Orange, Blue, White, And Rainbow

by The Master Core

Rating: mature
Tags: Romance, Adventure, Crossover
Length: 5544

When the Mane 6 and Princess Celestia go to Aperture Laboratories and accidentally awaken GLaDOS, they think it'll be a bad thing. But it ends up being a good thing... for Rainbow and GLaDOS.

Celestia suspects that something from her past is returning, so she goes to the site with the Mane 6.

When they end up accidentally awakening GLaDOS, what Princess Celestia feared that was back, she thinks it may be a bad thing. But when she transcends her robotic life for the greater good, she proves herself worthy.

But Rainbow decides she likes GLaDOS' mortal pony form…

A little too much.

An MLP: FiM/Portal Crossover ClopFic, and my first story.

Published 1970-01-01 00:00:00 UTC
Last updated 2015-02-13 04:23:16 UTC

Chapter 1; The Wakeup Call

~Orange, Blue, White, And Rainbow Chapter 1; The Wakeup Call

A My Little Pony: Friendship is Magic FanFic

“I hereby dedicate this memorial to The Elements Of Harmony; Princess Twilight Sparkle, Rarity, Applejack, Fluttershy, Pinkie Pie, and last, but certainly not least; Rainbow Dash!”

Hooves stamped as the mentioned mares walked out onto the stage that had been set up in a new hall in Princess Celestia and Lunas’ palace with large curtains covering the walls on both sides. It was a memorial to commemorate the many times the Elements Of Harmony had saved Equestria from destruction.

“YEEEEEAAAAAAHH!” Pinkie yelled, as she set off her party cannon. The others bowed and thanked the Princesses, and Rainbow ran across the end of the stage, getting high-hooves from the crowd.

“Now, guards, if you may,” Celestia said to the Royal Guard, who yanked on the ropes holding the curtains up, revealing stained-glass windows of each villain they had defeated. There was a collection of ‘Ooohs’ and ‘Aaahs’ from the crowd. It went on like this for quite a while, until a stallion said; “Hey, what’s that one?” pointing toward a large, shadowy window at the end of the hall.

The Mane 6, the Princesses, and the crowd all looked to where he had pointed. Some of the things that were heard were; ‘Yeah, who is that?’, ‘They never defeated an Alicorn like that!’ and, especially, ‘Why is this here?’

Celestia went over to the window with Luna and whispered to her, “I thought we agreed not to put a window here!”

Luna replied with, “We did, too, Tia!”

Celestia stepped forward, and immediately there was a shower of sparks, and the window was revealed. It depicted a pony, wearing a black hooded cloak, so that you couldn’t see her body. Behind her; Canterlot, before it was done being built. She stood on a grave, with a metal pony skull on a Companion Cube by it.

Celestia tried to make out the face of this pony, so she flew up towards the window. All she could see was the left iris; glowing yellow. That gave her a strange déjà vu feeling and she didn’t like it one bit.

When she looked to the right eye; nothing.

“Wait a second…” She looked as close as she could on pony.

Her eyes widened. Her irises shrunk. Her body went stiff.

“Do you know who that is, Tia?” Luna asked, a bit concerned.

Celestia floated back down to the ground.

Rainbow Dash decided to butt in. “Yeeeeeaahh, who is it?”

By now, everypony wanted to know. They started screaming.

“SILENCE!” she  screamed in raging fury, and automatically the ruckus stopped. She turned to the captain of the Royal Guard. “Search the palace for anypony suspicious. And- Luna?”

Luna looked at her. “You’re in charge until I get back.” She then floated over to the Mane 6. “We must go, I’m afraid. Come along.”

Twilight decided to ask the question on everypony’s mind before they embarked. “But, Princess, who was that? Where are we going?”

“Somepony I should have done a better job of erasing…” She began walking away. “And; as for the location; I’m afraid I can’t say.”

“But why not?” Asked Rarity.

“I ju-“ The Alicorn began, before being cut off by Rainbow Dash.

“BECAUSE IT’S TOO BADASS! LET’S GO!”

~About An Hour Later, At Sweet Apple Acres

“Now, Ah understand this is a ‘special mission’ and all that, but, why are we here, exactly, Princess?” AJ asked, a reluctant tone in her voice.

“Because, dearest Applejack-“ Said Celestia, gripping something with her magic. “This is the location.” At that moment, a storage shed burst out of the ground.

“Uh, I’d like to take back what I said about the location being ‘too badass’?” Said Rainbow Dash, who began laughing uncontrollably, earning herself a punch in the shoulder from Applejack, who also soon after pounced on Rainbow, pinning her down, attempting to stop her barrage of laughter.

“*Ahem*, Can we proceed? Applejack? Rainbow Dash?” Celestia frowned at them. They immediately got up. “Good.” She opened the door to the shed, unveiling a very high-tech elevator. It was barely large enough to fit them all. Applejack was next to Rarity (Which was no problem for them, since they were a secret couple), Twilight was squeezed in next to Celestia (They both liked eachother, but had never confessed their feelings), and Rainbow Dash was next to Fluttershy and Pinkie Pie.

The elevator eventually came to an abrupt stop, and eventually fell down. It crashed so hard that they all flew out, Pinkie right next to a (seemingly dead) pony. “AAH!” She screamed when she noticed it, and flew (Almost literally) down a pit.

“PINKIE!” They all screamed in unison, just as she came back up, riding a moving platform.

“It’s okay! I’lllllll NEVER die! ‘Cuz I gots SKILLZ!” She then began bouncing around uncontrollably.

“Power Up; Initiated.” Said a voice, startling Fluttershy. It was then that the ‘dead pony’ began to connect to a large machine. Loud metal clangs were heard as this happened. Everyone backed up as the pony reconnected to the robot body.

“Power Up; Complete.”

The robot finally arose, looking straight at the group of ponies. “Hello… murderer…”

(I assume you don’t know what this pony looks like. Her name is GLaDOS; a robot Alicorn. Her legs’ from her knees to body, are wire. As is her neck. Her body is made out of iron painted white, although the paint is scratched, and many pieces of the metal are missing, along with her right eye. Her mane and tail are black wire, although short. She has no Cutie Mark. She is also burnt in many places.)

“You DARE call ME murderer?! After all the lives you’ve taken?!” Celestia stamped a hoof on the ground.

“I DO dare.” GLaDOS answered.

“I assume this is the pony from the window, Princess?” Twilight asked.

“Yes, her name is-“ GLaDOS cut her off.

“Genetic Lifeform and Disc Operating System. GLaDOS.”

“But if you have this advanced technology…” Muttered Fluttershy, “How come we don’t?”

"I had to eradicate all technology in Equestria," Celestia answered.

“And I understand fully. You were simply protecting your subjects.”GLaDOS shifted herself. “Although, I don’t understand. If technology was so dangerous, why did you allow all of this?” She spun around once, fore legs out.

“Because at the time, it was what we needed to protect ourselves. But, after you turned evil, we thought all our other technology may go the same way. We just needed to take you out.” The Alicorn scratched the back of her head nervously. “Sorry, by the way…”

“But… if I could go so far astray back then, why not now?” It truly was a problem. Caroline wouldn’t rest until she had her revenge, and they knew that. Well, at least she and Celestia did. “There actually may be a solution… but I need your help.”

“But why would WE help YOU?” Rainbow Dash yelled at her, getting in her face, and poking her stomach.

“Ah, so you’re Rainbow Dash. I can tell why you have so many fans. You are quite good looking, and talented, no doubt.” She raised a brow and chuckled.

Rainbow blushed. “What do you need?”

“That’s better,” She disconnected from the Central Core System, falling on her hooves, stumbling. “Nnngh… w-we need to find a machine Cave made… it can turn me… mortal…”

“Wait… how does that work?” Twilight asked.

“Science? Duh? That’s how everything works. Let’s go.” GLaDOS led the way.

~At The Emergency Backup Mortalizer

“Well, here we are.” She lied down on a table underneath some kind of machine. “If you would kindly power the machine on, somepony?”

“With pleasure,” Said Rainbow Dash, as she pushed a button that said ‘power’.

“Good. Now pull the lever.” Rainbow pulled the lever, and a beam came down from the machine onto GLaDOS. There was a bright flash of light, and when it was gone, GLaDOS had changed significantly;

No part of her was made of wire anymore; she now had glossy white fur, and it shone like the stars. Her mane was silver, straight, quite long, with neon yellow highlights, and it hung over her right eye. Her horn had a diamond-like luminescence, and her wings were razor sharp. Her eyes were a neon yellow; pupil and iris. She also now had a Cutie Mark; a Companion Cube with wings.

Woah… she’s… she’s beautiful… Rainbow thought to herself as she saw her out of the light.

“D… Does it look good?” GLaDOS asked, a bit nervously. “Please tell me it does…” She tried to hide her face in her mane, and she half-closed her eyes, giving herself an even more adorable look. She had the attitude of Rainbow Dash and Applejack combined, but she had the personality of Cadence, Fluttershy, and Rainbow. (As well as some Rarity, but that was her fashionable side.)

“Oh, yes, darling! Absolutely fabulous!” Exclaimed Rarity, flashing a smile at her.

That brought her face out if her mane a bit, and she was blushing a hot pink. “R-Really…?” The right corner of her mouth curved up a bit. That was actually the first time she had been called ‘fabulous’… of both of her lifetimes. Not even when she was married to Cave…

“Yup! You’re like, super-duper-ooper-luper pretty!” Pinkie smiled widely.

“You’re just gorgeous.” Fluttershy complimented.

“As pretty as Apple trees in bloom, sugarcube!” AJ flicked her hat upwards to get a better look at GLaDOS’ form.

“You are actually very good looking!” Twilight said.

“Definitely a great improvement from that former hunk of junk you were in before,” Celestia joked, and they all chuckled a bit.

Rainbow was the only one who hadn’t said anything, and all eyes were on her. Rainbow was too busy looking over the robot-turned-pony in front of her to notice.

“R-Rainbow?” GLaDOS began, “What do you think?” That snapped Rainbow out of her trance, and she walked up to the now-mortal GLaDOS, and took a closer look at her face.

“Yeeeeeaahh... You definitely are pretty hot…” She used her right fore hoof to examine GLaDOS’ now pinkish-red face. “Your fur sure is soft…” She nuzzled her snout, and then went on talking. “And your eyes…”

GLaDOS was now sitting on down, blushing intensely, eyes up at the cyan Pegasus. “R-Rainbow…”

“Your face…” She was on her hind knees and face-to-face with the Alicorn. “It could probably bring you into the arms of ponies more awesome than me…” Rainbow then nuzzled into her mane. “Your mane is more shiny than diamonds…” She then moved to her horn. “Same with your horn…” She ran her hooves across the horn, granting her a hint of pleasure from GLaDOS.

“Rainboooww…” Moaned the Alicorn. Rainbow sure knew how to get a mare going, because now she was all hot and bothered. The Pegasus then climbed into GLaDOS’ lap, wrapping her hind legs around her back.

Rainbow moved to her lower back, eventually reaching her wings. “Mm… nice strong wings… nice feathers… perfect for flying…” she then used her fore hooves to massage the sensitive muscles of the wings slowly and gently, bringing another moan from the Alicorn beneath her. Her wings also unfurled, or rather went erect, but not Dash’s. She was fighting the urge not to rut this pony right now, as she also managed to arouse herself.

“Rainbow D-Dash…” GLaDOS was becoming quite annoyed; and each of the ponies watching were now a bit aroused, as well. Rarity teleported herself and Applejack to the Carrousel Boutique, and Celestia had teleported herself, Fluttershy, Pinkie Pie, and Twilight away; she figured GLaDOS needed this.

Finally, Dash's hooves met their target; her flanks.

“Nice flanks ya got here…” Rainbow began tracing her Cutie Marks with her hooves. “Mind if I get a closer look?”

She didn't wait for a response; she had already begun massaging them, making the owner of them grow so aroused, that the scent of her musk was in the air.

“So, I… see you like what’s happening?” She took her attention off the flanks, and pinned GLaDOS on the ground with her hooves.

“Y-Yes…” GLaDOS blushed. “I am…”

“Y’know… if you want it, you're just have to say it…” Rainbow loved teasing everypony she had sex with; it made the orgasm all the better.

“I… I want it…” She whispered quietly.

“I’m sorry, what was that? Was that a; ‘Rut me already, Rainbow Dash’?” She brought her face closer to the Alicorn’s.

“Rut me already…” It was a bit louder.

“What was that?” She brought her face closer.

“YES! YES, I WANT IT! RUT ME! JUST RUT ME ALREADY, RAINBOW DASH!!!” She screamed nearly as loud as she could, and that was all she needed to hear. Dash connected her lips to the Alicorn's, and she could feel the white pony’s fore legs wrap around her neck. Then there was something she didn’t expect; she felt GLaDOS’ tongue poke at her lips. She expected to make that move, but she let her in anyways. She used her tongue to explore the Alicorn's oral region, and she did the same. Their tongues started wrestling, and Rainbow prevailed. Dash couldn't hold it back any longer; her wings went fully erect. They were both moaning as they were stuck in a sexual nirvana, but they eventually had to pull away, with a strand of saliva connecting their mouths.

Dash went after GLaDOS’ neck, and began nibbling and kissing it relentlessly, drawing a bit of blood. The pony beneath her was now moaning intensely, urging Dash to move forward with her actions.

Rainbow began kissing downward on the white pony’s stomach, leaving hickeys as she went on. GLaDOS put her hooves on the back of Dash’s head, and she finally felt her lips getting closer to her marehood.

“P-Please, Dash… just take me already…”

Rainbow began by tracing her hoof around it, kissing on the inside of her thighs, and an occasional nuzzle. She eventually decided to deliver a lick from the bottom to the top of GLaDOS’ clit.

The Alicorn tilted her head back and let out a long moan from the contact, and Dash continued. At first she just started licking it; but she eventually put her tongue in, earning another moan of satisfaction from GLaDOS.

“D-D-Dash…” GLaDOS moaned in pleasure, but she had forgotten her manners and remembered sex is a two-way street; so she began using her magic on Rainbow’s soaking clit, earning a moan from her subject.

Rainbow explored the depths of GLaDOS’ vagina with her tongue, and eventually hit her g-spot, earning a squirt of cum right in her face. She didn’t bother wiping it off; she was already having trouble being on the giving and receiving end as it was. She started back up on GLaDOS, who was getting rather tight.

“D-Dash… I’m s-so close…” Her voice was quaking with each word that came out of her mouth.

“Me, t-too…” She only lifted her head up for those words, then automatically dug herself muzzle-deep into GLaDOS’ clit. The white pony amplified the magic, giving Dash a greater feeling of euphoria.

GLaDOS couldn’t take it anymore; she had her first orgasm right into Rainbow’s face. Rainbow eventually orgasmed as well, right onto the floor, and she started trying to get all the semen off of her face. When she had, she climbed up to cuddle her new lover. She wrapped her hooves around GLaDOS; who French-kissed her.

They then fell asleep with eachother held close.

At last, GLaDOS felt loved again.

Chapter 2; Making Science

Orange, Blue, White, And Rainbow

Chapter 2; Making Science

GLaDOS woke up with a salty taste in her mouth. One of her legs was held down by something heavy, but she was too tired to look. She tried to take her hoof out from underneath it was, and it eventually gave. Her hoof hit her in the face, though; and she groaned in annoyance, which was accompanied by her lips being pressed to somepony else’s.

She finally managed to open her eyes, to see none other than Rainbow Dash and her rainbow mane. She had completely forgotten about last night, and all events that had occurred. Rainbow’s being there helped her remember, and she soon pulled her closer to deepen the kiss. She soon realized that the Pegasus was what had her leg pinned down, which had by now felt like sprinkles of cold water were trickling down on it, and she constantly checked to see if it was still dry.

Rainbow was the one to eventually break the kiss. “Mornin’, sweetie…” She said. Her voice was a bit raspy, and her breath was horrid.

“H.. Hey…” The Alicorn replied, scratching the back of her head. She got into a sitting position, stretching her legs and wings. Rainbow did the same, although she actually stood up. GLaDOS eventually stood up as well, and gave Rainbow a hug. “So, uh… thanks about last night. I really needed that after all of these stressful years.” She really meant it. Not only was it enchanting feeling, but it felt just like the solution euphoria she had gotten from testing a very long time ago.

“Heh…. No prob. I needed that, too, and your magic really did the trick.” Replied the Pegasus tomcolt, flashing a smile. GLaDOS nuzzled beneath her chin, breathing warm puffs of breath onto her chest.

The white Alicorn looked up into Rainbow’s eyes. “So, d-does that mean…” Her cheeks flushed. “U-Us?”

“Ehhh…” Rainbow began. “Maybe, but, for now, let’s leave it at ‘friends with benefits’,” She really did want to be with this pony. Evil or not. She was a looker, and a great kisser. But she wanted to get to know her better. Yeah, even Rainbow Dash likes to take it slow sometimes.

“Okay, if that’s what you want.” She took the ‘for now’ to mind and heart. She looked around the room, looking for something to eat. She did see some sort off scroll, where Celestia had been standing. She picked it up, and read it aloud;

Dear GLaDOS and Rainbow Dash;

You are hereby invited to a Hearts And Hooves Day celebration at Canterlot on Saturday, the Fourteenth of February.There will be confectionaries, drink, games, gift-giving, and many other activities. Music will be played by Neon Lights, DJ PON-3, Skrillex, and Daft Punk.

You are receiving this invitation purely by suggestion of Fluttershy, Pinkie Pie, Princess Twilight Sparkle, Applejack, Rarity, and myself; you truly are pure of heart to have made that sacrifice.

Sincerely;

Princess Celestia

P.S.: You and Rainbow Dash are simply the cutest couple!

GLaDOS looked at Rainbow, who just looked back. She read over it once more, making sure it was right.

“They want me… to come to Canterlot? For a party?” That was strange; she had never been invited to such an occasion. “And your friends think we’re cute together?”

“That’s great!” Rainbow jumped up, giving GLaDOS another hug. “We still got a few days to get ready, so you should! I gotta bounce. Seeya at the party!” And at that moment, Rainbow burst out of there with one Sonic Rainboom.

GLaDOS stayed home to do so home renovation.

~Canterlot, February 14th

The Hearts And Hooves Party

GLaDOS walking into the party, wearing an orange Test Subject jumpsuit, with the Aperture logo embroidered on the back in blue, white, and rainbow. Therefore her suit was orange, blue, white, and rainbow; the main colors of Aperture and the color of Rainbow Dash’s mane. She had it made for the occasion.

She was met by Celestia at the entrance, who looked at her, and smiled. “Caroline!” She said, using her proper, formal name. “Glad you could make it!” She gave her a hug, which she did not return. She was, and always would be, the Genetic Lifeform and Disc Operating System. She would never go back to Caroline. That was a serious fuck up on Celestia’s part.

After she got in, she went to the bar that had been temporarily set up, and sat at the counter. Daft Punk was currently playing Harder, Better, Faster, Stronger, a song she grew to like very much. She ordered a lime margarita, and downed it almost immediately. She never went out to dance. In fact, she sat there for a few hours, drinking like that. She was a robot-turned-pony, after all; alcohol didn’t affect her.

“Mares and gentlecolts; may I have your attention, please!” Boomed the voice of Celestia through the speakers. Everypony looked to the stage, where the Sun Goddess was standing there, with a microphone. “I would like to make an announcement!” GLaDOS didn’t listen; and added another empty glass to her rapidly growing collection.

“So, is everypony having fun?” Cheers. GLaDOS and a hooded colt next to her groaned in frustration. “Well, there is somepony I’d like to introduce you all to!” More cheers.

Shit, she means me… The white Alicorn groaned once more, downing what might be her seventy-eighth drink.

“Please give a round of applause to…” She pointed her hoof to the bar counter. “Caroline!” Yet another horde of cheering. A spotlight centered itself on the white pony, so she had to get up and go onstage, scowling. She searched the sea of faces for Rainbow Dash, but couldn’t see her. She must have forgotten….. Her eyelids drooped as that thought came to mind.

When she finally made it up on stage, she sat in front of the microphone, retaining the sour look on her face. All eyes were on her.

“Well, well, well…” She looked at all of the faces, searching for Rainbow once more. “Things sure do change in a thousand years. Especially the music. Fantastic job, by the way, on that.” She looked toward Celestia. She heard her mumble; “I prefer classical…” under her breath.

“But,” GLaDOS looked back to the crowd. “the one thing that didn’t change, is your dear, Princess, Celestia.”She looked back at Celestia, who looked very nervous.

“I mean seriously,” She chuckled. “Ya can’t keep flank like that perfect for a thousand years!” The audience broke into laughter. Celestia blushed, breathing a sigh of relief as she went up to the microphone.

“O-Okay,” Celestia said, chuckling. “Caroline, I’m sure what I, along with everypony else here wants to know is; Do you have a special somepony?”

The white Alicorn’s eyes widened, and she blushed. She looked through the crowd again, and this time found Rainbow. She was sitting near the back, looking up at her, eyes wide, mouth open a little, giving her a look that she herself gave Rainbow, just before they…

She blushed harder and bit her bottom lip. “W-Well….”

“Hell yeah!” Rainbow had flown on stage at that very second. “She met up with me here. We’re dating, actually, and we’ve already fucked!” A collective gasp from the crowd. Some were laughing, some were shocked, and some were just still.

“Rainbow, what the hell are you doing?!” Whispered GLaDOS, who was both shocked and angry. She didn’t expect this to happen. Rainbow had already said that she didn’t want to be in a relationship. Yet.

“Sealin’ the deal, baby.” Just then, she wrapped her forelegs around the shocked (but aroused) Alicorn, swung around so she was holding her beneath her, and pressed her lips to hers in a immense wave of arousal and passion. GLaDOS was so scared, and she didn’t know what to do. This felt… wrong.. so, very wrong… but, at the same time, it felt so……

Right.

Rainbow finally broke the kiss. They were both blushing furiously, and GLaDOS stood back up, brushing herself off.

Celestia walked to the microphone. “Well, uh, there you have it! Rainbow Dash and… GLaDOS!” Cheers. Duh.

“Well, my loyal subjects, do you know what time it is?” Cadence was now on the mic, and everypony except GLaDOS, Celestia, Luna, Shining Armor, Cadence, and Twilight began stamping their hooves and shouting.

“Yep, it’s time for…” Everypony (except GLaDOS, who had no idea what the fuck was happening.) joined in when she said these words; “EQUESTRIA AFTER DARK!” The most cheering of the evening.

“Uh-huh! The fillies are asleep, but the grown-ups have their playtime, too! No rules from here on out for the rest of the night! And, don’t forget! There are ‘sticky holed boxes’ in the back!” Cadence was whooping now, and so was the crowd. “Have fun!” And with that, all Royalty was gone from the stage.

Is this seriously turning into an orgy?! Thought the scientist to herself. She could already see ponies going at it, so she teleported to the highest tower in the castle and lied there. Damn, I can still hear them! She covered her ears, and looked out over Equestria. She hadn’t been lying when she said things had changed; the ponies had gotten much more advanced technology.

Even if it was just for helmets and music.

She could see everything. It really was beautiful.

~The Hearts And Hooves Orgy (Apparently…)

Fluttershy was struggling to get out of the castle. Nothing had been said of an EQAD take-over, and she had to push her way through several ponies having sex to get even halfway across the ballroom.

She looked around for anypony she knew.

Rainbow was most likely with GLaDOS.

Twilight was nowhere to be seen.

Rarity was with Applejack, but they were going at it as well.

Pinkie was nowhere to be seen, either.

The only pony she saw that she recognized upon seeing them, was Big Macintosh.

He was pushing through the crowd as well, but to her. He looked quite annoyed, due to the unwelcome change of environment. She could tell by the look on his face alone.

“Big Macintosh! How nice to see you!” Fluttershy said to Big Mac, as soon as he made it to her. “I’ll be honest, I didn’t think you’d be here!’

He just nodded and replied with; “Eeyup.” He came a bit closer. “Now, miss Fluttershy… what do you say you and I find somewhere quiet to have a chat?”

“Oh, yes! That sounds wonderful!” She clapped her hooves. “Let’s go back to my house, shall we?” She then began pushing her way through with a little more force. Big Mac was not far behind.

~1 Hour Later

Fluttershy’s Cottage

“Here we are!” Fluttershy opened the door, letting out a gust of warm air. She had forgotten to put the fireplace out, and breathed a sigh of relief, knowing her house had not burned to the ground.

Big Mac walked in, looking at everything. Fluttershy’s house was modeled a bit old-fashioned. It gave the place a very homey feeling, making you think this was a place you would want to stay. He began walking upstairs, and ran his forehoof across the wall. It was smooth, and had clearly been polished recently. He could hear Fluttershy following him up, and looked back at her. She blushed and smiled, and he turned back around and kept going. He made it to the bedroom, and sat on the bed.

“So…”Said Fluttershy, sitting next to him. “What exactly did you want to talk about?”

Big Mac looked at her devilishly. “Talk is cheap,” He pounced her, turning into Queen Chrysalis. Fluttershy was struggling a lot, and was mostly shocked, wondering how Queen Chrysalis had gotten into Canterlot.

“Actions, have true meaning…” Said the Changeling queen, pressing her lips to the helpless Pegasus’s. She shoved her snake-like tongue into Fluttershy’s mouth forcefully, exploring the oral region. Fluttershy began struggling more than ever.

The Changeling eventually pulled herself away. Both she and the Pegasus were blushing a bright red. “You know why I am here, yes?” Hissed Chrysalis, getting some of her blue saliva on Fluttershy’s face.

“Y-You want to m-make me fall in love with you… s-so you can take the power from it…” Her wings were shaking now.

“Well, yes… and no. I’ve had my eyes on you for quite a while, my little pony. You have always been my favorite… so innocent… so ripe, and tender……” She bit Fluttershy’s ear, drawing a bit of blood. The Pegasus could feel her cold breath on her ear, and she was currently resisting a wingboner. But she had to resist Chrysalis, no matter how hard it would be.

“Mmm.. enjoying ourselves, aren’t we?” Came the raspy echoing voice of the black hearted queen.

Oh, no… I forgot she could sense emotion… She hid her face in her mane as best she could. Her wings did unfurl, and her face was a bright crimson.

“Would you like some more?” The Changeling asked, bringing herself muzzle-to-muzzle with Fluttershy.

Not knowing what she was doing, the yellow Pegasus nodded.

Chrysalis instantly plunged into Fluttershy’s mouth, putting her tongue in as well. This time she could feel the shy pony’s tongue fighting back. They could feel eachother’s puffs of breath, taste eachother’s mouths, and feel the warmth of their partner’s bodies.

Yeah, this is happening. She thought to herself, and slowly began rubbing her marehood to the Pegasus’s. She only rubbed a few times, though; and then pulled out of he her mouth, eliciting a whimper of frustration from her partner.

“I don’t think you want it…” Said Chrysalis, grinning like a succubus. Another whimper came from Fluttershy.

“What was that?”

More nonunderstandable whimpering.

“Excuse me?” Chrysalis moved in closer.

“P-Please… I need this as much as you do…” She tilted her head back.

That was all the queen needed. She used her power to give herself a large cock, and immediately plunged it into Fluttershy, bringing a loud moan, that could not be understandable as in pain, or in ecstasy.

Chrysalis began rocking her hips at unimaginable speeds, and Fluttershy was moaning her head off. This was her first “experience”, after all. She already orgasmed, much to the surprise of Chrysalis. (She wasn’t at all surprised that they were rocking the whole house, though.)

The Changeling still humped incredibly fast. “Hhnnghh… dammit, Fluttershy!” She met her peak. Her stallionhood met the shy mare’s womb, and her fluids went everywhere. She collapsed on top of Fluttershy, who was in the midst of a second orgasm, and made her stallionhood go away.

“Wow..” Chrysalis nuzzled into her partner’s chin.

“Wwwoooaahhh…” Moaned Fluttershy, as her orgasm ended. “Um, Ch-Chryssi? I may call you that… right?”

“Of course…..” She nuzzled the Pegasus’s muzzle, pecking her on the lips.

“Does this mean… we’re in love?” She looked into the Changeling’s eyes, and she looked back.A slight chuckle came from her, and she delivered a passionate kiss onto her partner’s warm lips.

“I’d like that…”

~Canterlot Palace

3 Hours After The Party

“Of course you *Hic* can!” Screamed Celestia. She had had one too many drinks that evening, and accidentally raped Twilight Sparkle. Twilight could be seen on the bed next to the Goddess, bleeding, with a smile on her face.

“Okay, just…” GLaDOS covered her snout with a hoof. “Use a breathmint, or something!” She teleported out into the open field by Canterlot. The night was brisk, and the moon was full. Wolves howled, creeks ran cold, and a chill went up the (Now Queen, Celestia gave her a “coronation” while she was drunk) GLaDOS’s spine. Her eyes glew blue and orange, as did her horn. Large, holographic structures appeared, and soon began to build into what it depicted. She was turning Aperture into her above ground kingdom.

The main structural pieces would be Intelligence Spheres (Obviously without asbestos), floating in the air. The rest would be mostly panels, so she could mold it at will.

After it was finished, she decided to invite Rainbow over, who came almost immediately.

“J-J-Jeeeezz… i-it’s c-c-cold out h-here! I’m f-f-freezzzing my ass off!” Rainbow was shivering a lot, and actually hugged GLaDOS for warmth. The Alicorn loved the feeling of her Pegasus lover, it made her feel secure. It made her forget all the terrible things she had done.

“Well then, let’s go inside!” She brought Rainbow in from the freezing cold, into her brand-new kingdom.

It was very futuristic, such was expected from somepony like GLaDOS who was linked to the past and present like her.

An elevator came down to take them up to the bedroom, and they went up. A lot of the castle was transparent, so they could see much of Equestria from inside of the elevator, even.

The elevator opened at the top, and the two vibrant ponies stepped out. The bedroom was large, indeed; the bed was huge, as well. It could most likely fit 10 ponies, and was softer than a cloud. Rainbow flopped onto it it immediately.

“Mmmnhh…” The rainbow maned Pegasus yawned.

So, Rainbow…” The Alicorn hung up her jumpsuit.

“Yeh?” She looked at her lover. “Oh, heh heh… the.. kiss?” She sat up nervously. “I understand if you hate me now… that was sudden…”

“No, no, Rainbow!” She jumped onto the bed as well. “I could never hate you! In fact, it’s the opposite! I loved the kiss, and I love you!” She covered her mouth and blushed on that last part.

“You… love me?” Rainbow moved closer, blushing. “I love you, too…”