Fall of Equestria: Uprise

Chapter 8

___________________________________________________________

Cadance screamed, her face strained as she was propped on a mattress, standing on all fours, Shining Armour watching her with pride and a glint in his eyes.

It had been a whole eleven months and now, Cadance was finally giving birth to the first fallen from birth princess, Skyla.

They were in the birth clinic in the Breeding Center at the Crystal Empire. It had originally been a store for weddings and other such nonsense stallions like him had believed they needed for mares, before the fall.

Cadance was on a lush mattress, the best for a pet so obedient. The two doctors who were watching, waiting to catch the fallen at birth princess were unicorns, with simple black coats, green eyes and a medical Cutie Marks.

Both were clearly new, because they were looking uncomfortable as they watch his bitch’s pussy trying to stretch to fit the foal out.

It had already been an hour. How much longer until the bitch pushed it out already?

The Lieutenant of the Crystal Royal Guard was standing next to his King and Captain. He’d been invited to come and see the momentous occasion. For the first time, a princess would be trained from birth to be the bitch she was destined to be.

Suddenly, the sound of running hoofsteps came from outside the maternity ward and a mare with a white mare with black mane and tail, wearing a black collar and a quill and ink well Cutie Mark ran in, holding a clipboard.

“Master!” she said, both anxious and frightened. “I’ve found some purchases of mares that—”

She was cut off when the white stallion grabbed her by the collar and hurled her up, pining her against the wall next to the in-labour mare.

“How dare you just barge in here, bitch!” he shouted, his nostrils flaring. “What makes you think you have the right, you worthless cunt?!”

“P-p-please, Master” Ink Well stuttered, quivering under the stallion’s glare. “I-I found some files about mare purchases that you might have to worry about—”

“I told you to never talk back!” he shouted over her, causing her to whimper. “I warned you not to do anything I didn’t like or else.”

Her eyes widened with fear and she struggled against his grip. “N-no! P-please, Master! Not here! Not in front of everyone—”

He quickly unbuckled his belt, his pants dropping and slammed his hard cock into her pussy, pushing her against the wall.

Ink Well screamed, both in pain and displeasure as he became pounding into her, thrusting harder and harder into her each time.

“Lieutenant,” Shining Armour’s voice was annoyed. “I understand you needing to put your worthless mare in her place, but couldn’t you wait for a more appropriate time?”

“Ye-yes,” one of the doctors said in a raspy voice, looking more uneasy as he glanced at the crying mare bouncing up and down as she was fucked right there. “This is most unorthodox for this room, even after the fall.”

The Lieutenant grunted, speeding up his thrusting, causing Ink Well to moan in pain and sexual pleasure, before she gave as louder cry as cum started dripping from around the member she was impaled on.

The stallion pulled out and let the mare drop to the ground, panting and whimpering. “I’m done anyway.”

A loud scream caused all, save Ink Well, to turned to the pregnant mare. A head was pushing through her folds.

The doctors activated their green magic and caught the baby just as she fell from the hole.

The pink mare collapsed onto the bed on her stomach, panting heavily. Shining Armour patted her head, then turned, a large grin on his face as he looked at the foal held one of the doctors’ magic.

It was a pink alicorn with a purple and yellow mane and tail and wings tinted dark purple at their edges.

She would make a good fuck mare when she was older.

“She seems perfectly healthy, King Shining Armour,” one of the doctors said, using a scanning spell. “Weight, height and status all perfect."

Shining’s grin widened. “Good.”

“We will take her to get cleaned up before her wings and horn remove at once,” the other doctor said and they both bowed to the unicorn, who nodded.

Shining turned as the two doctors left and stroked the pink mare’s face. “Now that she’s out, you’ll be getting fucked hard like you used to. I won’t be holding back anymore.”

She gave a small smile, closing her eyes and drifting off to sleep.

___________________________________________________________

The door to the maternity ward closed and the two unicorns walked down the hall for a little, the small alicorn foal floating in the left one’s magic, fast asleep.

Once they’d reached a deserted corridor, they both looked around.

“We have her,” the first said, looking to his comrade. “Our orders are clear.”

The other nodded, breathing a sigh of relief. “We almost didn’t make it. I hope the Queen punishes those cowards we had to replace here at such short notice.”

The first nodded, whole-heartedly agreeing. "At least they were smart enough to take the Crystal Heart's shards with them, while leaving the dummies."

They closed their eyes and then they and the infant princess disappeared in a flash of green magic.

___________________________________________________________

“Twi, would you stop pacing?” Dash complained as my mom made her two hundredth pass through the living room. “I’m getting a dizzy headache from watching you.”

Mom had become really anxious over the last few months. The day after I’d freed her, my physician Changeling had informed me that Mom was pregnant too.

She’d broken down at that, because it meant she was pregnant with Shining Armour’s child. I’d spent time with her, calming her down, letting her know things were going to be alright, we’d get through this together.

While she had gotten used to the idea that she had a living being growing inside of her, even if her brother was its sire, it had made her more frantic about my plan and today she’d reached her breaking point.

“I can’t help it, Dash!” Mom near but shouted at the cyan mare, whirling around to look at her. “Today should be the day Skyla’s born. What if Autum’s Changelings can’t get to her in time? She had to order new ones to that part of the Empire so quickly when those other two came back so suddenly. Thanks to Discord we didn't have to worry about the Crystal Heart and her other ones brought the shards, but we still need Skyla to activate the heart once it’s fix. What if they didn’t make it? What if—?”

There was a flash of green and two Changelings appeared, a pink alicorn with a purple and yellow mane and tail and wings tinted dark purple at their edges floating in one of their magical auras.

I hurried forward and took the little alicorn in my arms. I’d never gotten to meet my cousin back in the world I grew up in. The Cadance there had still the same amount of months left in the pregnancy as this world’s one had.

Skyla started to stir and I nodded to the Changeling who’d been holding her in his magic. He nodded back, his horn glowed with his green aura and there was a flash of green light.

When it faded, I looked like Cadance. While I wasn’t going to let Shining and Cadance do what they’d planned for their daughter, I wasn’t going to take their daughter away from them either. By being disguised as Cadance, the foal would still imprint on her, even if I wasn’t her.

Skyla slowly opened her eyes and looked up at me.

I smiled. “Hello, Skyla,” I said with Cadance’s voice, leaning down and nuzzling her. “I’m Cadance, your mother.”

She cooed, then gavve a big yawn, snuggled into my breasts and went back to sleep.

The others all daa’aawed at the sight.

The illusion around me faded, returning me to my normal form. I looked around at them all and nodded. It was time.

They all got up and headed for the door. Apple Bloom was coming with us, determined not to miss whatever I had planned.

We left the farm, nodding to the girls working in the field. If any came, asking where we were, they were going to lie, saying Mac had taken us all out to the forest to let the beast within fuck us for a while.

I couldn’t help but shudder as I glanced at Sing-Song. She was wearing one of the apple collectors and her buckets were clearly almost full, but she wasn’t moving over to empty them so the chains stopped rubbing her pussy and ass cracks. In fact, from the way her pussy was dripping, it looked like she was really enjoying it. I couldn't help noticing that Roseluck was looking at her uncertainly.

I put it out of my mind and we all headed towards the forest, for the path Discord had made for us that would lead straight to the Castle of the Two Pony Sisters.

Discord had visited the day after I’d freed my mother from the spell holding her and told us Dainn had taken the bait and was going to hind the Crystal Heart in the castle, just as I knew he would.

Later that night, I’d stayed outside by Rainbow’s cage, pretending to sleep next to it, as was she pretending to sleep, even though she wanted to actually do so.

As we waited, we’d seen a chariot coming up the road and turning down the path going by the farm. On the chariot had been Kind Dainn and pulling it had been Celestia and Luna. They’d been dressed like those mares who’d pulled the cart to take Roseluck away after she became a purple, but I’d recognized their Cutie Marks as they went by.

Now, as we walked through the forest, I couldn’t help noticing how fast my heart was beating. This was it. The day we save Equestria and end this nightmare.

“Um, Autum?” Apple Bloom’s voice pulled me from my inner thoughts and I looked to her. “Um, what happened when ya’ll were dealing with those Changelin’s that came back fr’m the Empire afore they were s’pposed to? Yer face was kinda white fer a while after that.”

At once the memory sprang to my mind, despite my having spent the last twelve hours trying to forget it.

TWELVE HOURS AGO

“What are you two doing here?” I growled as two Changelings stopped in front of the gate, their faces white, which never happened t Changelings unless they were in disguise, which these two clearly weren’t.

“P-please, Your Highness,” the one of the left said, looking like he might hurl, “we needed to leave. We couldn’t stay there a moment longer.”

My nostrils flared “You’re lucky I sensed you two leaving your posts and was able to order two others to take your places.” I clenched a fist, my eyes narrowing. “If they fail, it will be all your fault and I will make you suffer for it. Understand?”
They both nodded frantically.

I stepped forward, holding out a hand, a night-sky aura glowing around it. “Now, what could you have seen to make you leave your post?”

“No, my Queen!” they both cried in alarm, though too late to stop the memory from playing. “Don’t look!”

~~~~~~~~~~

Both Changeling’s glanced at each other, feeling uneasy beyond anything they’d ever felt.

“Must we really watch over them, even while they’re doing this?” the first asked, looking like he’d be sick.

The other just gulped as they watched what was unfolding in front of them.

Cadance was on all fours while Shining Armour plowed into her pussy from behind. With her large stomach and lactated breasts, the latter bobbing forward with each thrust and the moaning she was making, it was like watching the unicorn plowing into a large pink cow that—

~~~~~~~~~~

I yanked myself out of the memory, shivering. “Okay. You’re forgiven. I totally understand now.” I put my hands over my face. “I wish I’d never looked.”

NOW

I looked away, my face blanching. “Trust me, Bloom. You’re better off not knowing.”

The younger mare frowned, but shrugged and we continued into the forest.

Several hours of walking later and we came to the Castle of the Two Pony Sisters. It was clear, aside from King Dainn, myself, my Changelings and Discord, none had been here since Nightmare Moon was defeated.

My mother and the other Bearers went in on with me, though I brought several Changelings to keep guard over us, just in case. Half an hour later, we came out, myself holding the Crystal Cock suspended in the Nightmare Moon magic within me.

I nodded and led them away from the castle. At first, they didn’t understand why I was moving away from the structure, but as we walked, they noticed the stairs I was walking towards.

We descended the stairs and I led them towards the cave in the rock face.

Within we saw it and all but myself, Discord and my Changelings’ jaws dropped.

The Tree of Harmony was shining faintly, it's emotions coming to me through the Hive Mind. It was mourning for the world, but I could sense it's hope at the sight of us.

Sitting in the cave were several Changelings, in front of them, the Crystal Heart's shards sitting in front of them.

As soon as they saw me they bowed and exited the cave.

I nodded to the others, handed Skyla to Apple Bloom and walked over to the shards, the others heading over to stand before the tree whilst I lowered the Crystal Cock to join the piece from which had been taken from it.

I knelt down, frowning at the shards and the cock. It hadn’t been easy for the Changelings I’d assigned to get the shards to do so. They’d had to take it without physically or magically touching it.

Physical contact risked them being infected and corrupted like the males of the world had and magical contact would’ve risk not only them being corrupted but the whole hive and myself. And if I’d been corrupted, there would’ve been no chance of freeing the Bearers or saving Equestria at all.

I closed my eyes, hovering my hands over the shards and Crystal Cock. My hands glowed with Nightmare Moon’s magic. I focused, intensifying the magic until it was strong enough.

When it was at the right amount of power, I eased the aura around the shard and cock. They glowed with the same aura.
Now, after what I just said about magical contact risking corruption, you’re probably wondering why I’m doing just that. Well, because this magic wasn’t originally mine, it didn’t have a link to me like magic did to those who would’ve used their own magic to touch them, so the corruption was confused and couldn’t do anything.

After ten minutes of magical exertion, the Crystal Heart was once again the Crystal Heart. However, it was still corrupted. To purify it, we needed the innocent heart of the only Alicorn in this world with both her wings and horn and purity in tack.

I stood up, wiping the sweat from my brow and nodded to my mother and her friends. They nodded and walked towards the tree. I'd instructed them that they'd need to be in here when it happened. I followed them and knelt before the Tree, presenting the heart to it.

A light flowed from each of the Elements, condensing on Magic. A rainbow beam shot forth, hitting the heart. When the light faded, the heart was in it's pure, original state once again.

Nodding to Mom and the others, i went over to Apple Bloom and Skyla, placing the heart in front of them. All we needed was for Skyla to touch it once.

“FIRE!”

An explosion came from outside. The others moved to run out, but I stopped them.

“Apple Bloom,” the red-haired mare looked to me, “wake Skyla and make sure she touches the heart! Discord, Big Mac and I will hold off whoever’s attacking.”

Without waiting for their answers, I hurried out, just as the cave entrance was blocked by a slab of stone rising from the ground the moment I stepped out.

What I saw shocked me to no end. My Changelings, the ones I’d assigned to watch out if anyone saw and followed us into the forest, they were hovering at the ground at the top of the stairs, their eyes now red instead of blue, like they are when not directly connected to the hive mind.

Standing beneath my Changelings were twenty caribou, one of them being one that Applejack had told me about with hatred. Vestri. Even Gunne had expressed his dislike of the guy.

I snarled. “How did you know we’d be here? And what have you done to my Changelings?”

He snickered, pulling his sword from behind his back. “Oh, they’re fine. They’re just under the effects or our newest experimental mind control spray. It was our newest idea on how to deal with defiant black collars.” He chuckled. “As to your first question, I noticed recently that several different individuals had been buying the rights of care of each of the Element Bearers for far more than they were worth and then giving them, free of charge, to Big Macintosh.”

Discord and Mac stood either side of me, ready to fight.

“That doesn’t explain how you figured out what we were doing,” the dragonequus pointed out. “How could you have figured it out? We planed everything so carefully.”

The caribou chuckled, admiring his sword’s sheen. “After the purchase of Twilight Sparkle, I couldn’t help hearing a rumor that caught my attention. The mares that had been purchased and even Macintosh’s sister herself, were acting the slightest bit different whenever they were used, by whomever had requested them, for whatever reason.”

I cursed under my breath. I’d gotten my Changeling’s to scan and hold the memories of how the Bearers had thought during their time under the spell and currently for AJ, so they could mimic them perfectly. Or I’d thought they had. There must been a missed memory somewhere and they’d faltered when they couldn’t find it as they were used by those that had requested the mare they were pretending to be.

“Then, I decided to go for a walk one night and who do I see passing by Sweet Apple Acres but King Dainn himself, his pets pulling his chariot,” he continued. “I also couldn’t help noticing the box I’d seen him place the Elements in myself in the back of the chariot. Glancing to the farm, I saw Rainbow Ass in her cage, watching the King as he drove by.”

He leered. “And then I noticed another mare with them. You, the mare who, after arriving and being claimed by Macintosh, had coincidentally arrived days before the first Bearer, Flutterslut, had been purchased for a large sum of money.”

One of the Changeling’s whispered something to him and he nodded.

“Oh, and you might want to know that those mares from the farm; they’re being taken away at this very moment for purple collar training. Gunne and his bitch too. He'll make a nice cunt cow.”

My eyes burned and I held up my fists. “If you think we’re going down without a fight, you’re sourly mistaken, pal,” I snarled. “Even if I have to hurt my own Changelings to do it, I will not allow you to stop what we’ve set in motion.”

Vestri just chuckled. “Oh, I think you will.”

Suddenly I found my body felt extremely heavy and I fell to one knee. Glancing to my sides, I saw the same had happened to Discord and Mac.

I glared at Vestri as he slowly descended the stairs, walking towards us. “What have you done?”

He shook his head. “Stupid mare. Of course you didn’t see the runes I drew on the ground around here.”

The three of us glanced around and realized there were dozens of caribou runes of magic drawn all around the ground in front of the cave.

He stopped in front of me and lifted my hand, his hand under my chin. “You thought you were so smart, didn’t you, you worthless cunt? You honestly believed you could outsmart a male, a being superior to yourself.”

One of my Changelings under his control and landed next to him. “Master, she is shrouded by an illusion spell. Do you wish it to be removed?”

Vestri looked mildly surprised, then nodded.

The Changeling’s horn glowed and the illusion spell around me was dissipated.

“Well, well, well,” he said, a snide grin appear on his face. “Isn’t this a nice surprise?”

With the illusion spell gone, my four month pregnant belly was now visible.

Vestri knelt down and placed his hand on my distended stomach and grinned. “Looks like another mare for the Breeding Centers." Then he scowled. "Or you would be, if your kind were a disgrace, soiling a man's pride by having a female's parts. Instead you will be wiped out with your fellow Changelings, ridding the world of your filth once and for all this time.”

I snarled, trying to will him to move closer so I could bite his nose off.

He smirked and stood, looking from Discord to Mac. “And, since you two do not wish to follow the laws of our kingdom, you will be put through a switch, as well.”

Mac and Discord’s faces turned white, which only seemed to please the caribou.

“Face it: you failed. You’re little plan for rebellion has ended and now you will be made an example of.”

Come on, Mom, I thought, glancing over my shoulder at the wall where the cave entrance had been. Hurry up. I’m not sure how long I can keep this idiot talking.

___________________________________________________________

“Okay, girls,” Twilight looked to her follow Element Bearers. “Are you ready to save Equestria?”

“Let’s do it!” Applejack nodded.

“Bring it!” Dash smirked.

“It’ll be fun!” Pinkie bounced.

“Indeed,” Rarity nodded.

“Um, okay,” Fluttershy murmured.

Each Element’s in the Tree suddenly grew even brighter, each folding into the other, before centering on magic.

Apple Bloom, took the moment and woke the baby Skyla, then sat her down in front of the crystal.

The foal rubbed her eyes, looking confused. Her eyes fell on the heart. She gurgled and laughed like any foal and her horn glowed with a pink aura as she leaned forward and touched it to the heart.

There was an enormous flash that blinded the earth mare, who didn’t see what was happening to the six mares closer to the tree.

___________________________________________________________

There was an explosion from behind us, and several large chunks of rock flew over us, smashing into Vestri, sending him flying backward, slamming into the stairs as rainbow lights shot into the sky and exploded outwards like a Sonic Rainboom, only with six colours, the Elements Bearers’ coat colours, explained across the land, spreading across the planet.

I realized I could move again, the runes having been dispelled after the explosion. I could also sense my Changelings were back to serving me once more, then looked up and saw them all rubbing their heads, groaning.

The caribou from before was out cold, lying against the stairs.

“Yahoo!” Discord cheered, pumping the air. “I can feel it! All my powers are back!”

I turned around to see the cave open again and the seven mares coming out, one holding a foal.

The other six were glowing with the Rainbow Power. Those with wings or a horn or both now had them back, the sheaths on their wings gone, all their collars nowhere to be seen.

I looked down at myself and saw my collar and sheaths were gone too.

I ran to Mom and embraced her as Dash cheered, “Yeah, we did it! We’re so awesome!”

“We’re not done yet,” I said, pulling away from Mom and turning to look at the sky. “We’ve one last thing to do.”

___________________________________________________________

Dainn grinned, sitting on his throne as Celestia moaned around his cock while Luna ate her sister’s pussy out.

Celestia always did give better head when she had somemare eating her out the same time. It was the best.

Things were going perfectly for him. The Crystal Shards were now somewhere none would ever think or want to go to look for them, Shining Armour’s child was being born today and in a month he’d be fucking all the Element Bearers.

With the way Luna was making her sister moan around his sheath, he was considering impregnating her too; give her the honor of bearing his offspring. Maybe he could do the same to the Bearers as well, seed them, marking them as his broodmares.

Why not? He was king, after all and they were just mares, he could do what he wanted with them.

Suddenly there was a huge banging sound, like a crack of thunder and the glass windows he’d put to replace those that had been in here before shattered as a wave of force shot through them.

This wave slammed into him, causing his throne to shoot backward and smash against the wall.

He got up out of the broken pieces of his throne, cursing whatever had caused that boom— only for his eyes to widen in shock.

Celestia and Luna were standing, their eyes glowing white. Their horns had somehow grown back, as had their wings.

Not only that, but Celestia’s mane had become like a burning fire “Dainn!” she boomed, using the Royal Canterlot Voice. “You put us through degrading things that I have destroyed kingdoms for less over in my youth!”

“You enslaved our subjects, forced you heir upon my sister and took all ponies’ horns, wings and freedom away!” Luna boomed in the Royal Canterlot Voice too. “Banishment to the moon or even the sun would be too kind of a punishment for you!”

Dainn’s mind was filled with panic. What the heck had just happened? How did they get their horns, wings and magic back?
There was a flash of purple light and his gut dropped even further.

___________________________________________________________

Dainn’s eyes widened as we appeared, Mom and the other Bearers fueled by the Rainbow Power.

I myself had also changed. My wings had expanded, changing into Changeling wings, but without the holes and atop my head now rest a black horn, but smooth like a unicorn or alicorn’s horn as opposed to a Changeling horn.

Behind us Discord stood, his arms folded, his face a dark scowl.

Behind him was half of my entire army of Changelings, all having teleported to their Queen’s side upon a single order.

Dainn looked from me to the Bearers, to the princesses, to my Changelings, his eyes frantic as he tried to find a way to escape.

I stepped forward, my eyes changing to Changeling eyes as I looked into Dainn’s own. “All across the planet, the spell that turned all males to your way of thinking and all females to be your willing slaves is being destroyed. By the end of the next hour, all of the planet of Equus will be once more of free will.”

“You have lost, Dainn,” Mom said, flying into the air and looking down on him. “Your despicable rein over our lives is over!”

“So?” Dash smashed a fist into her palm. “What happens now?”

I looked to Dainn, an evil grin spreading across my muzzle. “Dainn and all those who followed him willingly are being arrested as we speak by my Changelings. As for their punishment,” I knelt down, getting close to Dainn’s face, “a switch will ensure they aid in my hive’s foundation.”

Extra Author's Note

Next, the epilogue, which shall be posted on thursday. then IT'S OVER! YES!