An Evil Long Forgotten

Chapters

Chapter 1 - The Release (Zecora)
Chapter 2 - Recovery & Discovery(Flutter,Pinkie,Ms.Cake)
Chapter 3 - Foundation & Fights (Zecora, Rainbow Dash, AppleJack, Fem!BigMac & Twilight)

Chapter 1 - The Release (Zecora)

Zecora felt very sheepish for falling into such a basic and clearly defined trap. The architecture design reminded her so much of the ancient ruins in her homeland that she was mesmerized and didn't take note of the archway lined with glowing runes. She passed through it, caution thrown to the wind, and suddenly found herself in what may or may not have been deeper inside the ruins.

"How foolish I am, to not see where I go. How I will escape, I do not yet know." she huffed. The fortunate side of things was that the trap was not lethal, at least from what she could see. However, it was so dark in here, wherever she was, that what she could see didn't extend far beyond her own hooves.

While she waited for her eyes to adjust to the darkness, Zecora reflected on what brought her here in the first place. It was a few days ago when she received an unexpected visitor. Really, any visitor without an invitation or reservation for her was unexpected, since she lived in the Everfree Forest, where outside of a handful of ponies much more courageous than the average filly, most were too scared to dare enter the untamed woodlands. In this case, it was neither pony, filly or stallion, but the young dragon that lived in Ponyville. He came bearing a wax-sealed scroll in his claw.

"Hey, Zecora." Spike said. "I brought you an important letter from Princess Celestia."

"You are not the one who brings mail to me." Zecora pointed out. "That is someone else; where is Derpy?"

"I'm entrusted to deliver letters from the Princess personally." Spike explained. He broke the wax seal and unravelled the scroll, reading its contents aloud to her.

"Dear foreign compatriot Zecora, I, Princess Celestia, have received news of a magical temple that has appeared in Equestria. I understand that you have experience in such matters, so I humbly request that you investigate this matter and ensure that it's safe and of no danger to stray and curious ponies. Her Royal Highness, Princess Celestia."

"Why she does not consult Twilight?" Zecora asked. "She seems more suited to investigating this plight."

"Twilight's preoccupied with her studies. Besides, archeology isn't exactly her thing. So will you do it? It'd put you on good standing with the Princess, and that's always a good thing." Zecora thought about it for a moment. She was running low on the more obscure components for her experiments and brews. Perhaps she could make a deal with the Princess? It wouldn't hurt to try, and she'd probably owe her one after this.

"Very well, I accept." she answered. "Please tell me where it lies while I get prepped."

Spike didn't answer. Almost as soon as Zecora gave her answer, he felt the familiar churn in the pit of his stomach as Princess Celestia sent him another letter. With a loud belch, he expelled a gout of green flame that contained another wax-sealed note, almost identical to the one he brought with him. He broke the wax seal and opened his mouth to read it, but it was actually a map of Equestria, with a large red circle indicating where the mysterious ruins were located.

"Oh, here it is." Spike said, handing the map to Zecora. She gave it a look over. If the map was accurate, it was nearly a full week, round trip; a difficult journey, but she was used to travelling long distances. The zebra tossed the map into a saddlebag along with dried fruits, trail mix, a wool blanket, a tinderbox and a few other odds and ends she'd need for travelling.

By this time, Zecora's eyes adjusted to the darkness. This room that she was teleported to, wherever it was, seemed to be a temple or shrine of some sort. Empty torch brackets lined the walls all the way to a half-spiral staircase that led down to an inverted circular dais, and a large stone slab of an altar sat on top. Zecora had more knowledge about shrines, prayer and ritual than she would like to admit, but she knew that most shrines and religion to be a mass-based communion. Normally, shrines were placed in such a way that a large congregation of ponies could sit and watch on in worship.

That didn't apply here. There was no proper room or seating here for observation. The ritual circle was placed in a manner that implied its function was far more sinister. It was almost hidden away, as if its function, its mission, was a selfish one. Zecora's ears flattened against her head. She was familiar with this kind of ritual. In the land her people now called home, before their arrival, there used to live a tribe they named the Inusannon, who revelled in similar rituals to dark gods older than recorded history. Living sacrifices, self mutilation, literal bloodbaths, that sort of thing. Had they still been around, the Zebras would never have settled anywhere near there.

"I must steady myself; the fear I place back on the shelf." Zecora chanted to herself repeatedly. She would have liked to leave, run far away from this foreboding site, but her sense of obligation and curiosity prevented her. This was no longer about trading favors for the Princess. This was about ensuring that a cult or whatever eldritch horrors they paid tribute to did not plague Equestria.

The only sound, aside from Zecora's heart pounding in her head, were her hoofbeats echoing off the walls as she descended the staircase to the altar below. As she suspected, it was made of stone and lined with details and indecipherable runes which had long since worn away. Sitting on top of the altar was a large block of a stone nearly a foot in diameter. She couldn't really appraise it without proper lighting, but she thought it to be obsidian.

Zecora got closer, and she could hear a faint humming emanating from the stone. It was the last thing she wanted to hear in this place. The stone was probably humming with magic; the bad kind. If it was, it was all the more reason for her to leave as soon as possible.

As she backed away, the humming suddenly ceased. Zecora froze in place. Did she trigger something? Was it affected by movement? After a moment of complete and total silence, a voice, loud and hollow, rang out from the stone, causing Zecora to nearly hit the ceiling thirty feet above her.

"Hello? Is this thing on?" the voice called out. "I might not have eyes, but I can hear you breathing! Come on, guys, it's been a long time since anyone's bothered to visit!" His voice was deep, but chipper. Almost reminded Zecora of Pinkie Pie's moxie.

"Who are you that calls out to me?" she asked. "What ghost or spectre yearns to be free?"

"Huh? I don't recognize your voice. Are you new here?"

"This is my first time here, although, the world you knew ended long ago."

"Why are you talkin' like a weirdo? How long has it been since I took the big sleep? Ugh, one moment, I got a spell here somewhere that'll..." Wisps of red energy popped into life around the room and flared up into fireballs. The stone, likewise, burst into flames, but these flames quickly twisted and formed into the shape of a large stallion, almost as large as Princess Celestia. He jerked his head forward, straining against an unseen force.

"Uhh... okay, this is embarrassing." he said. "I'm... stuck. Back up a bit, this is going to get rough!" Zecora took several steps back, but the stallion shook his head. "Further back." Zecora backed up until she was up against the wall.

"My rump is against the wall." she said. "I can't back up at all."

"Well, you have to. I don't wanna crush you by accident when I get out of here." Zecora looked around for a crevice or something she could hide herself in. Her eyes returned to the stairs. If the upper level wasn't safe, then nowhere was. She stood at the top overlooking the altar. The stallion craned his neck around, trying to look for her.

"Okay, I can't see or hear you now. I'm gonna take that as you're out of the way. Alright, here goes nothing!" The stallion strained harder than before, as if trying to physically pull himself through the stone. A flaming hoof sprouted into existence, followed by another. He braced himself against the altar and pulled himself through. Suddenly, the fiery form burst into flames. Zecora backed away from the pit to avoid getting scorched by the embers. Something large hit the opposite wall where she tried to hide a moment ago.

"OW~" the voice moaned. "These walls are a lot harder than what I remember."

Zecora stepped back to the pit. Sprawled out on the ground against the opposite wall from the altar was what she could safely assume to be the stallion whose image she saw in the flames. He had very dark brown fur, almost black, but his mane was white. He got to his hooves and looked around in the darkness for Zecora, and found her on the stairwell.

"Oh good, there you are." he said. "I was afraid I crushed you for a moment."

"Do not worry about my health." she replied. "I am fine. How about yourself?"

"A bit stiff, seeing as I've been trapped here for... oh, too long."

"I am Zecora; that is my name. Now how about you provide the same?"

"A name? Uhhh..." the stallion stared off into the distance, his flews twitching as he tried to remember. "No no! Don't tell me! I got this! It's... been a long time since I've ever been addressed. Oh! Now I remember! It's Cere'Qul! I think!"

"For another moment, please bend your ear. Do you remember why you were here?"

"If I could barely remember my own name, what makes you think I'll remember why I was put here in the first place?"

"It doesn't hurt to ask. Now we need to escape; are you up to the task?"

"Hell yeah, I'd like to get out of here! Probably find whoever locked me in here while I'm at it!"

"Whom I doubt you remember as well. So how do we leave this crypt, pray tell?"

"I dunno, but all of a sudden... I fe-" he let out a large yawn. "-HEEEEEEEEL very tired!"

"AH! Your form! It fades!" Zecora gasped. "You're dissolving back into the shade!"

"Mmn, it's probably the stone. Can't really project myself into the... world, for too long. The void is a huge drain on my power."

'He's my only solution to escaping this tomb!' Zecora thought. 'If I don't free him, I'm doomed!' She didn't give a thought as to why he was locked here. His simple-minded expression and outright goofiness shifted those thoughts to the back of her mind. He said something about projection, that must mean the stone is a connection to the other side. She had a few ideas on how to perform a ritual to keep him here, but that would take too long and he was fading fast! She had to act now!

* * *

Cere'Qul woke up to find himself and Zecora outside the temple. Zecora was gathering up the remains of the stone in a cloth bag and tossing it into her saddlebag. In the bright autumn sun, the stone, which was clearly obsidian at this point, was like a black hole in the fabric of space.

"Where... are we?" he asked.

"We are outside. Turns out you didn't need to save my hide." Zecora explained.

"Why? What happened?"

"You were fading fast, and I found a solution that fit."

"...so what'd you d-"

"I broke it."

"You broke the stone?!"

"I had to act fast, or today would have been my last."

"Ah, well, I guess it couldn't be helped. Not like I even remember what it did."

"Come now, we must go." Zecora said as she put the saddlebags on her back. "Before the sun gets too low."

"Where are we going?" Cere'Qul asked as he took a step forward. He stumbled around a bit as he tried to gain control of his legs. "Oh geez. It's been such a long time since I've had legs."

"To my home, for yours now rests beneath the loam."

"Loam? What is that, some kind of sponge?" Zecora rolled her eyes and tapped the ground with her hoof. "Oh! The dirt! Wait, it's in the dirt?!"

"I will explain on the way! Now come, we must not delay!" Zecora explained to Cere'Qul that when she smashed the stone, the ruins ended up fading away around them, leaving no trace of its existence aside from the stone and himself. At least she tried to explain that to him. Keeping Cere'Qul's attention turned out to be impossible. He was bounding ahead of her through the tall grass like a deer, sending butterflies and birds scrambling for safety.

"GRASS!" he exclaimed jubilantly. "It's been so long since I've seen grass!" With his larger size over her, he looked utterly ridiculous. Zecora rolled his eyes and let him have his fun. She couldn't imagine how long he had to have been sealed away in that stone, nor did she want to think about it. All she could do now was make sure he didn't stray too far off the beaten path, or go too far ahead.

It was a shame that the ruins disappeared before Zecora had a chance to study them and learn more about the people who built it. There was much to learn from other civilizations, other cultures, other ways of thinking. Some good, some bad, all very important. That's why she moved out-

"Hua hua hua hua!" Cere'Qul laughed like a giddy idiot as he ran off ahead, chasing a deer.

"Oh no! Oh no!" Zecora exclaimed, hurrying off after him. "Too far, you must not go!" Despite her endurance, Zecora could just not keep pace with Cere'Qul and his quarry. Even the deer was quickly losing stamina. Very few predators could keep up with a deer's agility and reflexes, and most would have given up by now. With Cere'Qul being much larger, faster, and seeming to not break a sweat from the effort, the deer was unable to escape, and his hooves just gave out underneath him. Cere'Qul came to a stop and very gingerly tapped the deer on its hindquarters.

"Tag!" he said before bounding away again. It was at this point that he realized he was thirsty. After spending countless centuries locked away in the stone in a non-corporeal state, he forgot about the basic equestrian needs. His nose, still sensitive from disuse, could pick up the faint smell of moisture in the air. The smell led him to a calm brook further ahead. When he found it, he dipped his muzzle into the water and took a good long drink. Cere'Qul must have been more parched than he realized. He could feel the water all the way down his throat and into his stomach. It was remarkably refreshing after so long without taste.

When Cere'Qul drew his head back and let out a resounding sigh of relief, he saw something in the water. He tilted his head to the side, and the object moved with him. He moved his head the other way, and the object mirrored his movement. Cere'Qul patted at it with his hoof, to see if he could pick it up to examine it more closely, but the form broke away with the ripples of the water, his hoof passing through it, and a few seconds later, all the ribbons it scattered into converged. After a few minutes of contemplation, he was suddenly struck with revelation.

"This is... me?" he whispered to himself. "Yes, this is me. Re-flec-tion." he didn't know what to think of himself. Soot black fur, white mane, and eyes that burned and glowed like hot coals. Was he... attractive? Or was he ugly as sin? Too many years passed. It was like he had just emerged from the womb.

"Who... am I?" he asked himself. A sudden flash of memory blinded the confused stallion and he staggered back. His head felt numb and heavier than a mountain. Foreign images and sensations came flooding into his mind all at once.

The world burned around Cere'Qul as he stared down another stallion. They were standing in a cavern that glowed with the intensity of the sun, but its context reeked of malice and hate rather than benevolence. Cere'Qul breathed thick columns of flame from the pit of his stomach. He was filled with wrath that burned with the same intensity as the fires that surrounded them both. Three different forms of thought, three different voices echoed in his head, one of them he knew was his own.

The other stallion charged. There was a flurry of hooves as Cere'Qul tried to scare him back, but the other stallion was much faster. He skid to the side and lunged at Cere'Qul's shoulder, but bit into something much thicker. Cere'Qul could register the pain, but not the body part. Either way, adrenaline and rage kept him standing and quickly numbed the pain into a slightly bothersome sting. Fountains of blood sprayed out of the alien tissue, and he responded by lunging forward and chomping clean through the other stallion's back leg.

Another flash of memory blinded Cere'Qul's vision, and he found himself elsewhere. This time, instead of being filled with wrath and hate, he was filled with passion. His weight rested on top of another pony, a mare. He was inside her. He could feel her muscles clamped down around him as he pushed all the way into her depths. She was warm and loving, but something in his heart told him that she was his.

His mate.

His concubine.

His property.

Another flash. This time, there was nothing. No pain, no love, no feeling. It was peaceful. Too peaceful. He was aware of this void and that filled him with a terror unlike any other.

* * *

Cere'Qul woke up sprawled out on the ground. Zecora lay next to him, breathing laboriously.

"I feel like I will drop dead." she panted. "My hooves feel like they are made of lead!" Cere'Qul paid no attention to her, however. He was more focused on the enormous erections he was sporting between his legs. Erections. Plural. As in more than one. He didn't remember having two. Or maybe he did? He did remember that he was different from the other ponies, but that was an eternity ago. Was this what made him different? The two shafts fully erected, slapping against his underbelly and each other.

"Wrmh mgl Oep denjv?" A voice called out.

"Huh?" Cere'Qul looked around for the source of the voice, but there was no one around other than him and the odd-talking herbalist Zecora, and that voice sounded nothing like hers. It didn't even rhyme.

"Glhpgj Epg rmgla!" the voice exclaimed.

"What?" Wherever the voice was coming from, it was speaking in alien tongues. The stranger part was that Cere'Qul could actually understand it. He wasn't sure how, as he couldn't understand the words, but more the context behind them.

"Your mane is in a flurry." Zecora said. Her chest still rose and fell distinctively as she rested. "What has you full of worry?"

"You don't hear that?" he asked.

"Hear what?"

"That voice. Someone is saying something like Gel-something something remula."

"I hear only the brook and nothing but." Zecora was behind him, so she couldn't see the double cocks standing stiff. Unfortunately, it wasn't going to remain a secret from her for long. A surge of heat swelled in both members, yearning for the warmth and tight embrace he felt in those memories. Rationality slipped away from him and gave way to raw impulse.

Cere'Qul got to his feet. When he put his hooves down, he kicked up a cloud of embers that ignited the grass around him. Zecora's head perked up and her ears drew back. This was exactly what worried her back at the ruins, that it was a shrine to the nether creatures that could scorch the land and plague the waters should they find a way to this side, which was their unrelenting mission.

It was at this point that even though he appeared to be an Earth Pony, Cere'Qul was anything but. Steam rose off his form, with was now glowing with the same fire hot intensity as his eyes.

"I WilL mAKe ThEM MInE!" He shouted. When he opened his mouth, he shot jets of flame out all over the place. Zecora scrambled out of the way, her hooves still heavy and cumbersome. The flame missed her by several feet, but the intense heat singed her fur. If he could not control himself, Cere'Qul would quickly burn down the entire forest!

Zecora braced herself for a nasty burn. She charged at Cere'Qul and reared around at the last second to boot him with her hind legs into the brook behind him. He barely had enough time to let out a shriek of terror before disappearing under the water. There was an explosion of steam as the water flashed to vapor from the heat. Zecora winced and dipped her hind hooves in the brook. Even the brief contact with his skin was enough to singe her hooves. Fortunately, the burn was not that bad, as most of the contact was on her nails.

"AH!" Cere'Qul exclaimed as his body cooled down enough to no longer hold back the tide of water. He was consumed by the flow, and after a brief moment of silence, he thrashed around violently under the water's surface as he desperately tried to escape. His form returned to its ashen-colored state.

"What happened?" he asked.

"I would ask you the same." Zecora replied. "A moment ago, you were wreathed in flame."

"I... I don't know, actually. Last I remember was having s-" his ears flattened against his head. He felt a little shy about talking about sex to this stranger. "I think I remembered my past. Now it's like a dream. I can't remember anything now."

"This is a problem we shall later chase. For now we must return to base."

"Okay... fine by me." Cere'Qul looked between his legs. Being cooled off helped alleviate the tension. His head was in a fog, but for a moment while in his state, he was looking at Zecora in a different light. He imagined her under his body, hugging both his dicks with her tight muscles. He wanted her in that position. More than that, he wanted her to want to be in that position. It didn't seem right, though, to demand that of her when they barely even knew each other for several hours. Maybe after they arrived where they were going...

* * *

"Are you sure you don't mind that I stay here?" Cere'Qul asked for the hundredth time as he took a look around Zecora's tiny hut. Too many things here were easily flammable, and they were in the middle of the forest. It wasn't a choice place for him to be, but Zecora didn't seem to mind that as much as she did the repeated question.

"You are invited to my home with pleasure, and yes, you may stay at your leisure." she told him for the hundredth time. Zecora felt that he was her responsibility, since she helped him from his prison. While she couldn't ask any of the other ponies to help shelter the alien stallion, the power she witnessed on the way back was too destructive to allow him into Ponyville. Her hut, while it looked fragile, was designed to endure violent chemical reactions during her experimentations. It was also why she lived out here in the middle of the Everfree Forest.

Cere'Qul looked around the small hut. It was pretty spartan, all things considered, but compared to the endless void he escaped from, it was like a palace. Zecora had only one bed, and even if she lent it to him, even half of him wouldn't fit on it. For the moment, they were returning from a brief visit to Ponyville with a mattress and sheets so he could have at least a makeshift bed to sleep in. Fortunately, he was strong enough to haul it back with his own strength. They had to get a really big mattress to accommodate him. It also involved moving around some furniture in the hut, namely the cauldron that occupied the center of the main room.

"It will have to do, but I digress, I have to send a letter to the Princess." Zecora concluded as she observed their handiwork.

"Princess?"

"She is the ruler of this land. Royalty or deity, I do not know off hand."

"Question, Zecora." The zebra turned back to him right as she was about to find a paper and quill. His head was nodding back and forth, and his eyes were unfocused. "Do you have three three and a half twin sisters?" she shook her head. "I thought not. One moment, I need to take a look at your floor." Cere'Qul slumped over unconscious, his head striking the dirt floor hard enough that Zecora could feel the tremor from several feet away.

"By the I'Qali Mu, that must have hurt!" she winced. "I can see his face imprint in the dirt!" Zecora thought to leave him there as she went to retrieve her writing tools again, but she didn't feel right just leaving him there sprawled out on the floor. She came back over and tried to push him onto the bed. Even with her higher than normal physical strength and stamina, Cere'Qul was still a massive pain trying to push onto the mattress just a few feet away.

As she struggled to push Cere'Qul onto the mattress, he suddenly shifted around, then rolled over right on top of Zecora. She didn't expect him to do this, so she couldn't react in time and felt his weight pressing down on her. It wasn't a sleeping weight, however. She realized that he was awake now. Zecora was also aware of something prodding against her hindquarters. Two somethings, in fact. She grimaced when she was horribly reminded that Cere'Qul was a stallion.

"yES. YoU wiLl DO nIceLY." He growled, bucking his hips against her back.

"I will not tolerate your shenanigans here!" Zecora hissed. "This place will be yours to fear!"

"I mUSt ReBuILd mY hAreM." Cere'Qul said, his voice sounding strangely distorted. "YoU wIiL bE tHe fIRst!"

"Get off of me, you fool! Do not dare penetrate me with your tool!" Zecora kicked out from under him and backed herself up against the wall. Cere'Qul returned to his strange, trancelike state that she encountered back in the forest. The flames, however, were more controlled, and while his body temperature was a lot hotter than normal, Zecora didn't get burned on contact with him.

"DoN'T maKE ThiS DifFiC-UAHha!" Cere'Qul was broadsided by a pair of hooves as Zecora whirled around and bucked him right in the jaw. His face made a loud clack as she struck mostly bone, and while that was enough force to drop most ponies, it didn't seem to faze him in the slightest.

"oH yES. i wiLL hAVe FUn bREaKiNG yOU." he growled joyously. He retaliated by slamming into Zecora's side. The greater body mass he had on her meant she was launched across the room like a lawn dart. She collided against the opposite wall and slumped to the ground. It didn't cause her any considerable injury, but it did disorient her. She shook off her stunned state just in time to avoid another charge from the possessed stallion. When she turned around to face him, Zecora could see the twin cocks standing firm and erect between his hind legs. Her eyes widened slightly. She knew already what his objective was, but this was the first time she ever saw a creature with two dicks. It intrigued her, and she would have liked to know more if it wasn't for the fact that he was looking to make her his mate!

Something coiled around Zecora's hooves and rooted her in place before she could react. She pulled at the roots, trying to free herself from the binds, but they were too strong for her to break. Zecora looked back at Cere'Qul, and she saw the air around him shimmering with odd familiarity. It took a second for her to realize that he was casting magic; the shimmer was the same as when the unicorns used their powers. But how was that possible? He didn't even have a horn.

"This witchcraft seals your fate! Back away, lest you experience my hate!" she hissed, but that didn't deter Cere'Qul. As he approached, two columns of flame sprouted from his shoulders and molded into the shape of a head similar to his own. The flames gave way to flesh and fur; three identical heads now weighed down the front of his body.

Cere'Qul went around behind Zecora and pressed his weight down on her back. His pricks pressed against her tailhole and labia. Her questions about the function and purpose of two cocks were quickly answered as they simultaneously pushed into both holes. The one entering her pussy went in easily. Zecora was no virgin; her first time was with her mentor back in her homeland, a combination of her coming of age and helping test out a new concoction to restore vitality in older zebras. That said, it was a long time since she had sex. She forgot how it felt to have a cock fill you up to capacity, and Cere'Qul's were mighty large.

Of course, that was a double-edged sword when it came to the one poised to enter her asshole. She never took anything up her butt before, but she heard of some ponies (read: Applejack) that loved it. Zecora honestly couldn't understand why they enjoyed it. She experimented with anal herself using some polished wooden dildos she bought in town, but quickly stopped upon feeling the considerable discomfort from getting her asshole stretched apart. Now, however, she didn't have the option of quitting.

Zecora grit her teeth as the shaft probed her tailhole. The bulging pucker was pushed in slightly before it spread apart and granted the stallion access. It was an extremely tight fit; Zecora felt like she was getting split in half from behind. Despite the pain, it felt strangely good, especially combined with the dick pushing into her pussy. It was muddying her thoughts and making it difficult for her to remember that she was pissed off at him.

"YeS! yOu WiLl gIVe bIRth tO hEAlthY fOALs." he said as he pushed his body forward. Both shafts slid all the way down to the base. Zecora grunted and cried out in a combination of pleasure and pain. Somewhere in the core of her body, between her rectum and uterus, she felt an intense surge of delight. Both cocks rubbed against that sensitive area, which made her squeal with joy. That was a weird experience for her, for she never squealed.

"This joy I feel is so strong!" she gasped. "How can it feel good when it is so wrong?"

"eNJoY iT! CHeRiSH iT! i WiLL fIll yOU wIth mY gLoRIOus SeeD!" Zecora pushed back against the cocks in time with Cere'Qul's thrusting. She wanted to better brace herself against the ground or take another position that was more comfortable for her, but she couldn't adjust herself as she was still bound by the vines. She would have asked Cere'Qul to release her and allow her to find better position for both of them, but she found it almost impossible to find the proper words.

Zecora felt two sets of teeth clamp down on her neck. It wasn't a strong bite, but sharp incisors punctured the skin. Zecora could feel something being injected into her bloodstream, based on the pressure she could feel going into her neck. What followed was pure, unbridled pleasure; the kind that hinders your thoughts and makes you think of nothing else. The venom spread throughout her body like a great warmth. her swollen black clit began to tingle, and less than a minute later it began to throb. It was the closest she'd ever come to understanding what an erection for a stallion was like.

"yOU wIll bE OUr mOst bElOvEd, lIttlE OnE." Cere'Qul's center head growled as he quickened his pace. Zecora could feel the balls pulsing as they slapped against her pubis with every thrust. Even the cock in her ass felt wonderful. Zecora felt like a virgin again, taking her mentor's meat for the first time. Her head buzzed with endorphins and her body glowed with the unique warmth that preluded a powerful orgasm.

"Your cocks feel so good in my pussy and bum!" she moaned. "It feels so good, I'm gonna... CUM! HAAANHHH!" Both holes tensed up around the cocks as she experienced her first double orgasm. Her legs trembled violently and she squirted her musky cream all over the ground underneath her. She was only vaguely aware of the cock throbbing familiarly, preparing to shoot the stallion's extremely fertile load into her, but she didn't care. Her body craved it, and no force in the world was going to stop either of them.

"rEcEIvE mY cHIldREn!" he roared as he came. His urethra was pressing against her cervix, so his thick, creamy load shot directly into her womb. The volume was incredible. It swelled up her stomach so she looked like she gained a few pounds. She could feel his sperm splashing into her asshole as well, filling her intestines and further swelling her belly. Something about getting filled like this made her feel lightheaded and blissful. It was more than she ever took inside her before. No stallion could even begin to compare to his volume!

Cere'Qul removed himself from Zecora's holes and slumped over next to her. Cumming through both cocks at the same time really took a lot out of him. After practically pissing a lake's volume of jizz into her, he was just about ready to go to sleep.

The vines holding Zecora in place went slack, and she was able to move again. A few minutes ago, she would have attacked Cere'Qul the instant she could, but the hormones from her double orgasm and whatever was in that bite made her loopy and strangely affectionate. Zecora curled up next to Cere'Qul and licked at his dicks. They had a warm, smoky taste to them. The urethrae still drooled with his cum. Zecora eagerly lapped up the salty spooge. For some reason, she enjoyed the taste. she wrapped her hooves around each member and vigorously stroked them. The limping erections very quickly shot back up, awake, active and ready for more attention from her.

Cere'Qul was barely conscious at this point in time. He was vaguely aware of Zecora going to work on his cocks. While the middle and right heads were quietly resting, the left head watched Zecora intently. Eventually she looked up and their eyes met, and after a moment's pause, they leaned in to share a deep, passionate kiss. Their snouts made it a bit awkward, but it was nonetheless hot for them.

"shOw mE whAt yOU cAn dO wItH thAt mOUth oF yOUrs!" he said as he drew his head back and continued to observe her. Zecora returned her attention to the two throbbing dicks. She swirled her tongue around the ring-shaped meatus. All three heads stirred from having that very sensitive place stimulated. Seeing the effect it had on the cerequine, Zecora did the same to the second cock. Her efforts were rewarded with a faceful of precum, which gushed out in a solid clear stream and coated her face. She licked off the goo, finding it to taste very sweet, yet salty at the same time.

"Mmnnn, it's so tasty. Do you have more for me?" she asked.

"kEEp lIckIng aND fInd OUt!" Cere'Qul replied. Zecora continued to service both cocks. As much as she wanted to plant herself on them again, she was tired from her first go with him, and couldn't exert much more energy than she currently was. It suited her just fine, though. She loved the taste of his cocks.

Zecora alternated between licking the meatus and stabbing the entrance with her tongue. She didn't achieve any penetration, but based on Cere'Qul's reaction, it felt very good to him. The dicks throbbed violently, threatening to erupt at any moment.

Zecora stood up and guided the bottom cock to her pussy lips while the top one pressed against her stomach. She let it sink all the way into her, where it pressed against her cervix again. She wiggled her hips back and forth while she serviced the top cock, taking the tip into her mouth and sucking on it like a lollipop.

Cere'Qul groaned loudly as he came, shooting thick ropes of sperm all over and inside Zecora. His volume was no smaller than the first time he came only a few minutes before. Zecora's eyes rolled in the back of her head, feeling the fresh new load splashing inside her. Despite the lack of stimulation since her last orgasm, it was enough to push her over the edge again. The cum he shot into her mouth was as thick as molasses. Zecora was immediately addicted to the taste. She also loved how it felt on her skin, and she moved the cock around to coat as much of her body as possible.

When she was done, Zecora's entire front was coated with his jizz. Her womb was once again swimming with the stuff, and she felt a warm glow in the core of her body. Cere'Qul's left head's eyes were glazed over and his tongue flopped out. Zecora worked his cock like magic. It didn't take much from her to blow his load. Because she was the only mare he's been with so far - and for that matter, the only mare he's even seen - he didn't know if the others were this good. If they were even half as good as her, he was going to like it here.

* * *

"Dear Zecora, my scouts have informed me that the mysterious ruins have just as mysteriously disappeared from the lands. I do not know if you managed to investigate them in time, but if you have, I eagerly await your report on the matter."

Princess Celestia was in her private chamber, reading aloud the letter to Zecora as she wrote it. It was nearly two weeks since she sent the first letter regarding the ruins. As the reigning princess for over several thousand years, she was very familiar with the landscape and people, so this sort of thing did not go unnoticed for her. Her duties prevented her from investigating it herself, and of course she liked to hand off such tasks to her loyal subjects like Twilight as part of their training and development.

There was a sudden disruption of spacetime in the dead center of Celestia's room, which made her drop her quill and paper and take a step back in surprise. At first, she thought it was her sister Luna, who was the only pony who would dare barge into her room uninvited and unannounced. However, she sensed a different presence emerging from the rift; an familiar and unpleasant presence. Her expression darkened.

"Discord?!" she exclaimed as the chaotic entity entered her room. "What are you doing out of your prison? How did you break out-"

"There's no time for that." Discord said. He sounded unnaturally concerned. "Tell me, Princess, has there been anything unusual going on, lately?"

"Not anything in particular."

"Be honest with me. This is a serious question. When have you ever known me to be serious?" Truth be told, Celestia didn't like the idea of Discord being serious. When he was out and uncontrollable, Discord merely playing around was already a severely dangerous threat, but he didn't really have any ambitions beyond doing what he wanted. Should he actually develop a malicious streak, there was no telling what kind of destruction he could cause to Equestria.

"Well, there were some strange ruins that appeared up north. I ordered one of my subjects to go investig-"

"Where!? You must tell me where right now!" That was a first. Discord sounded genuinely concerned, almost... in a panic?

"What is it to you?" Princess Celestia asked.

"I've been around a lot longer than you'd think. I also used to have minions, and I thought they were all dealt with the first time you banished me."

"Are you saying this is your doing?" Discord rocked his head back and forth.

"...Y~es and no. He was one of my first minions, and an incredibly untamed one at that. I planned to fix him at a later date, but then you sealed me away, and, well... I forgot about him until now."

"Is he dangerous?"

"Possibly. After what I did to him, he is but a shadow of what he once was, but nonetheless still dangerous."

"Oh... that might be a problem, then..."

* * *

"Why are we heading into town, again?" Cere'Qul asked, tailing behind Zecora. The thicket of trees gave way to reveal the quaint town of Ponyville. From where they stood, Cere'Qul could see that most of the houses were artificial constructions, rather than being grown out of trees like Zecora's hut, though a few looked like they were, far off in the distance. Ponies of many colors went about their business around town, and Cere'Qul immediately felt out of place. He easily towered all of them; until now, he just thought Zecora was smaller than normal, but after seeing other ponies he realized that he was the anomaly.

"We need some ingredients for a potion." Zecora explained. "So you don't chafe when we're in motion."

"Works for me, I guess." He wasn't even going to pretend to know what she was saying. Living with her for the past week and a half, he still couldn't figure out Zecora's cryptic words, and she hardly went out of her way to explain the meaning of her words. He was still trying to figure out how they even got together. He just woke up one morning and there they were, banging like wild rabbits. Worked for him. After spending so long in the Void, he forgot the warmth of a good mare.

A flash of light struck the ground some distance in front of them, kicking up a huge cloud of dust. The impact was powerful enough that they could feel the shock wave travel through the ground under their hooves. Other ponies whinnied in shock and made a run for it.

"What is this anomaly that causes the ponies to flee?!" Zecora exclaimed. Cere'Qul was frozen in place as he sensed a familiar presence. He couldn't quite place it, but whatever it was filled him with intense dread.

"So tell me, Cere'Qul. How did you manage to escape your imprisonment?" a voice asked from the dust cloud. The wind swept the obscuring screen to reveal a long snakelike abomination composed of many different animals. There was nothing even remotely symmetrical about him.

"Who are you?" Cere'Qul asked.

"You don't remember me? I figured as much. It has been, what, ten thousand years? Of course for you it would have felt far longer than that. It's remarkable you're even coherent." His voice was low pitched, and he spoke with the air of royal pretentiousness.

"What are you talking about? Imprisonment... you don't mean?"

"You really are slow, as usual. I am the one who put you there in the first place. I didn't mean to put you there for so long, but other matters got in the way."

"You... what?" Zecora looked over at him and noticed his mane was flickering again. His body was also trembling.

"If it makes you feel any better, you won't have to live with the torment for much longer. It's time for you to go." the chaotic creature held a claw up, palm extended out at Cere'Qul. A bright orb of pulsing energy formed in his hand, then glanced over at Zecora. "Zebra, I would stand clear of him if I were you. This is going to get me-OUGHH!"

A massive fireball propelled at Discord at such high speed that Zecora couldn't have told where it came from if it weren't for the trail of flame left in its wake on the ground. Discord was engulfed in the fireball and sent flying back with it, where it exploded in an enormous fireball. Zecora looked at the source of the fireball. Cere'Qul stood at its creation point. His two extra heads were back, his mane lashing violently like a brushfire and his body glowing with internal heat like an active volcano.

"yOU sOn oF A bITch!" he shouted. "yOU wErE thE onE wHO sTOlE mY lIfE! mY hArEm! mY mArES!"

Discord flew out of the explosion and fired a salvo of magical balls that spread out and carpeted the entire area around Cere'Qul. Zecora made a run for it, just barely dodging the magical explosions. Where the magic bolts hit, the area turned into chocolate. Cere'Qul, however, threw up a barrier that stopped the magic from affecting him.

"So what?! They weren't even yours to begin with!" Discord retorted before firing a second salvo. Cere'Qul fired his own array of magical bolts, each one neutralized the other in midair. Through the colorful explosions, Discord charged through and looped around to whack Cere'Qul across the face. The impact must have been more powerful than it looked, as he was sent flying back into the thicket of trees. The roof of the forest trembled and some trees off in the distance fell over as his body punched through them like balsa wood. Discord lay in pursuit, snaking through the trees in a circular sidewinding pattern through the air. He followed the path of destruction Cere'Qul's body made through the Evergreen Forest. He reached a clearing near a river, where the trail ended. Discord looked back and forth for his quarry, but he was nowhere to be found. He must have fallen in the river. Born from efreeti blood, water was his primary weakness. It cooled down his internal body temperature and stripped him of his powers. The problem was when he was charged up like this, it would require a large amount of water, and even though he could cool the temperature to just below freezing, it would take a while before he could strip all of Cere'Qul's power.

Wait a minute. He could use magic. Why was he worrying about this?

Discord saw something in the corner of his eye moving fast towards him. He leapt out of the way just in time to avoid being broadsided by a boulder the size of a small house. It barrelled across the river and demolished several trees unfortunate enough to be in its way. Cere'Qul came charging out of nowhere. Floating next to him was a large blade carved out of stone. He scraped it across the ground, creating large dashes in the ground as he lunged at Discord. He tried to make a swing at him, but it struck an invisible barrier just inches from Discord's head.

"That all you've got?" he asked casually as Cere'Qul strained to break through the shield. "You really have become weak in your imprisonment." He swatted the blade aside with one arm and grabbed Cere'Qul's middle neck with the other claw. He whipped around several times and threw him across the clearing. Cere'Qul bounced against the ground several times before falling over the edge of a cliff. He managed to stop himself from spiralling off uncontrollably into the void, then levitated back up to the top of the cliff. As he crested the ledge, however, he had to quickly dodge another array of magic bolts from Discord. He landed on the ground and retaliated with a jet of flame from all three heads at once. Discord didn't even attempt this time to dodge it. As the fire caught the grass, bushes and trees ablaze, Discord charged straight through the flames. With an upward slash, he summoned forth three columns of rock that punched Cere'Qul under the chin, launching him back over the cliff edge. This time, however, Discord lunged forward and grabbed his hooves, then wheeled around, spinning him around like a tornado.

"It's time for you to COOL OFF!" Discord shouted as he loosed Cere'Qul directly at the river. He made an enormous splash that easily dwarfed the treetops and sent out shockwaves across the earth several tens of meters from the impact site. Following the splash was an eruption of steam, but Discord knew that wasn't going to be enough to stop the beast.

Cere'Qul burst out of the water and let out a deafening roar that sent flocks of birds flying out from the forest in terror, the ones who weren't already fleeing from the expanding brushfire. The flames coming off Cere'Qul's body were more violent than ever; it seemed that getting dunked only pissed him off.

"I WILL MAKE YOU PAY FOR EVERYTHING YOU TOOK FROM ME!" Cere'Qul bellowed before charging at Discord. He didn't break stride even as he saw large columns of water breaking out of the ground and snaking over to him. There were dozens of them, each thicker than his entire body. They lashed out at him, striking with a subzero bite that sapped away his anger and by extension his power. It wasn't all at once; each lash took away bits at a time. He still had the ability to fight back.

Cere'Qul fired an arc of lightning from his back that jumped from one current of water to another, trying to make its way to Discord. By the time it managed to make contact with him, however, it lost all its potential, and barely affected Discord at all.

"D-dam~miiit." he hissed just before being overwhelmed by the freezing water. His two extra heads dissipated and his mane turned back to the normal off-white color again. Discord engulfed him completely in the water, molded it into the form of a ball, and flash froze it. Cere'Qul was immobilized in the center of the giant orb of ice, not dead, but not in a pleasant state. Discord threw the orb at the ground, where it shattered into a thousand pieces, leaving a crater where it struck. Cere'Qul was a crumpled heap in the center of the crater. Discord landed on the very edge of it.

"I'm done toying with you." he said, holding out a claw. He summoned gigantic levels of energy that electrified the air around them. "Sorry to do this, but you're simply too dangerous to keep around. Goodbye, Cere'Qul."

Discord fired a titanic column of energy at Cere'Qul, engulfing him completely. The energy beam sliced a path clean through the forest, turning everything in its path to ash. It went on for miles, leaving nothing but desolation in its wake. Where Cere'Qul lay, there was nothing, not even dust. It was over.

Discord let out a heavy sigh. He acted with a heavy heart. Cere'Qul was one of his greatest creations, and his greatest failure. It was for the best that he died rather than let him run loose across Equestria again.

Rain cloud suddenly converged overhead at an unnatural pace and let loose a heavy rainfall that extinguished the forest fire. Shortly afterwards, Princess Celestia landed next to him, looking angrier than he ever saw her before.

"What the hell, Discord?" she exclaimed. "I didn't know you planned on killing him!"

"I did what had to be done, your majesty." he said, sounding condescending when he addressed her.

"By nearly destroying Ponyville and the entire Everfree Forest in the process?"

"Only one person died today, and they were my intended target. If I let him run free, you have no idea the possible destruction he could have caused."

"If he became that big a problem, I would have taken care of it."

"Humph. I doubt it." Discord took flight, hovering some tens of feet above her. "Trust me, Princess, he's better off dead. Not everything can be turned with the power of friendship."

"Where do you think you're going?"

"Cancun? Fillydelphia? I don't know. Any change of scenery would be nice after spending so long cooped up in that statue. Don't worry, I'm not looking to cause problems anymore. I just need a vacation." With that, he took off, breaking through the clouds and disappearing out of sight. Celestia shook her head and turned her attention to the remains of their battleground. It would take several weeks of magic and hard labor to fix all this, even with her assistance. The trees themselves would need to regrow naturally, and that would take several years. She wasn't sure what to tell the ponies back at Ponyville. They didn't need to know such brutality, but at the same time, she needed to tell them something to put their hearts at ease.

Chapter 2 - Recovery & Discovery(Flutter,Pinkie,Ms.Cake)

We are still alive.

Can We be so sure?

We feel pain. We did not feel pain before.

In the Void? We are right.

He stole Our mares!

We know.

He also destroyed Us.

The first or second time?

Both times.

Did We lose the new mare?

We can not be sure here.

Question is, where is here?

* * *

Fluttershy was in the living room of her house feeding the animals. There was a huge lump in the sheets of her bed in her bedroom, hiding the injured form of a black stallion she found near the edge of the forest. She didn't know who he was or where he came from, but he was injured, so she saw fit to nurse him back to health as she would any other member of the forest.

The animals were all very skittish, perking their heads and ears up at any strange or sudden noise. Fluttershy couldn't blame them, a few days ago, there was some sort of activity at the other end of town. Details about what happened were scarce and varied, but even amongst the chaotic narrative, there was a common thread that tied them all together. There was a stallion with three heads, possibly magic involved, and who may or may not have been Discord. Fluttershy and the rest of Ponyville had enough of his lot when he originally broke free and tried to corrupt the Elements of Harmony. She didn't know if she could handle any more of his shenanigans.

Whatever the truth of the matter may be, the rest of the Mane Six or anyone else for that matter never came asking for help. She took that as a sign that someone, probably Princess Celestia, dealt with Discord without her assistance, and that was good enough for her. The past few days since the first explosions she heard were spent under her bed. It took all of her willpower, and the angry goadings of Angel and his hungry belly to extract herself.

Yesterday, she finally gained the courage to venture outside. The damage didn't seem too bad from her house; fortunately, as was stated previously, the incident occurred on the opposite end of town. Her curiosity, despite her best interests, demanded that she get a closer look at the devastation.

As foreboding as the Everfree Forest was, it was even more terrifying to see the untamed wilds split in two by an unknown force and ravaged by a fire so great it took all the clouds from half of Equestria, raining nonstop for the past half week to put it out. Ponyville, as a side effect, had to endure minor floods, but that was a small price to pay to see the fire extinguished.

What was even more disturbing was Princess Celestia's silence on the matter. Usually she came out and said something to put their minds at ease, even if it was in her own unique way. Even an anecdote would have been better than nothing at all.

As Fluttershy looked over the ruins of the forest devastated by the fire, she found a stallion at the end of the giant fissure, severely injured, but alive. With the help of all her animal friends, even Angel, she was able to haul him back to her house where she spent the past two days nursing him back to health. He was still alive, but he didn't regain consciousness once the whole time. Until now.

Fluttershy's ears perked up when she heard her patient stirring in the bed, causing the wood to creak in protest. She hopped to her hooves and galloped over to check on him. To her excitement - as much excitement as she could show - his eyes were open and he was staring right at her.

"Oh, wait right there! I will get you something to eat!" Fluttershy hurried away to the other side of the house, where she sliced up several apples on a plate and brought them back to him.

"For me? Thanks." The stallion said weakly. Fluttershy put the plate next to him, where his tongue lapped up the slices one by one. "Mmnn, how did you know apples were my favori-"

"No no, we can talk after you've eaten." Fluttershy insisted. She was incredibly soft spoken, almost a whisper. "You need to get something in your belly after being asleep for several days."

The stallion nodded his head and continued eating without hesitation. Fluttershy looked back at the animals she was tending to, making sure they were eating their foods as well, particularly Angel. The stallion finished the apples in a few minutes, and Fluttershy moved the plate to the nightstand.

"Did... you rescue me?" he asked.

"Well, with a little bit of help." Fluttershy replied. "You were really injured. Were you really in the middle of that fire?"

"Fire?" The stallion tried to think back to what he last remembered. He remembered a zebra, wondering why there was even a zebra so far away from her homeland, and then explosions, a fire, a flash of light... next thing he knew, this banana-colored mare was staring at him.

"There was a big, big fire in the Everfree Forest." Fluttershy explained. "I've never seen anything like it! No one has!"

"I sort of remember the fire, but that's about it." he said.

"Speaking of which, I need to redress your wounds." Fluttershy said. She flung the bedsheets back and began unwrapping his bandages that hid away the second and third degree burns over a sizable chunk of his body. When she removed them, however, she found virtually no trace of his injuries.

"What? How did..." she whispered, brushing a hoof across the surface of his body. The fur was burned away only a few days ago, and his skin covered with nasty burns. Not only were the burns gone, but his fur fully grown back as well. "How is this possible?"

"What's wrong?" The stallion asked.

"You were very badly injured when I found you," Fluttershy said. "But that was only a few days ago. How did you heal so quickly?"

"I dunno. Guess I just heal fast." The stallion slowly sat up, wincing as his entire body ached. "Thank you for looking after me. The name's Cere'Qul."

"Nice to meet you, Cere'Qul. My name's Fluttershy. What brings you to Ponyville?"

"Huh? How do you know I'm not from around here?"

"Everyone knows everyone in Ponyville. Are you visiting someone or just passing through?"

"I... don't remem-"

You came to live here.

"I came to live here." he replied.

"Oooh, we don't get many new ponies, we're such a humble little town. I should introduce you to my friends. They'll all make you feel welcome here."

"Yeah, that's... that'd be nice." Cere'Qul strained as he tried to get out of bed. It was starting to come back to him, why he was here. He remembered Discord, getting his strength sapped away, getting hit with a giant wave of energy. That should have killed him.

Thank Us later.

"What do you do around here?" he asked.

"Me? I take care of animals." Fluttershy explained. "That includes ponies if they ever need help, like you."

"Huh, I see." Cere'Qul said as he shuffled his way over to the animals in question in the room. They were an assortment of creatures; birds, squirrels, other miscellaneous rodents, but the one who stood out among them was a snow white bunny. He was a tiny little runt, yet he stared down Cere'Qul like he was a lot bigger than him. Cere'Qul could step on him and win in a fight, but the boy had spunk to challenge him like that.

She is a motherly figure. She would make a great addition to Our herd.

"I just noticed, you don't have a Cutie Mark." Fluttershy pointed out.

"A what?"

"A Cutie Mark." Fluttershy turned to her side and pointed at the three butterfly print on her flank. "All ponies get one when we reach adolescence. It defines our personalities and what we aspire to do when we grow up. Even Princess Celestia and Luna have one."

"Huh. I guess we don't get them where I'm from."

"Where are you from, anyways?"

"I... I'm from... hmm."

It's not important.

"It's not important." Cere'Qul replied flatly. "Uhh, do you have more apples, if it's no problem."

"Oh, no problem at all." Fluttershy said, grabbing the plate and heading back over to the kitchen area. "We have plenty of apples around here. My friend Applejack's family owns a big apple farm just outside of town. If you're looking for work, you could help them out. It's a big orchard, and they could always use more helping hooves."

Fluttershy brought back several more apples, this time not cut. Cere'Qul chomped on them. They filled the hole in his stomach very nicely.

"Where I come from, apples are a rarity." Cere'Qul said. "How are they so plentiful here?"

"I don't know. They just are." Fluttershy replied. "What's your homeland like?"

"Dark skies, barren wasteland for the large part. The most defining thing I remember about it were the gouts of fire that erupted from the ground frequently. Something about an underground deposit of gas. I don't know much else about it."

"It sounds like a horrible place to live, I hope you don't mind me saying."

"Honestly, it is, but again, not important."

She is soft. Fragile. She would break under Our slightest touch.

But she has the motherly instinct We seek.

Our first mares need not be perfect. Indoctrination first, then perfection.

Do We think she will survive the process?

A better question is if she'll remain sane afterwards. A broken mare is no good to Us.

Ask her, Pride.

"Do you have anyone... important in your life?" Cere'Qul asked, surprised himself at the question spontaneously popping up in his mind.

"Important? Well, my friends are very important. And animals, too, especially Angel." Fluttershy leaned down to nuzzle Angel on the cheek. He didn't look particularly happy about it.

"No, I mean like a boyfriend, or a mate."

Fluttershy's face flushed a very deep red and she lowered her head and looked away from him.

"Oh... uhhh, no, no mate at all." she said, though her voice dropped to so low a whisper it was almost impossible to hear, even with Cere'Qul's heightened senses.

"Would you want one?"

"I... huh?!" Fluttershy's eyes widened, and she blushed and looked away from him. "I-I don't know. I mean, it'd be nice to have one, b-but I don't think I'm old enough for a mate."

"Nonsense. If it fits, you're old enough." Cere'Qul sat down and adjusted his body so his crotch was visible to her. Fluttershy never looked at it in the last few days that he was here, but now she was aware that he had not one, but two cocks! They were flaccid for the moment, but were visibly erecting by the second! Her blush deepened.

"I'm... not sure about this..." she whispered. At the same time, she could smell something strong and musky in the air. It smelled strongly of spice and a burning forest, and for some reason, Fluttershy could not get enough of the smell. It was both frightening and alluring.

"What would I do with two?" she asked, not directed at him or anyone in particular. More like a musing question out of casual curiosity. Either way, Cere'Qul knew what she was referring to, and he stood up and trotted over to her. Angel and the other animals backed away. Angel still had that expression like he was trying to burn a hole through Cere'Qul, but it was faltering. He wasn't the target of Cere'Qul's affections, so the wave of lust that swept over Fluttershy didn't apply to him. Instead, the only thing he felt was sheer, overwhelming fear. His staredown with Cere'Qul eventually faltered, and he fled the house along with the other wildlife creatures.

"You can do all kinds of things with two." Cere'Qul said to him, paying no mind to the mayflies fleeing his presence. His interests lay exclusively in Fluttershy.

"What do you want me to do with them?" she asked.

"Lick them, plant yourself on them, whatever you want." He answered.

"I... don't think I'd like the taste." she said. "Maybe I want them inside me. But two?"

"They'll fit, and it'll be quite a surprise for you."

Huh. This is easier than We thought.

Ease up on the throttle, Lust. She might start losing brain cells, at this rate.

Fluttershy lay down submissively, and Cere'Qul stepped over her. His hips were already bucking back and forth with anticipation. This was the easiest lay he had in quite a while. Zecora put up a fight, but that was mostly because his powers were greatly diminished, being sealed away for so long, and before that, what little he could remember the mares just fell head over hooves for him.

Cere'Qul pushed both his cocks against Fluttershy's plump pussy lips and asshole. She snapped out of her trance when she felt the shafts squeeze into her. She was a virgin and never pleasured herself, so she didn't know what it would have felt like to have normal sex, much less getting an extra cock in her back door.

Fluttershy let out a very high-pitched squeal as the cock in her pussy tore through her hymen. Her vaginal muscles, along with every other muscle in her body, tensed up. Her asshole felt like it was getting torn in half. Everything about sex was painful so far. How could so many ponies love it!?

"No! Pull out of me!" She cried out. "It hurts!"

"Don't worry, it's about to feel much better." Cere'Qul assured her. He pushed further into her until he pressed against the entrance to her womb. It was still painful for her, but at the same time, his cock brushed against a sensitive part of her insides that took her breath away. It tingled an area underneath her stomach that felt strangely good.

"Hnnhhh!" she moaned. She wanted to get up and escape from the strange sensations, but Cere'Qul pressed his weight on top of her and she couldn't move from her spot. The burning in her asshole subsided, and what remained was a perverse, primal pleasure. It worked with the pleasure she felt in her pussy that made her heart flutter and her eyes roll in the back of her head.

Once the shock wore off, whatever strange influence that affected her mind earlier came roaring back. It awoke something even more depraved within her. Was it always there? Whatever the truth of the matter, Fluttershy knew that she enjoyed getting fucked by this strange stallion with two cocks. She enjoyed it, and she didn't care who knew it.

"Ooh yes!" she exclaimed. "Yes! Please keep fucking me!"

The more Cere'Qul threw his meats into Fluttershy, the more she felt it was right, like it filled a hole, both literal and figurative. It filled her with a unique warmth that no hearth could match. And that warmth was getting hotter by the second.

What she didn't see was Cere'Qul's other two heads forming out of fire on his shoulders. As part of his transformation, both his cocks throbbed and swelled an extra inch in girth and a few more in length. Fluttershy squeaked underneath him as her holes were stretched out even further to accommodate him.

"YeSSs! YoU wIlL bE oUr fIrST tRUe mARe!" they growled, their voices distorted, but Fluttershy was so lost in her own bliss, she didn't register anything he said, nor did she care to.

"UHHUUHH! I feel so wa~rm!" Fluttershy moaned. "The warmth is so much! It's... it's over-FLOWING!" Her eyes rolled in the back of her head and she stamped the ground as she experienced her first and double orgasm. It made her body, her pussy, and her asshole numb. She contracted around Cere'Qul's dicks, which made them feel even larger than they really were.

"ACcePT oUr gLoRIoUS SeeD!" Cere'Qul's three heads shouted as they came into her. The volume would have been overwhelming even for a mare used to the amount a rutting stallion could pump out. Her womb and tubes were filled to capacity almost immediately, and the excess gushed out of her. Her asshole, having a much greater capacity, was able to take it all. Her stomach swelled out to accommodate the warm sperm, and once he was done, she looked like she either packed on a few pounds or was a few months into her inevitable pregnancy.

Cere'Qul removed himself from Fluttershy's holes, and she clenched her muscles, trying to keep the stallion's spooge from spilling out and staining her floor. With what little control she had, Fluttershy, in a moment of clarity spurred on by the familiar, disgusting feeling in her ass, ran outside to empty her bowels of all the spooge that was poured into her.

Cere'Qul, feeling lightheaded after his orgasm, laid down to recuperate. The room was wobbling and uneven like he was on a galleon in rocky waters. It was a good thing he wasn't seasick or he would be blowing apple chunks all over the place.

We think you went overboard, Lust.

We are sorry. It has been too long since We last had a mare. This way, even if We are separated from her, Our seed has already taken root.

But We also mated with the zebra. We did not do this then.

Yes, but there is no guarantee the seed has taken root in her.

Cere'Qul's heads looked around the house. It was a nice house, considering that it was built into a tree. It was also that very nature that made it uninhabitable for him. A loose spark would burn the whole place down, and he was a walking tinderbox.

Fluttershy came back in, her stomach recessed a bit back to its normal state. She was stumbling to find proper footing as she made his way over to Cere'Qul. All three heads grinned as they saw their corrupted sperm starting to take its effect. Fluttershy collapsed next to him, nuzzling her head against his. Her skin, mane, and sclera all darkened in tone just slightly enough so that, while it wasn't noticeable from a distance, one would be aware that light didn't reflect off her body normally.

"You made my insides feel warm." Fluttershy cooed. "I think I like the idea of a mate."

"tHaT'S A GoOd mARe." Cere'Qul said. "gIvE uS STroNG hEaLTHy fOAlS!"

As they rested, Fluttershy's eyes drifted down to between his legs at the two cocks that were still semi-erect. They were covered and dripping with cum. Normally, she would have been disgusted by it, but influenced by the corruption of the sperm in both her holes, she didn't even give warning before she moved her head down between Cere'Qul's legs to take one of them into her mouth.

Cere'Qul grinned as she cleaned his cocks. She eagerly lapped up his cum, then closed her lips around one of the tips to suck it off. As far as blowjobs went, it was pretty casual, and Fluttershy already showed herself to have little to no experience with sex in general, but Cere'Qul was pleased to see her giving in to the corruption he planted within her.

Fluttershy tongue slammed against the end of his dick as she sucked him off. He was large enough to puff out her cheeks. What was it about the taste of his cock and seed that was so addicting to her? It smelled and tasted like a brushfire, but for whatever reason, it was appealing to her, and she wanted to taste his raw seed more than anything else at the moment.

Cere'Qul trembled and squirted out a half pint of cum from both his cocks. The one that wasn't in Fluttershy's mouth sprayed its load over her flank. She gulped down the seed that splashed into her mouth. Her head felt like it was burning up, almost like it was on fire as well! It soon passed, and she found her mind even further entrenched in lust and desire to please this stallion. The fact that he even had three heads was just a normal thing to her now, though she wondered why a three headed creature would only have two penises. Ultimately, though, it didn't matter. Fluttershy was happy to have such a wonderful stallion for a mate.

* * *

Being summoned back to Canterlot on such short notice gave Twilight little time to pack. Celestia's letter was curt and to the point, skipping all formality and ordering her return to the castle. Spike remained behind to continue overseeing the recovery effort.

The guards at the entrance to the palace let Twilight through without question, where she made her way to the throne room. Inside, she found Celestia sitting at her throne.

"Princess Celestia, what's going o-"

"Hold." Celestia said, holding a hoof up for her to pause. "Guards, leave us."

The half dozen royal guards that lined the throne room broke their erect vigilant stance and looked up at the throne with expressions of confusion.

"Leave us." Celestia repeated, this time with slightly more insistence. They all nodded and left through the large doors from which Twilight entered. Once the doors were shut firmly in their wake, Celestia spoke.

"How is the damage in Ponyville?" Celestia asked.

"Not that bad, all things considering." Twilight replied. "One of the few buildings, by an insane stroke of luck, ended up being the hospital. Nurse Redheart set up a makeshift hospital in a warehouse to tend to the ponies injured in the attack. All things considered, the collateral damage was remarkably low."

"I'm sure you've heard by now the rumors about Discord's return, yes?"

"Yes, but... is that actually true? I can't help but feel that ponies are just exaggerating."

"I'm afraid they aren't. We should thank our lucky stars, though, that he isn't trying to upset order like last time."

"Then what happened a few days ago?" Twilight asked. "Because that to me felt like an attack!"

"We don't know much about who or what Discord got upset at. He didn't go out of his way to explain anything to me before running off and killing someone."

"Wait, he killed someone!?" Twilight exclaimed.

"As far as I can tell, it wasn't a resident of Ponyville. He came to me and asked about any anomalies that occurred in the country. When I told him about the ruins I sent Zecora to investigate, he took off to Ponyville. This was shortly before the attack."

"Then I'll have to ask Zecora about what she found out there. And what of Discord?"

"He's assured me that he's not looking to upset the order of things like last time, but-"

"That means nothing." Twilight finished for her.

"Exactly. Being the embodiment of chaos, his words mean nothing. So far, though, he's kept up that promise."

"And what if we need to ask him questions about what happened?"

"Don't hold your breath."

* * *

Fluttershy and Cere'Qul, once they recuperated, headed out to get something to eat. Apples were fine and dandy, but Cere'Qul was also interested in trying out the other types of food this era had. His extra heads disappeared once he came down from his euphoric high, though neither of them took notice of this.

"My friend works at this shop." Fluttershy said. "She's a very good baker."

"Baker? What's that?" Cere'Qul asked.

"Oh, you don't have bakers where you're from? Umm, well, they make food called pastries, and they're very soft and sweet."

"Sounds delicious. If it's anything like the apples, I'll love it."

"Actually, some pastries also have apples in them!"

"Awesome!"

The two entered the bakery to find a pure pink pony working behind the counter. Her mane and tail were a curly mess, it looked like she just got out of bed. She grinned at the two as they approached the counter.

"Hello, Fluttershy!" she greeted enthusiastically.

"Hey, Pinkie Pie."

"Who's your friend?"

"I just met him. He's new to Ponyville." Fluttershy explained.

"Oooh, awesome! We should throw a welcoming party for him, later!"

"For now, though, we just want to get something to eat."

"Sure thing! What do you have in mind?"

"See anything you like, Cere'Qul?" Fluttershy asked.

"Hmm..." Cere'Qul looked at the display of pastries behind the glass barrier. He never saw such foods before, if they could even be called that. They did make an interesting scent in the air, however. It was sweet and thick like tar. Sweet was a rarity, from what little he could remember about the old world, much like apples. Either way, he could not make up his mind about the choices put before him.

"Uhhh, I can't decide; I've never had a pastry before. How about you choose one for me?" he asked.

"You've never had a pastry before?!" Pinkie Pie exclaimed. "Then you're in for a treat! Let's start you off with a nice apple crisp!"

"I'll have a brownie, too." Fluttershy said as she put a couple of bits on the counter. Pinkie Pie put the bits in the cash register and a few seconds later, put two dishes on the counter.

"That one's yours." Pinkie Pie said, pointing to the dish to the left. Cere'Qul grabbed it and, with Fluttershy, headed over to one of the tables up against the wall near the entrance. The apple crisp looked like it was covered in chunks of dirt, but there was a certain spice to them that told of its true nature. Fluttershy's brownie, likewise, looked like a chunk of cracked mud, but the main body was too spongy to be a byproduct of the earth.

Cere'Qul experimentally bit into the apple crisp. He immediately found that he liked it. The outer layer was hard, but gave in under the bite easily. It was also tart and, as the name implied, did contain apples.

"Holy crap, this is amazing!" he exclaimed. Pinkie Pie, watching them from behind the counter, grinned. It was a pleasure seeing someone trying out a pastry for the first time and enjoying it. Cere'Qul started to wonder if he died and gone to heaven. Rare or unknown and fantastic treats seemed to be in great abundance around here, and everyone was so bright, colorful and friendly. Unfortunately, it made him stand out like a sore thumb, with his black coat and bleached mane, but there wasn't anything he could do about that.

"I'm so glad you enjoyed it!" Pinkie Pie replied. "I made that apple crisp myself!"

"That's incredible! You should really do that for a living."

"I~ do!"

"Oh, well, then you should keep doing it." Pinkie Pie put a cherry pie in the oven and came out from behind the counter to sit down with them.

"So where do you come from, Cere'Qul?" she asked.

"A country very far away. You wouldn't have heard of it."

"Do they not have pastries there?"

"No. Most of our diet consisted of some type of weed and meat from bottom feeders."

"Aughh, that's horrible!" both mares said in disgust. "Well, thankfully you won't ever have to eat meat here. We have plenty of tasty foods."

"You don't eat meat?"

"Of course not! It's so... gross and unnatural!"

'Hmm, then I'll have to keep that in mind.' Cere'Qul thought to himself.

"Umm, look, can I dump him off with you for a while?" Fluttershy asked. "I need to go check up on Angel. He kinda ran off earlier."

"Sure thing! I'll make sure he stays out of trouble!" Fluttershy left the bakery, and Pinkie Pie went to check up on the pie in the oven. "So, Cere'Qul, what do you plan to do around here?"

"I haven't gotten that far. I guess I could help with some manual labor. I may not look it!" Cere'Qul gestured to himself. "But I'm actually pretty strong."

"If that's the case, you should look into helping out at the apple orchard. They-"

"Could use some extra hands, yeah. Fluttershy told me already." Cere'Qul finished for her. Pinkie Pie giggled and removed the pie from the oven once it was finished, and then came back over to sit down with him again.

"It's actually kind of a slow day, today. Normally we have, like, ten customers every half hour or so."

"Are pastries really popular around here?" he asked.

"Of course! I've yet to meet anyone who hasn't loved a pastry!"

"How are things so plentiful around here?"

"Plentiful? They just are! Speaking of which, do you want to have another pastry?"

"Yeah, but I don't have any money."

"Oh don't worry, it's on the house. A lot of this stuff will just get tossed out at the end of the day, but I like to save the good stuff!"

"Umm... I think I'll try that brownie that Fluttershy had."

Pinkie Pie and Cere'Qul, for the next half hour, sampled through several of the pastries that were due to be tossed. They were all alien flavors, but Cere'Qul he enjoyed them. It was definitely better than the meat. This new world was definitely better than the old one, but he still wasn't content. He needed mares, and plenty of them. Pinkie Pie was a fine mare. Maybe she would be interested in him?

They were halfway through the remains of a chocolate cream pie when Cere'Qul started emanating the same phermones that turned Fluttershy. Pinkie Pie took the empty pie pan to the trash can when it started to affect her. She stumbled and pressed her hooves up against her head. The room was spinning, and for some reason, she felt... the urge to mate? Oh no. Did she accidentally eat one of the sweets that her mom spiked with aphrodisiacs? She was supposed to keep those special orders behind the counter so they weren't accidentally served to

the public!

"Are you okay back there?" Cere'Qul asked, poking his head around the counter. "I thought I heard you trip."

"Yeah, I'm fine." Pinkie Pie replied as she stood up. "Hey, what do you say we head upstairs?"

"Why? What's upstairs?"

"My room, mostly, but there's something really cool and interesting inside!"

"Alright." Pinkie Pie went to the front of the shop and flipped a sign that said in red letters "CLOSED" so it was facing outside, and then led Cere'Qul behind the counter and up the staircase in the back of the store to the second floor. There was a hallway that led to several closed doors. Pinkie Pie went to the second one on the right and opened the door for them. Her room was full of all kinds of odd doodads that were hard, smooth, and/or made of a strange, squeaky material. Her bed, like Fluttershy's, was a very tiny thing. Cere'Qul started to wonder if there were any ponies that were as big as he was.

"Okay, now that we are nice and alone..." Pinkie Pie closed the door behind them and promptly tackled Cere'Qul, knocking him on his back with surprising strength. She rested on top of him, her hips rocking back and forth on his lap.

Well that was easy. Good work, Lust.

"I thought we could have a little fun up here; a before party. Have you ever had a before party?"

"I... don't even know what a party is." he replied.

"Oohh, so many things I'll have to show you." Pinkie Pie moved back to situate herself on the tip of Cere'Qul's dick as he erected, but to her surprise, she discovered that he had two dicks!

"Wow, you are a strange one!" she exclaimed, eyeballing the two shafts. It gave her a whole heap of ideas, and opened up a new opportunity that she wouldn't be able to do without a second partner under normal circumstances.

Cere'Qul's inner self came boiling to the surface as he watched Pinkie Pie slick up his dicks with her tongue. Once he was adequately wet, she stood up and positioned herself over his shafts and sunk herself down onto them. Unlike Fluttershy, she was surprisingly loose and malleable. Both holes, even her asshole, molded around his dicks and squeezed them lovingly.

"Mmn! It's nice and tight inside me!" she moaned, rolling her hips around until her pussy lips kissed the base of his dick. "I like playing with some big toys, but I've never had the chance to have two in me at once!"

"Well now hErE's yOUr cHAnCe!" Cere'Qul said. His extra heads sprouted out as he spoke, all three heads talking in a broken, distorted manner. Pinkie Pie started bouncing on his lap enthusiastically. This took all three of them completely by surprise. As far back as they could remember, none of their mares ever took the lead. If he was to build up his reputation as an alpha, he shouldn't encourage that kind of behavior, but for the moment, it was a welcoming change of pace.

Both her vaginal and anal muscles tensed and contracted around his cocks. She had an extraordinary amount of control over them. They pulsed and squeezed him like a vice in alternating succession. It was building up a lot of intense sensations. If she kept this up, he wouldn't last much longer. Pinkie Pie had a lot of experience servicing dick, it seems. Cere'Qul decided that she wouldn't serve well as a broodmare. He wanted her to be either available at all times to ride him like she was now, or cooking those delicious foods, and she couldn't do that taking care of a foal at the same time.

"AHUAHAAHH!" Pinkie Pie squealed as she hit her first double orgasm. Riding two cocks at once was doing something especially magical for her. The way her asshole was stretched open by the shaft made the one in her pussy feel even better, or was it vice versa? Either way, it brought her to her orgasm faster than anything she did previously. She barely had enough energy to go another round, which she sorely wanted to.

"Pinkie Pie, why did you clo- THE HELL!?" Pinkie Pie turned around and Cere'Qul's two extra heads looked around her to see Mrs. Cakes, the owner of the pastry shop downstairs, opened the door to find them in this compromising position. Her expression quickly, but briefly flashed from shock to anger, and then dumbstruck as she was overcome by the wave of powerful pheromones that Cere'Qul kept releasing into the air ever since Pinkie Pie mounted him. She hit the floor with a loud THUMP.

"Mrs. Cakes! Are you alright!?" Pinkie Pie asked, though she didn't remove herself from Cere'Qul. In fact, she started moving her hips again.

"shE'Ll bE fInE." Cere'Qul said. "i hOPe yOU dOn'T miNd iF sHE jOIns uS."

"Certainly not!" she replied. "Though which hole should I give up? Hmm..." she leaned back and lifted up her legs, pulling his higher dick out of her pussy with a loud squelching noise. Mrs. Cakes lifted herself up off the ground and made her way over to the two. She was very high off the amount of pheromones that Cere'Qul put out; she didn't have a high a tolerance to it as Pinkie Pie did.

Mrs. Cakes took his dick into her mouth and tasted both ponies' flavors. Pinkie Pie rolled her hips around again, ass fucking Cere'Qul's dick as she massaged her pussy with a hoof. After licking up her juices, Mrs. Cakes took her position on the cock. Her insides were incredibly soft. If Cere'Qul knew what a marshmallow was, he would have equated it to that. Her muscles, though, did not grip him so tightly like Pinkie Pie's did.

Both women bounced on his dicks. In the midst of their passion, they held themselves in each others' arms and shared a deep, passionate kiss. The two different sensations on Cere'Qul's cocks was overwhelming for him. He never thought to have two mares on him at once, but he loved the idea. It inspired him for future mares, and it definitely would help speed up the breeding process.

All three heads roared loudly as he came into both girls. Mrs. Cakes and Pinkie Pie squealed as they felt his hot viscous torrent splash into them. Even though it was her ass, Pinkie Pie's swollen pussy lips felt like they were on fire. She pressed them into Mrs. Cakes' throbbing clit and held her tightly as they rode the wave. Mrs. Cakes didn't think about whether or not today was a safe day for her, even as her womb was filled to capacity.

Pinkie Pie removed herself from Cere'Qul's dick. Mrs. Cakes also climbed off of him and laid down next to him. She came so hard, the room was spinning! His cum oozed out of their holes all over the ground. Despite her several orgasms already, Pinkie Pie's libido was on overdrive. She continued to massage her pussy on the ground. At first she thought to plant herself on Cere'Qul's cocks again, but then she saw Mrs. Cakes on the ground next to him. There weren't going to be many chances she'd get to do this.

Pinkie Pie climbed on top of Mrs. Cakes, spreading their legs over so their pussy lips pressed together. Pinkie Pie moved her hips around so the excess spooge that spilled out of her boss stained her womanhood as well. It was very warm and sticky, and Mrs. Cakes' pussy lips were equally soft and malleable like a marshmallow. Cere'Qul's heads watched on as his new subjects entertained him. The mares nowadays were very wild and creative, once their inhibitions were removed. He could make his own porn without much coercion on his behalf. That pleased him.

As Pinkie Pie scissored with Mrs. Cakes, she felt her abdomen tingle with a most peculiar sensation. She looked down to see that her breasts had swelled considerably. On top of that, they were extremely sensitive and stole her breath when they pressed against Mrs. Cakes' own pair, which had swelled out as well.

Cere'Qul, having seen enough to get himself hard again, stood up and pushed Pinkie Pie down on top of Mrs. Cakes. His hips thrust blindly and wildly into them. He didn't care what hole he got his dicks into, or into whom. On the fifth thrust, he plugged Pinkie Pie's pussy and Mrs. Cakes' asshole. The mares held onto each other for dear life as Cere'Qul plowed into them. Mrs. Cakes' asshole was just as soft as her pussy, except it was much hotter and squeezed his dick even tighter.

Pinkie Pie moaned and tried to add her thrusts in with Cere'Qul's, rubbing her newly formed breasts with Mrs. Cakes'. The nipples erected, and when they brushed up against each other, it gave her a jolt of excitement like she massaged her clit. She was definitely going to have fun with them when she got a chance later.

"It's... so HOT and tight inside me!" Mrs. Cakes cried out. She never tried anal with her husband before. The idea didn't sit too well with her, and not only did he unceremoniously break in her black cherry, but Cere'Qul was more endowed than she was used to, and he wasn't being gentle with her. The stretching, burning sensation actually felt good to her, especially combined with the pleasant tingle from her breasts. Even though she was a panting, exhausted wreck by now, Mrs. Cakes could feel another orgasm building up; her first anal orgasm. It was like Heaven and Hell now, overwhelming bliss that she could not escape from.

Pinkie Pie gasped as she felt Cere'Qul thrust into her one last time, blowing a thick hot load into her quivering pussy. Her first creampie was deliciously warm; it gave her the feeling that she was the oven baking a delicious cake in her womb. The heat went to her head and put her in a dreamlike state as she came. The colors of the room popped out like stars in her eyes.

Cere'Qul removed himself from the two mares, who were barely conscious after their many orgasms. His lust was sated for the moment, but he could feel the libido he had so long ago come roaring back, now that it was getting the chance to exercise itself. His influence was working on the mares, and it showed. Including Fluttershy, he had three mares under his control now, four if he counted Zecora, and she wasn't sure if he even had enough strength at the time to dominate her. Hell, he wasn't even certain she was still alive!

* * *

These mares lack the proper accommodations for Us.

Indeed. They create hovels for a handful of foals. We need a palace. A castle.

One with wide open rooms for mares. Statues. Decorations that proclaim Our greatness.

Cere'Qul's mind argued with itself as he wandered out of Ponyville later that night. Fluttershy was right; it was a small, humble town, and it would not accommodate his needs without extensive modification. He headed out of town, heading north in the general direction from where he and Zecora came from after she rescued him from his prison. He continued walking until nightfall, traveling through the gigantic hole made in the Everfree Forest. Water accumulated in a small creek in the several mile long ditch from all the water used to put out the fire.

While it fitted a certain theme he was looking for, Cere'Qul decided the Everfree Forest wasn't a good place for his home. There were too many bizarre eldritch energies that would contest with him, and while he could easily overpower them, it was a persistent presence, and he didn't want to have to constantly fend himself and his herd from outside influences.

Cere'Qul continued to head further north. The sky was cloudless tonight, and he could see the beautiful cluster of stars overhead. The forest opened up to reveal the long stretch of plains where, some leagues ahead, is where his original fortress once stood.

We could always just rebuild our home in the same place.

That is a terrible idea. Discord knows where it last stood. We would not stand a chance this early.

And the terrain is vastly different from what We remember. The mountains are further away, and narrower. They would not serve a home well.

We could wander the world searching for the perfect foundation, but what if such a place does not exist?

That question inspired Cere'Qul, and he looked up into the starless sky, a wide grin on his face.

"Then we will have to make it, too."

Chapter 3 - Foundation & Fights (Zecora, Rainbow Dash, AppleJack, Fem!BigMac & Twilight)

Zecora woke up in the hospital three days after a disaster that destroyed a good portion of the Everfree Forest, and the appearance of some entity the locals called Discord. Apparently she passed out just as the attack happened, but she had no injuries, which was a miracle considering she was at ground zero, where most other ponies received burns and broken bones.

When she checked out and returned home, however, Zecora became aware of something affecting her body and mind. Her breasts in her abdomen were enlarged and very sensitive, and her thoughts were cloudy and drifted frequently to sex. Sex with one specific stallion; the one that she liberated from the dungeon. She remembered little about what happened before she passed out; the only thing she could remember was heading to Ponyville for reagents, and that's when she woke up in the hospital. There was no sign of Cere'Qul in the hospital or anywhere else. She hoped he was alright.

Her greater concern for the moment, however, was with her ill and corrupted thoughts. This wasn't any ailment she was familiar with, but it reminded her of the majini - evil spirits - that she helped exorcise back in her homeland. She was never possessed by one herself, but the normal potion she used for purging majini worked and exorcised the evil that possessed her. Possibly. It was still too soon to tell for certain.

With that out of the way, Zecora could start focusing on other things, like how she still needed more reagents. She never got around to that the other day, and making the exorcism potion exhausted what little supply she had left. The most she could do with her remaining inventory was butter bread. Maybe.

* * *

Fluttershy returned to the Cakes' pastry shop to pick up Cere'Qul. However, when she arrived, there was no one tending the shop. Curious, she flew behind the counter and headed upstairs. Surely they wouldn't leave the shop open with no one tending to the cashier? What she found in Pinkie Pie's room explained why the counter was vacant.

Pinkie Pie and Mrs. Cakes were sprawled out on the floor, completely glazed over with pungent jizz that smelled like a brushfire. They writhed on the floor and in the goop, and judging by the sounds they made, they were enjoying it. Fluttershy should have had some kind of shocked or embarrassed reaction to seeing this, but ever since this morning, she wasn't exactly herself.

"Mmhh, I feel all nice and full like a custard donut!" Pinkie Pie moaned, rubbing her slightly distended stomach.

"Your friend is really amazing!" Cakes said, slowly getting to her hooves. "Mr. Cakes is great and all, but... wow, he really plowed me through with that enormous hunk of cock!"

"Talking about Cere'Qul?" Fluttershy asked. The other two mares looked over at her. By their expressions, they didn't notice her enter the room.

"Is that what his name is?" Mrs. Cakes asked. "Is he your boyfriend?"

"Mmmm, not really." Fluttershy replied. "But he did mate with me, as well."

"With both dicks?" Pinkie Pie asked. Fluttershy nodded her head, with no clear sign of embarrassment she should have possessed. Not that the other girls even noticed.

"You took both his dicks at once?" Mrs. Cakes asked. "Oohhh, I'm so jealous! Mr. Cakes never wants to do anal with me, because it's dirty and whatnot! I keep telling him he could use a condom, but he still refuses to do it. Hope you don't mind if I borrow your friend for a while. I'd really like to try it, sometime."

"Sure, as long as you share with us."

"Speaking of which, were is Cere'Qul?" Fluttershy asked.

"I don't know. He said he needed to go think about something shortly before he left." Pinkie Pie explained. "Don't worry, he'll be fine... I think. At least until he gets hungry again."

"Then lemme buy him a few brownies. He didn't return home last night, and I'm sure he's hungry by now."

Pinkie Pie and Fluttershy went downstairs to make the purchase. A few bits lighter and a few brownies heavier, Fluttershy left the bakery to go find Cere'Qul. The only problem was, she didn't know where to start looking, but considering that he was a giant black pony with an ivory mane, it shouldn't be too difficult a prospect.

While she was searching, Fluttershy ran into Zecora outside of the alchemy shop as she was leaving, carrying saddlebags bulging with the alien ingredients she used in her potions.

"Hello, Zecora." Fluttershy said casually as they passed by, and Zecora replied with a nod. They stepped a few feet from each other when they suddenly turned around at the same time and made direct eye contact. Something unspoken passed between them, be it pheromones or just plain magic, it was unclear, but they intuitively knew that the other...

"You had sex with Cere'Qul, too, didn't you?" Fluttershy asked.

"An astute observation." Zecora replied. "But is that how you start a conversation?"

"Oh, I'm sorry." Fluttershy murmured, turning away slightly.

"No worries; it is fine. So how are you, dear friend of mine?"

"I'm just looking for Cere'Qul. I don't really know where he went off to. I hope he's alright."

"Where he is, I cannot say, though I believe he'll return today. Be patient, friend, do not cry. I feel he'll return to you, Fluttershy."

"Thanks. I feel a lot better hearing that." Fluttershy said. Zecora was about to leave again, but then reached back and grabbed a bottle from one of the saddlebag pouches and handed it over to Fluttershy.

"What is this?" she asked, eyeing the viscous purple goo inside.

"This is no mere draught for moles." Zecora explained. "Drink it for strong, healthy foals. I bought a few of these from the shop. Be sure to drink every drop."

"For foals?" Fluttershy looked up, and, for some reason, she liked the idea of having Cere'Qul's foals. If this helped with that, she'd definitely accept the gift. "Thanks, Zecora. I'll make good use of this."

"Many strong foals, I hope you'll achieve. Now if you'll excuse me, I must take my leave."

* * *

Cere'Qul didn't return to Ponyville until the next day. The hustle and bustle going on drowned out the voices in his head. Either that or they were hiding. He could still sense their thoughts and feelings, particularly one of them. His eyes darted back and forth at every mare he passed by, wondering how she would feel on his dicks, what kind of foals she could bear, and other similar dark, thoughts. He toyed with the fantasies, but he tried to prevent his dicks from erecting. The other ponies were already giving him a wide berth; if he went full mast now, they'd probably break out in a panic.

He looked to his right at a stretch of land that wasn't developed like the assortment of hovels these horses called houses, but it wasn't untamed like the Everfree Forest. The grass was clean and uniform and there were sparse trees along the path that cut through the sector. As much as he wanted to get back to Fluttershy, this new oddity intrigued him, so he took a quick detour down the path.

He walked down the path, wondering the whole while at the purpose of such a place. Ponies were just standing around, or laying on top of some tarp with loud fractal patterns that contrasted considerably from the grass, eating food. Did ponies live here?

Cere'Qul spied a unique-looking winged mare lounging underneath a tree. She had sky blue fur, but her mane and tail were composed of all the colors of the rainbow. This especially stood out when the ponies he's seen so far had about two or three colors to them. Was she like him, torn from her world by a treacherous master? She intrigued him, so he decided to introduce himself to her.

"Hey there, you're a rather unique-looking pony." he said.

"Well thank you for noticing." she replied. "I AM rather unique!" Her tone was very confident and cocksure, which took Cere'Qul by surprise. He wasn't used to females using that kind of tone. They were much different than the ones in his era, who were more subservient. But then, they were aware of the kind of power he wielded.

"You're rather unique-looking yourself." she added. "Kinda huge, actually. I've never seen you around here. Where are you from and what have you been eating?"

"I come from... a very far away country."

"Really? We seem to attract all kinds of outsiders lately. There's a zebra named Zecora that also comes from a distant country."

"Actually, I've already met her. She's the one who brought me here. Speaking of which, do you know where she is?"

"She mostly keeps to herself in the Everfree Forest, or else she's out getting more reagents."

"Last time I saw her was before... Ponyville got attacked. I was going with her to get more reagents. Can you show me where that is?"

"Sure! My name is Rainbow Dash, by the way."

"I'm Cere'Qul. Nice to meet you."

The small pegasus led Cere'Qul out of the park and into town. Rainbow Dash had a pretty sleek body, he observed. She wasn't exactly muscular, but she was well-toned compared to Fluttershy.

"So what do you do around here?" he asked.

"I'm only the fastest pony this side of the Thunderbolts!" she proudly proclaimed. "I can outrun anyone and anything!"

"Really now? You brag about that like it's a good thing. Do ponies around here value running away like cowards?"

"Hey, what do you mean by that?!" she exclaimed, taking flight to glare at him. "Going fast has nothing to do with being a coward! We race around here for fun and competition!"

"I-I'm sorry. I didn't mean to imply that you were a coward." Cere'Qul replied.

What did you say?

"It's just where I come from, we believe in a confrontation, you don't stand down unless you're a coward."

"That's a pretty... dumb... that's dumb!" Rainbow Dash exclaimed. "How did your country even manage to function?!"

"We didn't. It's not really... around anymore, but when it was, the strong ruled, and the weak kneeled. That's the way things were."

"Well, that's not the way things are around here." she landed back down on the ground and continued to lead him to where they might find Zecora. "Everyone works to help everyone else. We all have stuff we're good at, and other things we're not so good at, so we all depend on each other.

"What do you do, anyways?" Rainbow Dash asked. "You're a pretty big boy. Huge, actually. Have you considered working on the farm? They could use-"

"A lot of helping hooves?" Cere'Qul finished for her. "I know. Pinkie Pie suggested the exact same thing to me."

"Oh, you met Pinkie Pie, too?" she asked. Cere'Qul nodded his head. "Oh, okay."

"You know, earlier when I said you're unique-looking, I was thinking of your mane and tail. They're so... unusual and colorful, even among the other ponies."

"It's just how I was born." Rainbow Dash replied, shrugging her shoulders. "Lemme guess, where you're from, they have colors a lot like yours?"

"Yes, actually. Dark, fiery colors. The colors of flames and ashes."

"Are they as big as you, too?"

"Well... not all of them. Just the males."

"Is... everything big about you?" she asked. "I mean, it would really suck if you're larger than anypony, but you got a dick the size of a clit."

Maybe it was inappropriate for her to imply such a thing. Maybe Cere'Qul shouldn't have responded with such an extreme reaction. Something about what she said triggered something in him, and he reactively grabbed Rainbow Dash and slammed her up against nearby tree.

"OW! What the hell!? Let go of me!" she protested.

"whAt tHe fUcK dID yOU sAy?" Cere'Qul growled.

"I was just joking!" Rainbow Dash exclaimed. "You're big and all, like you've taken some HGH! (Horse Growth Hormones) You know that stuff gives you a small co-GUFHPH!"

Rainbow Dash's voice was muffled suddenly by one of Cere'Qul's massive dicks, which he shoved into her mouth. To her surprise, it was even more gargantuan than she imagined, and she was admittedly wondering just how big he was. His dark fur didn't help to make his pouch pop out from the rest of his body, and he was walking behind her, so it was very difficult to sneak a peek. Now that it was in her face, pushing itself into her mouth. Her nostrils were immediately filled up with the smell of burning charcoal. A flood of bold, smoky moisture hit her tongue.

"iS tHiS smALl tO yOU?!" Cere'Qul growled, though Rainbow Dash was unable to respond. The cock was too big for her mouth. It stretched out her lips and made it very difficult to breathe, let alone talk. She tried to scream out for help, but her voice was simply too muffled underneath his enormous body and through his thick shaft.

The worst part came when Cere'Qul began to thrust his meat deeper into her mouth. The back of her head struck the tree repeatedly. It didn't take long for her to get disoriented. At the same time, however, her mouth began to feel very strange, along with the lining of her throat.

"sUcK mE oFf, yOU wHOrE!" Cere'Qul ordered. "oR iS tHIs nOt bIG eNOugH fOr yOU?!"

"Mmpphh! MHHH!" Rainbow Dash was beginning to feel dizzy. What was going on? This was the same kind of sensation she received as she was about to have an orgasm, but it was coming from her mouth? That shouldn't even be possible, but it was somehow happening to her!

Cere'Qul continued throat fucking her. At this weird, awkward angle, he was starting to lose his balance as he neared his orgasm. His upper cock was throbbing in protest from the lack of attention, but Rainbow Dash was already beyond capacity with just the one cock in her mouth; she wouldn't be able to take in another. Despite the neglect, his second cock shot a stream of cum just as hard and thick as the one in Rainbow Dash's mouth. Her cheeks swelled out from the volume and she reluctantly hastened to swallow the goo before she risked drowning in it.

On the first swallow, Rainbow Dash suddenly felt very light headed as she experienced her first throat orgasm. Her eyes rolled in the back of her head, but thankfully her swallowing reflex was still working. Her stomach swelled out slightly, and she was starting to feel sick.

Finally, Cere'Qul pulled away from her, and Rainbow Dash slumped to the ground, panting heavily. The larger horse huffed and stood triumphantly over her. That was a lesson she wouldn't soon forget! With that out of the way, Cere'Qul looked around again. As much as he wanted to find his lost mare Zecora, his greater ambitions were suddenly brought to the forefront. He needed a castle, and by extension, the foundation for an empire. There'd be no point in rounding up the herd he acquired if he had nowhere to put them. It was an issue he needed to address now before anything else could happen.

Cere'Qul left the park and headed north, back in the direction of the mountain range. The path leading there was less pronounced as the dirt and cobblestone roads around Ponyville. When he got to the base of the mountain range, the road disappeared completely. Out of any other location he could think of to build his castle, Cere'Qul preferred the mountains. It was a natural throne overlooking the surrounding region, and the high altitude and narrow paths provided a natural defense from possible invaders. The lack of vegetation in the rocky biome also allowed him to use his stone sword with greater ease, and he didn't have to worry about loose sparks.

* * *

Very close by, unbeknownst to Cere'Qul, Zecora staggered through the forest. She had saddlebags slung over her back, carrying the full inventory of reagents she purchased earlier. While she was heading back to her hut, her hooves seemed to guide her in a completely different direction from the forest. She drifted off north near the mountains, and she didn't seem to care that she was taking this detour. In fact, she arguably had an interest in something that lied in that direction. That something was only revealed to her when she laid eyes on it, and that something was in the form of Cere'Qul.

The two of them stared at each other. Zecora gazed at him longingly, and Cere'Qul returned the stare with a mixed message of domination and affection. She was a slave to his cock, as every mare should be, but she held a special place in his heart for being the first mare in his new herd.

"So here you have been." Zecora said. "Discord, it seems, did not win."

"It takes a lot more than that to kill me. So where did you scuttle off to?"

"I fled nowhere. I looked to my side, and you were not there."

"Well I'm here, and I'm here to stay." Zecora approached Cere'Qul and nuzzled her head against his. He returned the gesture. She might be into all this affection nuzzling and stuff, but he wasn't. The only nuzzling he liked was when he was nuzzled inside a mare's tight holes.

Zecora suddenly dipped between his legs and nuzzled her cheek against his cocks. He was still semi-hard from throat fucking Rainbow Dash, and he didn't cum as hard as he would have wanted to. Once she started giving them attention, they sprouted up once again, nearly slapping Zecora across the face.

"Good to see they have not been marred." she said. "Would you like them no longer hard?"

"You know what I like." Cere'Qul replied, grinning. Zecora got right to work, rubbing his lower cock with her hooves and servicing his upper cock with her mouth. He was still too big for her to handle, so she just sucked on the tip to get him ready. There was a sense of intimacy Cere'Qul got from the way she went around it, but it was difficult to tell if she was in love with him or just his dicks.

Zecora laid down on the ground once she got his dick properly lubed up and spread her pussy lips apart for him. Cere'Qul crouched down and rolled his hips around to feel around with his dicks for her pussy. He found it with his lower dick and moved back so he could plunge it into her tailhole, his upper cock sunk in between Zecora's breasts. He almost completely forgot that such a thing even existed! It seems that, despite their diminutive frames, these ponies could also develop some sizable mammaries.

Cere'Qul pushed his lower cock into Zecora's pussy and let his upper dick slide in between her budding breasts. Zecora understood his intentions and squeezed the fatty tissue together, wrapping his member in their softness. For some reason, the cock in her pussy felt even better than it did the first time. Her breasts tingled from getting touched by his dick and even more so by her hooves. The throbbing meatus stared at her like a large eye as Cere'Qul bounced back and forth. She had the instinct to give it a lick as well.

Cere'Qul loved how her breasts felt against his dick. They were soft, but it was a drier, more malleable softness than her vaginal muscles, which had a moist, velvety grip on his cock. Yet, unfortunately they were not big enough to fully wrap around his masculinity. Maybe given a little more time, she would have mammaries big enough for him to lose himself in.

That can be arranged.

A sudden tingling sensation in his upper cock caused Cere'Qul to paint Zecora's face and stomach with his precum. The zebra licked and gulped down as much of the sticky volume as she could. A few seconds after she did, her breasts suddenly increased in size by another few inches. They also seemed to become more sensitive as well; Zecora could feel a slight tingling sensation throughout her breasts; almost like she was having a miniature orgasm. For Cere'Qul, having his member buried even deeper between the folds of Zecora's breasts was an incredible feeling. Immediately he knew he had to have a breast mare in his herd; a mare dedicated to rubbing his cocks with her giant udders.

Cere'Qul shivered as he tumbled over the edge, shooting his rich, fertile load all over Zecora's face and stomach. It wasn't much, as it was too soon still since his last orgasm while teaching Rainbow Dash a lesson, but it was enough to paint Zecora white. After he pulled his cock out of her, however, his semen magically disappeared, absorbed into her body, and the connection he felt with her strengthened.

"Welcome back to the herd." he said, though his voice didn't feel like his own when he said that.

"Now that I am back with you, what is it we now do?" Zecora said, her tone a little flirty.

"We need to find a place to start our new kingdom. I like the mountains. We're going to start there."

Zecora nodded, and Cere'Qul led her into the mountains. After a half hour of exploring, they came across the open mouth of a cave, but Cere'Qul could immediately tell that it wasn't a natural landmark. For starters, there were support beams that lined the interior, and several tools, broken and otherwise, in a small pile next to the entrance. With his mind on mining, Cere'Qul realized that building inside of the mountain would be an even better option. A fortress on the mountain peak would still be susceptible to aerial assaults, and ponies around here had apparently evolved over the millennia to develop the gift of flight, something even he was incapable of. He was pretty certain they weren't as proficient with digging, as they looked to be remarkably frail and unsuited for intense physical labor.

And by the smell of it, whoever owned this mine wasn't an equestrian.

"Stay out here." he ordered Zecora. "It might not be safe inside."

"For my safety, you need not fear." Zecora replied. "But if you insist, I'll wait out here."

Cere'Qul ducked his head under the support beams and trundled into the maw of the mine. Whoever made this tunnel was digging very greedily. Not too far into the tunnel did it suddenly open up wide and tall enough for Cere'Qul to stand erect in. There was plenty of headroom to spare above him. He wasn't a geological expert, but it couldn't be safe to dig out an enormous volume of rock and expect it to still stand without some reinforcement.

Deeper into the mine, Cere'Qul could hear the sounds of toil echoing off the walls from one of the many tunnels that branched off from the main one. His superior hearing enabled him to discern which one it was. He moved down the chosen rocky corridor. The tunnel bended and weaved around in unpredictable, chaotic patterns, which probably didn't do much for the rock's structural integrity. It was mindlessly counterproductive. There was something the miners were interested in, and they were searching for it with self-destructive zeal.

Rounding another corner, Cere'Qul found himself staring at the mysterious miners. They were dogs, of all things. Such creatures in his era were dumb hunting beasts. The centuries were kinder to them than the ponies. They all had the same dark gray coat of fur, their features were rugged and sharp, and they walked on their hind legs exclusively. In their oddly malformed paws, they wielded heavy pickaxes, striking the earth with multiple swings. Their hunched bodies and lethargic recoils gave away their exhaustion.

"Keep going!" one of the other dogs barked. He was larger and slightly heavy set compared to his brethren. "Got another half hour before we can break!"

"Sir, I think this vein is depleted!" one of the other dogs said. "We've dug for several meters and there's no sign of even a shard of gemstone here!"

"Just keep digging! If we don't find anything before the break, we'll move onto another tunnel!"

"That's what you said two days ago!"

"Yeah? Well this time I actually mean it!"

"Again, what you said two day ag-"

"Shut it! I'm gonna go check on the boys in the other tunnel!" The foredog headed off into a smaller tunnel that Cere'Qul didn't see before.

'Gemstones?' he thought. 'Why the fascination with gemstones? They're just shiny, useless rocks. Mares are so much better than shiny rocks.' With the foredog gone, he decided to move in for a closer look. Their backs were all to him, and even with his enormous frame and considerable mass, his steps were almost silent; what little noise he made was drowned out by the din of pickaxes striking rock.

Cere'Qul's muzzle suddenly started to tickle. All the rocks being moved and hammered kicked up a lot of dust, and he ended up inhaling a large amount of it. His upper lip trembled, and he drew his head back and let out a loud, powerful sneeze. It actually upset the dust that settled on the rock walls. The dogs all jumped a foot and dropped their equipment in shock.

"Oh dog!" one of them exclaimed. "The ceiling's coming down on us!"

"No it's not!" another one replied. "Someone just sneezed! Hey, Fangblade! You there? What's going on with th- what the fuck?"

The dogs turned around to see a dark cloud hovering in the air not too far behind them. Being experienced miners, they were constantly vigilant about toxic clouds and other harmful vapors, as well as from where such malignant nebulae could erupt from the earth. Almost immediately did they realize that the mist had no visible origin from the rock.

"I'm not imagining that, right?" one of the dogs asked.

"If you're imagining it, I must be, too."

"Where did it come from?"

"Do you think it's harmful?"

The mist was as much of a surprise to Cere'Qul as it was to them. After all, he was the mist! He didn't even know he had this ability! It'd be difficult to explain what this felt like. It was almost like every part of his body encompassed every particle of mist, that his eyes, ears, hooves and mane existed in the same area at the same time.

Our powers have evolved. We are regaining the power We once had.

This is Your doing?

This was Our doing. We exist as a singular entity. This is how We control the power.

Cere'Qul felt the knowledge of the magic flow into his active mind. Almost naturally, he understood how to maneuver and control himself as a cloud of mist.

"What's going on in here?" The foredog called out, coming back down the tunnel.

"Sir, there's a strange... mist... thing here!"

"Ignore the clearly inconspicuous mist! We got gems to dig out!"

All the dogs, including the foredog, took a step back as the fog suddenly began to compress and take solid form. They immediately recognized the equine shape the mist morphed into.

"We're under attack!" They exclaimed, and readied their pickaxes to defend the mine. However, with a small burst of psychic energy, knocked the mining equipment from their hands, disabling them.

"I'm not here for a fight." he said. "Nor am I here for your gemstones."

"Then feel free to get the hell out." the foredog replied.

"Actually, I'm curious. Why are you looking for gemstones?"

"To eat them, of course!"

"Rubies are the best!" Another dog added.

"How do you eat a gemstone?" Cere'Qul asked.

"Like this!" The foredog pulled a shard of ruby out of a pouch on the belt he wore and chomped down on it. The crystalline fragment shattered under his powerful jaws, and he chewed it contently, creating a sickening grinding noise.

"I have no use for gemstones, myself, but I could make use of this mountain, and I could make use of you."

"Sorry, bud, but if you want to hire us, you gotta bring us some gemstones. Dogs' gotta eat."

"I figured as much." Cere'Qul's form shifted. His mane flared into the color and brightness of an open flame, and from his shoulders sprouted two extra heads.

"Woah, that's a neat party trick." the foredog said. "They even look real."

"We cAn aSsUrE yoU wE arE reAL." The heads spoke all at once, but their voices were not perfectly synchronized, making it a bit difficult to understand them at times. Cere'Qul raised a hoof and stamped the ground. His stamp created a shockwave that reverberated throughout not just the cavern, but the mountain as a whole.

"dId yoU kNow tHaT tHiS enTiRE mOUntaIN is pEPpeReD witH gEmSToneS?" he said. As he spoke, sparkling granules began to gleam in the torchlight as they emerged from the surrounding rock and converged on one spot at Cere'Qul's hooves, forming into a perfect spherical ruby.

"Woah, that's cool! You can make gemstones?" the foredog asked.

"nO, bUt wE cAn gAtheR the pArTiCles tO thE sUrfAcE, freE of iMpuRItiES. nO mIniNG nEEdeD."

The foredog stepped forward and reached for the ruby. He sniffed it at first before popping it into his mouth and chomping on it. As he chewed on the gem, his eyebrows raised in intrigue.

"That's... incredible." he said. "There really are no impurities in it! Can you make more?"

"oF cOuRSe. We cOulD maKe aS mAnY aS you wANt. iN exCHangE, wE wANt yOU tO woRK foR US."

"For gemstones? That's fine by me. What do you have in mind?"

"We wANt a CasTle iNsIDe the mOUntAIN." Cere'Qul explained. "onE fIT foR a kINg."

"A WHOLE castle? That's kind of a tall order, but hey, as long as you supply us with gems, we'll make you whatever you want."

"gOOd. ThEn leT'S dIsCuSs wHaT wE waNT in dEtaIL."

* * *

Rainbow Dash's throat felt like it got fucked by a freight train. She didn't know how much time had passed since that giant stallion from Hell fucked her mouth into unconsciousness. She should have been angrier when she woke up, but instead, she felt a violent stirring in her loins. She found it very difficult to think of anything else.

"I... I need help." she managed to mutter to herself as she staggered out of the park. Unfortunately, the only friend Rainbow Dash could think of that could help her so close to the park was Applejack. Twilight, Fluttershy, Rarity, even Pinkie Pie could also help her, but Applejack was the closest, and even then, the walk to her farm was an arduous one. She had to constantly focus on the next step ahead of her in order to ward off the obsessive thoughts coursing through her mind.

Half an hour felt like a year to Rainbow Dash as she slowly approached the farm. The bright red and white barn stood out from the ocean of green that surrounded it. To the east, the apple orchards stretched out for miles going over the hills and beyond. Rainbow Dash stumbled down the path to the farm; she couldn't get there fast enough. When she approached the house, her first instinct was to look inside the barn. Somepony had to be inside, and if they weren't, were going to be in there shortly.

Fortunately for Rainbow Dash, Applejack was inside the barn, maintaining some equipment. She looked up at her as she entered through the open doors.

"Well howdy, Rainbow Dash." she greeted, then tilted her head. "Uhh, Rainbow Dash, you don't look too good."

"I... need your help." Rainbow Dash groaned out.

"What's wrong?

"That... son of a... bitch." she managed to say before collapsing to the ground. Applejack set down the tools she was working on and dashed out of the barn into the house. She picked up the telephone and quickly stamped out the numbers to Twilight's house.

"Twilight!" she said after the other pony picked up the phone. "We got an emergency at the farm! Rainbow Dash collapsed! Get out here on the double!"

"What happened? Is she alright?"

"I dunno, but she looks all dark and gray like when she was bein' controlled by Discord!"

"Alright, I'll get there as soon as I can!"

Applejack hung up the phone and returned to the barn with a blanket on her back, looking to keep Rainbow Dash comfortable while she waited for Twilight to arrive. Not that a blanket would do anything if this were Discord, but it was at least something.

When she got back to the barn, Applejack got broadsided by Rainbow Dash right as she stepped inside. They tumbled across the ground, and when they came to a stop, Rainbow Dash was sitting on top of Applejack's stomach.

"Rainbow Dash, what the hell are you doin'?!" she exclaimed.

"I... want you." Rainbow Dash growled lustfully. Applejack looked down and noticed that her breasts were swollen and mature, like she was a milk-bearing mother. She wasn't one to try and look at other ponies' businesses, but if this was normal for Rainbow Dash, she would have noticed long ago.

"What are you talkin' about?" Applejack asked. Rainbow Dash flipped around and spread Applejack's legs far apart, then ducked her head between them and gave her pussy lips a good long lick. Applejack threw her head back and breathed in sharply. Rainbow Dash went immediately for her clit, which was remarkably sensitive. She reactively tried to clamp her legs together, but Rainbow Dash continued to hold them apart.

"Haaaah! Rainbow Dash, stop it!" she demanded, twitching violently again as the corrupted pony continued to assault her clit.

"But it's so tasty." Rainbow Dash said. "It's like a big ol' cherry!"

Applejack didn't like to admit it, but she did have a rather enormous clit. That was probably why it felt like an electric shock every time it was touched. She also didn't like feeling vulnerable because of it, and now Rainbow Dash was abusing it mercilessly.

"Huaahhhaahh! Please stop, Rainbow Dash!" she cried out. Her pleas were drowned out as Rainbow Dash moved back and planted her hips on her face, burying her snout in her snatch. It spread apart her pussy lips, which were firm but spread apart easily, and sunk down around her muzzle. Applejack got a good whiff of her musky scent. It was a very sweet and tender smell. She also had an irresistible urge to give her a taste. Rainbow Dash's vaginal muscles squeezed Applejack's snout as she flicked her tongue out and brushed it against her cervix.

"Mmoohh!" Rainbow Dash moaned. "Yeah, that feels good!" she rolled her hips around on Applejack's snout as she continued to assault her clit. She loved how the snout felt a lot like a cock. It was short and stumpy, but it filled her up just as well without stretching her out to her limits. Some of the stallions out there could get really big!

Applejack's tongue continued to stab at and draw circles around her cervix. It felt a lot better than it should have. For some reason, everything about her pussy was much more sensitive than normal. She was obsessed, compelled, to continue grinding against Applejack's snout, and to return the favor to her.

Applejack's love button sprouted up out of its protective sheath. Rainbow Dash moved her head down and wrapped her lips around it, sucking on it like a lollipop. Applejack's muffled screams reverberated up through her womanhood. Her clit throbbed in Rainbow Dash's mouth. She was bound to tumble over the edge soon, and so was Rainbow Dash.

Applejack thrashed around more violently than ever as she experienced her first lesbian orgasm. All the air she was breathing in was from Rainbow Dash's moist interior, along with whatever corruption was affecting her. Her clit felt like it was on fire. Perverse thoughts started flooding into her mind. Lustful thoughts that shame us all. She wanted to do more of these shameful acts with Rainbow Dash and continue to feel these incredible sensations and she didn't care who saw them!

Rainbow Dash rode her orgasm out on Applejack's snout. She painted the cowgirl's face with her moisture. Her muscles were quivering repeatedly. She finally lifted herself off and bucked upwards, squirting her scent several feet across the barn.

"Huaahh! This feels so incredible!" she exclaimed, rolling to the side and collapsing next to Applejack. Her chest heaved with every breath. "I hope you're not too tired after that. I wanna keep going!"

"Well, I've never bumped uglies with another girl before." Applejack said. "But I wouldn't mind doing it with you!"

After they caught their breath, Rainbow Dash moved back and shifted her body between Applejack's legs. Their pussy lips and clits pressed together, and both girls readjusted the positions of their hooves to apply more force against their partner.

"That's really soft!" Applejack gasped.

"Maybe mine are! Yours are very firm! Must be all the farm work you do!"

"Alright, so how do we do all this ugly bumpin'?"

"Just go with my motions, like this." Rainbow Dash began rolling her hips back and forth, grinding their pussy lips together. Applejack's oversized clit rubbed against her own. Because of its size, it pummelled Rainbow Dash's love button with every pass, sending incredible jolts of pleasure up her spine. Their moist pussy lube helped ease the friction between their flesh.

"This is... so incredible!" Applejack moaned.

"It gets even better." Rainbow Dash moved on top of Applejack, their plots still pressed together. She lifted up Applejack by one leg and straddled the other. Leaning into her, she gave the cowgirl a tender kiss on the lips as they continued their scissoring. Not that either of them paid any attention to it, but the color in Applejack's body was starting to fade away.

Applejack was getting more into the act. Until today, she never even thought of having lesbian sex. Now she couldn't get enough of it. The many blissful sensations, the intimacy they shared, and the softness and warmth of Rainbow Dash's body... she only regretted not discovering this sooner!

"I'm gonna cum again!" Applejack said. "My buzzer's goin' all numb!"

"Just keep grinding! Let the bliss move your body for you!" Rainbow Dash instructed. The wondrous burn between her legs intensified as well, but she was better able to control herself due to her previous lesbian experiences. Applejack, however, was pushed over the edge from the alien stimulation. She pressed her forehead into Rainbow Dash and tensed up as her orgasm coursed through her body. Her clit throbbed violently, and their crotches were drenched with a fresh layer of her sweet juices.

As they continued to grind against each other, the fur of their bodies began to fade more and more. It was getting increasingly difficult to think about anything other than sex. The fact that it was getting even easier for them to cum didn't help things. Even Rainbow Dash could feel herself sliding towards the edge of incredible euphoria.

"Aauhhhuh! Huh! Huh!" Rainbow Dash moaned loudly as she came. Her hips became a blur against Applejack's crotch as she used her spasms to rub against her lover harder and prolong the peak of her orgasm. As she came down from her high, Rainbow Dash's weight rested more on top of Applejack. Their muzzles pressed together, and though they were winded, they continued to grind against each other.

"I can keep going." Rainbow Dash panted. "Can you?"

"Are you kiddin'? This is just a light exercise for me!" Applejack replied. "Just give me a minute to catch my breath!"

* * *

Big Mac finished with the farm work, and after washing off the filth that caked his body, headed off into town. He finally worked up the courage to confess his love to Fluttershy, and he wasn't going to let this rare moment of courage pass him by. He stopped by the shop and picked up some flowers for her. He didn't know what kind of flowers she liked, but one couldn't go wrong with a bouquet of roses; a classic.

After shelling out the bits, Big Mac took the bouquet to Fluttershy's house. On his way there, his anxiety began to set in again. What if she said no? Would she even be interested in a draft horse like him? She was very delicate compared to him, what if he accidentally hurt her while they-

"Nope." he said to himself, shaking his head. "Bad thoughts." He stepped forward and tapped on Fluttershy's front door with his hoof. It took her a minute to answer the door. When she did, Big Mac immediately noticed that something was different about her. The color in her mane, eyes and fur, the colors of strawberry milk and bananas, respectively, were faded, and she had an expression like she was in a blissful, dreamlike state.

"Howdy, Fluttershy." he said.

"Oh, hello, Big Mac." Fluttershy said in her same soft spoken voice. "Come on inside." she stepped to the side to allow him entry.

"Are you okay?" he asked her, ducking his head below the low archway.

"I'm perfectly fine. Yup, never better!"

"Are you sure? Your mane and fur are all faded."

"It looks fine to me." Fluttershy responded, examining herself.

"Never mind. Ah must be tired from the farm work." Big Mac grabbed the bouquet of roses from his back and offered them to her. "Here. Ah brought you some flowers."

"Oh, thank you." Fluttershy took them and set them down on the kitchen table on the other end of the room. After taking a bite from one of the roses, she returned to Big Mac.

"Ya know, ah really like you, Fluttershy." he said. "Ah... wanted to ask you out on a date... i-if you want, that is. I wouldn't be upset if you said no."

"A date?" Fluttershy asked. Big Mac nodded his head.

"Ah really like you, Fluttershy, and ah want to be with you."

"Oh, well, I really like you, too, Bic Mac." she said, nuzzling her head against his. "But I already have a boyfriend."

"Oh, y-you do?"

"Yes. He's new to Ponyville. He says his name is Cere'Qul. I should introduce you some time."

"O-okay." Big Mac lowered his head slightly in disappointment, his ears folded back against his head.

"He should be back anytime now, if you want to meet him." she offered.

"No, that'll be alright." he said. "Ah should be goin' anyways. Gotta go... fix some... apples."

"Okay. Bye bye." Fluttershy leaned forward and gave him a quick peck on the cheek before seeing him out. Big Mac turned his head away after that to hide his blush. He probably could have gone without that. His heartbreak was quickly steeled away. He already figured that he didn't have a shot with her, but nothing could prepare you for rejection. At least there was still Cheerilee. Things were a little awkward between them after the love poison incident, but hopefully enough time had passed since then that they could try and rekindle their love. Unfortunately, he didn't have any more bits for roses immediately on him, and it would have felt very awkward and rude to ask Fluttershy for the roses back. Besides, he didn't want to face rejection twice in one day, so he just left Fluttershy's house and went immediately for home.

* * *

Rainbow Dash and Applejack continued going for another hour. Both of them came more times than they could count, which wasn't saying much considering their corrupted states prevented them from counting any higher than one hoof. Their orgasmic bliss had long since spread throughout their bodies, leaving them in a numb state that echoed their many orgasms.

"I... don't know how much longer I can go!" Rainbow Dash panted. She and Applejack were on their backs, still their legs intertwined and their plots, swollen and pink from repeated abuse, pressed together.

"Me... neither!" Applejack replied. "But I wanna go again!"

"Me too!"

"How about you hold off on that?" a voice asked behind them. The two girls looked over at the entrance to the barn and saw Cere'Qul standing at the entrance to the barn. He came alone; after discussing his plans with the Diamond Dogs, he left Zecora with them so she could oversee the construction of their home. This also served to make sure he'd always know where she was. He wasn't bound to lose her any time soon.

"Who are you?" Applejack asked.

"He's..." Rainbow Dash's voice trailed off as she suddenly remembered what he did to her a few hours ago. Her eyes and mouth twitched and twisted into a snarl. "You... son of a bitch!"

She flipped backwards out from between Applejack's legs and kicked off the opposite wall, taking flight to attack Cere'Qul. The larger stallion simply stood his ground.

"Knock it off." he commanded calmly, right before her hooves struck him in the face. She stopped on a dime in midair.

"Down, girl." he added, and Rainbow Dash fell to the ground, kneeling submissively before him.

"Y-ye-e-s, Ma-a-aster." she said hesitantly, staring up at him with large puppy dog eyes. "I'm so-o-orry."

"Show me that you're sorry." Cere'Qul ordered. Between his legs, his enormous cocks erected, and he stepped forward so they dangled right in front of Rainbow Dash's face. Without questioning him or hesitating, she leaned in and closed her lips around the flared head of his shaft.

"Rainbow Dash, what are you doing?!" Applejack exclaimed lethargically. She snapped out of her blissful state momentarily to comprehend her best friend suddenly throating this mountain of a horse's dick. The way she just dropped to his feet after being so hostile upon seeing him and casually sucking him off, it was very unnatural of her.

"Don't be jealous. There is plenty of me to go around." Cere'Qul said. Applejack's gaze drifted over his thick meaty cock. For some reason, she had an irresistible urge to suck it alongside Rainbow Dash.

"Nnhh..." she grunted. She knew there was something wrong with her and she was trying her damndest to fight against the evil impulses, but seemingly against her will, she approached Cere'Qul and began servicing his other dick next to Rainbow Dash.

Cere'Qul sputtered and moaned as the corrupted mares sucked on his dicks. Their tongues prodded and drew circles around his meatus. Because of their scrawny sizes, his members were not going to fit well into their mouths past the heads unless he forced it, and he wasn't going to do that unless he needed to punish them like he did to Rainbow Dash earlier.

"Mmnn, it's so tasty." Applejack moaned as she lapped up the precum that oozed out of the tip. The smell and taste of a burning orchard was not supposed to be a pleasant flavor to her, being an orchard farmer, but something made her like it more than she should have.

"Do you want to feel it inside you?" Cere'Qul asked.

"Yes! I want this big healthy sausage of a dick inside me!" Applejack swooned.

"I don't really like to take in big dicks, but I think I'll make an exception for this one!" Rainbow Dash added.

"Alright, then, lay down on top of each other." Cere'Qul instructed. "I'll take you both at the same time." The girls complied, drawing back to pop the dicks out of their mouths. They laid down on the ground, with Rainbow Dash on top of Applejack. Their breasts mashed together; Applejack's were still small, but they were slowly and subtly growing by the minute due to the corrupting precum that she swallowed.

With the girls in position, Cere'Qul guided both his dicks towards their swollen, abused, pink pussies. Even though they made themselves nice and loose down there from their tribbing marathon, he was still a bit too big to simply ram his rod forward and embed himself in their tight pussies. He used his powers to manipulate their love canals and slowly and gently make them wider to accommodate his size. To both girls, this sensation was nothing less than pure ecstasy. They squealed and tightened their grips around each other, attempting to brace through the turbulent pleasure they felt. There was no noticeable change to their womanhoods, but when he put the tips of his cocks against them, they spread apart practically on their own.

"Ah!" they both exclaimed as the shafts slid into their pussies. They fit smoothly around Cere'Qul like their vaginal muscles were tailor made to accommodate him.

"It's so big!" Rainbow Dash gasped, her wings outstretched and stiff. Cere'Qul's legs flanked her head.

"Bigger is always better!" Applejack said cheerfully, wiggling her hips to better settle herself onto the beaver cleaver. Rainbow Dash could feel every vein, ridge and bump on the shaft as it bottomed out inside her. Her heart fluttered when it pressed against her cervix. The flared head spread out the deeper end of her uterus, making her feel even more full as a result.

Cere'Qul started pumping into them. Even though he was holding back considerably so as to not injure them, Applejack and Rainbow Dash still slid back and forth half their body length across the floor. The two girls shared a deep, intimate kiss as they rode the blissful wave coursing through their bodies. The force of each thrust carried through their bodies, striking against their sensitive, intimate core with each push forward. The many veins and ridges brushed against their G-spot, draining them of any energy they thought they had.

"This feels... so incredible!" Applejack moaned, trying to push against Cere'Qul from her position. "I'm gettin' tingly all over again! I love it!"

"I don't know how much more I can handle!" Rainbow Dash panted. The pit of her stomach was churning from the enormous shaft invading her womanhood, but while she felt like she was going to be ill, her crotch was tingling, same as Applejack. Rainbow Dash was going to cum again, despite the many orgasms she already had earlier. At this rate, she was going to go insane from the bliss surging through her body.

Both ponies moaned into each others' mouth as they came again. Their tongues swirled in circles, stabbing and writhing against one another in an attempt to overpower the other.

"Yes... worship my cock!" Cere'Qul's voice rumbled from his throat. His mane flared up again, slowly turning to the color of a bonfire. "Give birth to many foals! Become part of my herd!"

Cere'Qul was so preoccupied with his lust alongside Applejack and Rainbow Dash that none of them were aware of the fourth presence among them. Twilight Sparkle approached the barn, hearing the sounds of lust as she approached the farm. At first she thought someone was in trouble, and she picked up the pace, making good use of her Alicorn wings to close the distance. She froze when she saw the carnal scene unfolding inside the barn. A stallion she never saw before was rutting with two of her best friends. The size of the stranger equestrian was unlike any she ever saw before, larger than Princess Celestia. There was something... very unsettling about him, too. Twilight couldn't put her hoof on it, but he emanated this very foreboding, sinister aura.

Cere'Qul lurched forward and let out a groan so loud and primal it almost sounded like a roar. Rainbow Dash and Applejack both let out blissful cries as their pussies were flooded with a torrent of hot spooge. The volume was so great it gushed out of them like a broken levi, spilling out all over the ground and soaking the ponies' outsides along with their insides.

"What... the hell?!" Twilight gasped. At the sound of her voice, Cere'Qul turned around with the front half of his body and craned his neck around to face her. His eyes were shining like molten iron.

"Ahhh, another mare for my herd!" he growled lustfully.

"What?!" Twilight exclaimed. "I'm not going to be part of your he-AAUHH!" Through magic unfamiliar to her, Twilight was grabbed by Cere'Qul and dragged towards him. With magic as she understood it, there were usually telltale signs of magic at work, mostly revealed through a sparkling aura around the manipulated object, and she would have noticed this, as she was the target. This was a different kind of magic. She tried to fight against it with her own powers and physically flailing, but unless she knew exactly what kind of force she was fighting against, it was a futile effort, and quickly proved to be so.

"Let go of me!" she commanded, though Cere'Qul simply ignored her. He was more intrigued by her wings and horn. Up until now, the ponies that he spied around Ponyville either had one or the other or neither, but not both. This unique form was also a bit bigger than most of the other ponies he's seen walking around, but she was still too scrawny for him to get really wild. That being said, there was something about her that he found alluring. Cere'Qul could just tell that aside from the wings and horn, she was more unique a pony from the other ones. Immediately he knew he had to have her as part of his herd. Well, his ultimate goal was to have every mare as a part of his herd, but she was put up much higher on the list of priorities.

As he continued to rut Applejack and Rainbow Dash, Cere'Qul prepared Twilight for her turn. He spread her legs far apart with her lower body facing towards him so he could get unrestricted access to her purple plot. It didn't look to be as tight as Rainbow Dash or Applejack before his alterations, but he doubted that Twilight would be able to take his cock. At least at the moment. Hell, maybe he didn't even need to use his powers. Maybe all she needed was to get warmed up.

"Get away from there!" Twilight shouted angrily, continuing to struggle against the unknown force that bound her in place. Cere'Qul lowered his muzzle to her crotch and probed the entrance with his hot, slimy tongue. Twilight's fight was brought to an abrupt end as the tongue slipped past her pussy lips and into her love canal. She threw her head back and gasped loudly. The thick, malleable muscle spread her very far apart as it dug into her body. She was no stranger to sex, especially when Princess Celestia was in one of her moods. Never, though, was she ever tongue fucked to this degree. She did own a few raunchy books that described ponies getting violated by tentacles, and it made her curious and very eager to try it out herself, if only the magic to do so wasn't so dangerous.

Cere'Qul dug his tongue even deeper into Twilight as he continued to rut Rainbow Dash and Applejack. She had such a magnificent flavor, it was hard to resist just using her as his own personal trough. For the moment, though, that was her role. His tongue lashed repeatedly against Twilight's cervix. His lips closed down around her labia and created a tight seal so he could assault her with a combination of suction and tongue fucking.

"Haaah! That's amazing!" Twilight gasped. Despite the fact that this was technically rape, his tongue was quickly driving her to orgasm. Cere'Qul also sucked hard on her labia, which further intensified the sensations coursing through her body. What she didn't know was alongside eating her out, Cere'Qul also focused his corrupting influence on her, the same thing that turned Fluttershy, Pinkie Pie and now Rainbow Dash and Applejack into his own personal cock sleeves.

His tongue breached Twilight's cervix and spread it far apart as he licked into the core of her body. This was more than enough to send her over the edge. Twilight made a gurgling cry, followed by a string of babbling. The pleasure was so intense, she nearly blacked out from it. Her limbs thrashed around, trying in some way to pull herself away from the tongue violating her womb.

'This isn't right...' Cere'Qul thought to himself. He could sense the corruption he put into Twilight's body quickly dispersing; she wasn't being corrupted at all! This must have been part of what attracted him to her. Something out there could resist his corruption, and he needed to find out how that was happening.

"What the hell's goin' on here?" a male voice asked behind them. Cere'Qul rolled his eyes in frustration. How many more times was he going to be bothered today? He removed his tongue from Twilight and turned around once again to see a rather large draft horse at the barn entrance, staring daggers into Cere'Qul.

"Big Mac, hel-" Twilight was about to say before Cere'Qul stuffed her mouth with a ball gag he materialized.

"Leave us, gelding. This doesn't concern you." he ordered.

"Ah've never seen you around here before." Big Mac said. "You must be Cere'Qul, huh?"

"Word of me gets around." he dropped Twilight in a nearby haystack and removed himself from Applejack and Rainbow Dash, who were both soaked to the bone with his jizz.

"Fluttershy said she loved you." Big Mac said. "Is that true, or are you just leadin' her around by the nose while you have your way with every pony in Ponyville? I'm warnin' you, if you dare hurt her-"

"You'll what, thrash me?"

Cere'Qul's mane flared a brighter red, and he felt some presence, familiar like an old set of clothes, but at the same time very foreign to him, at least until it slipped over his consciousness. He was overcome with a sense of arrogance, his ego suddenly aware of all that he had that made him infinitely superior to all the mayflies around him, and at the moment, his superiority was most apparent in comparison to the miserable draft horse, possibly gelding, that dared to stand in his presence and challenge him. He reared back his head in laughter.

"You dare to give me orders!?" he exclaimed. "ME! I am a fucking GOD. Created by the embodiment of chaos Himself to rule over this world!"

'Chaos?' Twilight thought to herself as she tried to recover from her mind shattering orgasms and stumble to her hooves. 'Discord? So this is who he was so worried about. This is bad.'

"And what are you, draft horse? From what god spat you out? You have no powers or special abilities! Just your four hooves to flail at me with."

"And that's all ah need to take you down." Big Mac replied calmly. Cere'Qul smirked.

"You know what? I like your moxie. Even Ursa Majors would crap themselves at the mere sight of me back in the day. So before I remove whatever masculinity you have left, I'll let you take one free shot at me."

"Big mistake." Big Mac said before charging. Despite the twenty foot gap between them, he closed it in less than a second. Cere'Qul's eyes widened and he took a step back.

'Crap, he's fast!' he thought just as Big Mac struck him across the snout. Several more strikes were made in his side, stomach, flank, head, chest, and side again, so fast that if it wasn't for the pain, he wouldn't have ever seen these extra hits. The combined force from all the hits made him fly back, crashing through the back wall of the barn and through the orchards behind it.

'This is not happening again!' he thought. As he found his footing and came to a stop, Cere'Qul forged a stone sword from the ground, same as he did when he fought Discord. The God of Chaos could block it, sure, but there's no way in hell an Earth Pony could do the same!

Big Mac appeared in the distance, locked onto Cere'Qul like a cruise missile and approaching him faster than any pony should be able to, across the water's surface without immersing himself in the lake beyond his hooves. Cere'Qul swung the enormous sword in a wide arc at him once he was within range. Big Mac brought up his hoof to deflect the attack, then swung his other hoof around and struck the flat of the blade with enough strength to shatter it outright, the disenchanted fragments fanning out and away from them like grapeshot. Cere'Qul recoiled in surprise. How the hell did he do that!?

Cere'Qul quickly formed another stone sword from the ground, along with several wooden ones from the trees around them, and stabbed wildly at Big Mac. The supposedly mundane stallion was like an illusion. Every time Cere'Qul thought his strikes found purchase, Big Mac moved just enough that he was barely grazed by the blades.

Big Mac took the offensive, punching through a blade meant to deflect his counterattack to clock Cere'Qul square in the jaw again. It left him open to attack, though, and with another swing, Cere'Qul struck him across his side with the flat end of another stone sword. Both horses were launched in opposite directions. Cere'Qul's massive form smashed through several trees, and Big Mac was sent tumbling hoof over head, winded and aching on his side, but otherwise uninjured.

Cere'Qul lept into the air from the wreckage of trees where he came to a stop and landed several meters in front of Big Mac, who was just getting to his hooves.

"I AM A GOD OF CHAOS!" he roared. "What are you compared to me!? A farmhand! A maggot who writhes in the dirt!"

He charged at Big Mac, this time catching the draft horse off guard. Using his powers, he lifted the entire layer of dirt Big Mac was standing on and flipped it over. He then punched through the layer at him, breaking through it with one punch and striking the pony in the face. Lunging through the debris, he grasped at Big Mac and tossed him upwards, then assaulted him with a series of punches. Big Mac couldn't fly like the winged ponies. Cere'Qul had the absolute advantage in the air. He continued to knock Big Mac higher and higher, almost lost in his bloodlust.

Suddenly, Big Mac either gained a second wind or found an opening in Cere'Qul's assault. He grabbed the demon pony by the back of his mane and pulled hard.

"Hey hey HEY! OW!" Cere'Qul yelped as he and Big Mac started spiraling in the air. As gravity began to take effect, Big Mac pulled Cere'Qul down into a spiral. The ground came at them alarmingly fast, and Cere'Qul was going to land head first.

"No no no no NO NO!" His protests were muffled by the explosion of ground as they made impact, creating a crater several meters in diameter. The shockwave uprooted the nearby trees. Big Mac lept out of the crater to admire his handiwork. Cere'Qul was planted up to his shoulders in the ground. That orbital drop would have destroyed any normal pony, but this one was obviously not normal. He struggled against the ground, trying to pull himself out. He uprooted more dirt once he finally freed his head, and looked up just in time to see Big Mac remove the bulky yoke that he wore around his neck. He dropped it to his side, and it sunk into the ground with a dull thud. The ground trembled even where Cere'Qul stood.

"What, do the cuffs come off now?" Cere'Qul asked proudly, though in the back of his mind he thought, "Oh shit, how much does that thing weigh!?"

"The girls ain't anythin' to be used an' thrown away." Big Mac said calmly. "AH'm gonna give you to the count o' three to skedaddle outta Ponyville before ah REALLY lay down the hurt."

"You want to play hardball? Alright, then!" Cere'Qul ducked down and rolled his shoulders as his two extra heads sprouted out of his body. "leT'S dO tHiS!"

The two ponies charged at each other again. When their hooves clashed, they created an explosion of force that further scattered the dirt and trees around them. Big Mac was a lot faster without his yoke on, but in Cere'Qul's powered state, he was able to keep up with him. He didn't bother with his stone sword now; just good old fashioned hoofticuffs.

Of course, with the extra heads, Cere'Qul's increased size meant he also took more shots to the face, but they didn't completely disorient him like before. Big Mac took a few hits as well, but he was resilient. The fact that he didn't drop after the first hit was a testament to his endurance. It was at this moment Cere'Qul realized that this pony was a bit bigger than his peers. Of course he was nowhere near Cere'Qul's size, but he was definitely bulkier. Shame he would have to kill him.

Wait.

Cere'Qul tripped Big Mac and, with a whirling kick, punted him across the orchard. He immediately took pursuit to follow up his attack.

We can use this one.

He's no good to Us alive!

He is strong. He's proven that much. What if he became a broodmare for Us?

How would We do this?

Ancient magic. We used it when We needed more mares to make Our army. It's been long time since We've had to use it.

Cere'Qul began to lay an unholy beatdown on Big Mac. The draft horse tried to retaliate, but the world was spinning too fast for him to counterpunch neither accurately nor reliably.

Why make him a mare? We have no shortage of mares.

Think about it. He can match Us in strength. What would his offspring be like?

Good idea. Make it happen.

Big Mac tumbled back and slumped to the ground. Cere'Qul stood over him ominously. Both of them were aching all over from all the hits they exchanged, but by the look in Big Mac's eyes, he was not done fighting. However, with Cere'Qul this close, he had him dead to rights and at his mercy. He wouldn't be able to move without retaliation.

Cere'Qul kicked Big Mac, punting him across the orchards some distance, but he didn't follow up the assault like last time. Big Mac tumbled across the dirt and caught his hoofing. That was a big mistake on Cere'Qul's part, and he lunged at him again. Instead of striking back, Cere'Qul went into his mist form. Big Mac simply passed through him, then stumbled forward on the other side and wheeled around to attack again. Cere'Qul took physical form again and stared at Big Mac.

"NICe aSs." he said, grinning widely. To say that Big Mac was taken back by the remark is an understatement. He tried to think of something to say, but was simply dumbfounded.

"I... you... keep yer head in the fight!" he snapped, and blinked in bewilderment. Something about his voice didn't sound right. In fact, his whole body felt very different all of a sudden. He looked down at his hooves and noticed immediately that they were remarkably slender. He then craned his neck around to look at the rest of his body. It, too, was thinner and more... feminine looking!

"What the devil did you do to me!?" she exclaimed.

"I jUsT gaVE yOu a mORe... sUiTaBle bODy!" he said.

"Turn me back now!" Big Mac demanded. She moved to strike at Cere'Qul, but the larger stallion swayed to the side, evading her attack. As she dashed past him, he swiped her side, brushing his hoof lightly against her skin. Big Mac stumbled again. This beast was now too fast and crafty for her to hit.

Suddenly, Big Mac started to feel a peculiar burning sensation in her loins, the same kind of feeling she got when she had an erection, but the area the burning originated from was far, FAR too small. She didn't even have to look between her legs to confirm that she lost her penis.

"i tHinK I lIke yoU thIs waY." Cere'Qul taunted. He turned into his mist form and rushed through her. She felt like she received a full body punch and was blown back a few feet. Cere'Qul rematerialized a few feet behind her. The heat in her crotch intensified, and she felt like something was weighing down her stomach.

"I bEt It itCHeS, hUh?" Cere'Qul's three heads whispered into her ear, leaning down over her. "I gOt jUsT tHe thInG tO scRatCH iT!"

"Sh-shut up!" Big Mac groaned. Subversive thoughts were swimming in her head. She didn't want to call them evil, but they certainly were disruptive. She never thought about cocks before aside from her own, and definitely not sucking on them and taking them in her now various holes. Cere'Qul raised a single hoof and, ever so gently, tapped it on Big Mac's nose, completing her transformation.

Big Mac collapsed to her knees. The unsettled dirt beneath her grew moist with her pussy juices, which dripped down from her swollen plot. She eyed Cere'Qul longingly. She was suddenly aware of the smell of a brushfire that surrounded the unholy beast. It was an addicting smell that made her hot under the collar.

"I-I want you." Big Mac said sweetly. Cere'Qul grinned dominantly and stepped to the side to expose his swelling members to the newly created mare. She eyed them longingly.

"YOu huRT mE eaRlIEr." Cere'Qul said. "WhY DOn't yOu kiSS it and mAKe It feEl bETter?"

Big Mac nodded her head and ducked underneath his massive body to nip and lick at his dicks. She moved her head back and forth, licking along the entire length, before she ducked her head even lower and took him into her mouth. It was a bit awkward trying to throat the one cock with the second batting her in the cheek and forehead. Because she was larger than the other ponies Cere'Qul corrupted, he was able to actually throat the full length, and she did due to her lust.

"OahgHUH! iT'S beEN sO long sINce aNYonE cOUld tAke mY fuLL leNGth!" Cere'Qul moaned. Big Mac bobbed her head back and forth, taking more and more of his length with each push down. She kept going until her muzzle pressed against Cere'Qul's abdomen. His enormous balls pressed against her lower lips, and she got daring. Opening her mouth wider, Big Mac took his balls into her mouth, rolling her tongue along the bottom and sucking on the entire shaft.

"oOHHh FUcK!" Cere'Qul exclaimed, his entire form shifting around restlessly above her. The burning sensation between Big Mac's legs intensified. She felt like she was going to cum at any moment. She wasn't even clopping, and her loins burned like she was snowballing the pleasure for the greater part of an hour. Cere'Qul's precum shot out of both cocks, oozing down her throat and drenching her face in his sticky honey. Her nostrils were filled with more of his scent. She could barely smell anything else as a result. Suddenly, from the sheer anticipation of getting to ride his cock, Big Mac came entirely without stimulation. Her hips rocked back and forth, air humping as she rode out the wave of pleasure.

"dID yOU jUst cUm wiTHoUt mE?" Cere'Qul asked. "yOU aRe cERtaINly a SluT!" He stepped back slowly, signaling to Big Mac to let go of him. She reluctantly removed his dick from her mouth.

"NoW, lAy dOWn oN yoUR baCK aNd gIve mE accEss tO youR puSSy!" he ordered. Big Mac complied, laying down on her back in the dirt, her legs spread far apart to reveal her red plot, which was oozing with her sweet juices. Her breasts were noticeably swollen from the corruption. They were almost like udders of a cow. She looked remarkably loose. Maybe it was due to her size, or maybe the transformation and corruption had an unforeseen effect. Cere'Qul knew just by looking at it, that he could fit his whole dick inside her, all the way down to the hilt. The bigger question was could she take both?

"Please don't make me wait for this." Big Mac begged.

"sLAvES dOn'T geT tO cOMmanD!" Cere'Qul said as he stood over her. "yOU wIlL taKE iT whEn i aM rEAdy!" To emphasize this, he prodded both his members against her loose twat, but he didn't immediately push in. Instead, he rolled his hips around, teasing her swollen labia with the flared tips. She whined and sputtered impatiently underneath him, but she didn't dare try to thrust up before he was ready. Then, unexpectedly, Cere'Qul thrust down hard, burying both his shafts inside her plot.

"AHAUAH!" Big Mac screamed. She didn't feel any pain at all, but rather pure unbridled bliss. She came again from the sudden sensation of not just getting plugged up for the first time, but also taking two cocks in the same virgin hole! It stretched her far apart enough it looked like it hurt, but her modified body managed to endure. Her mind, however, was quickly lost to the bliss.

Cere'Qul was not gentle with his poundings. He refused to let her take a moment to get accustomed to it, instead pistoning repeatedly into her hole. All three heads grit their teeth. Big Mac's contracting vaginal muscles tightened around him like a vice with every thrust forward. Even though she was able to take both cocks without breaking, it was still an incredibly tight fit.

Cere'Qul let out feral grunts as he picked up the pace. Big Mac's hips were raised with every thrust. Her swollen breasts jiggled back and forth. They felt quite soft against Cere'Qul's stomach. Once she was pregnant with his foals, they'd get even bigger, and they'd bear milk.

"gIve bIRth to maNY foALs!" Cere'Qul roared as he felt his orgasm building up in the pit of his loins. He thrust into Big Mac one last time before shooting his spunk into her pussy. Both cocks throbbed violently within her folds as they unleashed their spunk. Big Mac's womb swelled out from the enormous volume.

After he finished cumming, Cere'Qul drew his dicks out of Big Mac. His seed gushed out of her like a river. With the corruption he gave her, she should be incredibly fertile. The gestation period should cause her to give birth to the first litter within a few weeks.

Cere'Qul looked up to see Applejack and Rainbow Dash approaching them. They still had the dreamy-eyed stare in their eyes, drunk on their orgasmic hormones and his corruption. They ducked down between his legs and sucked on his now free and available dicks. However, instead of trying to take in more of his length, they just suckled on the tips. Their tongue drew circles around his meatus, and Cere'Qul could feel a suction in his urethra as the girls tried to drink in the dregs of his semen. Cere'Qul shivered and all three heads huffed at once. The girls were addicted to his cum. Even with the massive volume he shot out with every orgasm, it was going to be tough trying to keep up with the demand.

The massive cerequine pulled away from their mouths. His dicks were a bit sore after fucking repeatedly in such a short amount of time. He needed to rest. Fortunately, with his influence and Zecora's guidance, the first room of his castle should be done at the mines.

"Come." he ordered, picking up Big Mac and tossing her over his back and escorting Rainbow Dash and Applejack to their new home. That night, he would sleep surrounded by his herd for the first time in many millenia.