Chapters

Chapter 1
Chapter 2
Chapter 3
Chapter 4
Chapter 5
Chapter 6
Chapter 7
Chapter 8
Epilogue

Chapter 1
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Fall of Equestria: Uprise

Chapter 1

Fall of Equestria: Uprise

Chapter 1

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"Do you understand the importance of your mission?" Princess Celestia asked, looking at me as she and Luna stood in front of me.

I nodded my head bowed, my wings at my folded against my back, kneeling on one leg, while my forehoof rested on the other, my other forehoof flat on the floor, as a sign of respect.

I am Autum Breeze, daughter of Princess Twilight Sparkle and Prince Carapace. While my mother is the Alicorn of Friendship, my father is the son of Chrysalis, Queen of the Changelings.

Their love for each other brought the two species and kingdoms together, brining peace between us and ending the conflicts that had been going on since the invasion during my aunt and uncle's wedding.

I am a Pegasus, with a brown coat, murky-yellow mane and tail and yellow eyes. However, while my outward appearance says I am just a regular pony, I am also a Changeling Princess. I have several of my father's species' powers, including mind magic, the ability to make myself invisible and speak directly to the hive mind through my thoughts.

Now, however, I am readied for a new task other than being the first sign of our races joining as one. Word has arrived from Discord that there is an Equestria parallel to our own, where the imbalance, if not fixed, will cause all worlds to be destroyed.

Several years ago, when I was still in my teen years before I hit my twenties, we were invaded by a race known as the caribou. We had thought them as allies, until they turned on us, and tried to enforce their primitive beliefs on our kind.

They had not anticipated the Rainbow Power, which, when my mother and her friends, whom I see as my aunts, unleashed it's might, the war was ended before it even really began. Most caribou were taken by my grandmother, who punished them by making them part of the breeding program for her hive.

The few caribou who had remained in their land, those who did not believe in the primitive ways of their kind, had been spared, and allowed to rebuild their kingdom with aid from our own.

In this other world, however, that was not the case. In that world, the caribou were smarter, the invasion happened long before my mother and aunts returned the Elements to the Tree of Harmony, thus they were not able to get to the Elements in time to stop the invasion.

Five years have passed since our world was saved, however little of over two years have passed since their world's invasion, and while we were not in bad shape for it, the other world was. There, females are now treated as nothing but cum-dumpsters, toys for the males to use whenever and however they see fit, whether that be to just get off, milk them or breed.

It sickens me how the caribou did it. They somehow had convinced that world's Discord to betray ponykind, much like how he had in ours when Tirek had attacked. He had infected the Crystal Heart, which then infected Cadance and spread. There, however, his betrayal had lead to the domination of Equestria. However, he suffered as well, for his magic was all but striped from him after the invasion was over and the war one.

The caribou were no fools. After getting his aid, they'd planned against Discord, creating rune magic that imprisoned him in stone. He now sits in the castle gardens once more, left to spend all eternity with what he did, fully aware as to what happened to all of ponykind.

Our discord said the other him was not taking it well, especially when his powers had allowed him to observe everything, including when the caribou broke Fluttershy, making her their obedient and willing sex slave.

We had spent as much time as possible studying the caribou rune magic from our own world for red last two years, knowing if we learned from it, my chances of freeing the other world would be at much better odds.

Now, you are probably wondering why I alone am going into that world and not my mother and aunts, or the princesses themselves. It is because I do not exist in the other world. Their, my mother never got the chance to meet my father, so I was never born. Thus, I will not cause a paradox when I go. If my mother, aunts or any if the princesses were to go, the risk of multiversal collapse would happen even sooner.

This way, I could try to save that world, save those I cared about, save my kingdom, and not risk the end of everything should I meet anypony.

I would not, however, being going all alone. My grandmother has set up a small army of Changelings, fifty thousand of the high ranked Praetorian to aid me as well as two thousand drones. They would be my eyes and ears all over that world while a contingent of them would remain near my person, to unsure I was not harmed.

This would be good, for the sad fact was the Changeling race had been extinct since just before the invasion in that world. That had been the first part of the caribou's plan. They had gotten Discord to rain fire down on the Badlands, scorching the earth and killing anything and everything, including the Changelings.

With these Changelings, however, I would be able to rebuild the Hive. And I would, with great joy, use the caribou as part of the process. They would find out just how horrible it was to be forced to do something you did not want to do.

I stood up on my forelegs, the world I was going to was one where all creatures like ponies were anthropomorphic, so I had spent several months learning how to walk on two legs, getting lessons from Lyra Heartstring, the foremost pony expert on such matters.

My aunts all came up, saying goodbye in their own ways. Rainbow Dash shared a hoofbump with me, while both Fluttershy and Pinkie held me close, Pinkie bawling her eyes out like my mother had told me she did when Celestia and Luna had been reunited, Rarity held me close, before she pushed me away gently, then turned away, sobbing. Applejack nodded her hat to me, which said more than word ever could for her.

Cadance and Shining Armour both held me, much like Rarity had, though they she'd tears silently.

Both sister princesses bowed their heads to me, trying to keep their faces stoic, but I saw the pain in their eyes at losing a relative to such a horrible world.

Grandmother looked at me with tears in her eyes. She stepped forward and embraced me in her holepoked forelegs. "Even though, at first, I hated you, granddaughter, know that I could never be more proud of you for doing this," she sobbed.

I returned her embrace. She and I had become much closer after Father had died. He had fought in the war, and paid with his life.

The last farewell was from both Spike, who was much older now, about half his original size added to his stature, my younger five-year-old unicorn brother, Dusk Shine... and my mother.

The three of them held me close and we all wept. I did not wish to leave them, the Twilight and Spike if the other world were so corrupted, I as a little worried I wouldn't be able to return them to normal. If that was the case, I would have lost both of them, twice.

"I will always be with you, my darling daughter," Mother sobbed, pulling me closer. "Even in your most darkest of hours, I will be there, even in the other me of that world, you will find me. Please, do not give up of them."

I sniffled. "I won't, Mother. I will make you proud, you here and there."

While Spike pulled away and went to comfort and be comforted by Rarity, we stayed, holding each other for several more minutes. It was only when Luna coughed did we separate and I walked up to the throne, then looked out at my family and around them.

We stood in the throne room of the Castle of the Royal Pony Sisters. It was here that the spell to transfer me through space and time would be cast.

As soon as we parted, however, Dusk cried out, running towards me, only to be held back by Shining Armour's magic.

"No!" he screamed, tears streaming down his face as he stared at me with pleading eyes. "Please, big sister! Don't go!"

I looked away from him, forcing the tears and sobs down as I turned to look at Luna.

"Remember," Luna shouted over Dusk's cries, tears welling in her own eyes and her voice cracking slightly, "as soon as you arrive in the other world, this will be the focal point. As soon as you have materialized there, the magic leftover from Nightmare Moon shall be drawn out and into you. Control it, harness it and it will aid you in that world."

I nodded, closing my eyes, waiting for the spell to be cast, doing my best to try and ignore my LBBFF's cries and pleas for me to stay, and focused on what needed to be done,

One of the preparations for this mission was that Luna had used her magic to draw the dormant remnants of Nightmare Moon's magic that had been left behind in the castle after the Elements defeated her and freed Luna. Now, because of that magic flowing through my body, when I arrived in the other world, in the exact same place as I was standing in this one, it would be awakened and drawn to me.

This magic as crucial for the mission, for it would give me the strength to fight the magic imprisoning all the males and females of that world. My Changeling magic would give the ability to go into their minds, but it was the magic remnants of Nightmare Moon that would give me the strength to fight the spells binding them.

I felt the tingle of magic and opened my eyes to see Celestia, Luna, Cadance and my mother's horns aglow, their magic all combining, coalescing around me. I saw them all for one final moment and heard my mother's cry of "I will always love you!" before I ft my body twisting, morphing, the world around me spinning and churning... before everything went black.

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Everything hit me at once. My height was larger, my chest fall bouncier, my hands... I stopped and studied them. Lyra had shown me a spell that had made hand-like hooves, to give me a sense for how they work, but these felt far more intricate.

I did not get to continue my observations for long, however. At once I sensed a familiar magic and looked to see myself in the same room, the ponies I cared for no longer there, blue, night sky coloured tendrils of magic seeping out from the flower and slowly moving towards me.

I smirked. Like I'd give them the chance. At once, my eyes glowed with a white light and I held my arms outstretched. The wisps reacted at once, shooting to me, pouring into my chest, arms, legs, every part of my new body.

I winced as, like before, I was assaulted by the thoughts and memories Nightmare Moon had during her last moments before the Elements defeated her and freed Luna. Her hatred for my mother and her plans to make her suffer, her plans to make all of Equestria suffer once she was finished...

I shook the memories away, and focused. At once, the whisps of magical energy spiralled into the air, being suck into me like a whirlpool. Within moments, all the magic was gone, stored within my body.

I stumbled for a moment, adjusting to the double amounts of Nightmare Moon's magic, before I gained control of myself and breathed.

I flexed my new hands. They felt better than hooves. In a way, I was glad to have these in this world than my hooves.

Now I had to check out the rest of my new body. The distance from my neck to my nethers was farther now. Interesting, though not as much as the lumps that had formed on my chest.

I had known they would appear, my old world's Discord had shown me what the beings of this world were like, so it wasn't like I didn't think they'd appear on my when I arrived. These were just a different version of teats, like all mares have.

What I did not expect was their size. They weren't as big as my mother's, half that at best, but there were so bouncy and round, I couldn't help but hold them to test them. I could see the teat, I believe it's called a nipple to this world, was in the centre and stood out pink against my brown fur.

"My Queen," a raspy voice said from beside me.

I got ahold of myself, moved my hands away from my new breasts and glanced around to see thousands of eyes staring at me, waiting to know my orders.

I took a deep breath and looked to the Praetorian standing beside me. Though he remained invisible, as his part of them normally do unless instructed to or necessary. "All of you are to remain out of the way. This will be dangerous as it is and I do not wish to endanger any of you, for we are all of our kind this world has now."

I felt them all agree through the hive mind and they all backed away, giving me room.

I took another deep breath, followed by another one, before I focused, my eyes glowing white as I channeled the magic within me, reaching out to one who needed help and whose help we needed.

Night sky coloured magic flowed from my hands and spiraled in front of me, intensifying in speed and power for several moments, before dissipating, followed at once by a loud (in my opinion very overly exaggerated) gasp.

Discord flopped onto the ground, looking groggily at me, his eyes crossed, much like Derpy's.

Discord shook his head, coming to his senses and looked at me, very confused. "Who in Celestia's name are you?" He blinked. "Wait. How did you summon and free me? That shouldn't be possible after..." His face fell and he looked to the ground. "... after what I've brought on us all."

I frowned, stepping down from the place I had arrived at and stood in front of the draconequus. Out of all those from my own world, he as the only one whose form was no different. Then again, he was already sort of an anthropomorphic creature, wasn't he.

"Discord," I said in firm voice, like Grandmother had taught me to when announcing, "I, Autum Breeze, Queen of the Changelings, require your help to save Equestria."

Discord looked at me, we were nearly the same height, I was barely having to lift my head to look him in the eye, blinked, then looked away. "What help could I be?" he asked, his voice filled with sorrow. "The caribou have the power to stop my every move. There's nothing I can do. I... I..."

He buried his face in his hands and bawled. "Please, forgive me, Fluttershy! I never meant for this to happ-he-hen!"

Sadness filled me as I watched him, a broken being, with no hope for redemption in his own mind.

I clenched my fists and gritted my teeth. That may be what he thinks, but that is not the case.

"Discord!" I nearly shouted, causing him to eep and freeze (literally) in place. "This is no time for wallowing around in self pity!" I pointed at him. "For my plans to free our world to succeed, we will need your assistance."

Discord unfroze, staring at me like I was a madpony. "Free it?" He shook his head. "Do you not know what has happend? Celestia and Luna are defeated, the Elements of Harmony's bearers broken, with only two keeping their minds proper. Stallions and all males now see females as toys, things to use. The caribou rule this and so much more." He looked down. "And I... I helped them do it."

I nodded. "I know. The you from my own world saw everything."

This caused him to look at me again, confusion and intrigue now playing across his mismatched features. "The me from... where?"

I explained to him my mission, how we had learned from our own world's Discord the horrors that had befallen this world and how I as here to stop it.

Once I was finished, he blinked, scratching his head. "You plan on doing this all by yourself?"

I shook my head and every Changeling present made themselves visible, filling the room with black with green dots staring from all around.

Discord yelped in surprise, his eyes going wide, before he turned to me. "Changelings? Here? How?"

I explained my exact origins, what that meant in my world and what it now meant in this world.

Discord nodded, stroking his goatee. "Interesting. So the Twilight of your world married and had a child with a Changeling." He smirked. "Never knew you swung that way, Princess." He sighed, looking to me. "But my chaos magic is barely what it once was. I don't know how I could possibly help you."

I shook my head. "We don't need your chaos magic." I grinned. "All we need, is for you to plant the seed that will sprout the downfall of King Dainn."

A glint appeared in his eyes and he leered. "Just tell me what to do and it shall be done," he bowed, "my Queen."

I scowled. "For starters, never use that tone when speaking with me, draconequus. You may have learned you lesson from this, but do not think I will merely forget what your betrayal has done to those I care about."

He faulted, slight worry crossing his face as my Changelings hissed. "I..." He gulped. "I promise not to do so again."

I nodded, then told him what to tell Dainn. Which each word I uttered, his smile grew and grew, turning into a sneer. "Of, that is too perfect." He frowned. "But, the Crystal Heart is corrupted. It... It's now the Crystal Cock. And Cadance is the only one who can use it, but she is already amount those that do not care about their past lives now. How can you use it's magic when the only pony use can harness it will not be able to so and return it to light?"

I shook my head. "Shining Armour's plans might be horrible, but it gives us the chance we need."

It took a few seconds for that to process through his brain, before his eyes went wide. "Skyla!"

I nodded, trying to hold back a scowl. "While I detest that he plans not only to make her a sex slave from birth, but will obviously remove her horn and wings so she knows no different, Skyla's heart will be pure and innocent at her birth. With that light in her heart, she will be able to activate the Crystal Heart and free all those under it's corrupted form's influence."

Discord folded his arms, shaking his head. "It's a gamble, as far as I can see. How will you fix the heart? It's pieces that were removed to shape it into it's new figure are hidden deep in a vault in the Crystal Castle in the Empire."

I smirked and nodded to a group of Changelings. They nodded and were gone. They would split into teams, one team would watch over Cadance and Shining Armour. Both to keep tabs on them and to ensure they would be able to save Skyla from her parents when she is born.

The second team would find and gather the shards of the Crystal Heart that had been broken of during it's reshaping and keep them safe until the time was right, being sure not to physically or magically touch them, so as to avoid possible corruption themselves.

And the third team would find and keep watch over the Crystal Cock, ensure that it's whereabouts were known at all times and, when the time was right, would take it and bring it to me so that I could repair it, using Nightmare Moon's magic to pull it back together and give it the shape of a heart again.

I looked to the rest of my Changelings and nodded. They all vanished. Many were off to ensure I had eyes all over Equestria, while others would remain invisible and nearby, should I require their assistance or protection.

With that done, I turned to Discord. "Ready to make up for your... let's call it a mistake?"

He nodded, then bowed to me, earnestly this time, before disappearing with a popping sound.

I sighed and headed out of the castle. I needed to find a place to stay, to share my plans with those I knew I could trust. I was off to Sweet Apple Acres.

Author's Note

Well, there's chapter one.

I wil try to get chapters two three and if possible four, written tomorrow.

If there are any spelling or gramma errors, please point them out to me nicely. I was typing this whole,chapter on the iPad and the damn auto correct kept bugging me, correcting things that didn't need correcting and making me have to write those parts again anyways.

Chapter 2
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Fall of Equestria: Uprise

Chapter 2

Author's Note

Warning. if you do not wish to read the clop stop reading after "Mac let me down and I dropped onto my butt and lay down on the straw of the barn floor." and restart after "We spent several minutes, though it could have been hours, I couldn’t focus as my afterglow slowly faded, just staying there, both coming down from the high we’d given each other." which will be close to the end

Chapter 2

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Big Macintosh sighed as he looked over the latest bills. He'd thought, with so many mares working on the farm along with AJ, that their finances would have become easier, especially after managing to add Fiddly Faddle to the group of mares in his care. However, it seemed they still weren't making enough, though that was mostly due to Roseluck just trying to please him and not doing the farm work assigned to her. Though, after he'd punished her for endangering them all, she'd seemed to pull up her pants, so to speak and do as she was told, without question or complaint.

Sure, it had only been a few months since the mares had arrived, but they'd need to work faster or he'd never be able to pay all these bills. He shuddered, realizing he might even be forced to sell one of them away. He just hoped it wouldn't come to that.

Even though Applejack wasn't a black collar anymore, it had only made things a bit easier for them. For one, not as many stallions were giving him flack for treating his mares with kindness, especially AJ, and especially since the Gala, now that she had a few rights as a Red Collar, not to mention the word those two guards had spread about how he'd punished Roseluck. Today he had to send the report about the recent week before any got suspicious, came and gave some reason for him not being fit to care for her and took his sister away, ruining everything they'd worked so hard for.

"Macintosh Apple," a voice called from outside.

Mac frowned. He didn't recognize that voice. Then his eyes went wide with fear. What if this was an inspection? What if they'd found out that AJ's red collar was a ruse and that she wasn't really a willing slut like they'd been trying to make them believe?. He’d lose his sister, the only family he had left aside from his cousin, his ownership of all the other mares and even his own stallionhood, being turned into a mare!

"We have something you may want to know, if you wish for this madness to end."

This caused Mac to calm down suddenly. End this madness? What did that mean?

Applejack had walked in the living room, worry deep on her face. Like he had, and still did now, she was certain the caribou had sent someone to take her away because their ruse had been found out. It was hard not to be a little on edge after the incident Roseluck had caused.

The red stallion got up and held his sister in a tight embrace, trying to ignore the red collar around her neck. "Don't worry," he said in a firm voice. "Ah'm not letting ’em take ya. Not ever."

"Macintosh Apple!" the voice called again, sounding agitated at having to repeated itself for a third time.

Mac sighed and headed for the front door and called, "Ah heard ya the first time, Ah'm comin'."

When he opened the door he tensed, expecting to see a small squad of caribou or Royal Guards, what he did not expect was the creature standing there. It was black, with green eyes. It had no mane or tail and fangs were sticking out from its top lip.

It took a second before he realized what it was and it rooted him to the spot. A Changeling. No, more than just one. He could see several standing there, all looking as stoic as any Royal Guard.

However, before he could start to panic, even as his brain tried to remind him that the Changelings had been wiped out by the caribou before they'd invaded Equestria, using the now deceased species’ magic to grow their own horrible punishment plant, they all stepped aside and another figure walked up to him.

This figure, however, was a pony and the moment Mac saw her his mouth dropped open. She was gorgeous. The figure was a Pegasus, her wings, like all other pegasi mares’ plucked of their feathers, with a brown coat, murky-yellow mane and tail and bright yellow eyes. Her body were curved and beautiful, as if someone had chiseled her from stone into a master piece of art.

She cleared her throat, snapping him out of his daze. He shook his head and looked to the mare. "Anythin' Ah can do for ya, ma'am?" he asked, briefly forgetting how things worked now, dropping to his old routine of greetings.

He just couldn't stop looking at this mare. Where had she been? She looked flawless, not a sign of enslavement on her. She didn't even have a collar. And the way her nipples showed so clearly against her brown fur...

A snapping of fingers pulled him out and he shook his head again.

"Big Macintosh Apple, now owner of the entire Sweet Apple Acres farm and several more areas of land, I need your help." She spoke with a firm tone, like Celestia use to when making a Royal Announcement, before the Fall, anyway.

This caused Mac to double take. Mares didn't talk like that anymore, they weren't allowed to and none even dared, not even his sister, especially now. So, why was this mare doing so and how come she seemed so sure of herself?

"I am Autum Breeze, Queen of the Changelings, and if I am to help Equestria return to its true rights and save it from damnation, I need your help."

Mac honestly didn't know how to respond to that. Free Equestria? That was a fool's dream. The princesses had been defeated, Cadance had given herself up willingly, the Crystal Heart had been corrupted, turning almost all males into horrible beings and even Twilight wasn’t going to be able to do anything, she'd surrendered and become a red collar, and the other Element Bearers, save his sister and Rainbow Dash had been broken, so the Elements wouldn't even work if they could even get them from the King. There was no way Equestria could be saved. This mare was out of her mind.

And yet...

Maybe he was letting his dick, which was currently erected beneath his pants, do the talking, but he stepped aside, saying, "Come in and tell me what your plan is. Ah will try ta help as best Ah can."

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"That... That's crazy!" Applejack said, staring at me like I was a madpony. "Ya... ya really think ya can do that?"

I nodded, my expression grim. I had told her and her brother everything: who I was, my mission, how I planned on making it work and how Discord was going to aid us.

Mac just glared at the mention of the dragonequess' name. "It's because o' him that we couldn't fight back! He enchanted that dang armour ta repel spells, meaning the princesses and unicorns couldn't do nothin'!"

I nodded, not faltering. "But he learned his lesson. He cared more for Fluttershy than he originally realized and when his powers let him observe... that, he broke down. He truly is intent on helping the plan succeed. He also wants revenge against Dainn for what he's done."

Applejack snorted. "He'll have ta get in line, there. Every mare that still has her senses an' ain't a willin' or cracked slave wants a piece o' that bastard."

I nodded, then sighed, my face softening as I looked at the naked mare. “I’m glad to hear what happened to Granny Smith.”

Applejack shook her head. “Horrible as it sounds, Ah’m glad she ain’t around ta see what a horror Equestria’s become, ’specially Ponyville. She was here when this town began. Ah’m glad she never got ta see what it’s become.”

I nodded again. My face returning to a firm expression, I stood and turned to face her brother. "For my plan to work, we need all the Bearers together and restored. With my powers and my Changelings backing me up, I can restore them to whom they used to be. It won't be easy, but I have to believe it can be done."

Mac frowned. "An' just how d'ya'll plan on gettin' 'em all together again? In case ya hadn't noticed, we tain't exactly wantin' ta see any save Dash again. She's the only one that didn't surrender."

"Sides from Pinkie," Applejack muttered and I sensed her sadness through the hive mind, as my Changelings sensed it themselves, then passed it on to me to feel.

I sighed and nodded. "Aside from my mother, I feel Pinkie will be the most difficult to restore, if only because her twin personalities are fighting for control of her body, but I'm not going to give up. There has to be a way to give them back their wills, their real wills. I'm not going to believe for a second that there isn't a small part of them, still inside, screaming for freedom, while these shells of themselves do as they’re made to be."

Mac nodded. "Though, if y'all wanna stay safe, y'all are gonna need a master. If y'all go inta town, especially not wearin' any collar, the first male, stallion or caribou is gonna claim ya as his own."

I blushed, looking down. This was the first time since being here that I actually felt nervous and knew they, including all my Changelings could sense it.

"Um... yes. About" cough, "about that." I twiddled with my fingers. This was the one part of the plan that really embarrassed me. "I... I need you to..." I gulped, feeling a few of my Changelings getting anxious as my own emotions started feeding back into them. "Ineedyoutofuckme!"

Both Apple siblings blinked, my words have tumbled out of my mouth so fast they'd all been at once, making no sense.

"Uh, surgarcube," Applejack said, cocking an eyebrow, "could y'all repeat that, a little slower. We didn't hear ya—"

"Fuck me!" I shouted, my nerves getting the better of me.

They both looked taken aback.

"Um, what was that?" Applejack asked. I could hear the concern and hidden anger in her voice.

I took a deep breath and bowed to her brother. "Big Macintosh of the Apple family, please cum inside me!" I could feel my face was bright red. I was asking someone who'd had been like family to me in my own world all my life to put his thing in me and fill me with his seed. If it weren't to keep me safe, I so would not be doing this.

"Ah thought y'all said ya were here ta help us!" Applejack yelled, causing me to flinch back. Her face was fall of rage and disgust. "Yer just like yer mother, though. Y'all just wanna get fucked and please males, like all those other red collars!"

At once, my anxiousness vanished and I met Applejack's glare. "I haven't been cummed in by any male of this world, Applejack. If my plan is to work and Equestria to be saved, I need to be in the care of a male I can trust!"

The farm mare faltered, looking confused. "Wait. What?"

"That is why I need your brother to cum in me!" I shouted, pointing at the stallion, who now looked a little anxious. "He is one of the few stallions that wasn't turned into an asshole by the Corrupted Crystal Heart. If he cums in me, he will have been the first to do so, meaning he would have claim to me by the laws of this world. No other male could legally touch me without his permission. That is way I ask this, not because I want it, Mac is like family to me, since he helped raise me, as did you and the other girls, but I need him to claim me or else my safety cannot be assured. And if my safety can't be assured, Equestria's one chance of freedom can't be assured either."

Applejack stared at me, wide mouthed; she clearly had not expected that. Then again, she had just called me a willing slut after I told her I was going to try and save her world, so you can understand my anger. The hive understood it, I could feel them bristling. It was only my mental orders to do nothing that was stopping them from attacking the mare who dared to insult their Queen.

I turned to Mac and stepped forward, looking down. "I ask again, Macintosh of the Apple clan, plant your seed in me and mark me as your own."

The stallion gulped, looking uncertain, though I could clearly see his his erection pressing against his pants. Even though he hated himself for it, he wanted this. He wanted to rut me and plant his seed in me... and I was kinda wanting him to do it too, now, while at the same time not wanting him to.

"We'll... Let's go to the barn. We won't have to clean up if we do it in there.

I nodded and followed him out to the barn. As we did I saw several mares, all of whom I was good friends with, back I my own world, working in the field wearing...

I shuddered. These caribou and their ways for treating mares chilled me to bone. I had to wrap my arms around myself for comfort.
At once, I felt a hand on my shoulder. I turned to see Applejack, giving me an encouraging smile. "If yer uncomfortable about this, ya don't havta do it, ya know."

I sighed, took a breath and firmed my expression. "No. If I am to succeed, if Equestria is to be saved, I must. Big Mac needs to be my master, or else my chances dwindle."

She looked worried, but nodded, hearing the truth in what I said.

We entered the barn... to find a pony I recognized as Roseluck. What shocked me was that she was, not only wearing a red collar, but she was being fucked by—

“Get out of here!” Mac yelled, his eyes widening in anger.

A pony I could tell was Snips leaped, yanking himself out of Roseluck’s pussy, causing her to moan in both pleasure and what sounded like a mixture of relief and disappointment, before he grabbed his clothes and shot out the barn door, not even bothering to stop and dress himself for fear of Mac’s wrath.

Mac growled, grinding his teeth. “Ah’m gonna have words with Spike about this tomorrow. Ah’m sick o’ findin’ other males here, fucking the girls. And you,” he glared at Rose, who whimpered, her ears falling flat against her head, “what just happened?”

Rose dropped to her knees and bowed to Mac like a subject would a ruler. "Master, I'm sorry! I'm sorry! I-I didn't want him to do it. I was doing as you told me, working in the barn and he took me from behind. I-I couldn't do anything and—"

Mac held up a hand, his eyes closed, then sighed and pointed to the door. “Go out, help the others with their work.”

Rose bobbed her head frantically, before getting up and hurrying out the door.

Mac stomped to it and slammed it shut. “Ah’m sorry ya’ll had ta see that Miss Breeze. Ah... Miss Breeze?”

“O-oh!” I said, looking away, blushing. Small drips were leaking from my hole. “S-sorry. I’ve never seen that up close before and... I’m bisexual so...”

Celestia, that had been arousing. I’d only ever heard things about how that happened from Dash, when she talked about her loner years, before she and Applejack got together.

My body was now asking, rather loudly, for the thing I didn’t want to do, but knew I had no choice. Damnit!

Mac sighed and walked over to me. He stopped in front of me and pulled his pants down.

My eyes went wide at the sight of the large red thing. It was easily as thick as one of my new arms and I could already see some precum leaking from the top.

Before I knew what was happening, Mac lifted me a little, holding me over his dick. At first I thought he was just going to drop me on there and blanched in fear. However, as he held me, I realize he was letting my mare cum flow onto his cock, which he moved around til it was fully covered.

At first, I didn’t understand why he did it, before recognition hit me. He was using my fluids to lubricate himself, so he wouldn’t hurt me so much when he forced his way into me.

The chivalry of it caused me to blush.

Mac looked up at me. “Would you rather do this on the ground? Ah don’ wanna hurt ya.”

I nodded, trying not to look at the massive shaft that I knew would so be plowing my insides.

Mac let me down and I dropped onto my butt and lay down on the straw of the barn floor.

Mac positioned himself, his cock facing my now very wet pussy, applying slight pressure. “Ready?”

I gulped, tilting my head to answer, only to see Applejack was still there, as if waiting for something.

“Yes, but, why’s Applejack still HERE?!” I finished my question in a cry as he pushed into me, my lips being forced apart to make room for the large intruder.

I shuddered as I felt the large thing force its way in, only to stop for the briefest of seconds, before pain erupted as it pushed further, causing me to shudder and scream as it went deeper.

The stallion stopped, looking down at me with worry. “Ah-Ah’m sorry. Ah didn’t mean ta hurt you.”

I was panting, my face flushed as the pain started to slowly subside, to be replaced even more slowly by a feeling of pleasure.

“It... It’s okay,” I managed, gulping some air to steady myself. I could feel his member still lodge inside, throbbing as it begged to go deeper. “Th-that... was my first time.”

Applejack’s eyes widened. “You’re a virgin?”

I nodded, shuddering as Mac continued where he left of, pushing further in, but slowly, gently. He clearly wasn’t worried he’d hurt me and was trying to not do so.

Applejack whistled, shaking her head and folding her arms. “Then it’s a darn good thing ya came straight here. Had ya’ll come anywhere near another stallion, they’d o’ sensed yer virginity and claimed ya on the spot.”

I grinned shakily as Mac pushed even deeper. “Th-they’d have to get through my Changelings first.”

Applejack frowned, thinking. “Yeah. Ah guess they wouldn’ let them take advantage o’ ya. They’d make ’em pay.”

At that moment Mac started pulling back, causing me to twitch as he slid further and further out, until only the head remained lodge in me.

Where he had been before I could now feel an emptiness I hadn’t before he’d gone in. Jeez, is this what it’s like to have sex? Dash really held back more than Mom thought, with all her complaining about how I hadn’t been ready at the time.

Yes, I was only seven, but it’s not like I went off testing everything Dash told me. I’d known it was for older ponies and had respected my mother’s wishes.

My inner thoughts were interrupted as Mac suddenly ploughed back into me, going so far in he almost bottomed out.
I shrieked (only a little bit being in pain) as I felt his bulge go so deep, deeper than another ever had in there before.

...

What? I said I was bisexual. I’d done stuff with young mares, barely more than fillies as I had been at the time loads of times, what teenager doesn’t? But nothing I’d ever done with them was like this. I was so full; it was like nothing I had ever experienced.

Mac started pulling back and pushing forward in a ready rhythm, slight unease and curiosity playing over his face.

As for myself, I couldn’t have felt better. I had a huge stallion cock inside me, filling me every metres, getting deeper and deeper. My snatch was on fire, it was like an itch I’d never been able to scratch, yet hadn’t known about was getting its due.

All I could think about was how good it felt to have a stallion’s cock inside me, ploughing me firmly as...

My thoughts stopped as my eyes widened. I knew that feeling. I had felt it before; part of it anyway, loads of times since hitting puberty. But, I wasn’t meant to start for another week. I’d checked the date the day before I came here.

Or had Pinkie messed with my calendar again to fit in her Good Luck Saving the Enslaved Dimension party? Mom always made me mark that day after she’d calculated the time when it mostly happened so I’d know to stay home so no overly-eager stallion or colt decided to have their way with me and indecently add a new member to the Royal Family.

Wait. If I was in my estrus cycle now that meant... Oh, crap!

“Mac, wait!” I tried to cry out, lifting my head.

However, at that moment Mac pushed harder, his bulge excavating even deeper, the end penetrating into my womb. I couldn’t say anything. I was suddenly overcome by a feeling of pure shock, pain and pleasure all at once.

I screamed, not in pain, but in ecstasy as the urge to feel him more groped me, my walls hugging his throbbing member even tighter.
Things blurred a little after that. All I could remember was feeling pleasure like nothing I’d ever felt before as Mac hammered me, his male desires kicking in, causing him to pump harder.

Suddenly I screamed like a banshee as I came, hard. Never had I orgasmed like this. My whole body flooded with heat and my walls clamped down on the throbbing member within me.

This pushed Mac over the edge too. He pushed forward, then stopped, grunting.

At that same moment I felt a surge of heat entering me as his cock flared, lodged in my womb and unable to get out due to my pussy holding him in place.

Spurt after spurt was pumped into me, filling my womb with its warm fluids. I was on such a high from the orgasm I almost didn’t notice the feeling, but I did.

However, my eyes widened as he kept pumping. Celestia, when was the last time he’d gotten off?

He kept pumping me fall of his seed, not stopping, having already filled my womb with his first shot alone and now the new spurts were pressing against my inner walls, causing my stomach to inflate as he pumped me over and over.

I was lost, my tongue hanging out, my face flushed red from pleasure. Every pump just extended my orgasm, to the point I wished it would stop.

After what felt like hours, but was only two minutes, Mac’s load puttered out, stopping its pumping. With that done, my orgasm finally ended and my head rolled to the side as I panted as if Dash and I had been racing for a whole day without rest.

He remained there, his cock still planted in me as he tried to recover.

As I came down from my orgasm and basked in the afterglow, I couldn’t help but look at me extended belly. I looked like I was eight months pregnant.

Mac slowly pulled out, before he collapsed, flopping on his ass, panting just as much as I was, his eyes half-lidded, small drizzles still coming from his slowly shrinking member.

With it no longer blocked, my pussy linked crazily as his extra cum poured out, pooling around my lower regions.

We spent several minutes, though it could have been hours, I couldn’t focus as my afterglow slowly faded, just staying there, both coming down from the high we’d given each other.

After what felt like hours, though the sun’s position still told me it was early-mid afternoon, I was able to get a hold of myself and sat up, rubbing my eyes and trying to focus, eventually seeing Mac laying on his back on the floor in front of me.

I was about to tell Mac we’d just done one thing I hadn’t planned on, when I heard the sound of deep snoring.

Mac had fallen asleep, while AJ stood there, shaking her head as she looked down at her brother laying on the barn floor, her arms folded,.

I face-palmed. Now I had to wait until he woke up. Great, as if I wasn’t feeling guilty enough about locking him down with an unexpected offspring.

Chapter 3
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Fall of Equestria: Uprise

Chapter 3

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Chapter 4
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Fall of Equestria: Uprise

Chapter 4

Author's Note

if you want avoid the clop, step the first lines of the chapter and then to "I glared. “You asked for it.”" after "However, any cockiness I’d had before was suddenly wiped away as I saw what was in front of me."

Chapter 4

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Fluttershy cried out as the grey hound behind her blew into her snatch. As soon as it was done, it pulled out and she collapsed on the grass, panting. That had been the nineteenth hound that needed relief and she’d been happy to give it.

After all, she was just a dumb, slutty, beast-loving mare cunt. It was all she was good for, to please all males that wanted to fuck her in any way they saw fit, even if they were animals.

The beastmaster grinned as he watched the Pegasus lying on the ground. He was having an Earth mare he’d order from Detrot blowing him while he watched; the beast-lover had turned him on hard.

The red-haired red collar gave a pained moan as he loaded into her. She tried to swallow, only to gag. He sighed, pulling out and let her cough up what she’d gotten down and heave.

He sighed again. He’d had this bitch for over a week and still, she hadn’t learned how to properly swallow his loads. It was rather depressing. True, he knew she wasn’t a mare who’d become a red whole-heartedly. She never truly enjoyed him and pleased him like the beast-lover, but she was still a red and did whatever he told her... or tried to, anyway.

He'd been placed in charge of the farm ever since Thungrox, the stupid mute idiot, had run off to try and catch one of his escaped warbeasts. Dang idiot followed after the mindless creature into the Everfree Forest. When search parties found him... there hadn't really been much left. The only reason they'd been able to identify him was the badge lying near his decapitated body.

When he'd first arrived, the Pegasus had been completely distraught. While it had annoyed him, it had also pleased him, seeing how she cared so much for her superiors. Still, given some time, she'd gotten over it and become his favorite bitch.

“Ahem.”

The beastmaster turned and saw four males... at least he thought they were males, standing nearby. They looked like caribou but... something just didn’t seem right. He couldn’t tell what, but he could feel something was off about them.

One of them stepped forward and glanced from the beast-lover to the red-haired one.

The beastmaster could swear his eyes widened at the sight of the coughing bitch, but it was like a flicker. He blinked and it was gone.

The caribou, he decided think of them that way, if only to stop making himself feel uneasy, turned and held out a hand.

“Hardrind, beastmaster I presume?” he asked in a raspy voice.

Hardrind took the offered hand and shook it. “Yes. That’s me. What I can I do for you, gentlemen?”

The caribou took his hand back and nodded to another, who stepped forward. “We are here on behalf of our ruler.”

“The King?” Hardrind’s eyes widened.

He shook his head. “No. While the King does rule all, we are here on behalf of another ruler, a far lesser in the chain, below Shining Armour.”

Hardrind nodded. That made sense. After the fall, while Dainn had taken rein over Equestria, some smaller areas had still required ruling, not could the Crystal Empire, where Shining Armour took his rightful place as Crystal King.

He bowed to the caribou. “What can I do to be of service?”

The first one stepped forward and a sack materialized in his grip. From the jingling, Hardrind could tell there was a lot of money within. “Our ruler wishes to buy two of your mares.”

Hardrind was about to protest, until the caribou took one of the coins from the sack and showed it to him. It was a one hundred golden bit. He only made that much in a month.

The caribou tossed the sack to him. Hardrind caught it, only to be yanked down by the weight of it. He looked inside and his eyes widened. The whole bag was full of one hundred worth golden bit coins. He’d never seen so much money in his life.

With this much money, he could finally affoard that trip to Canterlot and the Crystal Empire. He’d wanted to see some of the new attractions, like the Bitch Busters Theme Park, designed after the Flim Flam Brothers’ Bitch Breakers devices.

Greed taking over, he looked up at the buyer, grinning. “No problem. Shall I show you them so you may choose. I have about twenty not present right now, plenty to choose from.”

The caribou shook his head and pointed behind Hardrind.

Confused, he turned and saw whom he was pointing at. The red-haired bitch, still coughing and wheezing and the beast-lover, who was moaning as the twentieth grey hound plowed her.

Hardrind’s eyes widened and he whirled around to face them. “No way! You can have the red-head, she’s not worth keeping anyway, but you can’t have the beast-lover.”

The caribou frowned at him, causing him to falter slightly. “Our ruler was very specific.”Another of the caribou leaned over to him and whispered something, before he shot back, “Do you want to tell our ruler that we found the red-haired one and just left her? I’m not going to risk my life on that chance.”

He turned to face Hardrind again, holding out his hand. “Either both of them, or no sale at all, Mr. Hardrind.”

Hardrind was about to tell them fine and to fuck off, before he faltered. True, he highly enjoyed the Pegasus, none had ever matched her skills before when it came to arousing and pleasing him...

But so much money. If he didn’t accept this offer, this once in a life time chance, he’d have to wait until he was old and wrinkly before he get his chance to go to the great cities. His job wasn’t nearly paying him enough to do something fun like that.

He struggled for several moments, before he finally caved.

“Fine,” he said, looking at the sack of money, instead of the buyers. “Take them both.”

“Very good, Mr. Hardrind,” the caribou said, nodding to another, who stepped forward and produced a form on a clipboard. “Sign this and the transaction will be complete and you will be a very rich caribou.”

Grumbling, Hardrind put the sack down, took the clipboard and signed the form, not even bothering to read it.

Once he’d signed and handed it back, he turned around. “Oi! Both you bitches!”

The red-haired mare struggled to stand up and looked his way, while the Pegasus gave a cry as the hound came in her and she collapsed, looking to him as she panted.

“Go with these guys,” he said, heaving up the sack and putting it over his back and heading towards his house. “You’ve been sold.”

At once, the beast-lovers eyes widened, filled with horror and sadness. “M-M-Master?” she whimpered. “You... you don’t want me anymore.”

He hesitated, then scowled. “No, I don’t. You bitches aren’t my problem anymore. I don’t care what happens to you.”

The pegasus’ eyes watered and she burst into tears, curling into a ball. The grey hound that had just had its way with her growled at the beastmaster, only for him to growl back, causing it to scurry off, whimpering.

The red-haired mare looked both relieved and horrified, but couldn’t do anything to protest as two caribou came over and lifted her by the arms, supporting her weight between them.

The other three went to the Pegasus and lifted her. She continued to sob and beg for the beastmaster to take her back, that she was sorry for whatever she’d done and would be a good mare cunt from now on, only for her cries to fall on deaf ears as she saw through tear-filled eyes as he disappeared over the hill, leaving her behind.

_____________________________________________________________________

“Oh,” I moaned, walking out of the bathroom, holding my stomach. “That wasn’t fun.”

After we’d gotten to the farm yesterday, Mac had gotten depressed about something and gone inside, leaving us all to handle everything else.

Now it was late morning the next day and I’d confirmed that I was right. I’d gone to sleep in the same room as Applejack, wanting to give her some company as we tried to get a good night's sleep.

Sadly, I’d had anything but, at least that’s how it felt when I awoke anyway.

As soon as I became conscious my stomach churned with a feeling I knew from the times I’d overeaten sweets at Pinkie Pie’s parties back when I was a filly.

I’d leaped up, accidentally waking the girls in the process and bound for the bathroom.

I knew, even though the food we’d been given wasn’t the best tasting, it wouldn’t have caused me to upchuck. The caribou needed mares alive and healthy for them to be slaves, thus the food was nutritious enough to keep us healthy, even if it tasted terrible.

So, combine it and the timing of when Mac had had sex with me while in my estrus cycle, it was confirmed. I was pregnant with Mac’s child.

As I walked into the living room, I saw Mac walking in from the outside, Applejack right behind him. He plopped down on the couch, giving a loud and grunting sigh as he leaned back and put his hands over his face.

“I’m guessing some bad news?” I asked, walking over and sitting on the couch opposite, while AJ sat next to her brother. Now probably wasn't the best time to tell him he was going to be a father to the foal of a mare he'd only met the other day.

“Eeyep,” he said solemnly. “We’re not gonna make the bills any time soon.”

I frowned. “Why? I pretty much make up another free worker, right? I mean, I may be a queen, but that doesn’t mean I can’t get down and dirty if need... be...” I smacked my head. “Okay, that last bit would have sound so not sexual back in my world.”

AJ shook her head. “Tain’t yer fault. This world makes it hard not ta think that way with how thing ’re done now.”

I looked to Mac, getting back to the issue. “So, how many more workers would the farm need to stay afloat, at least until we can free everyone from this?”

Mac sighed and sat forward, his eyes closed. “At least seven more. It just tain’t enough, what we already got. If we’re t’ make it to the next harvest we’ll need at least seven more workers.” He sighed. "At least Rose is behaving."

It was true. After Mac had punished her for betraying and nearly getting them all pretty much screwed over, she'd become far more obedient. She practically feared Mac now. However, after some time, while he hadn't been able to forgive her, I'd given him a way of ensuring, even if her lust for sex overcame her fear of what he might do to her if she stepped out of line, that she would willingly behave.

Since Changeling are multi-sexual, if Roseluck was good enough, she would be reward with getting a good fucking from some of my drones. Strangely though, she wasn't as eager about the idea as any of us would have expected. If anything, she seemed almost indifferent. As if she didn't want sex that much anymore.

The butterfly has been acquired, my Queen.

I blinked, then smirked. “Make that just six more, Mac.”

Both siblings looked at me in confusion, right before there was a knock at the door.

Mac frowned, got up and went to answer it. AJ quickly got down on all fours, clearly thinking she needed to make it look like Mac was still forcing her.

The door opened and Mac saw several large caribou standing there and froze. I just leaned back in my seat, watching the show. Had to admit, if not for the hive mind, I would’ve believed them too.

“Big Macintosh Apple,” one of the caribou said in a raspy voice, holding out a clipboard with a form on it. “Sign this.”

Mac tensed and I felt his worry through the hive mind. “Why? What is it?”

“Two new mares have been purchased for you,” the caribou replied with no emotion. “Sign here and they are under your care, one in your possession, the other simply under your care.”

I frowned. Two mares? I sent this group to go get Fluttershy. Who was this other mare they’d gotten? What, were they thinking they could get a little action too? Did they think I wouldn’t object to that? Oh, those guys were in so much trouble when Mac closed the door. I’d go outside and deal with them myself.

Mac nodded, took the form and signed it, then handed it back.

The caribou nodded and stepped aside.

At once, Mac was bowled over by something and a voice wailed, “Big brother!”

My ears shot up at once, my eyes going just as wide as AJ’s. We both got up and hurried over to find an Earth mare with a yellow coat, red hair and tail, orange eyes and a red and white shield Cutie Mark with an apple at it's centre.

Both of us knew exactly who this mare was in an instant and AJ fell into the group hug with her brother, crying, “Apple Bloom!”

All three siblings held each other, crying like there was no tomorrow.

I was crying too. Apple Bloom had been like an older sister to me and seeing her again, knowing she’d been saved (though I wasn’t sure how, since I’d had no clue where she was in the first place and only meant for the Changelings I’d sent to the beastmaster’s home to get Fluttershy), caused me to break down in tears as well.

I wiped my eyes as best I could and looked to my Changelings, still disguised as caribou-like creatures.

How? I thought to them, a warm, thankful smile on my face, unable to think of any other way to ask.

The one in the front smiled, glad to see I wasn’t angry with them, but thankful. When we arrived to retrieve Miss Fluttershy, we saw her and recognized her from the memories of her siblings. It cost more than you had set for us to spend, but we were sure you would be more angry if we left her behind than with the fact we spent more.

I nodded, thanking them again. They nodded back and vanished.

I must have taken longer to speak with my Changelings than I’d thought because Apple Bloom’s voice, now stern and cold, suddenly cut into my ears.

“Who’s that?”

I turned to see she was looking at me from over AJ’s shoulder, her stare cold. It caused me to wilt slightly. To have the pony who was like your big sister stare so coldly at you, it hurt to see none of the care in those eyes, only disgust.

Applejack glanced over her shoulder and saw that AB was glaring at me. She sighed, stood up and helped Apple Bloom stand. “Apple Bloom, this is Autum Breeze. She came here ta help us.”

“With the farm, Ah’ll bet,” the younger mare folded her arms, scowling at me. “Bet she likes tryin’ ta please Big Mac too, huh, whore?”

I winced. That hurt. Coming from AJ it had stung a little, but from Apple Bloom? That really hurt.

Applejack shook her head and placed a hand on her sister’s shoulder. “No. She's the same kinda red collar as you an' me, Bloom.” I had to assume they'd explained Aj's being a red whilst they hugged.

Apple Bloom looked to her sister, confused, before her eyes widened and she turned to me again. She took several steps forward and cupped her hands over mine.

“Ah’m so sorry. Ah didn’t think ya’ll were an unwillin’ red, like me. Ah’ve spent so much time with willin’ ones Ah fergot that not all reds ’re like that.”

I smiled weakly, taking one of my hands back and wiping a tear away. “It... it’s okay, Apple Bloom. I understand.”

Before anypony could say another word however, a voice spoke from outside.

“So, you’re my master now, Big Mac? Well, I don’t see that being too bad, I guess. You’re pretty big and I know you’ve got a lot of animals that could use some relief on the farm.”

My eyes widened. The voice was the same, but the way she’d spoken. There wasn’t any of the timidness of the mare who’d cared so much for me whenever Mother had to go away on business.

I moved away from Apple Bloom and stared as the yellow coated Pegasus with a pink mane and tail and butterfly Cutie Marks stepped inside, her eyes on Big Mac and nopony else.

“Do you want me to please you now, or would you like me to start with the animals first? Or maybe some of the purple collars?” she closed her eyes, smiling. “Do whatever you want to me, Master. I’m just a dumb mare cunt, after all.”

I slowly stepped toward her, my hands open as I slowly reached up. Before anypony could stop me, I’d wrapped my arms around Fluttershy’s torso and started sobbing into her mane.

“Oh, Fluttershy! What have they done to you? I knew it was bad, but... but...”

Fluttershy leaned her head back, giving me a confused expression. “What have they done to me? Who?”

I took a few shuddering breaths, then pulled away, clenched my fists at my sides and turned to the Apple siblings, just as the others came into the room and all stared in shock at the two new arrivals.

“I’m going to do what must be done. None must enter the bedroom whilst I do this, understand?”

Mac and AJ nodded, though Apple Bloom and the other mares looked at me with confusion.

Mac, however, took the initiative and turned to the mares. “Girls, all of you get started with your work. Daisy, you’ll be handlin' the tentacle plants in zone three. We got an order from the Crystal Empire for twen’y of ’em.”

Daisy’s eyed widened with fear. “Bu-but when Roseluck—”

“She didn’t wear her couchie plugs,” AJ cut her off, causing Apple Bloom to blush. “’Slong as ya’ll wear them, the plants’ll leave ya alone. Okay?”

Daisy nodded, though she still looked worried.

Mac, now able to continue, turned to his sister. “AJ, you’ll help Apple Bloom catch up on what’s been happenin’ here since she left and why Autum’s here, got it?”

Applejack nodded and led her sister over to the couch, where she started explain from the day she'd been taken away and how she and Mac had had to cope with that.

I nodded to Mac, took Fluttershy by the hand and pulled her towards the bedroom. Once inside, I closed the door and locked it.

Fluttershy looked around the room, before she looked at me, confused. “Did Master tell you to make out with me?”

My face turned bright red at that and I felt it heat up. How in tartarus had she come up with that idea? She was like my second mother! That’s just... No way! Not even going to express that.

I took a deep breath, walked over to the cushions and sat down, indicating for Fluttershy to do the same to the one in front of me.

She moved forward, again without any of the timidness I knew she should have, which broke my heart, but I didn’t falter.

Soon as she was sat down in front of me on her knees, I lifted my hands to her cheeks and held them, trying not to think about how this looked to her after she’d asked that question and closed my eyes.

“Fluttershy, I need you to relax. Let your mind be at ease and thinking of nothing,” I said in a soothing, calming voice, an echo entering my voice, much like that of my Changelings.

Fluttershy did as she was told without question, relaxing her body, closing her eyes.

Once I was certain she was fully at ease, I used my magic and delved in.

_____________________________________________________________________

It wasn’t what I’d expected. When I entered Fluttershy’s mind, I’d been expecting to see a lush forest or a meadow.

What I got instead was a world of shifting blackness and two warbeasts standing in front of me, glaring down at me with harsh stares.

I myself looked like I had when I first arrived in this world. naked, but with my wings looking feathered again and normal, plus with no collar around my neck.

I returned their gaze, folding my arms. So this was the defense the spell was putting up against my intrusion, huh?

I smirked. Not even worth the effort, but what the hay?

I clicked my fingers, the night-sky aura of Nightmare Moon’s magic flickering into life for a moment, before both beasts burst in a puff of blue smoke.

However, any cockiness I’d had before was suddenly wiped away as I saw what was in front of me.

Right behind the where the warbeast had been standing I could see Fluttery. She was on all four being raped from both pussy and mouth by... herself?

Two Fluttershy’s were standing with Fluttershy. One was behind her, plowing what shocked me to realize was a cock with Fluttershy’s coat colour, while the other one pounded into her mouth.

Not only that, but the two abusing Fluttershys were speaking to her.

“Yes! That’s it, amazing male!” she cried out, a manic grin on her face. “Fuck me hard! Fuck this worthless, slutty, dumb cunt mare for all you can. Fill her til she bursts!”

The other was saying similar things, though with a little more to it. “That’s it! Fuck my face! Pour your amazing, delicious seed in my stomach! It’s the best food ever, even if I’m a stupid mare and not deserving of it!”

This alone was a confusing and disturbing enough sight. But what shocked me the most was the Fluttershy I knew was the real one’s expression. It was of pure fear and unhappiness, tears streaming down her face.

So this is how the spell works, I thought coldly. It creates other versions of whichever mare it enters and they fucked the subconscious one and while they do that, the mare reacts as if she wants it, even when her subconscious is screaming for freedom.

“Hey!” I shouted.

All three turned to me, the two abusers looking confused, while the real one looked at me with hopeful, pleading eyes.

“Go away,” the one at Fluttershy’s mouth said, giving me a bored look. “We want to be fucked, not spoken to.”

“Go back to your slut and make her happy to be a dumb mare cunt,” the other nodded.

I shook my head, holding up a hand. “Move away from her, or I’ll blast you out of existence.”

They both glanced at each other, let out an amused laugh, then returned to pounding Fluttershy, who whimpered as they did so.

I glared. “You asked for it.”

My hand glowed with Nightmare Moon’s aura. The magic grew more and more powerful, to a point I was certain would destroy the spell.

Fluttershy’s eyes widened as she looked into mine, which had changed to look like my grandmother’s. It happens whenever I access my Changeling powers beyond just the hive mind link.

The blue aura around my hands blasted forth, heading toward the three yellow pegasi.

Both the abusers suddenly turned, confusion on their faces, melting into horror a split-second before the blast consumed them all.

_____________________________________________________________________

I reeled back a little as I returned to the physical world. I pulled my hands away, shaking my head.

When I opened my eyes, I saw Fluttershy staring at me with tears in her own. Before I could do anything, she leaped forward; causing me to topple backward and she hugged me tightly.

“Thank you!” she sobbed, her body shaking like a leaf. “Thank you! That was horrible! I wanted to get out, but I couldn’t. Thank you!”

Tears were streaming from her eyes and they quickly soaked my coat.

I gave an order to the Changelings in the room not to do anything and just held the yellow mare as she cried two years of pain into my chest.

A few hours later, I walked out of the room, holding Fluttershy’s hand, guiding her. She was looking around anxiously, as if expecting the two hers from the spell to jump out from behind the couch and take her again.

When the door suddenly opened she shrieked and hid behind me.

Her shriek caused Big Mac to jump, dropping the bushels of apples he’d been carrying and they tumbled down on top of him.

I shook my head, chuckling and turned to smile at Fluttershy. “It’s okay. It’s just Big Mac.”

Very slowly, Fluttershy peeped out from behind me and saw I was telling the truth. She relaxed a little and smiled. “Um, hello, Big Macintosh. How are you doing?” she then hid behind her mane. “Um, if you don’t mind my asking, that is?”

Yep. The old Fluttershy was back.

A short while later, when the girls (after AJ had explained everything to Apple Bloom she'd insisted on helping) came in for a drink after working in the fields, they all were happy to see Fluttershy back to her old self, Applejack the most, who hugged her old friend as if she were a teddybear she'd lost as a child.

I spent the next couple hours explaining to them all about just what had happened when I'd entered Fluttershy's mind. Sufficed to say, it both soothed and horrified all present.

It soothed them because it meant everypony that all those with a red or purple collar, those who hadn't given in or been broken, were still inside themselves somewhere, but horrified when Fluttershy explained what it was like to be trapped within her own mind, being abused by different versions of herself. Now free, she could remember everything, both what she'd been through while trapped in her mind and also what the her that the spell had created had been through.

It took a while for us to get her to uncurl herself from the ball she'd made against me. I guess because I was the one who'd freed her mind, she felt safe around me, which was comforting, both for her and for me.

I knew freeing her had been the easiest. I had no doubt the spells controlling Rarity, Pinkie and Twilight would be a lot more challenging.

Extra Author's Note

did you guess fluttershy? If not, sorry. but can you guess who will be saved next?

and yes, i know, more clop and yes, before you ask, a similar thing will be in the minds of the other three mares yet to be saved from their inner selves.

Chapter 5
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Fall of Equestria: Uprise

Chapter 5

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Chapter 6
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Fall of Equestria: Uprise

Chapter 6

Author's Note

to avoid reading the clop in this chapter stop reading after "To say it saddened me wouldn't be lying." and pick up again at "I decided not to speak," for Rarity and stop first stop reading at "TWELVE HOURS AGO" and pick up after "Y-you're sure you want to buy her?" for Pinkie, then stop again at "My face went red. Before entering Pinkie's mind I'd have to... I sighed. Well, I knew dealing with Pinkie was going to be difficult. This was certainly going to be an interesting experience. " and pick up again at "I was panting. Using the spell the way I had had been more taxing than I'd expected and I'd have to really focus."

Chapter 6

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"Okay, that's just disturbing." Apple Bloom and Rainbow Dash nodded, agreeing with me as we watched a blue Earth Pony mare kneeling in front of Mac, rubbing her breasts, begging him to punish her, a red collar around her neck.

When I'd gotten back from the market, I asked if anypony knew what a switch was and what I learned was not comforting and told me exactly why this world's Discord had so quickly agreed to only doing the one thing I'd asked him to and and go into hiding right after.

A switch was the greatest sentence for a crime any male could get. It involved them being placed in chains to keep them in place and a mixture of spells being used on them. When it was over, the stallion would have been turned into a horny mare, eager to be sexually pleased and pleasing.

That was what I was looking at. The Cutie Mark confirmed it. This was Noteworthy. Apparently he'd been causing problems for the town already, before his argument with Big Mac about AJ tricking Noteworthy into nearly getting attacked by an escaped warbeast. His going against a direct order by forcing himself on me when Mac had forbidden it and signed the paperwork to make it official, had been the last straw. Now he was a mare, just like us. Only difference was, while not a purple, Noteworthy, now Sing-Song as she'd been renamed by the courts, wanted sex so badly she was willing to do it with anyone, even other mares.

She'd been delivered this morning and while I knew it was wrong, since, if not for the spell, Noteworthy wouldn't have been like that in the first place, it gave me some cruel sense of pleasure to see him... or rather her like this.

Dash moved to take Sing-Song inside to orientate her, but Mac held up a hand. He walked up to the blue earth mare and put his hand under her chin. "You tried ta take mah sister away from me," he growled and I at once realized it was wise not to get in his way. While Mac hadn't been affected like the other stallions, becoming a jerk believing in the some morals about mares as the caribou, his anger had been put to a much shorter fuse. "Normally, Ah wouldn't purposely make a mare sexually suffer," his eyes narrowed, "but after what you did, Ah think puttin' ya'll through that's gettin' off easy."

He then ordered Dash to go set her up in the same kind of apple collecting device as several of the other girls were forced to wear, entrapping their heads and hands within it like a normal set of stocks would, but at either side of it was a metal ring. Two chains went through either of the rings, each holding a bucket that hung next to the mares' shoulders. The chains then joined at the front, both going through another ring located there, as they ran down the mares' bodies.

Traveling through the valley between their breasts it continued down until it went between their legs and up their backs, ending at a final ring just beneath their shoulder blades, so the chains would grow tighter and tighter, constricting their body and rubbing harshly against their slits and ass cracks, as the buckets filled with apples. Once they were full they were free to empty the bucket in a bin and relieve the pressure, but the constant constrictions against their sensitive areas throughout the day would cause them to get rubbed raw. Though, from the ya Sing-Song was acting, she'd probably like that.

As I turned to go help AJ with plowing the fields, I stopped.

The unicorn has been recovered, my Queen.

I smiled and cupped my hands to my mouth, calling, "Another arrival!"

It was the code Mac had agreed we would use whenever one of the Bearers arrived after my Changelings had recovered and brought them over.

Mac out down the crates of apples he'd been carrying and hurried over to join me as a group of caribou-looking creatures (why my Changelings wouldn't just suck it up and look like normal caribou I still don't understand) walked through the farm gates, a unicorn mare on a leash walking slowly behind them.

Mac signed the official form, which one of my Changelings would take to Spike to be placed with all the other normal registrations, not knowing they were anything but normal, then handed the leash to him, bid him farewell and headed off.

Mac gave me the leash, nodded and headed back to work.

I stared the unicorn, my eyes wide and my gut tightening. This was definitely Rarity, that much was certain, but she didn't look anything like herself anymore. Her mane and tail were disheveled, her fur didn't look like it had been properly taken care of in ages, she was slouching and her eyes were blank and empty, as if she'd lost all motivation to even acknowledge that she was even alive. On top of that, she was on a farm, a farm and didn't seem the least bit bothered at all by all the dirt around her.

It broke my heart to know this had happened to her. However, was going to fix this.

I led Rarity by leash inside and took her to the bedroom. Since so many of us were here now, Mac had gotten AJ and Dash to clear out Apple Bloom's old room, put cushions on the floor and thus a second room for yer extra ponies, including those still yet to come.

I sat down on the cushions and indicated for her to do the same. She did so without complaint or a word. It really hurt to see her like this. I shook myself and placed my hands on her cheeks, closed my eyes and readied the spell.

"Rarity, Master said to relax, think of nothing." I didn't like lying, but in her current state, it was the only way to get her to listen.

At once, I felt her body slacken and sensed her mind going blank. I activated the spell.

___________________________________________________________

It was different from when I'd entered Fluttershy's mind, instead of finding guards of some kind, there was a large alabaster curtain in front of me. I touched it and it split apart, revealing what was behind.

To say it shocked me wouldn't be lying.

It wasn't the same with Fluttershy. Rarity was hiding behind a chest of draws, remaining out of sight oftwo other Raritys, both with large cocks that were clearly meant to be pounded into Rarity. Like Fluttershy, though, Rarity had tears flowing and her eyes were filled with a great sadness.

The words of the Raritys with cocks reached my ears.

"I'm worthless. Fuck me all you want!" the first said, looking behind a coach. "I'm so much better than all the other cunt mares, you should fuck me til I die!"

"Do what you want to me! " the other said, a mock pout on her face. "I'm nothing. Not beautiful, not graceful; the only thing I'm good for is sucking and taking cock!"

I suddenly realized this was a recreation of Rarity's boutique. it was probably the only safe haven she had. I'd seen something similar when I'd freed Rainbow Dash and Applejack. Inside themselves, they'd been running from the spell versions of themselves, not giving in to it, fighting on.

I couldn't help but feel relieved that Applejack's hunch about Rarity was right, and that she too hadn't given in after all and was still fighting to keep her free mind.

I decided not to speak, thus draw attention to myself this time. Beating Fluttershy's spell selves had been easy, but Rarity was a unicorn, and while it does sound like I'm shooting myself in the foot for it, unicorn's have a strong inner will than pegasi, normal pegasi, anyway and there was no telling what defences these two might initiate in order to stop me.

Instead, I powered up my spell, my eyes changing to Changeling eyes instead of my normal ones. Nightmare Moon's magic flowed around my hands, growing stronger and stronger.

As soon as I felt the charge should strong enough, twice as much as I'd used against Fluttershy's spell selves, I fired, the blast surging towards the two unsuspectingly Spell Raritys.

___________________________________________________________

I gasped, falling back and using my hands to keep myself from falling onto my back. That had taken more energy than before. While Rarity's spell selves hadn't reacted to me, it had taken a minute before the spell destroyed them and cut my link to Rarity's mind.

When I'd recovered my strength, I looked to Rarity, my face going slightly red as I realized what it looked like I was doing when leaned back like that.

She just stared at me, a strange look passing over her face, before she shrieked in an over the top way, like she always did, back in my world.

"Did I—? And did yoi—? Tell me I didn't—!" and she fainted, flopping down on the cushions as she gave out a dramatic shuddering sigh.

Yep. That was Rarity.

I sighed, getting up and and stretching my back. Unlike the others, while I wasn't going to start begging for sex or anything like that, I didn't mind being nude. It was how I'd always been, back in the world I'd grown up in, so it wasn't really that different for me.

I have also started referring to my original world as the world I grew up in instead, since this was my world now, for I could not return.

"Autum!" Fluttershy's voice called in alarm. "Another arrival!"

Oh, right. It had been a few weeks since Rainbow been purchased from Soarin and I'd almost forgotten that I'd gotten word from the group I'd sent after Pinkie that they gotten her.

I sighed, stretching. If Rarity had taken that much energy out of me, I'd probably be asleep for hours after being done with Pinkie. Red collars were one thing, but a purple collar, plus it being Pinkie? I'd be lying if I said I wasn't scared what I might find in that pink head of hers.

___________________________________________________________

TWELVE HOURS AGO

Pinkie moaned around the cock in her mouth as the five stallions around her blew all at once, filling her in all three holes and covering her with the cum from those not in holes. She was exhausted, but as long as they were happy, that was what mattered.

"Y-you're sure you want to buy her?" a male voice stuttered.

Pinkie's smiled at the sound of this. She was being bought? Well, she'd be sure to make her new master happy.

"Yes," a raspy voice voice said, and Pinkie felt herself being lifted. "Don't worry. She'll still continue her work here. That won't change."

___________________________________________________________

I gasped as Apple Bloom carried in a limp looking Pinkie, who looked at me in confusion.

However, the confusion suddenly turned into an expression that sent a chill down my spine. Eagerness.

"Where're the cocks?" she gave a wide smile, looking around frantically. "There're here! I can smell them!" She then gave a loud, long sniff to emphasize her point. "Wait." Her hair suddenly flatted and her fur darkened in colour as she looked at me. "Do I know you? You seem familiar." Before her colour returned, along with her puffing mane. "Will AJ be playing with me?"

Apple Bloom gave her a weird look as she lowered the pink pony onto the cushions, then moving Rarity aside. "We're all mares here, Pinkie. There ain't no cocks in this room."

I gulped. "Oh no."

Apple Bloom looked to me in confusion. "Oh no? What's oh no?"

Suddenly Pinkie leaped at me, her eyes hungry.

At once, twelve of the Changelings in the room visualized and grabbed Pinkie, holding her both with their arms and their magic.

Pinkie started darting her head around, her grin becoming like that of a madmare. "Cocks! So many cocks! Give me cocks! Do it now!"

Apple Bloom looked to me with an expression that clearly said, "What?"

I rubbed my arm, blushing. This wasn't exactly something I like talking about. Still don't know how Grandmother was so okay talking about it when i first found out. "Changelings are multi-sexual. We have both male and female anatomies."

She looked like she tried to imagine that, before she blanched. "Okay. Did not need to have that image in mah head."

I nodded, motioned for her to close the door and she did, taking Rarity with her.

I sighed and looked to Pinkie, who was still looking around at all of us, her grin somehow moving beyond the lines of her face. Now, normally, I wouldn't find that any weirder than Pinkie normally, but right now, she was really creeping me out.

"My Queen," one of the Changelings holding her said, sounding anxious. "She will not to be calmed like the others. The only way this purple will calm is if..." He gulped, his face blanching, something normally regular Changelings aren't able to do, "if she has a cock somewhere in her... and we cannot move without losing our grip on her."

My face went red. Before entering Pinkie's mind I'd have to... I sighed. Well, I knew dealing with Pinkie was going to be difficult. This was certainly going to be an interesting experience.

I focused on the other half of myself. My clitoris twitched, causing me to shudder at the feeling it gave off as it did. This was one thing I was really looking forward to doing one we'd stopped the caribou and I used them to start my new hive.

Pinkie's eyes widened as she watched my clit start to grow, getting bigger and bigger, stretching out until it looked like an erected cock. It then grew a few more inches, until it was half as long as one of my arms and just as thick.

I moved forward, focusing on the spell. I would have to enter Pinkie's mind differently. I'd be releasing the spell into her, thus bypassing her need to relax.

I gently pressed my member against her folds, hearing her whine in protest of waiting. Though, I almost whined myself. Grandmother had told me my clit-dick would be just as sensitive as my normal clit, but i hadn't expect it to be this intense, and i hadn't even entered Pinkie yet.

I shook the thoughts from my mind, remembering the task and hand and, focusing on the spell, I shoved my shaft into her, shuddering along with her as I felt her insides hug me close, the extra sensitiveness of my clit-shaft causing an electric shock to course through me. However, I fought the urge to just enjoy myself and released the spell. To her it would have just felt like a came the moment I was in.

___________________________________________________________

I was standing in a world of black, back to my normal anthro-self, my clit just my clit again, while outside, i knew it was still a shaft.

I glanced behind me and saw fifty Changelings standing there. They had come with me, knowing the Pinkie from the world I grew up in and not trusting I could do this alone.

Frankly, I wasn't willing to test whether or not they were wrong.

And seconds later, that was proven right.

From the blackness a pink mass started coming towards us. At first I didn't realize what it was, become my heart clenched in fear. It... it was an army of Pinkies!

As they charged towards us I heard what they were shouting. "Cum! Cum! Cum! Cum!"

Just as quickly as they'd appeared, however, they suddenly vanished.

Before I could try to understand this however, something dropped onto me and I felt something that felt a lot like a cock shove it's way into my ass.

I whirled my head around to see the Pinkies had reappeared above me and were all falling down on top of me.

I was suddenly caught within what had to be the freakiest gang bang ever, as multiple Pinkies surrounded me and shoved themselves into my pussy, mouth and ass and began pounding into me at break-neck speeds. And not just one per hole, either. There were somehow ten cocks in both my ass, pussy and mouth as I was raped from all sides.

Pinkie power mixed with the fucked up why her mind had become was a very bad thing.

There was a blast of green magic and I dropped to the ground. I looked behind me to see my Changelings blasting at the Pinkies, though all this did was turn their attention away from me and onto them.

"Go, my Queen!" one shouted as he blasted a Pinkie that came at him, only to have one come at him from behind. "We will hold them off! Go find Miss Pie and free her!"

Before I could respond, I saw something that shocked me. Pinkie Pie was among my Changelings, fighting alongside them. Her colours were duller and her mane flat. This was the other side of her, her second personality.

"GO!" she screamed, glaring at me after punching another of the Spell Pinkies away, causing a sickening crunch sound as fist collided with jaw. "Free the me this spell's holding already! I want us together again and this fucking nightmare ended!"

I nodded, getting up, though a bit wobbly, and hurried off in the direction the Pinkie army had original come from. Within moments I find what I was looking for. A pink pony, her mane and tail somehow not deflated, tears streaming down her face, her eyes wide filled with both sorrow and utter rage, being raped from her mouth and pussy by two other pink...

No. She was being raped by at least six versions of herself and all had poofy pink manes and tails, two hers for each of her holes.

However, unlike with Fluttershy, Pinkie's spell selves, while also fucking her in a place neither the unicorn and Pegasus's spell selves had been abusing them, were only saying one word, over and over again. The same word all the Pinkies that had attacked me and my Changelings were saying. Cum.

Not only that, Pinkie was struggling against them. It seemed she was fighting back really hard. Maybe that was why her personalities had shifted before?

I was panting. Using the spell the way I had had been more taxing than I'd expected and I'd have to really focus.

I closed my eyes and channeled every ounce of Nightmare Moon's magic that I could, my hands glowing with it. When the charge was so potent that I could feel it stinging a little, I thrust my hands forward and fired.

The Pinkies all turned at the sound of the blast, their mouths going wide with shock and just as it consumed them, they screamed one finally, blood curdling, "CUM!"

___________________________________________________________

When I came to, I was lying on my back, being held by somepony. I looked done and saw it was Pinkie. Tears were streaming down her face, wetting my fur.

"Thank you," she whispered, looking up me with those big blue eyes I knew. "Thank you so much."

I nodded, before I closed my eyes and let sleep take me. I was so wiped, sleeping felt like a really good idea.

___________________________________________________________

King Dainn sat on his throne, frowning. He’d just sent his pets away for sleep, but he was too irritated to enjoy thinking about how he had put them in their place and how little they’d been able to do to stop him.

Luna was still proving troublesome. Her sister had learned her place and was an obedient sex bitch, just as she should be and would so give birth to either his heir, or a rarity for pleasing males.

But something had changed about Luna. She seemed more confidient whenever she resisted him. If was as if she still believed someone was going to overthrow him and return the kingdom to the pathetic thing it was before. This was how it was meant to be and the sooner she accepted that, the better... not that he didn’t mind tormenting her as he tried to tam or break her.

He didn’t really care which happened. If she was tamed, she would be as obedient as her sister and he might even consider giving her the honour of carrying his offspring too.

If she broke... well, she’d be a crazed sex slave, which was still appealing.

“Worried, dear King?”

Dainn stiffened and looked around, his eyes narrowed. “Who’s there?” he demanded, standing up. “Show yourself!”

“Oh, Dainny,” the voice said in mock-disappointment. “Have you really already forgotten me so soon? It’s only been, what, a little over two years since you put me in that stone?!”

Dainn growled, clenching his fists. “Discord. How did you escape?!”

The curtains moved, turning into a mouth with a long tooth, two yellow eyes appearing above them. “Oh, the details of my escape shouldn’t really bother you, dear King. After all...”

The curtains returned to normal and Dainn saw Discord appear in the stained glass window depicting himself conquering Equerstria, Celestia and Luna on all fours in front of him, both with their tongues lolling out their mouths.

Discord moved to the pictures of Celestia and Luna and changed them into each into a blue and white dog respectively.

“... it’s not like my powers are strong enough to stop you. Most I can do is annoy you so much you put me through that little Switch of yours.” He transformed into a female version of himself and winked, waving her ass, before she disappeared from the glass and reappeared as his real male self again, floating in the air above the double doors. “Of course, I’d rather avoid that, so I’m not going to cause you any trouble, my King.” He clicked his fingers and the glass images returned to normal.

Dainn smirked and slowly sat back down. “Indeed. That is wise, Chaos Bringer.”

Discord disappeared and reappeared by one of the non-picture-depicting-windows. “Ooh, Chaos Bringer. I like the sound of that; I might use it in the future. You wouldn’t mind, would you?”

Dainn shrugged, growing bored. “Be my guest. I suppose if your powers are so weak now I’ve nothing to worry about, so I do not see why not. Besides,” he smirked, "I'm not going to deny you that lovely Pegasus you've had you eye on."

Had Discord been facing Dainn, the caribou would've seen the scowl that passed over his face, before he put on his mocking nonchalant smile as he turned around. “Are you sure you have nothing to worry about? Nothing at all?”

Dainn creased his brow slightly. “What do you mean?”

Discord smirked, disappeared and reappeared hovering above the throne. “Well, I couldn’t help but noticed you’ve ordered that the Element Bearers be here in Canterlot five weeks from now on King Dainn Appreciation Day. Lovely bit of an ego-inspired celebration, by the way. I'm sure it will be even grander than the Gala.”

Dainn snorted. “So? They are six of the great prizes won in my conquest of Equestria, five of whom now know their place in this world. Are you saying I am wrong to want to use them to crush the will of those few still believing I will not remain in charge by the fourth anniversary of my conquest?” His tone was warning.

Discord scoffed, putting a paw to his mouth. “Who, moi? Oh, my King, you insult me! I would never say such a thing.”

Dainn nodded. “Good.”

Discord curled like a snake around the throne. “I’m just surprised you’re willingly bringing them all together again so soon and so close to the Crystal Heart.”

Dainn glanced at him. What was he playing at?

“Explain yourself, Discord,” he said, his voice now full of authority. “The heart has been locked in a vault in my chamber that only I can open ever since the fall, save the occasions I take it out and the shards sent to the Crystal Empire.”

Originally, the vault had held the Elements, but when they'd been taken to be given to the Tree of Harmony to stop those black vines, he'd had the heart moved from the Empire to his vault, though leaving the shards. It wasn't that he didn't trust King Shining Armour with the heart, far from it, he just felt that he should have at least something as a trophy and if he couldn't have the Elements, he'd take the next best thing.

Discord floated away like a leaf til he was several feet’s distance from the caribou king. “I’m just surprised,” he turned away so Dainn didn’t notice his smirk, “that you’re certain being near the heart, whether in a vault or not, that it won’t make them remember how they all used to think and decide that is better.”

Dainn smirked. “The way they thought before was foolish. The way they are now is the way they are meant to be. Nothing will change that.”

Discord chuckled.

Dainn’s smirk turned into a scowl. “What’s so funny?”

The dragonequus shook his head. “Oh, nothing. I’m just surprised you’re taking such a chance. I know if it was me in charge, I wouldn’t leave the heart in Canterlot and then bring the Bearers, no matter what state their minds are in, as well. After all, Twilight Sparkle is Cadance's counsin and sister-in-law.”

Dainn’s scowl turned to a thoughtful frown. “What are you suggesting, Discord?”

The mismatched creature grinned, popping away and reappearing behind the throne, a hand on the King’s shoulder. “Well, if you must know, I would put the heart somewhere no one would think to look, nor, even if they did think of it, would be too afraid to go there. You can always then retrieve it for those special occasions, after which they'd be returned to their hiding place.”

Dainn raised an eyebrow. “Like where?”

Discord smirked. “Why, the castle of the Two Pony Sisters, of course.” He clicked his fingers and a dark cloak appeared around his body. On anyone else it would have looked menacing, but the way he did it just made it bad comedy. “It is so terrifying, none of this kingdom have set foot or hoof there since the Elements defeated Nightmare Moon. And, with you ruling now...”

“None would have the nerve to even try,” Dainn smirked, nodding. “An intriguing idea, Discord. Are you sure none have been there?”

Discord bowed. “I can promise you, aside from myself upon my freedom, none from your kingdom have set foot or hoof in that castle, my King.”

Dainn nodded, stroking his goatee. “Very well. I shall take it there myself, so none but I and my pets know of their location. It will break them both so much more, well, whatever small part of Celestia is still fighting, to know none will ever find what could be that one chance, should someone manage to return it to it's normal state, again.” He smiled at the mismatched being. “I think I might have to reconsider my views on you, Discord. Your aiding in further ensuring my rule is most useful.”

“Oh, trust me, King Dainn,” the dragonequus landed in front of the throne and bowed, “it was my pleasure.”

With that he disappeared with a pop and didn’t appear again.

Dainn smirked, getting up and heading for his chambers. He would arrange for his carriage to be ready tomorrow night. His pets could use the exercise anyway.

Extra Author's Note

Yeah, for those who read them, i had to make Pinkie's crazier. she's pinkie after all.

anyway, has Dainn made a wise move, or has he just taken Discord's bait?

Chapter 7
View Online

Fall of Equestria: Uprise

Chapter 7

Chapter 7

___________________________________________________________

Spike sighed, blowing off in Silver Spoon as the mare cried out and collapsed.

Fucking a red who wasn’t really a willing one wasn’t so much fun, not after what he’d just dealt with.

Several hours ago Shining Armour had come for a visit, showing his eight month pregnant mare and told Spike the child would become the first princess who would be fallen from birth.

That had been interesting and they had talked for a bit, but then Shining had fucked Twilight, both orally and in her pussy. He’d had to lay her unconscious and beaten form in his former basket, so she could recover. She was no good unconscious and not being able to use such a skilled fuck bitch was really aggravating him. He’d gone through five mares trying to calm himself and it had only worsened his mood.

There was a knock on the door. Spike groaned in annoyance. If that was Shining Armour again he was going to really give it him. He might be the King of the Crystal Empire now, but come on.

When Spike opened the door, however, it was not the unicorn with his pregnant bitch waiting on the other side. Instead it was five caribou-like creatures.

Spike frowned at that. They weren’t caribou, that he could tell, but he couldn’t tell what was different from other caribou to these ones.

“Spike the Dragon?” the one at the front asked, holding out a hand. “We are here to make you an offer.”

The dragon raised an eyebrow. “Offer? What kind?”

The... he decided to call him a caribou, since there wasn’t anything else he could call them grinned. “One you will not be able to refuse.”

Spike grinned. Offers one couldn’t refuse meant a lot of money or gems or both. If they were making that kind of offer, he was going to at least hear them out.

He moved aside, motioned inward. “Please, come in.”

They nodded and walked in. One glanced at Silver Spoon as she crawled on her belly towards her cage, cum leaking from her pussy and leaving a trail.

Spike notice him glancing and smirked. “You wanna bang her? I’ll give it to you free since it’s the first time I’ve done business with you?”

The caribou blinked, then looked to him and shook his head. “Not my type.”

Spike shrugged. “Hey, I know what you mean.” He glared at the grey mare. “Hey! Clean up that mess you’re leaving behind.”

The earth mare sobbed and turned around and crawled back, using her tongue to clean up the cum that had trailed behind her, tears streaming down her face.

Spike returned his attention to his customers. “So, what’re you in the market for? I’ve a stupid grey Pegasus? I’ll let you have her for half price. Or are you looking for a purple? We’ve got a few of those, really hungry ones? Can’t get enough cum. Or are you looking to punish a black? We’ve five in stock right now, including a unicorn with a pink and white mane who—”

“The alicorn,” the first to speak before cut him off.

Spike was silent for a moment, thinking he was joking. However, the look on the caribou’s face was serious.

The dragon folded him arms, his face stern. “She’s not for sale.”

The caribou smirked. “While that may be what you say, we told you we had an offer you cannot refuse.”

“Don’t matter,” Spike said, turning away. “Nothing you offer will be enough.”

“Are you sure?”

He heard what sounded like a slip of paper being moved and glanced behind him to see a simple piece of paper with some writing on it on his desk.

The caribou kept his smirk. “This is just one twentieth of our full offer, Mr. Spike.”

Curious, Spike went over to the desk and picked up the paper and read the number.

His eyes bulged as he saw the zeros at the end. That’s how much they were they offering? And this was just one twentieth? And the number of gems that would come along with that...

His mouth watered at the mere thought.

However, now Spike was at odds with himself. He wanted to keep Twilight, but this was so much money.

Twilight, massive amount of money? Twilight, massive amount of money? Twilight, massive amount of money? Twilight, massive amount of money—?

He held out his claw, his eyes wide with greed. “DEAL!”

The caribou nodded, then turned to look at one of his comrades. They bowed to him then went outside, no doubt to get the money.

Spike quickly signed the form transferring Twilight to them. She still belonged to the state, but they now could do more to her themselves.

True, he would miss her greatly, she was a good mare cunt, but with this much money, he could easily buy more mares that, while not just as good as her, would still be amazing!

___________________________________________________________

I sat anxiously on the front step, watching the road leading to the farm, waiting.

Today was the day we were meant to get my mother back. I’d purposely told them to not contact me whilst there, if only so on the slim chance things didn’t work, I wouldn’t know until they arrived.

We had had to hold off at first. One of the Praetorian I’d stationed to watched over my mother had told us to wait, since Shining Armour and Cadance had arrived, so we’d waited. Then, several hours after they left, I gave the order for them to go in and had cut off there.

Now that I was sitting, waiting to learn what had happened, I was wondering if I’d made a stupid mistake not knowing right away. The anxiety to find out was killing me. Several times I’d almost re-established the direct link so I could find out, but stopped myself.

If it did and learned they’d been unsuccessful, it would have broken my heart. Better to learn in person than over the link.

I knew I shouldn't be anxious. I knew about Spike's greed and you offer enough and he would cave in. True, if it were for somepony he cared about, really cared about, not just enjoyed fucking and thought of like an animal, he wouldn't. But, with this, his greed for money and gems would win out. Or should...

Damn it! Stop second-guessing yourself! You'll just make it worse!

I looked down at my stomach, trying to get my mind focused on something else, something that wasn't going to keep driving me nuts.

While I could see it was bulging out a bit, it having been almost a month since Mac had sired me, no one else could. The Changelings I kept close at all times were using their illusion magic to make me appear normal. We couldn’t risk my being taken away to the breeding farms in Appleloosa so close to getting the last Bearer, the last member of my family that I could save right away back.

Suddenly I sensed it. The Changelings I’d sent for Mother were close. I stood up, looking out at the road, narrowing my eyes, using my Changeling bloodline, which gave me better eyesight than a normal pony to look further down the road.

There they were, walking towards me. They were moving slowly... did that mean they’d failed?

My spirit was about to sink, when I saw something and my heart leapt.

Walking in front of them on all fours, looking upset, but trying to hold it back, was a purple alicorn with a red collar and wing sheaths, with a purple star for a Cutie Mark.

I waited, bouncing from one foot to the other, my grin threatening to break my face.

Several minutes later, they had reached the gate.

“Mother!” I cried, running towards them, tears streaming in the air behind me.

The mare looked up in surprise at my voice, before I bowled into her and hugged her tightly.

Fluttershy and Rarity ran out of the house, stopping in their tracks when they saw me holding the lavender mare. They both started tearing up.

The sound of running hooves caused me to glance behind me to see Apple Bloom and Big Mac running towards me. AJ and Dash were too, still wearing the stocks they’d been put in after they’d finished the plouwing of the fields, so were the other mares, all with huge smiles on their faces.

However, the happy moment was ruined, by my mother herself.

“If you’re calling me “mother” because you were once in my class, I’m afraid I don’t remember you.”

I stiffened and slowly pulled away, my heart hurting.

But she wasn’t done. She looked to the mares around us and cocked her head. “Dash? You’re still a black? When will you learn?”

Dash looked like somepony had just smacked her across the face.

I sighed heavily, a sob entering it as I stood. “I’ll get to work on her right away.”

Mom looked to me, confused. “Okay, Big Mac must be my new master...” she sighed, tears welling in her eyes. “Though... I wish I could still be with Spike... I thought he loved me...” She took a deep breath and smiled weakly. “I will do my best to serve you as you see fit, Master.”

I was fighting back my emotions and could tell the others were too.

I bent down and took her hand, pulling her up. She looked at me, then blushed.

“Um, did you say you’d “get to work on me” because Master wants us to?”

I blanched at that and almost toppled forward. Did my mother just ask me if we were going to—?

Oh, Celestia, NO! I will not even go there!

Shaking that off, I lifted her up and took her inside. I led her to the second room and sat down on the cushions, then indicated for her to do the same.

She did, following going a bit more of the polite... or I guess slave way, by sitting on her knees.

I took a few deep breaths. “Okay, Mo—” I cleared my throat. “T-T-Twilight, every new mare must go through something only I have been permission to do by our m-m-master. A-are you ready?”

She gave a weak smile. “I guess.”

My Changelings were feeding me her emotions through the link. She was distraught over Spike giving her away. I hated that I had to put her through such sadness or the fact that she was so sad for something like that.

I closed my eyes, took several deep, shaky breaths, then opened my eyes again. “Okay.” I lifted my hand and placed them on her face, to which she blushed. “Now, relax. Let your mind go blank. That’s the only way this will work.”

She nodded, looking slightly uneasy, obviously thinking I was doing something so wrong I’m not even going to say it and closed her eyes.

Through the hive link, I felt multiple Changelings readying to join me in her mind. After the last time, with Pinkie, they weren’t willing to take any chances.

Frankly, neither was I, not with my mother.

Once I sensed her mind was in the right place, I activated the spell and dove in.

___________________________________________________________

I was in a world that was both dark and the lavender hue of my mother's magic... back when she could still use magic.

I glanced behind me and saw five hundred of my Changelings standing there, ready for my orders.

I nodded and we headed forwards. I could sense that was the way to go.

After several minutes we came upon a door marked "Sluts are Mares".

I glared at it. Not all of us were. That was just what the caribou thought and I, along with my family, would soon show them just how wrong they were.

I pushed on the door and it slowly opened. Behind it stood a castle. It looked a bit like Canterlot Castle, but... not quite.

At that moment a sound reached my ears. They swiveled, focusing on the sound. It... it was Mom's voice. I couldn't make out what she was saying, but it was definitely her.

I hurried up the castle steps and through the halls, my Changelings buzzing behind me.

Suddenly, a huge battalion of Royal Guards appeared out of nowhere and charged.

Before I could react, my Changelings shot forward, materializing swords with their magic and began to fight.

"Go, Your Highness!" one shouted as he slashed away at five guards, who vanished into a purple mist once defeated. "We will hold them back!"

"Yes!" another shouted, backing a guard into a wall before dealing the final blow with a swift slash of his sword, before he turned to look at me. "You must finish this! We will not fail you! Now go!"

He let out a battle cry and charged into a group of a dozen guards, brandishing his sword like a madpony. For every one of my Changelings there seemed to be five guards, but they were holding their own well. Their devotion to me really stood out then. They were willing to risk anything for me, their Queen.

I nodded, shouting, "Thank you all! I will never forget this!"

With that, I ran down the hall, my ears erect and following the sound of my mother's voice. As I got nearer, however, I heard what she was saying.

"Mares are useless pieces of garbage! The only thing we're good for is being fucked. If a mare can't understand that, if she isn't even willing to let her own brother do whatever he wishes to her, she is not a mare! She is a failure!"

I scowled. That was my mother's voice, but those were not my mother's words.

I ran faster, stopping at a large purple door embroiled with Mother's Cutie Mark. I could hear her voice clearly from the other side. She was here.

I pulled back, utilizing all the apple bucking training I'd gotten before in the world I grew up in and in this one and bucked the door hard, poring magic into the buck too.

The door exploded in a blaze of blue and purple fire. When it faded and the smoke cleared, I saw what was inside and felt my hatred for the caribou grow tenfold.

The room wasn't as I'd expected. Instead of a Royal suite, it was a hug void of darkness, just like the other there's inner minds had been. In the centre of the room, my mother as being raped from all ends by versions of herself, saying the things I heard while running to this room.

I took a step forward, preparing to send magic to my hands, just like I had the last three times.

However, the Spell Twilight at Mother's mouth suddenly turned her head and I flinched. She was grinning, a snide grin. "Did you think I didn't sense you before? Who do you think sent the guards?"

I jumped into the air as the ground beneath me exploded with lavender magic. I drop rolled to the ground and whirled around to see another Spell Twilight was standing there, grinning.

"Ooh. You've got a strong will. This'll be fun. Twilight lost way too soon."

"So, it's true then?" I said, facing off against my mother's doppelganger. "None of the mares have really given in. It's just the spell, you making them act and think the way they are. You corner them in their own minds and trap them, then take control of their bodies yourself!"

She grinned. "Smart too. This will be fun."

Then, as I watched, she started to change. Her fur became brown, her hair a murky-yellow and differently styled, her eyes turned yellow and her Cutie Mark from a purple star and five smaller white stars to an Autumn leaf.

My scowl deepened and my hands glowed with Nightmare Moon's magic. "You honestly plan on trying to control me, the mare who had beaten four in control versions of you?"

She just sneered. "Yes," she replied with my own voice. "I do."

She leaped forward, her fist glowing with murky-yellow energy. I countered, charging at her with my hands in the night-sky aura. We clashed,trading punch for punch, kick for kick.

I flew into the air, firing multiple blasts of magic. She ran along the ground, dodging each blast with an easy that just irritated me.

Suddenly she leaped into the air, her arm pulled back for a punch. I managed to block it, but she pushed me back to the ground. Now on even footing with her, I started throwing physical blows, each of us parring each others' moves.

My double grinned as she matched another punch and blocked another kick. "You're not running away? Interesting. Twilight did. She ran down the halls for ages before we cornered her in here. Her magic spent, she didn't stand a chance."

ARG! Why couldn't this bitch just shut up? And why was I still fighting her? No matter what I tried, she seemed evenly matched to me and she didn't even have the Nightmare magic. How was this not already over?

"Oh," the other me smirked. "It's over."

Suddenly I felt arms grabbed me from behind. Before I could react I was punched in the face and hit the ground. Before I could recover, I felt someone grab my shoulders and yank me up, right before I felt something large and hot plough into my ass and I screamed.

This was a bad move, in hindsight, because as soon as my mouth was open I felt something large a hot force it's way in that too, shortly followed by another going into my snatch.

I was forced forward onto all fours, glaring at my double as she just grinned. Somehow, three other spell versions of myself had sneaked up on me during the fight and now they'd pinned me down. But if they think I'm just giving up like that they've got another thing coming.

I struggled, fighting against them. It wasn't getting them out of me, but the three weren't saying anything, leading me to guess I needed to have lost hope and surrendered before they started saying the things the spell-controlled me would say.

The me I'd been fighting walked up to me and traced a finger down my cheek. "Oh, little Autum, trying to be the good girl and save mommy from the bad guys." She smirked. "Soon as we break your will you'll turn all those ponies in, along with Big Macintosh and he'll switched and join the rest of you as slaves for the rest of your lives. Which, since you're a Royal Changeling, will be a long, long time. Maybe we'll even get you to tell what your hiding about Gunne."

"You'll fucking pay for this!" I tried to say around the massive shaft in my mouth (why some find it nice to put one of those in their mouths, even before the fall, I'll never understand, because this is just gross), but it came out as "Yu fubum pay for dis!"

She grinned sneered. "Face it, Breezy, soon you'll join your mother as a cunt mare, happily serving any male that wants to shove it in you. You should've stayed in your own world. At least you could have lived your happy life there."

I blinked. My happy life? Of course! My memories! The only reason Mom's will broke was because she'd seen her brother and Cadance betray Equestria and then witnessed what had happened afterwards. If I could just remind her of what she'd had in my world, where the caribou hadn't turned it into a world of misogyny and sex, she'd wake up and fight back.

I focused hard, stretching my mind out to all the Changelings, in here and out in the physical world, asking them to lend me their mind power. With all of us working together, I could send my memories to Mom, even from this humiliating position.

I felt them all reaching out, lending me their strength. It grew and grew, until I felt it at full charge, every single Changeling's magic pouring through my mind, showing me just how it feels to be a Queen of a hive.

I looked at my double and sneered around the cock in my mouth.

She smirked back. "What? Giving in already? I'd have thought you're desire to save your mother was stronger than that."

"No," I said around the cock. "It'b stonga!"

My eyes changed to Changeling eyes and I looked to Mom. A beam of pure white light shot from my eyes, slamming into her.

"NO!" the me from before shouted, her voice filled with rage and fear.

Mom's mind filled with all my memories from the world I'd grown up in. My time as a foal, my first day of school, trips with her and dad as a filly, fighting alongside her in the war against the caribou, Dad's funeral, training me to harness me inner magic...

Every single memory I possessed of that world I poured into her mind, sharing everything with her, not a thing being left out.

Mom started glowing with lavender light and the spell versions of herself's voices started growing quieter.

There as an explosion of lavender magic and Mom's spell selves net flying, knocking into the gang bang on me, shocking the all, causing them to falter.

This was my chance and I didn't hesitate. My hands glowed with Nightmare's magic and they were thrown off of me, slamming into the walls around us.

My double who'd been sneering looked from myself to the ones lying around the floor as they slowly started to faded in and out.

"No!" she growled, snarling like a beast. "You can't win! You will submit!"

"Hey!"

The me whirled around, snarling to only have her eyes widen as she saw my mother, standing tall, her wings fully outstretched and with her feathers again.

She held up her right-hand, which began glowing with a lavender aura. "Stay away from my daughter!"

A burst of lavender magic exploded from her hand. It surged forward, slamming into and consuming the other me.

She screamed, both in pain and rage, her eyes glaring through the magic.

I followed Mom's lead. I searched within and gathered every spec of Nightmare Moon's magic, channeling it into my hands. Once it was at it's maximum, I let it all loose, a storm of night-sky magic surging from my hands, joining Mom's lavender one.

The two coalesced, spiraling into each other, strengthening each other, magnifying their strength.

The other me screamed. It was a cry of rage and defeat. It went from my own voice, to Mom's to a discord sound, before it finally faded, as did the world around. Everything faded into darkness.

___________________________________________________________

I gasped, my head shooting upward as if I’d received an electric shock right up my spine and fell on my back, exhausted. That was even more tiring than when I’d freed Pinkie Pie.

After several moments, though to me it felt like hours, I struggled to push myself up on my elbows and looked to the other pony occupant in the room.

She was holding her head, a grimace on her face. After several moments she opened her eyes and saw me.

We stared at each other for several seconds, just looking at each other, me with apprehension, her with shock and uncertainty.

Finally, she spoke. “You’re... you’re my... daughter... from another world?”

I gave a weak smile. “Yeah,” my voice was quiet and weak. That had taken a lot out of me.

She blinked, before she gasped, her hands flying to her mouth. “Oh my gosh! The fall! Celestia! And I—!”

I struggled forward and put my hands on her shoulders, looking her in the eyes. “Mom, you couldn’t help it. It was the spell. It affected every single being it came into contact with; even black collars are under its effects. Their wills are just making it harder for the spell to fully take control.”

This only made her slump. “I guess I’m pretty weak willed, then.”

I shook my head, furrowing my brows. “No, Mom! You’re not weak willed. You’re the strongest willed pony I know! The only reason you fell so easily is because of all the trauma you were put through both before and after the spell was cast. You broke through the spell after seeing my memories, didn't you?”

She looked at me, her eyes filled with grief. “But all the things I did. I let them take my horn, my wings. I helped Spike track down mares and convince them that being sluts was what we’re meant for. I even taught classes on how to be a better slut!”

Tears started pouring down her cheeks.

“And my friends, I betrayed them all. I even betrayed the princesses, turning my back on them instead of finding a way to free them! How can they ever forgive me?”

“Mom!” I almost shouted, my voice firm. “You are not a traitor! Even Cadance and Shining Armour aren’t traitors! You were all victims of the Crystal Heart’s corruption, of the caribou’s twisted ideals.”

I calmed down, smiling gently.

“And your friends all know that. They know you weren’t being a red of your own free will, no mare is. They understand that now and, trust me, they will forgive you.”

Mom looked at me, her face easing a little. She leaned forward and rested against me. I wrapped my arms around her back and we sat there for while.

It’s funny. I’m the daughter, yet I’m the one giving the emotional support. Life’s funny that way, I guess.

After a few minutes, and after her tears had stopped, Mom pulled away a little and looked me over.

“So, those memories... were real?” she asked, anxiousness and excitement just noticeable in her voice. “You’re really my daughter... from another world?”

I nodded, giving a soft smile. “You and Dad met shortly after Tirek was defeated.”

She frowned. “Who?”

I blinked, then shook my head. “Never mind. Guess either he isn’t powerful enough in this world yet, or he never broke out of Tartarus.”

Now she just looked more confused.

I shook my head, giving a small laugh and continued. “You and Dad were able to end the war between Changelings and ponies. You both brought peace to our races.”

She smiled meekly. “We did?”

I nodded. “At first it was hard, but when word got out you were pregnant with me, Chrysalis wasn’t sure what to do. She still wanted revenge against ponies for her defeat at Canterlot and on you for making her son fall in love with you, but she couldn’t bring herself to kill a Changeling yet to be born.”

Her eyes suddenly widened. “Wait! You mean you’re—?”

I nodded. “Guess my memories weren’t clear enough there. I’m half Changeling, on Dad’s side, obviously. Once I was born, the peace was made official and our kind have been living in harmony ever since.”

Mom looked down, frowning, then looked at me. “And you came here, to save our world, even at such a great risk to your own safety?”

I nodded. “While I would love to say it was only because I didn’t want to see ponies suffering, it was mainly decided because the imbalance in this world will eventually destroy all worlds if it isn’t fix...”

I suddenly wished I hadn’t said that. The panicked look that entered Mom’s eyes was one Spike had told me about. She mainly got it when things weren't going exactly as they should be and something bad could result from it.

Having just told her all worlds were going to be destroyed probably wasn’t the best idea, in hindsight.

I quickly grabbed her shoulders. “Mom, it’s okay. The destruction won’t happen for a few more years and we’ve only got to wait a few more months before we can fix things.”

Her panic suddenly turned to confusion. “A few months? Why?”

“Skyla.”

Her eyes widened in horror. “Oh, jeez! I completely forgot! Cadance is pregnant and Shining’s going to give their daughter straight to caribou!”

I smiled. “No, they won’t.”

She stopped, blinking. “Huh?”

I nodded and the room was suddenly full of black Changelings, all surrounding us.

Mom’s shrieked, though silently and pressed up against me.

I chuckled. “It’s okay, Mom. Remember what I said. Our kind are at peace. Besides, I’m their Queen.”

At that she looked at me like I’d just grown a second head. “What?”

I shook my head. “I’m the only being in this world with Royal Changeling blood, thus, I’m ranked as Queen. I've got several groups of them waiting at the Crystal Empire to save Skyla as soon as she's born and to bring the missing shards of the Crystal Heart with her.”

She looked around, still nervous. “Is... is that really true?”

I nodded, then sent an order. A second later we were alone in the room again.

Mom pulled away, looking at the ground. “So, after you’ve helped us, you’re going back, right?”

I gave a sad smile and shook my head. “I can’t.”

She looked up, shocked. “What? But, you were able to come to our world; you should easily be able to go back to your own, shouldn’t you?”

I shook my head, sighing wistfully. “The only reason travel between our worlds was possible was because of the imbalance this world was creating.” I sighed again, closing my eyes. “Soon as we fix everything, the barriers between the worlds will repair themselves and I’ll be stuck here. I can’t go back.”

There was silence for several moments as my words hung in the air.

After some time, I felt arms wrap around me in a warm hug. I opened my eyes to see Mom’s mane. She had moved forward and wrapped her arms around me.

“If that’s the case, you’re more than welcome to stay with me,” she whispered, “ my daughter.”

I couldn’t help but shed a few tears at that and returned her embrace.

When some time had passed she pulled away and looked at me, smiling the way she always did in the world I grew up in. “So, anything special I should know about, being your mother and all?”

I blushed, scratching my arm. “Um... Mom?”

She turned to me, then giggled. “You know, I’m going to have to get used to that. Only Spike’s ever called me “Mom” and only when we were alone together.”

I nodded, my blush growing as I braced myself. Now that she was herself again and she’d accepted what I’d told her, I had to come clean about something and, even though I turned twenty-one three weeks before I’d come to this world, thus I was more than a legal adult and able to make my own choices, telling her wasn’t any easier. It was really the only thing I dreaded after I’d free her.

I gulped. “Um, remember what you just said about Cadance being pregnant?”

She nodded, slight concern crossing her face. “Yes? What about it?”

Jeez, this wasn’t as easy as I was really hoping it would be.

“Well...” I said, trying to look anywhere in the room but at her, “she’s... not the only one bringing a new member to the family.”

She frowned, confusion now on her face. “Is my mother pregnant? Because I know Spike never lets any of the mares he has get pregnant.”

I gulped again, answering slowly. “No. It’s... it’s not Grandma or any mare Spike’s done that’s bringing a new life into the world.” I sent an order and my Changeling’s dropped the illusion spell on me, revealing my little over a month large stomach. “I am.”

She blinked for several moments as what I’d just said processed through her mind, before her eyes lit up and she moved forward, grabbing my hands.

“Oh, Autum, that’s wonderful! You’re going to be a mother?” Her face blanched and her eyes filled with horror. “Oh no. No, that’s terrible! If anyone finds out, you’ll be taken to a breeding center and put with the breeding stock and then, when the baby’s born, they’ll either teach it to be horrible to mares or be a slave!”

“Mom!” She stopped at my shout. “It’s okay. “I’m not going to be due for at least another nine to ten months. And, as for anyone finding out, you just saw that I’ve been pregnant for a while. Several of my Changelings have been projecting an illusion barrier spell, so no one sees I’m pregnant. And, since we’ve only a few months to wait, we can be sure my baby won’t be born into this horrible world and into a better one.”

She still looked uncertain, then she frowned. “Wait. Who’s the father?” She blanched. “Please tell me my memory isn’t lying to me and that it wasn’t Spike.”

I blinked, then blushed, waving my hands. “What? Spike? No! No-no-no-no-no-no-no! It was...” I looked away. “Um, you see, when I came here, I hadn’t actually ever had real sex before.”

She blinked. “You were a virgin?”

I nodded, grinning sheepishly. “Never really had a stallion blow one in me before. At least, not until I was claimed.”

It took her second to figure that out. “Big Mac’s the father?”

I nodded, an embarrassed smile now on my face. “It... was kind of an accident.”

She frowned. “How was it an accident in a world where mares are used as fuck toys?”

I winced. Jeez, hearing her say it like that made it sound even more wrong than it really was.

“Well, you see,” I said, scratching my arm, “we actually timed it so that I would get here right after my estrus cycle, so that I wouldn’t get pregnant. At least, we thought we had. However, that was before Pinkie Pie, that world’s Pinkie Pie, shifted my calendar around, moving the date I’d set when I’d go through my cycle to the next week, after the day I would leave, so she could fit her Good Luck Saving the Enslaved Dimension party.”

“So, then when Mac claimed you...?” Mom’s voice was quivering and her face was bright red.

I nodded. “He came in me, right in my womb, whilst I was right in my cycle and since we couldn’t risk taking me to a clinic to find out if I was pregnant or not without risking blowing my cover...”

Mom looked like she was close to fainting. “You ended up pregnant.”

I chuckled. “Well, at least you can take care of me while I’m going through this instead of having guys fuck you all day.”

Her eyes widened with horror. “Oh no! Even if Big Mac is our handler, since all the Element Bearers belong to the state, we can still be used to—”

I shook my head. “Taken care of, Mom.”

She stopped, confusion clear on her face. “What? How can you ensure no one uses us?”

I winked. “Changelings are both sexes, Mom. Every time one of you is requested, one of my Changelings goes disguised as you and takes everything for you.”

Suddenly a finger and thumb were holding my ear tightly. “Ow, ow, ow, ow, ow!”

“Young mare, did you just say you are sending your Changelings, your own subjects, out to be raped?”

“Owie, ow, ow! I wouldn’t have used those words, but— ow, yeah, I guess.”

She got a very firm look on her face. “I will not have my daughter forcing her subjects to do such things. They look up to you; will do anything you order of them and you go and tell them to do that?”

“I-it’s not what it sounds like, Princess.”

She glanced to her right and saw one of my Changelings, one of the few who had remained after Mom had entered Stern Mom Mode (nice to know they will throw themselves in front of magic blasts that could kill me, but won’t help me against my own mother when she’s scolding me), step forward, not meeting her eyes out of fear.

“Explain,” she said and he flinched as if I’d just shouted at him.

“Sh-she was not willing to do so, at first,” he stuttered. “We who take up the task have volunteered to do so, for you as much as for her. We have sensed her uneasy every time one of the requests came in after she started freeing you and the other Bearers, so we took this task on ourselves.”

She looked back to me as I struggled to get free of her grip. This was embarrassing. I’m twenty-one-years-old, a Queen of my own hive, and my mother was pinching my ears like I was a little filly who’d broken the rules.

After a moment, she let go, though her stern expression remained. “I expect you to make it up to each one who volunteered once this is all over, got it?”

I rubbed my ear, nodding. Man, she’s only been my mother for about half an hour and she’s already gotten into the groove of it.
Her smile turned coy and I returned it. I’d missed these kind of talks with Mom, where we’d get really serious about something, then put it behind us.

She shook her head. “So, are you and Mac going to get married, when things are back to normal, I mean?”

I blushed and shook my head. “He may have sired my foal, but his heart belongs to Cheerile.”

She frowned. “But, Cheerlie’s a red. He still has feelings for her after all this time, even knowing that?”

I smirked. “Cheerile may be a red collar, Mom, but she doesn’t merely want to please anything with a cock. She only became one to keep her teaching job. And all those times Mac requests her? He does it so she can have a good night of rest from all the dick pounding she gets.”

Her eyes were wide. “But, Spike’s mentioned several times that she’d always smells like Mac had had his way with her.”

My smirked grew. “A little trick they figured out. He just sprays her with a perfume made from his musk and seed and none question what happened, thinking it was just sex.”

Mom smiled, looking impressed. “That’s a very good plan. No one would’ve ever guessed it. I’ve got to give Mac some credit, that’s pretty impressive.”

I grinned, then my vision blurred for a second and I put a hand to my hand.

“Autum?” Mom was a bit blurry and her voice sounded worried. “What’s wrong?”

I grimace as I tried to grin. “I’m good. Just... tired...”

I fell backwards and my world went black.

___________________________________________________________

“Autum!” Twilight cried in alarm as the brown Pegasus fell back, her eyes closing. She hurried over and shook her shoulders. “Autum? Autum, what’s wrong?” She turned to look over her shoulder. “Help! Somepony, come and help!”

At once the sound of hooves pounding from out and inside was heard and the door flew open, revealing Big Macintosh and Apple Bloom.

Apple Bloom saw Autum and moved to help, but Big Mac held her back and looked at Twilight. “Miss Sparkle?”

She looked to him, her eyes wide with panic. “What is it? Please, help her!”

Mac’s expression didn’t change. “First answer me one question.”

“Alright! Anything!” her voice was rising with her panic. Just, please, help her!"

“Do ya’ll wanna suck my cock?”

Twilight’s face became blank for a second, before it filled with disgust and anger. “Big Macintosh Apple! This is neither the time nor the place to be asking such a thing! What would even posses you to ask such a question?!”

The stallion held up his hands in surrender, chuckling. “Sorry, Miss Sparkle. That wasn’ a question Ah wanted t’ ask, but Miss Autum said Ah needed to, to be sure as to whether she was able to free ya or not.”

With that settled, Apple Bloom hurried forward, just as several other ponies hurried to stand outside the door before Mac let them in. All Twilight’s friends, as well as Lily Valley, Daisy and Carrot Top.

Applejack’s face tensed for a second at the sight of the alicorn, before it softened and she smiled. “Hey, Twi.”

Twilight cringed a little, then smiled weakly back at the farm mare. “Hey, Applejack. Um... about...”

She shook her head. “Water under the bridge, Twi. Ah know ya’ll weren’ in control o’ yerself.”

Apple Bloom smiled at Twilight, shaking her head. “Don’t worry,” she nodded down to the unconscious Pegasus, “she’s just tired. Same thing happened after she freed Pinkie Pie.”

Twilight frowned. “Surely it wasn’t as hard for her to free Pinkie as it was to free me, was it?”

“Nope!” Pinkie chirped, as she put her hands on Twilight’s shoulder and leaping up, causing Twilight to shriek. “But she freed me after everypony else!”

Twilight frowned, still breathing heavily, glancing from the Pinkie behind her, to the others. “What does she mean, “after everypony else”?”

AJ shook her head, chuckling. “Takes after her ma, that girl.”

Twilight tilted her head. “What do you mean by that?”

Dash stepped forward, grinning. “Turns out, even though we were fighting against the new way the kingdom works, refusing to accept our roles as their cunt mares, that spell was still working on us.”

Twilight blinked, glancing back to the unconscious mare. “She mentioned something like that when she was comforting me.”

Rarity nodded. She looked very clean since the last time Twilight had seen her. Her mane was combed; though not as much or as thoroughly as before the fall and her fur was back to alabaster, even a little brown.

“Indeed, dear. We were all under that horrid spell’s influence.” She put a hand to her forehead. “I still cannot believe I did such degrading things. How will I live down the shame?”

Dash rolled her eyes and turned to Twilight again. “Anyway, before she freed Rarity and Pinkie, your kid spent most of the day entering all our minds, finding the spell and taking it out.”

“By the time she finished saving Pinkie, she was so exhausted she was out like a light til the next day,” Applejack finished.

Twilight looked slightly less worried. “So, she’s only asleep?”

Apple Bloom nodded. “She should be good by t’morrow.”

Twilight smiled, calming down now and looked back to the brown mare. She moved a hand and brushed a strained of Autum’s mane from her face.

My daughter, she couldn't help but feel a warmth in her heart at that. I know your mother from the world you grew up in is very proud of you. She closed her eyes. Just as am I.

Extra Author's Note

just one chapter left, then the epilogue and this is done!

Chapter 8
View Online

Fall of Equestria: Uprise

Chapter 8

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!

Epilogue
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Fall of Equestria: Uprise

Epilogue

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