we forgetting that she gave herself to the Succubus in order to save Twilight?! Anyone who puts their life on the line for another can't be all that bad... And, putting Chrysalis aside for now, the Succubus must be stopped no matter what! That includes New Horizons! Let's go kill three birds with one stone! What do you say?!"

The crowd erupted into a cheer as Twilight stepped up to her.

"Great speech, Dashie," Twi said as she hugged the pegasus.

Dash hugged back and sighed. "Now, there's one last thing to take care of."

The unicorn nodded and broke the hug, looking around. She then looked at Applejack when she didn't find who she was looking for. "Where's Fluttershy?" AJ looked upset as she pointed over her shoulder at the dining room. Twi nodded before looking at Dash. "Whoever's coming, get them ready..."

Rainbow gave her a smile. "Of course."

Giving the pegasus a pat on the arm, Twilight turned and began making her way towards the dining room. Once she stepped through the doors, she looked around, spotting Fluttershy siting in the far corner. The shy mare had her face buried in her knees, which she held against her chest. Letting out a sad sigh, Twilight walked over to her. Once there, she knelt beside the mare, looking her over.

"Um... Fluttershy?" She asked, reaching out and gently placed a hand on the mare's knee.

Shy gently pulled away. "Y-You let Chrysalis get t-taken?" Shy whimpered, sniffling.

Twi slowly pulled her hand away before sighing. "Yes, but... she made a valid point... A point that she and I understood and that Ruby... the Succubus... couldn't refuse..."

Shy sniffled and whimpered. "Wh-What was it?"

"Well, Chrysalis said that Changelings are full of lust energy. That's why they need love for food and to stay alive. Ruby took her over me because she can get much more out of her... but it will take longer to drain all that energy."

The pegasus sniffled again and looked up at her. "So, she... Sh-She could still b-be..."

"Alive?" Asked Twilight. "Yes. And, we'll get her back. I promise," she said, placing her hand on the shy mare's cheek. "We're heading out right now to take down New Horizons, the Succubus, and get Chrysalis back."

Fluttershy sniffled and nodded. "Y-You bring her back to me... I-I-I need her," she said, on the verge of crying.

Twi quickly pulled her into a hug and rubbed her back. "I'll bring her back safely... I promise..."

Fluttershy hugged the mare tightly. "Y-You better..." she whimpered softly.

A Few Minutes Earlier...

Vinyl got up and stretched, her bones making cracking noises as they popped back into place. "Damn..."

Octavia stood up with her and looked her over. "You okay, Vinyl?"

"I'm good..." she said as she looked around. "Where'd everyone go?"

"They left," the cellist replied.

Vinyl growled and ran outside, bursting outside and looking around. She spotted Twilight's and Dash's car swerve left at an intersection. She then looked around and sighed.

"I can't let this Succubus get away..." the DJ muttered as Octavia came running outside.

"Vinyl?!" She yelled, slowing to a stop beside the white mare. "Oh, good... You're still here. Usually you'd be gone by now."

"No leads..." Vinyl said as she looked all around, taking a few steps forward. "It could take forever to track her..."

Just then a beam of green magic shot into the sky, making Vinyl and Octavia gasp and look.

"Is that a lead?" Asked Octavia.

Vinyl smirked. "Yes, Octy... That's a lead..."

En Route To New Horizons

Twilight led a group outside and then turned to face them. "Let's see..." she said, scanning the group as her eyes fell on Surprise and Ginger. "Really?" She asked, walking up to them. "You sure you're ready for this?"

"Of course!" Surprise said with a smile.

"This succubus attacked us..." said Ginger. "We want a chance at payback."

Twilight smiled lightly, still a little unsure about letting these two newbies on the team. "Listen, uh..." she said, putting a hand on Ginger's shoulder. "Try and play it safe, okay? We've lost a lot already..." The brown mare simply nodded as Surprise quickly , a big smile on her face. Twi then let out a sigh. "Alright... Everyone to their cars! We're moving out!"

Chrysalis let out a groan as she opened her eyes. "Huh?" She asked, finding herself naked and sprawled out on a table. She went to go rub her head but found her wrists restrained.

"What the.." she groaned, pulling more as she heard chains rattling. "The fuck?"

She quickly discovered that her wrists and ankles were chained to the table. Closing her eyes, she concentrated her magic to try and shoot the chains free... but couldn't.

"What the... FUCK!" She yelled, furiously pulling against the chains.

"I don't think that's going to work..." came a voice from above.

After her eyes adjusted to the darkened room, Chrysalis looked up and saw Ruby sitting on the ceiling, also nude and watching her. "You bitch..."

"Well, this is what you wanted, isn't it?" The succubus asked. "Sacrifice yourself so your friend could live..."

"Why're you taking refuge in a lab? Doesn't really fit a Succubus..."

"Well, I was born here. This is my home..." she cooed as she dropped down from the ceiling and landed feet-first on Chrysalis' chest. The strangest thing was that the queen didn't feel her land, as if she was as light as a feather. "I live here..." she said as she slid into a kneeling position, her knees on either side of the queen's torso.

"So, you're an experiment?" Chrysalis asked. "Born in a lab?"

"Few days ago, yes."

"You speak pretty good for a newborn."

"I've been listening and adapting..." Ruby cooed as she leaned in and gave Chrysalis' neck and kiss. The Changeling realized that Ruby now had wings and a tail.

"You've got some new accessories..." the queen said as she made fists, trying to get away from the Succubus.

"I just learned how to use them... While you were out..." Ruby said, before licking up to Chrysalis' cheek and kissing it. "Mmm... I can feel all that energy in you..." she cooed, her tail snaking downwards as the tip began poking at Chrysalis' folds. "I'll take great pleasure in sucking it from you," she said before pushing her tail inside.

Chrysalis gasped loudly as she felt the tail snake up deep inside her. Before long, she felt it pushing against the entrance to her womb. "FffffffffUCK!!!" Chrysalis yelled, clawing at the table and making scratch marks.

Twilight sped down the road, weaving through traffic as the others all followed in their own car.

"Whoo! This is much fun!" Surprise cheered, pounding on the horn.

"Oh, why did I let you drive?!" Ginger yelled in fright as she gripped her seatbelt.

"There's the smoke," Dash pointed out, seeing the smoke from New Horizons.

"How much do you think Chrysalis fucked 'em up?" Asked Twilight, eyes on the road.

"Hopefully a lot..." she said, eyeing Twilight as she began noticing in a change in how the unicorn acted.

She seemed more gangster than before. Not to mention her high-speed driving had improved.

Sunny burst through the doors into a large office room, panting.

"Sunny, what the hell is going on?" Dune asked, getting up from his desk.

"Ruby took a prisoner and... that prisoner blew our cover..."

Dune glared at the colt. "Your pet fucked up..."

"I can handle her. Trust me," Sunny said as he took a step back.

"You better... Get all the guards ready! No one gets in!" Dune then hesitated, thinking. "Send out a patrol!"

"On it, boss," Sunny said, before running out of the room.

Twilight and the rest of the group sped around a corner and then saw a group of five black SUVs coming towards them down the road.

"We have company..." Dash almost sang as she pulled out her gun

Twi eyed her with a smile. "Just don't miss, huh?" She said as she looked at the SUVs again.

The cyan mare rolled down her window and leaned out, aiming her gun. Once they were close enough, she fired at a van's front left tire. There was an accompanied pop as the tire blew. The van then swerved to the left and hit a light post.

"Good shot, Dash!" Twi cheered before the van's doors slid open and a colt dressed in a suit jumped out, holding what appeared to be a light machine gun of some kind. "Oh, damn..." the unicorn muttered.

The colt who was three blocks away raised his gun. The other four vans sped passed him before he began firing at the Elementals. The cars all swerved to the side as a bullet hit Surprise's windshield.

The white mare let out a yell and ducked as the crack in her windshield spread. "Holy shit!" She yelled, the car swerving to the side.

Ginger quickly grabbed the wheel and jerked it to the left to try and get the car back on the road and off the sidewalk. Instead, the car swerved and slammed hood-first into a parked car.

"Surprise!" Twilight yelled, looking back.

"Eyes on the road, Twilight," Dash said, aiming at the approaching vans. "We have more at stake than them..."

The purple mare nodded and watched the vans. "I'm sure they're okay..."

The white mare coughed and pulled the airbag out of her face. "Shit," she coughed, opening her door and stumbling out.

Ginger did the same as both mares just lay on the ground. Surprise then started to giggle.

"What's so funny?" Asked the brown mare, curious as to what made her lover laugh.

"That was AWESOME! Let's do it again!" Surprise cheered, a wide smile on her face.

Ginger sighed and let out a groan. "I'd rather not..."

The sides of the vans slid open as colts with machine guns and pistols leaned out. They then began firing as Twilight swerved to the right, narrowly dodging bullets and the van before turning right at an intersection. Two of the vans followed her while the rest of her group went straight. The other two vans pulled a 180 and began following them.

"Shit, we have two of them!" Twilight yelled over the gunfire. She quickly grabbed the radio from the dashboard and held the button. "Everyone, this is Twilight! Split up if you have to but make sure you get to New Horizons! Dash and I will meet you there!"

Chrysalis grabbed the Succubus' arms and rolled them both over so she was now on top.

"Ooo, feisty," Ruby cooed, licking her lips. "Strong, too. I like it..."

"Let's see if you're so happy after I make you cum!" Chrysalis yelled, snaking a hand down the mare's body before jamming four fingers into her slit at once.

"Mmm... Planning on fisting me?" Ruby asked as she began to leak with arousal.

"You bet..." the Changeling cooed before folding her thumb in and shoving her fist inside. "How much can our little Succubus bitch take?" She asked as she scooted backwards between the mare's legs. She then kept her eyes on the wet pussy as she pushed more and more of her fist inside. "Damn, you're deep..."

"N-No!" Ruby moaned out. "J-Just stretchy!"

"Stretchy?" The Changeling asked as she pushed further in. She suddenly felt what appeared to be the mare's womb, however she was simply able to push it back with her fist. Now, she was up to her elbow with the Succubus' womb somewhere in her chest. "The fuck?"

"S-See?" Ruby moaned, biting her lip. "Stretchy."

Twilight and Dash sped down the road as the vans closed in on them. The cyan mare fired at them out her window before pulling her arm back in and reloading.

"These guys have to go," Twi muttered as she turned left at the next intersection.

The vans followed, smashing into cars and knocking them out of the way.

Dash looked around before looking at Twilight. "Slow down."

"Slow down?" Asked Twilight as she weaved in and out of traffic. "Are you crazy?"

"Just do it," Dash said as she cocked her gun. "And roll down the windows."

Twilight thought for a moment before smirking and rolling down her windows. She then slowed down a little as one of the vans began moving beside them, the colt in the back still firing at them.

"Motherfucker..." Dash muttered, aiming her gun at the open driver's side window. "Getting bullet holes in my car..."

"Could've taken my van..." the unicorn said as she made her seat lean back, giving Dash a clear shot.

"Van's too slow," the cyan mare said with a smirk. "Besides, we got money. I can fix my car easily."

"Or you could suck a colt's dick and get it for free," Twi joked.

Dashie let out a giggle. "Yeah, that may work, too..."

The pegasus mare then saw the hood of the van come into view. "Alright, Twilight. Slow down just a tad..."

Twi smiled and did so before Dash fired her gun multiple times at the driver. The bullets hit their mark, the dead driver slumping over the will as the van knocked into the mares' car. The gunshots also deafened Twi temporarily as she clutched her ears.

"Ah, fuck me!" She yelled as Dah quickly grabbed the wheel.

The SUV slammed into them and pushed them onto the sidewalk and into a building. Dash and Twilight immediately felt the impact of the airbags, coughing and groaning.

"Fuck..." Twilight groaned, pulling out her gun and coughing.

Looking out her window, she saw the other van park and the driver and shooter both go out.

"We got you now," the driver said, pulling out a handgun before he and the other colt raised their guns.

Twi sighed and used her magic to lift the van and make it hover above the colts. Both looked up before looking at each other. As they quickly turned to Twilight, raising their guns again, the mare made the van drop down on them. There was a pretty decent blood splatter as the vehicle crushed the two colts, before Twi lay in her seat, panting.

Rainbow Dash rubbed her head and looked out the driver's side window. "Damn, Twilight..."

The purple mare eyed her before holding her hand out to the windshield. There was a light cracking noise before the windshield shattered, the glass being thrown away form them. "Let's go..." Twi said as she unbuckled her seatbelt. "We need a new ride."

Ruby moaned and placed her feet on Chrysalis' shoulders before pushing away, the Changeling's fist slipping out of her body. The Succubus then rushed Chrysalis, flipping the queen over and laying atop her.

"My turn," Ruby cooed as she leaned in and latched on to her left nipple, burying her face in the Changeling's breast as she sucked on the fleshy nub.

Chrysalis moaned out loudly and bit her lip. "F-Fuck you.."

"That's what I'm doing," Ruby cooed into her breast. Chrysalis then grabbed her by the waist and spun her around. "Whoa, shit... I forgot how strong you were," Ruby said with a giggle, before gasping when the queen began licking her pussy. "Oh, yeah! Fuck!"

The Succubus began moaning and arched her back as she clawed at the floor. "Oh, FUCK!!!" She screeched as she sprayed the queen's face with her juices.

The Changeling smirked before Ruby dove in and began eating her out. "Sh-Shit!" She moaned out, still a little on edge from the tail-fucking. "I'm gonna..."

Letting out a loud moan, the Succubus received a nice helping of Changeling juices.

"Tied..." Ruby cooed as she licked the Changeling pussy. "Mmm... Delicious..."

"N... No tie," Chrysalis said as she grabbed the Succubus' ass. "We're still going," she said, pulling Ruby's wet folds into her face as she resumed licking.

There was a knock on the door of Bit & Bridal, which was answered by Jade.

"Twilight?" The green mare asked, wearing only a maid outfit. "You look terrible."

Twi coughed into her fist before rubbing blood off her face with her arm. "I need a ride."

"A ride? What--" Jade began.

"Now, Jade!" Twi yelled, making the mare flinch. The purple mare sighed and reached out, gently rubbing the green pet's cheek. "Sorry, Jade. But, I need a ride right now... We have a Succubus to kill."

"A Succubus?" Jade muttered before nodding, running to the back room. She soon returned with a set of keys. "He said you could take the van. Just return it," she said, holding out the keys. "So, you're off to fight a Succubus?" She asked as Twilight took the keys. "Can I help?"

"No. No way," Twi said, shaking her head. "If anything happened to you--"

"Nothing will happen.. Trust me," Jade said, sounding like she really wanted to help.

Twilight hesitated, wanting to refuse, but sighed and nodded instead. "Fine... We need all the help we can get anyways..."

"Great!" Jade cheered. "Lemme get changed!" She then ran away to change into normal clothes as Twilight simply sighed.

Ruby moaned out loudly as she sprayed Chrysalis' face as she came again.

"Bitch..." she growled before shoving the Changeling off her. She then sat down on the queen's belly, looking down at her before ramming her tail into the Changeling's wet folds. Chrysalis moaned loudly as Ruby gripped her tits. "Now, it's your turn..."

Chrysalis moaned more and more as she sprayed her juices all over the floor and the Succubus' tail. Ruby pulled her tail out and held it near her own mouth. "Mmm... Smells pretty good..." She then gripped her tail and began sucking the tip as if it were a dick. She swirled her tongue around her tail, licking off the queen's juices. Once she had her fill, she pulled her tail from her mouth and rammed it back into Chrysalis' pussy. "You taste pretty good, too."

Twilight pulled up to the lab to see the others waiting for her. She, Dash, and Jade all got out of the van as they ran to join the group. Jade was now wearing black running pants and a white tank top.

"Everyone here?!" She called as AJ climbed out of her car.

"When we went back for Surprise and Ginger they weren't there."

Twilight looked around before spotting two figures running out of an alley about one block away.

"Hey!" Surprise called, barely audible. "We're here!"

Twilight and Dash watched them approach as Jade looked around before eyeing the front door.

"Who are you?" Asked AJ as she approached the green mare.

"Jade," the mare answered, looking at Applejack. "You?"

"Name's Applejack. How do you know Twilight?"

"I tried killing her," Jade said simply.

"Um..." was all AJ could say before Surprise and Ginger finally made it, panting heavily.

"We're... here..." Ginger panted.

AJ hesitated before looking away from Jade before smiling at Surprise and Ginger. "Glad ta see ya two are okay."

"Thanks," the white mare said as she stretched. "So, we doing this, or what?"

Twilight eyed Dash and smiled, holding up her gun. Dash did the same as both turned to face the building.

"Alright, everyone!" Twilight yelled. "Take 'em down!"

Taking Down New Horizons / Jade and Ruby

The Elementals burst through the front door, firing at all the security guards running down the halls.

"Anyone have an idea where Chrysalis is?!" Pinks yelled over the gunfire.

Twilight looked up to see the big hole Chrysalis had made. "No idea!" She called, looking around. "Half of us go left and half go right!" She called before inching towards the hallway.

Once the guards in the lobby were taken care of, the group split up. As Twilight, Dash, Jade, AJ, and Pinks went right, the other volunteers went left. As they went down the hall, more guards came running towards them

"Shit!" Yelled AJ, firing at them. "Ah'm gonna go help the others!" She said before running off o join the other group.

Twi watched her leave as she fired at a couple more guards. More and more seemed to come down the hall as Jade groaned.

"This is taking too long and it's gonna get someone killed..." the green mare said, sounding annoyed.

"You got a better idea?" Asked Dash, shooting three more guards.

"As a matter of fact, I do," Jade said with a smirk as she pulled off her tank top, revealing her bra-less chest.

"The hell are you doing?!" Asked Dash, staring at her.

"Saving your lives," the green mare replied before shoving her shirt towards Dash. "Hold this," she said before slipping out of her pants, revealing her pantie-less crotch. After giving them to a reluctant Dashie, she got on all fours. "This is why I said to trust me..."

"What the hell are you doing?" Dash asked again as she held the mare's clothes.

Jade let out a grunt and hunkered down as her bones began shifting. Her muzzle grew out into a maw and her fingers grew longer. The bones in her legs snapped and cracked as they formed into double-joints.

The Elementals and the guards all stared as the green mare turned into a busty green werewolf. The kind of werewolf that could walk on two legs or four.

"What the fuck?" Asked Twilight and Dash together.

Jade let out a roar and began charging the guards. Before the colts had time to react, the wolf began tearing into them. Blood splattered the walls as an arm or two fell from their bodies.

"Damn..." Twi said, putting a hand over her mouth in shock.

Once Jade had taken care of the threat, she began sniffing. Letting out a growl, she began bolting down the hall.

"Come on!" Twilight yelled, running after her. "She's picked up something!"

"Are we just gonna ignore the fact that she's a werewolf?!" Dash yelled, still holding on to the mare's clothes as she ran after Twilight.

Jade led the group down the hall before stopping at a set of double doors at the end. Twilight and Dash slowed to a stop, the others stopping as well. Jade, however, burst right through the doors into the large, open room. She then slid to a stop as her claws scratched the floor.

Ruby was laying atop Chrysalis with her tail deep inside the queen, both girls, and the floor around them, covered in orgasmic juices.

"What the fuck?" Ruby asked, seeing the wolf.

"G-Get her while she's... w-weakened..." Chrysalis panted.

Jade growled before charging the Succubus, who unfolded her wings and shot off into the air.

"So, that was your plan, you bitch!" Ruby growled before Jade leaped upwards and tackled her to the floor.

Both creatures slid across the floor before Ruby bit the wolf in the neck. Jade howled in pain before the Succubus dug her nails into her sides and threw her off. The wolf tumbled across the floor before getting to her paws and staring down Ruby.

Twilight and Dash started to run towards Chrysalis, Dash stopping upon approaching the puddle of juices. Twilight, however, ran right into the puddle and dropped to her knees beside Chrysalis with a splash.

"Hey, you..." she said with a smile. "She didn't.. suck you dry, did she?"

"Don't be silly..." the queen said with a weak smile. "It'll take a while for her to drain me..."

Two smiled and patted the Changeling's belly. "Thank you... for risking your life to save--"

"No, no... I should thank you, Twilight Sparkle," Chrysalis said with a slightly wider smile. "You rescued me."

"Of course I did. I mean, Ruby has to be stopped, but... You're my friend... Right?"

Chrysalis hesitated, letting out a soft gasp before smiling even more. "Y-Yeah... Friends..."

Dash watched the two for a bit before looking away.

Jade got up on two legs and grabbed the charging Succubus before throwing her across the room into the wall. She then ran after her as Ruby looked up to see her coming. Letting out a groan, she quickly dodge to the side before stabbing the wolf in the sides with her nails. Jade roared in pain before backhanding the Succubus away.

"I'll go help the others," Dash said as she began heading out.

"Careful, Dashie," Twi called after her.

"Me?" Asked dash, turning to face her as she backed out of the room. "You're the one in a room full of monsters." She then turned and ran, leading the other members of their group away.

Pinks took a brief look at the wolf and Succubus before turning and running after the group. "What the hell is happening to this city?"

Chrysalis let out a sigh as Twilight looked down at her. "She wasn't talking about you, Chryssie..."

"It's unclear..." the queen muttered.

Ruby growled and leapt at the wolf again, claws out and mouth open. Ruby grabbed her by the neck and held her away as the Succubus swiped at her. Looking over at Twilight and Chrysalis, Jade growled before pointing to the door

Twilight looked at her and then the door, nodding. "Alright, Jade," she said, putting an arm around Chrysalis. "Come on... I'm getting you out of here..."

Chrysalis groaned and stumbled a little. "Oh, damn.. I haven't orgasmed that much in an hour since... Well, a long time..."

Twilight chuckled at that remark. "Come on... Let's get you out of here..." she said, before helping the Changeling out of the room.

Jade watched them leave before looking at the Succubus, strengthening her grip in an attempt to crush her throat. When Ruby felt this, she swung a hand up and drove her nails through the wolf's arm. Letting out a roar, Jade let go of the Succubus and clutched her arm. Jade then growled and leaped at the Succubus, tackling her and biting into her neck.

Ruby let out a hiss as Jade went wide-eyed. Quickly letting go, she backed away, licking her lips.

The pseudo-demon held her bleeding neck, eyeing the wolf. "The hell is wrong with you?"

The wolf did nothing but stare at her.

Running into the lobby, Twilight heard Dash's voice from the other hallway. "Twilight!" She yelled, running into the hall from a side hall. "Come quick!"

Twilight nodded and quickly lead Chrysalis down the left hallway to the hallway Dash was at. "What's up?"

"We found the CEO... He's dead."

"Dead?" Asked Twilight. "Who killed him?"

"That's the weird bit. Come on," she said, running down the hall.

Chrysalis watched her before looking at Twilight. "Set me down here for now. Let me rest..."

"Huh?" Asked the mare, looking at the Changeling. "Oh, uh... Sure," she said, helping Chrysalis into a seated position on the floor. "I won't be long," she said before running after Dash.

Chrysalis watched he run after the cyan mare before smiling. "Friend..."

Twilight joined Dash as they met up with the other members, who were all gathered outside, what appeared to be, an office. Stepping inside, Twilight found herself in a fancy office room. Quite a large on, at that. There was a long desk in the center of the room and behind the desk was a large computer screen with a control panel beneath it to operate it. Surprise stood beside the chair, looking at the body of a brown colt. He had a slightly scared expression on his face and two puncture holes in his neck.

"No way..." Twilight said as she approached the body. "Another monster's in the city?"

"Why have you stopped?" Ruby asked as she removed her hand, her neck wound healing itself. "This isn't over yet..."

She then lunged at the wolf and swung her claws. Jade quickly stumbled backwards and backed away, refusing to fight.

"Come on, you hairy bitch!" The Succubus yelled, getting to all fours as her tail swished wildly behind her. "Fight me!"

The wolf shook her head as Ruby charged at her, thrusting her right hand forward. Jade stepped to the side, but wasn't quick enough as Jade's nails stabbed her in the shoulder. Letting out a howl of pain, the wolf stumbled backwards and clutched her shoulder before slowly turning back to normal. After her bones had finished shifting, she stood naked and bleeding from all the cuts on her body.

"I won't fight you..." Jade said, sniffling.

"And, why not?!"

"BECAUSE YOU'RE MY SISTER!!!" Jade yelled, tears streaming her face.

Ruby tilted her head before narrowing her eyes. "Excuse me?" She asked as Jade dropped to her knees. "I don't remember you at all... But, I'm sick of hearing you whimper like a little baby... And, since I recently had a snack..." She then rushed Jade and threw her into a wall. The green mare fell to the floor, weak and unconscious. "I'll save you for later..." She then tilted her head as she looked the mare's body over. "Mmm... I guess you're not so strong in your normal form..."

She then heard a noise behind her and turned around. "Huh? Who the hell are you?"

Twilight looked away from the puncture wounds on the CEO's neck. "We'll figure this out later. Right now, we have to get out of here... and burn this place to the ground..."

Dash nodded. "We have to go get Jade. See if she's alright."

Twilight pulled out her gun and ran out of the room. "Come on!" She urged.

The group ran back through the halls, making their way towards the room where the werewolf and succubus were. As they passed Chrysalis, Twilight stopped and helped her up, leading her towards the room. Once back at the room, they saw Jade unconscious against the wall and Ruby laying on her side.

"Are they.. dead?" Asked Dash, looking at the two mares.

Ruby's eyes suddenly shot open and she sat up, looking around. "J... Jade?" She asked, before spotting the green mare. "Jade!" she then got up and ran over to the fallen mare, quickly dropping to her knees. "Come on, don't be dead!"

Twilight tilted her head. "Um..." she said, her and Chrysalis stared at the red mare, confused by her change in character.

Ruby then looked over at them. "I-I need help..." she said, sounding nervous.

It was clear that she didn't have amnesia as it was apparent she knew what she had done. However, she wasn't trying to kill anyone.

Twilight quickly snapped out of her thoughts and gently set Chrysalis down. As the queen got into a seated position Twilight ran over to Jade and Ruby, kneeling down.

"Is she dead?" Asked the red mare, tears in her eyes.

Twilight eyed her, looking nervous to be this close to her. She then reached out and placed two fingers on Jade's neck. Hesitating, she pulled her hand away before gently taking the green mare's wrist.

Smiling, she nodded. "Yes. She's alive." Ruby smiled widely before Jade let out a cough. "Well... Good timing..."

The succubus quickly wrapped her arms around Jade, hugging her tightly and crying. The green mare gasped before returning the hug.

"Oh, I missed you so much, sis!" Jade cried out, making Twilight and the others gasp.

"I'm sorry I wasn't able to miss you..." Ruby said as she sniffled. "I'm just glad we're together again..."

Twi smiled before standing up and looking at Dash, who simply shrugged. Twilight shrugged back before looking at the two mares.

"So, you two are... sisters?" She asked.

Jade nodded. "Mm-hmm... Her name's Amber..." She then broke the hug to look her sister in the eyes. "I am so... so... soooo sorry I killed you," she whimpered, tears streaming down her face like a waterfall.

"You didn't have a choice..." Ruby said as she placed a hand on Jade's cheek.

Jade smiled and hugged her. "Oh, sis..."

Twilight just watched them, letting them enjoy their reunion as Dash smiled. After what seemed like a few minutes, the two mares separated as Ruby helped Jade to her feet.

The green mare looked at her own bloody body and chuckled. "I'm such a mess."

Ruby smiled and looked her over. "Yeah, that was my fault..." She then looked herself over. "Nothing... Oh, right..." she said, remembering her regenerative abilities. "I can heal..."

"Don't rub it in," Jade said, both mares giggling before hugging once more.

Twilight smiled and stepped up to them. "We're all really happy for you two... Congrats."

"Thank you," Ruby said as she looked at Twilight, her smile soon fading. "Sorry for all the... Um... You know... Attacks..."

"You weren't yourself, uh... Amber, was it?" Twi asked, making Ruby nod. "You weren't yourself, Amber. This place was controlling you. And, now you're free to live with... your..." she said, trailing off when she noticed two puncture marks on the mare's neck. "...sister..."

"Something... wrong?" Asked Ruby.

Twi smiled and patted her shoulder. "No. Nothing. But, we should get out of here."

Jade and Ruby both nodded as Twilight looked at Dash. "You still have Jade's clothes?"

The cyan mare nodded and ran out into the hall before coming back in with a pile of clothes. "I set them down when I went to join the other group," she explained as she held them out.

"Thanks," Jade replied with a smile as she took them and started getting dressed.

Ruby went over to her cloak and picked it up off the floor before putting it on.

"Alright, everyone," Twilight said with a smile. "We're moving out now."

Jade and Ruby rejoined and held hands before leaving the room. Twilight then turned to Dash with a smile. "So... A happy ending..." she said as she started walking, before stopping beside the cyan mare. "What creature bites their victim's neck and has superhuman strength?"

"Huh?" Asked Dash, confused by the question before remembering the dead CEO. "Oh, uh... I'd have to say... vampire."

Twilight nodded. "We may have a vampire problem now..." the purple mare said as she continued walking.

Dash went wide-eyed. "Vampire? Wait, Twilight?" She said, running after her. "A vampire?!"

Blood Magic / The End?

The Elementals left New Horizons and each got into their vehicles. Ruby, Jade, and Chrysalis joined Twilight and Dash as Surprise and Ginger went with AJ and Pinks.

"One more stop to make..." Twilight said as she drove off.

"What?" Asked Dash. "Where are we going? Shouldn't we inform Celestia about the possible vampire threat?"

"Not yet... I have a feeling who we're looking for."

"How?" The cyan mare asked, practically yelling it as she was getting annoyed from being confused.

"One thing I've come to lean about this city as that some aren't what they seem. Take Jade, for example," she said as she turned right at an intersection.

Rainbow looked around before eyeing Twilight. "We going back to The Wet Mare?"

"Possibly," Twi said with a smile as they kept turning down roads before entering a residential district.

After a moment, Twilight slammed on the brakes, making the other three passengers jerk forward.

"What the hell, Twilight?!" Dash yelled, glaring at the mare.

The purple mare put the van in reverse and backed up a bit before parking. "Look," she said, looking out her window.

Dash looked as well and saw a van with musical notes and vinyl records spray-painted onto it.

"Well, shit, Twilight..." Dash said as she recognized the van.

The purple mare turned the engine off and got out. "You three wait here..." she said, looking at Jade and Ruby.

The succubus nodded as she held her sister. "Sure."

Chrysalis simply shrugged. Dash then climbed out of the van and joined Twilight, both mares making their way across the street to the house the van was parked at.

Once there, Twilight knocked on the door to Vinyl and Octavia's house.

"Hey, DJ!" She called. "Come on out! I know you can hear me!" After waiting a minute she knocked again. "Hey!"

As she did, the door opened, revealing an irritated Vinyl. "Okay, first of all... My name is Vinyl. Not Hey... Secondly, what do you want?"

"I think you have some explaining to do..."

Vinyl raised an eyebrow. "Come again?"

"How did you manage to throw those vinyl records with such force to cut Ruby?" Twi asked with a frown. "And, why did Ruby, all of a sudden, remember her past?"

The DJ shrugged. "I dunno--"

"Oh, I think you do," Twilight said, cutting her off as she leaned in. "I mean you did throw those vinyl records with such force to cut Ruby..."

Vinyl hesitated again before sighing. "Well, I suppose you've seen a werewolf and a succubus so..." She then stepped away from the door and headed down the hall to the basement door. "Come in... I was just in the middle of something..."

Twi eyed Dash before both pulled out their gun and held it with the muzzle pointed at the floor. They then entered, following the DJ down into her basement where they let out a gasp. In the center of the room was a table with candles surrounding it. On the table was Octavia, her arms and legs strapped to it. Near Octavia's left cheek was an empty cup.

Twi and Dash quickly raised their guns before Octavia yelled out, "Stop!"

Vinyl ran her hand across the table and over her lover's legs as she circled around.

Both Elementals lowered their guns slightly, hearing Octavia. "What's going on?" Asked Twilight, keeping her eyes on Vinyl.

The white mare stood on the other side of the table near Octavia's head, looking down at her. "You believe in monsters, Twilight?"

The purple mare was taken aback by this question as she wasn't expecting it. "Uh... Yes--"

"I'm not talking about lab experiments..." Vinyl said, cutting her off as she left the table and walked back towards the unicorn. "Or Changelings... I mean real monsters..."

Twilight started to become afraid as Vinyl stood in front of her, the DJ's crimson eyes staring into her own. "Vinyl, what are you talking about?"

Vinyl hesitated before grabbing Twilight by the throat and leaning in, opening her mouth wide to show off her teeth. There were two long fangs in the front while every other tooth was simply sharp as a dagger. Twilight let out a gasp as Dash raised her gun.

"Let her go," the cyan mare yelled.

Vinyl quickly closed her mouth and looked at her. "I'm not going to hurt you..." she said, letting Twilight go. "But, I had to show you."

"Y... Y-You're a real v-vampire?" Asked Twilight, rubbing her neck. "N-Not a lab experiment?"

"No... I'm real. And, to answer your question... A vampire can simply bite someone and transfer memories. When I bit the CEO of that laboratory to learn what he knew of the Succubus... I stumbled upon some valuable information..."

"What sort of information?" Asked Twilight.

"When Jade killed her sister, the scientists used brain matter and DNA from her blood to create Ruby. I simply bit Ruby to show her this. It's a special type of magic called Blood Magic."

"Well, you saved them," the purple mare said with a smile.

"I did my part..." Vinyl said as she turned and walked back towards Octavia. "Now... tell me what you know of Ghouls, Twilight."

"W-Well, if... they're anything like how they are in the books... then I'd say that they're essentially blood banks for vampires."

Vinyl smiled as she stood by Octavia. "And, unlike vampires, Ghouls don't live forever..." she said, placing a hand on Octavia's cheek and rubbing gently.

Octavia smiled up at her as Twilight suddenly got it.

"Octavia's your Ghoul..." she said, lowering her gun. "And you plan on making her a vampire..."

"You catch on quickly, Twilight..." Vinyl said as she leaned in to give Octavia a kiss on the head. "To become a Ghoul, one simply needs to drink a mixture of the vampire's blood... and their own blood... But, to become a vamp... requires more risk..."

"Why?" Asked Twilight, Dash still holding her gun while Twilight had holstered hers. "What's the process?"

Vinyl hesitated before looking over her shoulder at them. "I have to drain her blood to the last drop... and hope she has enough strength to drink mine... If I take one drop too much... I'll kill her... If she can't drink my blood in time... she'll die..."

"Damn..." Dash said softly. "Then, why go through with it?"

"Haven't you been listening?" Asked the white mare as she turned to face her. "I love her. She loves me. We wanna be together forever... and I DON'T WANNA HAVE TO WATCH HER DIE!" She yelled, tears filling her eyes.

Dash and Twi took a step back as Vinyl heard her lover speak up.

"Vinyl?" Octavia said with a smile, making the white mare turn to face her. "I'm ready..."

The DJ smiled and nodded before looking over her shoulder. "You can either leave or watch..."

Dash eyed Twilight, who took a step forward. "I'd like to watch..."

The cyan mare rolled her eyes. "Of course..." she said as she and Twilight went to the wall to give the vamp and her ghoul some space.

Vinyl watched them back away before stepping up to the empty cup. She then bit into her wrist and squeezed some blood out into the cup. Afterwards, she held the back of Octavia's head, leaning in.

"Ready?" She asked.

"Ready," Octavia confirmed.

"Remember... You have to drink my blood afterwards..."

The cellist smiled and nodded. "I know..."

Vinyl took a deep breath before biting into the mare's neck. Letting out a gasp, Octavia tensed up as she felt her blood being sucked from her body. Letting out groan after groan, Octavia squirmed, her breathing becoming more and more faint. Dash took a step forward to put a stop to this when Twilight grabbed her arm, shaking her head.

Both mares watched as the cellist's body soon hung limp. Vinyl then pulled away and grabbed her cup od blood, holding it out to Octavia.

"Come on, Drink," the vamp said with a smile.

Octavia's fluttered as she tried to keep them open. Leaning forward a little was all she could do before she fell back down, laying still.

"No..." Vinyl said, tears filling her eyes. "NO!"

Twi and Dash both watched with wide eyes and slightly gaping mouths.

"No, you can't die," the vamp said as she used her left arm to prop the mare up.

She then put the cup to Octavia's lips, pouring the blood into her mouth. She then set the cup down and hugged her close. "Come on... If you need more, then take it from me..." she said, whimpering as it was clear she thought she lost her girlfriend.

Twilight moved her hand to Dash's and held it, needing to feel comfort as they watched this saddening scene take place.

"Come on..." Vinyl pleaded, tears running down her face. "Don't make me live with this! I can't live with this! Please!"

After what seemed like forever, Octavia's eyes shot open before she bit into Vinyl's neck, making the DJ gasp. Twi eyed Dash before quickly looking back at the two mares.

Vinyl hugged the mare closer and sniffled with a chuckle. "G-Go on... Drink up..."

Octavia drank away, blood trickling down the DJ's shoulder. After a bit more drinking, Octavia pulled away and gasped, her lips red with blood. she then looked into Vinyl's eyes before the two began kissing, the blood on Octavia's mouth getting on Vinyl's.

Twilight gave a smile. "Another happy reunion."

"Today seems to be full of them," the pegasus replied with a smile of her own as she and Twi watched the two mares.

Octavia then laid back on the table, pulling Vinyl with her.

"Oh, um... girls?" Asked Twilight, letting the two vamps know that they still had an audience.

The DJ climbed on top of her lover as they kissed, the cellist grabbing Vinyl's top and pulling it off, exposing her skimpy bra.

"Oh, I've always liked that one," Octavia said with a smile as she gripped the DJ's left boob.

"Okay," Twi said as she began heading to the stairs. "We're just gonna leave you to it..."

Dash continued watching as Octavia pulled the bra down, exposing Vinyl's breasts.

Once Twilight arrived at the stairs, she looked back at Rainbow. "Um... Dashie?" She asked, getting the mare's attention. "Come on."

"B... But the show's just... Alright," she said with a sigh, following Twilight. "I bet two lesbian vampires having sex would be hot..."

The unicorn chuckled as they made their way up the stairs. "I'm sure there'll be lots of blood..."

Both mares eyed each other with a smile before leaving the house.

Elementals' Hotel, Later...

Twilight entered the lobby and stepped into the elevator, riding it down to the basement. Once there, she saw Rainbow Dash and a couple others standing by the room where Chrysalis had her shrine. As Twilight approached them, Dash looked over at her and smiled.

"New Horizons gone?" She asked.

The purple mare nodded with a smile. "Burnt to the ground a few minutes ago."

"Good," the pegasus replied, looking back into the room. "She's at it again."

Twi nodded and smiled. "Yes, she is..."

Chrysalis then heard approaching footsteps and smiled, opening her eyes. "True to your word, Twili..." she started, but stopping when she saw Rainbow Dash kneel beside her instead.

Staring at her in shock, Dash simply smiled back before looking at the shrine. The queen finally snapped out of it before smiling. She then looked at the shrine as well, Twilight watching from the hallway.

"The start of a beautiful friendship," she said with a smile as she watched the two bond.

But, as happy as she was, Chrysalis couldn't get the memory of that cloaked mare out of her head. The one who warned of the apocalypse. Who was she? What did she mean? And when was the apocalypse supposed to happen? With the succubus out of the way, it was time to start the hunt for this mare and stop the foretold apocalypse...

The End?

BONUS SEX SCENE: Foursome in Vinyl's Basement

Author's Note

This is an alternate version of the Vinyl and Octavia scene in the final chapter. I decided to have a similar scene in GTA III so I changed it here.

I hope you enjoy it and thanks for the support :pinkiehappy:

BONUS SEX SCENE: Foursome in Vinyl's Basement

After what seemed like forever, Octavia's eyes shot open before she bit into Vinyl's neck, making the DJ gasp. Twi eyed Dash before quickly looking back at the two mares.

Vinyl hugged the mare closer and sniffled with a chuckle. "G-Go on... Drink up..."

Octavia drank away, blood trickling down the DJ's shoulder. After a bit more drinking, Octavia pulled away and gasped, her lips red with blood. she then looked into Vinyl's eyes before the two began kissing, the blood on Octavia's mouth getting on Vinyl's.

Twilight gave a smile. "Another happy reunion."

"Today seems to be full of them," the pegasus replied with a smile of her own as she and Twi watched the two mares.

Octavia then laid back on the table, pulling Vinyl with her.

"Oh, um... girls?" Asked Twilight, letting the two vamps know that they still had an audience.

The DJ climbed on top of her lover as they kissed, the cellist grabbing Vinyl's top and pulling it off, exposing her skimp bra.

"Oh, I've always liked that one," Octavia said with a smile as she gripped the DJ's left boob.

"Okay," Twi said as she began heading to the stairs. "We're just gonna leave you to it..."

Dash continued watching as Octavia pulled the bra down, exposing Vinyl's breasts.

Once Twilight arrived at the stairs, she looked back at Rainbow. "Um... Dashie?" She asked, getting the mare's attention. "Come on."

"B... But the show's just... Alright," she said with a sigh, following Twilight. "I bet two lesbian vampires having sex would be hot..."

Before they got to the stairs, Twilight placed a hand on Dash's chest, stopping her.

"You know what?" Twilight said with a smirk. "We have been working hard..."

Dash gave a wide smile before both mares watched as Octavia bit into Vinyl's breast, the DJ tilting her head back with a moan. Rainbow started rubbing her chest all over, becoming extremely turned on.

"You're easy to arouse, aren't you?" Twi asked with a chuckle as she watched the cyan mare.

"Come on, Twi... It's hot..."

The unicorn smirked and patted Dash's shoulder. "Wait here, sexy," she said as she headed over towards the two vampires.

Dash smiled and gently grabbed her own crotch with a moan. The purple mare stopped beside the table, watching the vamp sex take place.

"You, uh... got room in there for two more?" Twilight asked with a smile.

Vinyl looked up at her. "Oh, you wanna join? And, what exactly do you have to offer?"

Octavia pulled away and licked up the blood before eyeing Twilight, waiting for the mare's response. Twilight smirked and gripped her pants, pulling them down and let her hard-on spring free.

"I have this to offer..." she said with a smile.

Vinyl smiled as she looked at it. "You should know that vampires enjoying biting during sex. It doesn't affect the one being bitten in the slightest. There is only a quick prick followed by a feeling of euphoria."

"Even for a non-vamp?" Twi asked, raising an eyebrow.

"Sure. Only a vamp doesn't feel much pain from the bite and receives more euphoria."

Twi hesitated before nodding. "Not a deep bite is it?"

"No..." the DJ cooed as she gripped Twilight's rod. "Not deep at all..."

She then gently pulled Twilight closer so the cock was between herself and Octavia. Twi watched as both vamps leaned in and began sniffing the tool. Octavia, however, began sniffing lower and lower before pressing her face into Twi's balls, making the mare shudder.

"This is amazing," Twi said before pulling her shirt off and throwing it aside.

Vinyl then moved her lips to the shaft and gently bit into it. After letting out a soft gasp, Twilight moaned a little as the vamp sucked. "That... actually feels amazing..." the unicorn moaned as cum began to leak from her cock head.

Octavia sniffed the balls some more before wrapping her lips around the left testicle, moaning with delight. Twilight placed her hand on the mare's head before looking at Vinyl. The DJ was looking up at her as she pulled her teeth from the stiff shaft. She then moved the cock to point at her mouth. Opening her mouth wide, Twilight could see that the had her fangs away. The white mare then moved forward and slipped the thick piece of meat into her mouth. Letting out a gasp of pleasure, Twilight placed her hand on that mare's head as well. As she did, Vinyl began moving back and forth while Octavia pulled on the unicorn's testicle with her lips. Letting the ball go, Octavia smiled and licked her lips before leaning back in. This time, she nuzzled Twi's balls out of the way and began licking at the bookworm's pussy.

"Oh, fuck, yes..." Twi moaned out before Vinyl's lips touched her crotch. "Y-You took the wh-whole thing..." she moaned before feeling the DJ bite her cock again.

Moaning loudly, Twilight shot a big load of cum into the mare's mouth. Letting out a soft coo, Vinyl swallowed the load and began moving back and forth as she continued to suck the futa cock. Meanwhile, Octavia was making a meal out of Twi's pussy. It wasn't long before Twilight felt fangs in her wet folds, making her moan out and leak quite a bit of fluids.

"Fuck, this feels amazing!" She moaned out.

As Vinyl began sucking on Twilight's head, she spotted Dash. The cyan mare was sitting on the floor, legs spread and fingers in her pants, moaning while she fondled her breasts. Smirking, the DJ motioned for her to come over.

The pegasus quickly stood up and walked over to them. Once there, Vinyl got up off the table and put her arms around Dash.

"Feelin' left out?" The DJ asked as Rainbow nodded.

Chuckling, Vinyl leaned in gently bit the mare on the neck. The cyan pegasus tensed up before letting out a moan. As she did, Vinyl pulled her shirt up above her bare breasts before grabbing them.

Twilight looked down at Octavia, who smiled up at her. She then laid on her back and spread her legs a little. The unicorn nodded and climbed atop her, laying down with their breasts pressing together. The purple mare then lifted her hips and gripped her cock, aligning it with Octavia's slit before pushing her way inside. The cellist moaned out and held Twilight close to her.

Meanwhile, Vinyl had let go of Dash's neck and removed her top. She then leaned in to her breasts and bit the left one, making Dash moan some more.

"H-Holy shit..." the cyan mare moaned out. "This feels... so fucking amazing..."

Vinyl chuckled and moved her hands to the mare's pants, giving them a yank downwards. Dash immediately raised her legs one by one as she pulled her pants off, throwing them aside. The DJ slid her hand to the pegasus' pussy and rubbed for a little bit before pushing two fingers inside.

Twilight leaned in and kissed Octavia on the lips as she moved her hips up and down. The cellist spread her legs wide as Octavia broke the kiss and gently bit into Twi's shoulder. The unicorn let out a gasp before tilting her head back and moaning. The grey mare then slid her hands to Twi's butt and gripped it gently as she rocked her hips.

"Damn, this... this is the best..." Twilight moaned, fucking the mare beneath her quicker and harder.

Vinyl smiled and pulled away from the cyan mare's breast, licking up the mound to her neck and began kissing it. Rainbow let out louder moans as the DJ fingered her faster.

"I'm getting close..." the pesgaus moaned out, making Vinyl smirk.

The white mare then got to her knees and gently bit into the cyan pussy, instantly making Dash squeal out and orgasm. Vinyl slurped down the juices before quickly standing up and hugging Dash, gently helping her to the floor before she could lose her balance.

Twilight eyed her with a smile before grunting and emptying her load inside the cellist's pussy, a bit overflowing and squirting back out, making Octavia moan out into her shoulder. The vamp then let go of Twi's shoulder and tilted her head back as she came, too. Once both mares were done, Twi collapsed on her, panting heavily.

"I would've thought... I just fucked... a succubus..." the unicorn panted with a chuckle. She then pulled out of Octavia and got off her. After stretching, she mad her way to Vinyl and Dash as she knelt down. "How is she?"

"Exhausted," Vinyl replied with a chuckle, before getting up and walking towards Octavia.

"Exhausted?" Asked Twilight, looking at Rainbow Dash. "That's unusual for you..."

"Ha ha..." muttered Dash. "Could you help me up?"

Twilight nodded and hugged her before standing up, making sure the mare had her balance before letting go.

"Did you enjoy yourself?" Twilight asked, running a finger over the cyan mare's breasts.

"You bet..." the pegasus replied, cupping Twi's balls.

Vinyl watched them with a smirk before leaning in between Octavia's legs and licking her soaking wet pussy.

"Come on..." Twi said, heading over to her clothes. "Let's get back home."

Dash nodded and gathered her clothes before getting dressed. "Thanks for the great time, girls..." she cooed, eyeing the two vamps.

"Don't... mention... it," Vinyl said between licks. "We enjoyed... it, too..."

Dash smirked as she pulled her shoes on, looking at Twilight, who was pulling her shirt on.

"Ready?" Asked the unicorn, heading for the stairs.

Dash nodded and walked after her. "We have to do this again some time..."

Twi chuckled as they headed up the stairs. "Maybe... Just, maybe..."