Fel Equestria

Chapters

Chapter 2
Chapter 3
Chapter 4
Chapter 5
Chapter 7
Chapter 8
Chapter 9
Chapter 10
Canterlot: Scootaloo 1
Interlude: Filly Scouts 1
Interlude: Filly Scouts 2
Canterlot: Celestia 2
Canterlot: Moonlight 1
Chapter 1
Chapter 6
Canterlot: Luna 1
Canterlot: Celestia 1

Chapter 2 Author's Note

Foalcon incoming, people. If you get offended by that... don't read it. Seriously, I'm... I'm warning you right now. XD So it's your own fault if you read it after this and get offended. Okie dokie lokie! *pronks off*

Chapter 2

The teacher was late. That in and of itself was incredibly strange. From day one at the Canterlot School for Gifted Unicorns, punctuality was strictly enforced and ingrained in the minds of all the foals there. Being even a minute late often led to strict punishments, such as time in the isolation room, or several demericks at the very least. Sunny Days had never, ever heard of a teacher being late, much less seen it for herself. The little sky-blue unicorn mare fidgeted awkwardly as she sat at her desk, glancing nervously between her classmates. Most of them looked just as nervous, eyes locked on the door.

Had the schedule changed? Had they missed an announcement for a school assembly? Oh Magic, missing one of those would be really, really bad...

"What do we do?" Her neighbor to her left, a little grey mare named Dinky, hissed out, a small whimper following out moments later.

Sunny Days shrugged, trembling slightly herself, but feeling bad for her smaller friend. Dinky had been brought in during her elementary years, much like Sunny had, and had been a frequent target of the teachers' wrath. Being that her mom was allegedly a pegasus, and one with mental and physical problems at that, she wasn't one of the vaunted purebloods. Sunny thought the favoritism showed to the sons and daughters of the Nobles was totally abhorrent, but... well, it had always been that way.

With a crackle of passive magic, a field washed over the classroom, and every student stiffened in surprise, little purple sparks erupting from each and every one of their horns. And with each little pop and snap, a strange heat began to fill the little sixteen year old mare, her bright purple eyes widening in shock. She... couldn't be going into heat. It didn't come on that suddenly, and her schedule didn't put her in estrus till the next month. But the heat and the powerful, burning need... it was like Estrus ramped up several fold!

Doing her best to hide her scent and the marks of her quickly budding arousal, Sunny Days shifted her rump in the uncomfortable wooden seat, mentally cursing the soft white panties and the skirt she, like all mares and fillies, were forced to wear. While it certainly covered everything and helped with modesty, right now, the softness was rubbing riiiiight at a sensitive spot. Glancing around sheepishly, the young mare was surprised to find almost all of the other students squirming in nearly the same way. On her right, a grey-furred colt whose name she had been too shy to learn, was doing his best to hide the thick bulge showing in his pants. But Sunny was very sure that she could see some mottled pink and black peeking free and-

Yelping quietly, Sunny jerked her head forward as the door slammed open. Yes, a teacher, fin... a...lly... A tall, purple furred unicorn mare happily trotted inside, humming quietly to herself. Her streaked purple mane was pulled up in a classic bun, and she scanned the class curiously, dainty glasses settled on her nose. She was dressed like a normal teacher, with a buttoned up white blouse and sensible dark skirt... but this new teacher was also, easily, the hottest she had ever seen. Sunny Days worried her lower lip with her teeth. She had long since come to terms with her attraction to the pretty mares around her, which could be just as strong as to the colts she knew and hanged out with. Come to terms with, and buried down with a passion. Acting on those urges was not an option, not when it could get one sent to a re-education camp out in the badlands. And if Sunny thought her school strict...

"Good afternoon, class," the new teacher said warmly, giving a teasing smile to each of them, "I apologize for being late. I had a few... things to handle. My name..."

She turned to the blackboard and gripped a piece of chalk in her magical grip; with a simple flick of her tail, the teacher's skirt rose up, giving every student a flash of their pantie-less teacher.

"Is Miss Sparkle. I'll be your new teacher from now on."

She grinned back at them, and a stunned little Sunny was absolutely certain she would pay extra special attention to this lesson. And, unknown to each of the colts and fillies in the room, their eyes began to shimmer with a soft purple light. Giggling quietly, Twilight Sparkle turned to face them all again, an excited grin stretched across her muzzle.

"Little Dinky... yes, you. Please, come to the front of the class. I'm going to need an assistant for today's lesson..."

****************************

The Canterlot School for Gifted Unicorns was one of the most well-funded institutions for education in the entire kingdom, and they had diversified well in teaching areas for students. One of the biggest upgrades to the school had been a fully furnished and lovingly tended greenhouse, settled in a secluded corner of the campus. Looked after by thestral "servants" and gardeners, students often have botany and biology classes there, studying and learning about the various uses and dangers of the plants.

"Hey, where are the batponies?" someone asked, and Midnight Haze blinked, glancing around as that thought registered in his own mind.

Midnight and the rest of the class had arrived perfectly on time, as per usual, and the greenhouse was usually a buzz with activity- the thestrals rarely stopped watering or pruning, or the teachers would crack down on them harshly. There usually was an earth pony mare among them, but she also worked in the school's orchard... still... It was very unusual for the thestrals to risk the teachers' wrath like this.

"Probably out hunting," someone spoke up, and got a few laugh for the not funny quip, not noticing the tightening of Midnight's jaw.

His parents had been thestrals. He had just been "lucky" enough to be born with a horn, which had allowed the government to take him into their custody, and be all but raised at the Canterlot School for Gifted Unicorns. He did get letters from them from time to time, but never a care package. Those were always held back, he was certain. With a grumpy huff, Midnight brushed a lock of his blue mane out of his eyes, determined to ignore his ignorant classmates. He didn't expect them to know that thestrals rarely ate meat- fish, just like pegasi, if they could get it, but nothing red. They rarely learned about the other races in biology class, after all.

"It smells really good in here today," Silver Chime, a small first-year, whispered from beside Midnight, smiling dreamily around at the all the flowers.

Blinking curiously, Midnight took a deep breath, and his eyes widened slowly, purple flashing unseen in the back of his eyes. It... did smell good. Really, really good, like the best perfume and colognes mixed together with... something... Something amazing, and something very new to the greenhouse. There were definitely new plants in the greenhouse; massive blooms that seemed to slowly shift colors, from blue to white to red... Every color of the spectrum seemed to flash before his eyes, and Midnight found himself walking towards one of the blooms. In his periphery, he could see little Silver Chime walking towards a new pitcher plant, one large enough to hold several ponies in its depths.

The bored chatter was beginning to die away as more and more students began to fall under the spell of the plants around them, not noticing the grinning peach-colored mare that blended into one of the stalks of a tree that had grown up in the middle of the greenhouse. Not noticing the pony shaped lumps in the middle of several Giant Venus fly traps, squirming softly and giving muffled, blissful moans. None of them spotting the gleaming red eyes hidden in the canopy, toothy grins catching the light.

One of the older students, the one who had accused the thestrals of being out hunting, let out a muffled cry as a shadow swept down and yanked him into the tangled undergrowth. Hot Shot cried out in surprise as vines and small thorns tugged and pulled at his pelt and mane. His blazer was torn off easily and, with a small giggle, a fanged maw darted down to cut through his belt and pants, ripping them off as well. Hot Shot was shocked to see that his cock was rock hard, dripping pre in his arousal. He was also more than a little shocked and frightened to find himself in the hooves of no less than a dozen grinning, red-eyed thestrals, led by a giggling, green-eyed thestral who was far larger than all of them.

Her soft hoof traced slowly up his shaft, and a little noise of suppressed pleasure bubbled out of Hot Shot.

"You were right about one thing," she whispered, one of the thestrals' hooves reaching out to stuff itself into his mouth and block out his frenzied sounds, "We WERE hunting. Hunting for a new plaything..."

Nearly too fast for the colt's eye to follow, the yellow thestral slid her throat down his cock till her muzzle was firmly pressed to his stomach. Pleasure rocketed up his spine, and he arched against her so-tight, squeezing throat... only to squeal as another cock came a-knocking to his backdoor. Tensing up, Hot Shot began to wriggle frantically, but the thestrals around him were far stronger than he. Inch by inch stretched open his bottom, and a little gurgle of pain-pleasure worked out of his blocked muzzle. The male behind him almost gently wrapped his forehooves around Hot Shot's barrel, and he began to happily lap and nip up his sensitive ears.

"Don't worry kid, I'm gonna go slow," he teased, and the thestrals around him giggled.

Too focused on the plants to be aware of Hot Shot's predicament, the other kids of the class were now studying the new flowers and pods in depth. Midnight Haze was smiling dreamily as he rubbed his cheek along the inside of the flower's bloom. Little cilia tickled his sensitive fur, and the wonderful scent clouded his senses. His nose nudged the thick stamen of the flower, and a puff of pollen quickly clouded around his lips and nose. Blinking and trying not to sneeze, Midnight opened his mouth and quickly lapped his nose clean... and gave a loud, orgasmic cry as pleasure ripped through his body like a lightning bolt. The pollen had no clear taste, but each bit of dust on his tongue filled his body with euphoria. And desperate for more, he quickly nudged the stamen again, lapping frantically along its strangely thickening length.

Silver Chimes had climbed up the side of the giant pitcher with a sticky hooves cantrip, her eyes locked firmly on the dewy lip of the pitcher. The scent that had lured her, a sweet melon-y scent that reminded her so much of the home she had not seen since she was a child, was thickest here, and she desperately leaned forward to lick along the lip. The taste was exquisite; like the ripest melon that her earth pony mother had ever grown and given to her. Whimpering softly and trickling her own juices down the pitcher, Silver leaned into the pitcher, licking up every bit of dew she could reach. Just like the pitcher wanted. The side flexed once, and Silver gave a surprised squeal as she fell inside into a small puddle of the dew, which quickly coated her small body.

A warm tingling slowly rose around her body, focusing especially on her sensitive teats, her untouched plot, and her strangely sensitive hooves; but the tactile sensation was nothing compared to the one taking over the young filly's mind. Silver Chimes had always been a very shy, very nervous young filly, knowing that she had little strength in the magical arts, and that her special talent lay in making music. The art department at the School was hardly lacking in funding, but the competition inherent in it was... nerve-wracking to say the least. And that sheepishness to stand out had carried over into all of Silver's life. But now, it was as if all of the tension in her thirteen-year old mind was draining away. Her muscles slowly relaxed, and she flopped down into the dew, a satisfied smile on her lips as she lapped and suckled at the sweet fluid. Small tendrils from within the pool began to crawl out and wrap lightly around Silver Chime's hooves, but she paid them little mind, only giving soft, pleased noises as the tendrils engulfed them, cilia massaging the sensitive skin. One especially large tendril carefully enclosed Silver Chime's nose, giving her specially treated air to breathe as the dew began to quickly fill the interior of the pitcher. From outside, Silver Chime's silhouette was swept away in a rush of fluid that bloated the pitcher's outer body.

Unbeknownst to Midnight Haze, the flower he was suckling at had begun to close in on itself, and him. Closing firmly, all that could be seen of the colt was his wriggling hind legs, but he paid little mind to that. The stamen was his whole world now. Shaking heavily, with his lower body coated in his own cum, Midnight Haze frantically licked and nibbled along the outer edge of the flower's wriggling stamen. It was only when he leaned up to suckle at the wide tip of the stamen did things suddenly change. With a surge of movement, the stamen plunged down the surprised colt's throat, the numbing agents in the tip of the stamen suppressing his gag reflex, while a special tendril broke off and slid into his lungs to keep him breathing. It was an odd sensation, one that left Midnight frozen as the stamen went deeper and deeper, curling and coiling inside his lean body. Managing to turn and look down, Midnight stared in awe as he watched the stamen's progress through the bulges in his stomach. How was he not dead?

A strange pressing sensation began to fill his ass, and he let out a muffled, strangled cry as he felt his innermost depths beginning to stretch out. The sensation was somewhat painful at first... until it rail-roaded over his prostate. Midnight squealed loudly at the surge of pleasure, and a thick spurt of pre launched from his rock-hard dick. The stamen was covered in little bumps, and each one left the little unicorn quivering and mewling frantically, on the edge of release. It was only then that he noticed the end of the stamen hovering in front of his eye, the little opening in the middle almost seeming to wink at him.

No way.

Coiling back around, the stamen's center eye opened wide and engulfed Midnight's cock and balls in one fell swoop, tightening around them quickly. Thousands of cilia, very warm and constantly moving, began to stroke and massage at every square inch of Midnight's colthood- there was even a small patch inside him that was teasing and squeezing his engorged prostate. The pleasure was more than anything Midnight had ever managed with his hoof, even with the aid of lotion and a stolen magazine. As he moaned and wriggled frantically against the stamen, an orgasm was ripped out of him within seconds, his eyes rolling back as he felt the warmth of his very essence travelling through his body. Little holes in the stamen dripped some of the cum onto Midnight's tongue, and he flushed ferociously as he tasted his own salty seed. And as the suckling continued, the realization hit him like an earthquake: he had no control whatsoever. He could be stuck in this plant forever. And he wasn't sure if he cared. His sinful, bliss-filled cries carried out of the plant, joining a cacophony of others around him, as Applejack's plant kingdom found its first source of hosts and energy.

Giggling softly to herself, Applejack watched with amusement as Fluttershy's band of thestrals pressed Hot Shot's muzzle into a pool of cum dripping from one of the plants- the well-fucked colt automatically began to lap it up, quivering heavily as the heavy male atop him let out a deep groan, signalling another thick shot of cum to join the others in the colt's bulging belly.

"Ah hope Twilight is havin' as much fun as we're havin', sug."

*****************************

"That's it, class," Twilight was purring as she sat at her desk, grinning slyly, "You have to keep a dual-focus. Pleasure your partner, but focus your magic on my target. That's it..."

Reaching down underneath the desk, Twilight let out a pleased groan as Dinky's quick-learning tongue focused on her clit, and Twilight's unclad hoof gently traced little circles around her soft ears.

"You're doing such a good job," she whispered down to the blushing little filly, "Your mama is gonna be so proud of you. Mmm..."

That got a perky smile out of the blonde filly, and she eagerly suckled at Twilight's juices, utterly addicted. Her eyes were a brilliant purple, just a few shades darker than her pelt color; Twilight loved that color. Adored it, really. All over the classroom, the students' eyes all glowed the same uniform color, attention locked on the glowing red magical circle on the chalkboard. Dual-focus had been a lesson that Twilight had particularly enjoyed with Princess Celestia, though she felt that her own method of teaching was both more challenging for the student, and a little more fun. It was certainly difficult to focus on channeling magic when pummeling, or being pummeled, in sex for the first time ever. All the fillies and colts had been quite shy, but exposure to the lust magic permeating the school, and the pheromones from the greenhouse, had left them quite pliable. Seeing little Dinky eagerly licking at their teacher had set most of them off in a hurry.

Sunny Days was hunched over her desk, panting raggedly as she desperately tried to focus her impressive magical talents on the glowing circle; the colt atop her was fairly heavy and stocky, likely of earth pony stock in most of his bloodline, but his cock felt amazing. Cock. Just thinking the word left Sunny shivering in the delicious naughtiness. His heavy thrusts had hurt a little at first, but Miss Sparkle's magic was permeating all of them, and the pleasure had quickly battered aside the pain. And it felt like some of her organs too. Her tight tunnel clenched down on him with each thrust, her desk squeaking as it rocked back and forth. She hooked her hooves around the sides of the desk, giving a ragged little moan as the tip of his flared cock dragged over her g-spot.

"F-fuck, Sunny," the colt- Galaxy Eye, she thought his name was- groaned out, panting just as much as her as he did his best to stare at the circle, "I-I'm gonna... i-it's gonna h-happen again... Aaaaah!"

With a firm, deep thrust that left Sunny breathless, Galaxy came, cum spurting thickly into the filly and giving her already rounding belly just a little more girth to it. They had already had countless orgasms, the magic filling the room keeping them standing and going, but this one was different. Their cries were echoed all around the room, and surges of magic roared into the magical circle, its glare brightening ten-fold. As she looked over to her teacher, Sunny Days was awed by the look of supreme satisfaction and joy that had filled her teacher's face... and by the bat wings and dragon horns now sweeping out from her forehead. And then everything went red.

Twilight Sparkle cackled happily as the diabolic magic roared out from the circle, infusing each and every one of the foals; she quickly scooped a stunned little Dinky up in her magic and held her out into the wave. Screams ripped through the room, and Twilight's ears fell back a bit. The process, to start, was not pleasant. Obliterating and reforming the soul was an incredibly painful process- but when the fel magics filled them back up. Twilight's smile grew as moans and squeals began to replace sobs of pain and confusion, cum and filly juices splattered to the already soaked floor. She could practically taste the new power in each and every foal... They were not full devils like herself, but now devil-blooded. Powerful, faster, stronger... they were truly the next generation of Equestrian unicorns.

When the magic finally abated, the foals were settled down on shaky hooves, panting raggedly and staring at Twilight Sparkle with wide, uniformly crimson eyes. They were taller now, little runes running down their legs and necks. Giggling softly, Twilight stood to her full height, mane flickering in an unseen breeze as she looked them over with fondness.

"I am so proud of you all, my faithful students..."

Chapter 3

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Chapter 4

The teacher's lounge was shockingly opulent, in Cadence's opinion, considering who it was for. A long plush couch that took up an entire wall, it's own kitchenette, several bookcases... and a holo-crystal that hooked up to security spells placed all around the school. Spells Cadence had since improved upon, and added to, so she and all of her little friends could watch the orgies breaking out. Cadence smiled happily as she brought the lunch room into focus, a few giggles slipping out.

"It's so adorable," she cooed, focusing a pair of young colts spit-roasting a little filly between them, all of their faces screwed up in unbelievable, lust magic-enhanced pleasure, "Don't you all think so?"

"Mmph!"

The teachers at this school had, as a whole, disappointed Cadence greatly. Twisted and deformed from generations of noble inbreeding, almost all of them were entirely passionless. Bitter mares and stallions who only 'got off' on the power they held over their students, and how they could build their own influence. It was... boring. Infuriatingly so, in fact. Having taken a few of the shaken, if still snobbish, teachers from Pinkie Pie, Cadance had happily trussed them up with summoned rope, their hooves tied tightly together, and manes and tails tied together. Their misshapen bodies quivered in the tightness of their bounds, and their expressions ranged from outrage to embarrassment to blankness, stretched around the bits and bridles tied around their heads.

Sighing, Cadance boredly ran a hoof over the erect cock of one of the stallions, scowling down at him. She knew she could fuck each and every one of them into an absolute stupor; her magic would keep them more than ready. But there was no... lust. No lust for live, no ambition, no drive. Nothing that she could feed off of. Not yet at least. Perhaps with a little corruption... Grinning at the male's terrified gaze, Cadance's head darted down like a striking snake, locking him in a firm, dominating kiss. He was going to be her's.

All around the room, tentacles slid out of the floors with flashes of green, demonic magic, wriggling eagerly about in the mortal air that soothed their fiery flesh. Little squeals rose up from the teachers, but they were helpless to escape. With no need to bind their prey, the tentacles struck quickly for their primary targets. Thick, studded tendrils surged into tight, untouched pussies, coiling about happily, while Cadance reveled in the stunned squeals of the mares. Deep grunts and loud groans rolled from the stallions as thinner tentacles slid deep into their asses, milking their prostates for all they were worth. The scent of cum, mare juice, and sweat gave the room a nice, familiar scent to the Archdemon.

"That's it," Cadance whispered huskily, trailing her slim, pre-coated hoof along the stallion's lips, "The least you can do is cum for me, little slave... that's-"

Click. Cadance blinked and turned curiously as the door swung open, revealing a ratty set of overalls stretched across the muscled rear end of an earth pony stallion. Lost in his thoughts, the stallion, dressed in the janitor overalls in the school, did not notice anything amiss till he turned around, and froze. Cadance grinned slowly, eyes giving a little flash as one of the teacher stallions came with a ragged, muffled moan.

"Well, well," she whispered softly, stepping away from the bound stallion as she sauntered her way towards the newcomer, "What do we have here?"

"I-I... I apologize, m-miss," the stallion stammered out, his voice a soft tenor and rather frightened, "I didn't m-mean to interupt, I-I'll be go-"

Slam! He eeped as the door slammed shut behind him, glowing lightly in a lock spell. A sleek feather traveled up his ear, and he gave a small whimper, said ear flopping a bit. Cadance grinned slyly as she slowly slid her silky cheek down his own.

"Who are you, cute little earth pony?" she murmured softly in his ears, delicately teasing the inside with her pointed tongue, "What are you doing here?"

"Q-quiet Step," he mewled out, eyes wide and legs quivering, barely able to support himself, "I-I'm the janitor here, m-miss. I'm s-s-sorry for disturbing you!"

He shuffled around a bit, nervously peering up at her with wide blue eyes. That was his mistake. Caught in Cadance's smoky orange gaze, any chance of escape evaporated in a heartbeat.

"You did nothing on the sort, dear Step," Cadance whispered in reply, giving the young stallion a wide, warm grin, "In fact, you might have just made my day. But first, let's get you out of these silly clothes."

Her horn flashed once, and Quiet Step let out a surprised gasp as his overalls all but exploded into mist, drifting off into the draft of the room. And judging from Cadance's happy coo, she liked what she saw. His colors were plain, with a simple chestnut pelt, and black, short-cut mane, but Quiet's muscles were very well-defined, despite his thin, malnourished stomach. Nibbling softly down his neck and side, Cadance delighted in his soft, needy grunts and whimpers, the wet sound of his cock sliding free of its protective sheath. Glancing beneath him, her joy only grew. Calling him gifted would be an understatement; his cock was as thick around as a foal's leg, and easily twelve inches of black cockflesh swung free at full extension, attached to a pair of rather swollen balls.

Perfect.

"Got a special somepony, Quiet Step?" she asked teasingly, her magic caressing across his face and mane.

She already knew the answer, of course. Cadance had known since they had locked eyes, and he had fallen under her spell. Quiet Step had a rather shitty decade. After schooling for earth ponies had become "standardized" by the Noble Council five years prior, the then fifteen year old Quiet Step had been relegated to servant work and cleaning. Moving to Canterlot to take advantage of what job market that remained in the rapidly tanking Equestrian economy, Quiet Step had been hired by the Canterlot School for Gifted Unicorns. He had been trained to stay out of the way for the most part; the teachers rarely wanted to see him, or have be seen by the students. Quiet Step hated it, but followed the rules, doing his job to the best of his ability. As he did everything. And it was this little tidbit that Cadance adored.

"N-no, ma'am," he replied breathily, trembling under her soul-piercing touches.

Cadance nimbly turned to stand in front of him, giving Quiet Step a toothy, playful grin, "Is that so? Would you like to do something for me then, Quiet?"

"Anything!" He blurted in an instant, flushing deeply beneath his fur and shifting from side to side.

With a positively predatory grin at his eager answer, Cadance giggled, and spun around quickly, lifting her shimmering tail out of the way to reveal her glorious plot, marehood flushed with excitement and dripping lightly.

"Worship me."

Quiet Step stared with wide eyes at the plot before him, slowly stepping towards this mare that had so entranced him. He was nervous. It was not that Quiet had never known the touch of the mare; he had a few marefriends back in Ponyville, and seen a few mares of the night in his lonely time in Canterlot. But this mare was powerful; she was beautiful; and she was very much a dark goddess. His soul cried out in warning... but it was far too late. Burying his velvet nose into her marehood, Quiet's long, broad tongue stroked deep into her, again and again. The taste was incredible; hints of strawberries, cream, and a deep musk that left his head utterly swimming. His cock and balls felt too tight, and he wanted nothing more than to bury his length deep into this clenching marehood. But that was not what she had asked for, and Quiet Step was a professional. Shifting up just slightly, he rubbed his velvety nose over her clit with each deep lap.

This stallion is good at this! Cadance thought in surprise, her teeth clenched in pleasure with each measured lap and nuzzle along her sensitive clit.

"Yes, keep going, my dear Step," Cadance murmured happily, her ethereal tail wrapping around Quiet's head and upper body, stroking him tenderly, "Ooooh, make me cum... make your princess cum..."

Her tail was heavenly. Feeling all the world like a thousand hooves rubbing and stroking along his fur, Quiet Step gave a few happy moans into Cadance's tightly clenching marehood, his muzzle all but trapped inside her. Her juices were growing in volume, and Quiet Step vaguely realized that his hunger from before was sated. Wrapping his hooves around her hips, he pressed in as deep as he could, desperate to please this mare. This 'princess' that had given him such a gift.

But Cadance had a devilish little thought, and she giggled softly, her tail very gently pulling Quiet Step back. The little whine that tore from her lover made her beam.

"One more place, my little Step," she cooed back at him, and she delighted when the stallion darted forward to nose and shyly brush his tongue over her rosebud.

It was... certainly not something Quiet Step had done before. But if he had to be honest with himself, it wasn't unpleasant. The mare was very clean, and as he pressed his marecum slicked tongue easily into her tight ass, more of the intoxicating musk clouded his mind and heightened his senses. Her groans and little cries were an utter delight to his perked ears, and he gave a drunk little giggle as he eagerly tongued and lapped inside her rosebud. Normally he would be embarrassed by such sloppy, eager lovemaking, but such feelings and thoughts were quickly disappearing. The archdemon had her hooks in him now, and was tearing out all the things that she didn't want.

Her horn gleaming brightly, Cadance grinned slyly over at the mass of bound teachers, many of them staring in bleary, cum-drunk shock. The lust and pleasure in the room was nice and thick, and she was certainly going to add much more before Cadance was satisfied.

"Cum with me, Quiet," she hissed, quivering as the tight ball of pleasure in her depths readied, "Cum with your Princess Cadance."

And without a single touch to his swollen, needy balls, Quiet Step obeyed, crying out hoarsely into her ass as he came with all he had, cum spurting thickly onto the wooden floors beneath himself, forming a rather sizable puddle. It was the most intense orgasm the young stallion had ever had, and left his mind in shambles. And it paled in comparison to Cadance's. She screamed a sylibant cry into the lust-filled air, and magic erupted from her horn in a tidal wave of green fire. The room shifted and warped before their very eyes; stones walls replacing the wood paneling, thick banners of red and pink chains and hearts rolling down from the ceiling. Red and black cushions sprouted from nothingness, and the squealing teachers found themselves being dragged down into a large tentacular pit in the center of the room, where something massive shifted and screeched happily. The floors themselves shifted, becoming unbreakable glass, allowing any occupant to see into any room in the school.

Beaming, Cadance stepped away from the limp, quivering Quiet Step who, unbidden, had began to frantically lap up his cummy mess on the glass floor. She had more plans for him, of course; deep in the filly's shower room Cadance watched with glee as Rainbow Dash organized a train of all her students, all but one. A little blue unicorn filly was currently buried deep into the pegasus' snatch, eating her out with a furious gusto. In the auditorium, Twilight was organizing a "new" branch of Filly Scouts, beaming down at an eager, watchful crowd of little fillies, while Pinkie Pie and her workers stacked up box upon box of her "special" baked goods. Two little fillies sat on either side of Twilight, eyes a gleaming purple, with little collars fixed around their necks. Rarity laid in the back of the auditorium, lounging on the coils of several large pony-naga while her magic worked furiously to make new uniforms for all the foals in the school.

Outside, seen through the massive stained glass windows that had replaced the tiny originals, Cadance watched Applejack and her new breed of little dryads skip around the campus, massive jungle plants rising up in their midst, ready to snag unwary ponies and breed again. Already, their heady pheromonal scent would begin to drift into the rest of nearby Canterlot... The Canterlot School for Gifted Unicorns was unequivocally theirs' now. And it was glorious.

Laughing lightly, Cadance turned to smile brightly at Quiet Step, who was sitting perfectly at attention, cum glazed over his muzzle, but his demonic green eyes shining. She slowly slinked her way over to her first true pet, kissing the top of his head gently.

"Such a good boy... now, lay on your back, and get that cock ready. We aren't done yet..."

**********************************

Unnoticed by the girls, three mares raced frantically from the growing jungle, panting raggedly and utterly terrified. None had gotten a good look at the invaders, but the horns and bat wings could only belong to one thing. Demons. Demons were invading Equestria. As if something worse had to happen to their fallen kingdom. The pegasus of the group took to the sky with frantic flaps, leading the little unicorn and stocky earth pony deep into the bowels of the Lower Districts of Industrial Canterlot. No authority would believe them; especially a mud pony and a servile little flapper. Not even a single young unicorn mare. All they could do now... was survive.

Author's Note

Whoo! Bit of a short chapter, but I am proud of it. We will be seeing lots of Quiet Step, believe me. And you all should know who those three at the end are. :P

Chapter 5

In the past ten years, Equestria had undergone a massive industrial revolution, especially in the capitol of Canterlot. Steam power had allowed ponies to develop the mass production necessary to fully support their trade empire among the rest of the world. Factories had popped up in mere months, their tall smoke stacks billowing smog high into the atmosphere. For a few years, the pegasi had done their best to round up the smog, but they had soon run out of space to store it all. Combined with the insults of the Noble Council and the withdrawal of several Pegasus cities, Cloudsdale included, it had not taken long for no one to bother with it. Canterlot was covered in a perpetual layer of the smog, especially in the Industrial district, one of the poorest districts in the city, despite being the one with the most jobs.

Factory owners had taken advantage of new labor laws to hire cheap earth pony labor by the hundreds, the thousands even, setting them up in shabbily built shanty towns around the factories, paid in specially minted bits, only usable in company stores. A lucky few, the managers and forestallions, were paid in "real" bits, but that only lead to a quickly building class struggle between the two groups. Strikes and gang fights were commonplace, and most of the gentleponies of the higher districts refused to enter the troubled district, which only exasperated the problem. Day and night, poor working class ponies peered suspiciously out of doors and windows, glaring at police ponies and anyone they deemed a stranger, not a drop of friendship to be felt.

And it was to this dismal scene that three terrified mares rushed headlong...

******************************

Sweetie Belle collapsed in a ragged heap on the floor of the abandoned department store, sobbing quietly and panting her lungs practically out. Her horn still gave off little purple sparks, and the suppressor that had been on her horn for over ten years was blackened and dim. That, she was somewhat glad for. It still blocked most of her magic, but the pressure that had been building in her head over the past few years was finally starting to lessen. Her uniform was torn and bent from their flight, and she was quick to angrily peel off the garment and toss it aside. As she turned to her best friends, her anger only grew.

Applebloom looked a mess; her overalls were ripped and holey from the dozens of the vines and trees that attempted to trap her in the demonic jungle. Part of her treasure bow was torn, but she was stoically sitting beside Scootaloo, stroking the exhausted pegasus' back. Among all of them, Scootaloo had endured the most humiliation during their time at the school. When their sisters/adopted sister were banished from Equestria, all three were taken into the custody of the government, despite the staunch resistance of Ponyville. Sweetie Belle had heard that Big Mac had thrown a massive fit when the agents came to take Applebloom, and had served two years in prison for shattering one of their legs and jaws. But it had not done any good, and all three were given into the custody of the Canterlot School. While Sweetie Belle was "enrolled" in the Troubled Students classes, Scootaloo had been trained and practically broken to becoming a maid.

Her purple mane had been dyed a non-descript black, and tints were added to her shampoo to keep her fur a more dull, lackluster orange. At the moment, her strictly enforced maid uniform, all white frills and black corset, were shredded from the vines and her furious flight. It hurt to stare at Scootaloo's stunted wings, many of the primary feathers bent or entirely missing. The School had not wanted her to fly, period.

"A-are you guys o-okay?" Sweetie squeaked out raggedly, rubbing her eyes fiercely to scrub away the tears.

"M'fine!" Scootaloo snapped back harshly... then drooped, shaking her head quickly, "S-sorry, sorry... I-I'm just..."

Sweetie didn't even think, quickly crossing the room from the door to join Applebloom in hugging one of her best friends tightly. She understood; oh, did she understand her fury. For a decade now their lives had been utter hell. She had never gotten a chance to say goodbye to her sister, the pony who had practically raised her from infancy. Sweetie Belle didn't even know if Rarity was alive or dead, or any of her old friends. News rarely came into the School, even in the heart of Canterlot. And it /never/ left, at least, not for foals like them. She scowled slightly at her thoughts. For PONIES like them. They were adults now, damnit!

When they finally separated, the trio began to carefully explore their current hideout, heads ducked down and stepping quietly. None of them were sure that they hadn't been followed out of the school, and they couldn't be sure who might already be occupying the vacated space. Judging from the dusty signage, Sweetie Belle was surprised to find that this store space used to be owned by Fancy Pants, one of her sister's biggest financial backers and friends in Canterlot. Rarity could spend hours talking about or to the gentlestallion, and Sweetie had wondered off and on if they had a thing for each other, despite Fancy's beautiful and thoughtful wife, Fleur-de-Lis. But both had always rebuffed her questions with warm smiles and quiet chuckles. Sweetie Belle had liked him, and to see his store like this...

Sweetie had a sneaking suspicion that the abandonment had been forced, fast, and not too subtle: racks were still packed with goods and clothing, though many were moth-riddled and moldy. Cash registers, once Applebloom curiously kicked one open, were still packed with bits, and Sweetie Belle even found an old purse filled with some mare's possessions. She... really hoped Fancy Pants and his employees were okay. And that that dark brown spot on the wall, around a small spear-point sized hole was not what she thought it was.

"Hey, I think these are still wearable."

Applebloom carefully pulled several boxes out of a side closest, kicking them open: each was filled with long hooded travel cloaks, top notch quality. Sweetie Belle hated to just... loot them, but... Sighing quietly, she shrugged one on, quickly turning to help Scootaloo get out of the far too tight corset. The sight of her shrunken stomach... Sniffling and growling at the same time, she nuzzled her friend's ear, trembling slightly in her rage.

Rage. It was an emotion she knew too well. But it had caused far too much damage in her life. When the agents had come for Sweetie, she had, in her fright, ignited a fire that had raged in the Boutique, destroying almost everything, and knocking Sweetie Belle out from smoke inhalation. When she had finally awoken in the Canterlot hospital, the suppressor had been fixed to her horn, and Sweetie's fate had been sealed. The frustration, the rage...

Sighing quietly, she carefully helped dress her best friends, nuzzling and taking in their scents and touches as much as possible. Best get in as much as she could, while it lasted. With Sweetie's luck so far...

"So, now what do we do?" Applebloom asked quietly, settling back on her haunches and wrapping the warm cloak around herself.

"Can't go home," Scootaloo whispered, shaking her head, "The police know of us..."

Sweetie Belle closed her eyes. And there were demons on the loose, taking over an entire school without backlash. With no Princesses to go to, a government that despised her friends... what could they do?

"We stay here for now, wait for a chance to escape," Sweetie decided with a small nod, "It's our only chance."

Applebloom nodded slowly, staring over at one of the dusty, grime-coated windows, "Maybe... maybe we can g-get back to Ponyville, find Big Mac... or Cheerilee... we could all leave Equestria together."

Sweetie winced faintly. Leaving Equestria... she never thought she would even imagine the possibility. Equestria was her home. Her sister's home. But it had fallen so far... Not trusting herself to speak, she gently gathered her friends as close as possible, and settled down to sleep. Mentally, emotionally, and physically, they were all exhausted. They would cement their plans in the morning... and come what will, always stay together.

*****************************

On the outskirts of Canterlot's ritzy Merchant's District, the manor home of Fancy Pants and Fleur-de-lis sat dark, and quiet in the coming night. The wrought iron gates were barred, and plastered with threatening notices. The ground were kept well by a team of loyal groundskeepers, and the insides were waited upon by maids and servants who refused to leave the side of their mistress. They all knew that, one day, the police would arrive in force to evict them all. And on that day, they would follow the mare that had treated them all, earth pony and pegasus alike, as true ponies, no matter where she ended up. It was that love that kept the heart-broken Fleur going. And it was this love, this affection that she felt she truly did not deserve, that led to her tears and sobs on that dark night.

Naked and curled a top her and Fancy's pillowtop bed, the alabaster unicorn sobbed hysterically into Fancy's pillow, trembling heavily. The notice had come in that morning, and destroyed Fleur's world. Come tomorrow, she would never see her beloved husband ever again. For crimes he had never committed, his enemies were determined that he die on a bloody stage, for all Equestria to see. To see that the one unicorn benefactor of unification and co-existence between the tribes was gone. And for Fleur, that the love of her life was truly gone.

Fleur tensed as the window on the other side of the room clicked shut, and she whirled in her bed, horn gleaming a brilliant pink. Robbers, already? No matter. Fancy had taught her a few self-defense spells, and she would be damned before she let this house be desecrated.

"Who's there?" she snarled, eyes glittering in anger, "Show yourself!"

"Is that any way to greet an old friend, darling?"

Like a spectre out of a mist, Rarity Belle stepped forward with a playful grin stretched across her still-gorgeous face. Fleur's magic died with a small pop as her mouth dropped open, mind frozen in her shock. It had been a decade since she had last seen Rarity, but she had not aged a day. Dressed in a sleek black gown, the designer gently climbed onto the bed, and reached out to hug Fleur tightly around her neck.

"It's so good to see you again, my dear," Rarity whispered quietly, voice choked with emotion, "You have no idea..."

"R-rarity?" Fleur finally managed to breathe out, voice hoarse, "How... w-we... e-everypony thought you were d-dead. Banished to the Badlands..."

Pulling away, the smile on her lips positively sardonic, "Somewhere a bit more terrible than that, sadly. But I'm back now, we all are, in fact. Why are crying, Fleur? Where's Fancy Pants?"

Ah, that. The knife of grief cut through her heart anew, and tears began to spill out in an unstoppable flood.

"O-oh Rarity, it's a-a-aweful," she managed raggedly, "T-they... the N-nobles are g-going to kill him. Guillotine him, come noon, in f-front of everypony in the city..."

Fleur sunk back onto the bed, eyes clenched tight, and never noticed the winged form that quickly took flight from the window sil, racing with all speed back towards the School. Rarity leaned down, gently kissing the tip of Fleur's horn.

"We aren't going to let that happen, my dear," she whispered, voice growing a touch deeper, with the thrum of magic behind it, "Fleur, you always were a wonderful friend to me. I have not forgotten that. Please, look at me."

Scrubbing her eyes and mustering her composure, Fleur nodded, shakily lifting her eyes to meet Rarity's. And fell firmly into her control. A flash of red surged into Fleur's eyes, and she gave a deep, soul-bidden gasp, body tensing as the Devil above her smiled toothily. White horns curled around the sides of her friend's skull, but Fleur could not register any shock or fear. Her whole world were the deep maroon pools holding her soul.

"Accept my gift, and help us," Rarity whispered gently, leaning oh-so-closely to Fleur, muzzles practically rubbing against each other, "I will bring you Fancy Pants myself. That is a Promise."

Her words rang with power, and Fleur quivered deep in her core, head jerkily nodding. Rarity darted forward, and Fleur stiffened as her friend kissed her with authority and power, tongue easily overpowering her own as it explored the delicate mare. Magic was coursing through Fleur's body, and she could feel herself warping and twisting painlessly. Rarity's hooves gently wrapped around Fleur's delicate neck, keeping her undivided attention as she opened up her command over chaos.

When Rarity's lips pulled away from Fleur's own, the Devil gave a little, feminine giggle, stroking Fleur's cheek.

"And when you and I are done, we'll pay a visit to all your servants, hrm? I'd say they deserve a reward too..."

********************************

Early the following morning...

A trio of small hooves reached up to rap firmly on the Southern Canterlot Guard Barracks, the sound carrying across the massive stone building. It took several minutes, and many more such knockings, before the eye slit on the heavy oaken door slid open, and a blearily-eyed guard peered out groggily.

"Who goes there?" he slurred sleepily, "What do... you..."

Smiling brightly despite the early hours of the morning, ten teenage mares beamed up at the door. Dressed in very tight green vests and almost indecently short khaki skirts, they stood beside several wagons filled to the brim with every kind of imaginable treat, from cookies to brownies to entire cakes. Just looking at the treats arrayed before him left the guard starving... in more than one way.

"Good morning, sir!" A little unicorn filly chirped up at him, her blonde mane done up in pigtails beneath her green beret, "We're with the Filly Scouts! We're selling baked goods to pay for a trip to Las Pegasus. If we could come inside, sir, we have a little presentation we'd like to show you and your men."

Behind her, one of the fillies turned and bent down to fix some of the brownie displaying... and give the guard an eyeful of her tight panties, curving around her plot enticingly. The young guard gulped thickly and shuddered, tearing his eyes away from the sight and looking back down to the innocently smiling filly.

"W-well uh... we have... to g-get ready for-" he shakily began, but the eyes on each filly began to widen and fill with just a bit of tears, "N-nevermind, nevermind, sure, come right on in! Hey guys, wake up, Filly Scouts!"

Shutting the eye slit and hopping down from his perch to unlock the door, the guard never noticed the little flash of purple in the fillies' eyes, or the sly grins that spread over their "innocent" faces. Cake.

*******************************

That Afternoon

The Noble Council had spent more than a few bits in bribing the police over the years, and for this execution, it was no different. Every police pony in Canterlot had been sent out, gathering every pony they could find and force up into the Grand Plaza of Canterlot, just outside the former Palace of the Princesses, now known as the Noble Seat. The luxurious fountain had long since been dug up and thrown away, in favor of a massive stage, with room for both cages, and the guillotine. The bladed contraption was a new concept; capital punishment had been done away with under the Princesses, but the Nobles had eagerly brought it back. The basket at the end had by then caught many a head of "terrorists," political prisoners, and real murderers alike. Thousands stood just outside the police cordon, their chatter rumbling over the plaza as they stared at the firmly secured Fancy Pants.

The gentlestallion still managed to keep a prim and proper look, even with his head, bloodied and bruised from beatings, shoved through the death slot on the guillotine. His prized mustache had been ripped out, and he squinted without his monocle to help his admittedly poor sight. He was naked, without any of his famous clothing, and his cutie marks had been branded over with the sigil of Equestria, a practice also added back by the Noble Council. Despite everything, there was no fear in his eyes, something that was impressing many ponies, if their increasingly irate chatter was anything to go by.

Standing at the back of the crowd, surrounded by their personal guards, twelve unicorn stallions stood tall, scowling deeply as they scanned the shifting crowd. Many of them were of the tall, stocky Canterlotian breed, but several more were shorter, twisted in appearance from the... failures of their breeding. Any look of contempt on the part of the commoners around them was often met by a blackjack to the face and time in prison, so most ponies simply did their best to not look in even their general direction. At the forefront of the Council, two stallions of rich white fur and bright blue manes scowled around angrily.

"Where the fuck is the guard?" one growled out, stomping his hoof angrily on the cobblestones, "They know the risks here. If the crowd gets unruly, the CPD can't handle this size of a mob."

Alder Horn, head of the Canterlot Press and all of its subsidiaries throughout Equestria, was a hot-headed stallion, and his temper had only gotten worse as the economy fell further and further into depression. Alot of his bits had gone into domestic production and stocks, and into the muscle needed to control both- namely, the Equestrian military.

"Calm down, brother," Rowan Horn replied quietly, "Do not let the crowd sense your frustration, it will make things worse."

Rowan Horn, primary shareholder and CEO of the Equestrian Shipping and Trade Company, was far more even-keeled, but had a mind for the dark that stunned even his fellow Nobles at times. Assassinations and kidnapping were his stock and trade, and more than a few noble houses throughout Equestria and other nations had been cowed when sons and daughters mysteriously died, or awoke in a distant land, chained to a brothel bed. Indeed, rumor had it that Rowan had a brothel of his own in the mountains of Transylvania, stocked with the scions of many Equestria, Minotauran, and Zebrican houses. As a consequence, he was a hated figure in Canterlot... hated, and utterly feared. No eye ever landed on him on purpose, unless the do-er was heavily intoxicated, or just plain foolish.

"I am sure there is a perfectly good reason for their absence."

********************************

At the same time...

"Oh Mister, I'm just supposed to sell you cookies," the filly whimpered innocently, peering back at the entranced guard hunched over her, with very not innocent eyes, "You're such a bad stallion, mister."

"O-oh fuck..."

The barracks were once again locked down; not a single guard had left to do their duty, as they were far too busy fulfilling a much more primal need: banging hot teenage pussy. The Filly Scouts had not had to do much to entice the guards- a single cookie or brownie had been more than enough to lower their inhibitions, and Twilight had trained her little Scouts well. The Captain of the Guard, a powerful built unicorn stallion named Heavy Spear, gasped raggedly as he leaned back in his chair, watching wide-eyed as two fillies suckled and teased his swollen balls, while another easily deep-throated his thick, ten inch dick down her delicate, tight throat. Her bright purple eyes met his own, and she gave him a playful wink and a firm slurp.

That was more than enough. As Heavy Spear roared and shuddered in bliss, pumping what felt like gallons of baby batter into the eagerly suckling Filly Scout, he vaguely remembered that he was supposed to do something very important that day.

"Mmm, my turn, I wanna taste!"

Nevermind!

******************************

"Looks like it's starting, brother."

Up on the stage, three stallions stepped beside the guillotine and Fancy Pants: one was dressed in all black, his face covered by a black hood as he stepped beside the release lever. On the other side stood a judge, in full robes and attire, face twisted in distaste for everything around him. And finally, the Head of Justice in Canterlot, a tall, chestnut colored unicorn stallion, Heavy Hoof.

"We are here today," he began, deep baritone amplified magically, "To witness the execution of Fancy Pants, of Canterlot. On the charges of high treason, domestic terrorism, and ten counts of murder. Each one of these charges equates death, but you get off lightly, Fancy Pants, for we can only kill you once. Do you have any final words to say before the world?"

Fancy Pants peered up at the Noble passively, a smile forming after a few moments, "I suppose I do, old chap. Praise the Sisters. Praise the Elements of Harmony. May they look on me with favor. On all Equestria. ...goodbye, Fleur..."

"Release!"

With a piercing shriek, the rusted blade began to fall... only to disappear with a purple flash, reappearing above Heavy Hoof... and slicing him cleanly in half, blood fountaining into the air. The crowd was stunned into silence, and Fancy Pants slowly opened his clenched shut eyes, trembling slightly. Purple magic encased the lock, and it snapped open in an instant.

"Hello everypony."

Twilight Sparkle and Cadance shimmered into appearance as their invisibility spell washed away, stepping out onto the stage gracefully. They did not bother to hide their appearance now, their demonic glory for all to see. A bright, beaming smile was on Cadance's face, while Twilight's own was much more sinister, her horns gleaming a brilliant dark purple. Shrieks and screams of the very damned began to materialize as swirling portals ripped themselves open in space-time; snickering, red-eyed batponies glared down at the crowd from the rooftops, and massive vines began to climb up the Canterlot Noble Seat, pods and giant flowers blooming as they climbed. From the portals marched line after line of succubi and incubi, pony-like bodies armored to the teeth and carrying mixtures of nets, lassos, and tridents. From more than a few of the gateways, flying creatures and monsters from the depths of the Realm of Lust slithered, flew, or leaped out, their calls rising up in and eager cacophony.

"Did you miss us?"

Author's Note

*grins* Whoo, this chapter had a lot in it! Not too much clop, sadly, but I did say this was a clop-plot story. :3

Also, please join us on https://inkbunny.net/DarkEquestria to see fanart as it is submitted! Thank you! :D

Chapter 7

Radiant Bolt let out an agonized cry as the magic of the array ripped through his body and into the pulsing sky above, blasting out a solid chunk of the ceiling overhead. The raw magic he was dealing with was incredibly powerful, practically scalding as he attempted to pick out the traces of spells still locked around them. Radiant had been training in the magical arts for decades, and knew that he was a skilled arcanist. But work of this magnitude was nearly beyond even his skills. But it was also incredibly important.

Grinning triumphantly, his magic latched onto the original framework of their banishment spell, still spiraling about the celestial bodies, and ripped it out. In front of his very eyes, a talisman of a gleaming sun began to piece itself together. The light of the celestials gleamed from every inch of the small coin, and Radiant quickly stashed it away within his robes. His trump card. With naught but a thought, he could send the sisters straight back to the celestial bodies they inhabited. Hopefully it would not come to that, but...

"Alright, all of you hide!" he barked to his acolytes, who raced out of the factory as if their lives depended on it; all but one guard.

Radiant Bolt let out a deep breath, nodding to the stocky earth pony.

"We have three minutes, do your worst."

******************************

Celestia let out a shuddering breath as her organs began to reform; it had been so long since she had inhabited her mortal form, or at least it felt like it had been a long time. As the sun itself, it was hard to keep track of one's thoughts across billions of miles of flaming plasma. Anger, pain, betrayal... the soul-crushing weight of defeat... As the sun, it was utterly devastating. Back in a pony body, able to hold onto emotions and thoughts once more... Burning tears dripped down her gleaming muzzle as she drifted towards the point of her summoning. Slowly, her limbs and wings began to reform, sliding free of her cooling plasma-flesh, and Celestia groaned in relief as feeling returned to them. It took several minutes, but finally her body fully formed, eyes opening as she touched down at the summoning point.

She was in a burned out building space, blackened wood and metal rising up all around her, though the spell had presumably blown out a chunk of the ceiling. Machinery was propped against the two large doorways, and blood coated the ground. The source of said blood was readily apparent, in fact. A crumpled unicorn lay in a small ball on the floor before the summoning circle, using a strip of cloth to bind a deep cut in one side. His face was heavily swollen, one eye nearly swelled shut, and blood leaking from one side of his muzzle. Celestia scowled deeply as she noticed his uniform in an instant- the purple and red of the Equestrian Mage Order, one of those guilds who had sided with the Nobles to banish herself and her sister into the moon. For one, rage-filled second, Celestia was ready to roast the foolish unicorn to ash for his treachery... but his physical state, practically bleeding to death on the floor, stayed her hoof. Barely.

"Who are you?" she snapped, voice rolling across the room like a tidal wave, rocking several pieces of the machinery.

"I-I am R-radiant Bolt," the unicorn managed, voice tight with pain, "H-high Mage of Equestria."

The name did not ring any bells in Celestia's memory, alarms or otherwise, but that meant little. Many ponies had been apart of the Great Betrayal. For a moment, she said nothing, merely scanning around the factory for any other ponies. It seemed, at least, that they were alone- well, somewhat. With a wave of relief blooming in her heart, Celestia watched as a silver blob of rock and moonlight gently drifted down into the factory. Seeing her sister's mortal body forming again was like a wave of coolness for her overheated mind, and she quickly moved to nose and nuzzle Luna's mane.

"Sister..." Luna breathed, sounding just as relieved, "When I felt the summons, I feared- YOU!"

Rage roared into Luna's voice the second she spotted the prone mage, a powerful blade of shadows forming above her gleaming horn, ready to strike.

"No, Luna!" Celestia shouted quickly, raising a hoof quickly to block Luna's stride, "Not yet. He is injured, and I have not questioned him fully yet."

Luna slowly relented and nodded, stepping back, but with a curled lip of utter disdain for the mage.

"Why did you bring us back?" Celestia snapped down at Radiant Bolt, her horn gleaming lightly in a lie detector spell.

"L-look outside, and y-you'll see it plainly."

Blinking in surprise, and giving a small scowl between them, the two Sisters slowly walked over to the large glass wall of the factory floor, and peered out. Smoke greeted them, and several massive, swirling Tartarus portals. Flying succubi and red-eyed batponies winged nimbly through the skies, many laden with nets full of limp ponies. Around them, screeching loudly and breathing fierce flames into the clouds of smog around the city, hell-dragons and wyverns flew unchecked, seemingly guided by a little yellow pegasus. Celestia sat hard onto her rump, eyes widening in disbelief.

"Tartarus h-has been opened," Radiant breathed, "I... I still h-hate you. But t-there are... are m-many innocent ponies out there who will die w-without your help."

Luna snorted loudly, steam billowing out of her nostrils as she glared back at the mage, wings flexing.

"And what, once we end your demon infestation, are you going to send us back?!" she barked angrily, stomping once on the concrete floor, sending cracks all around.

"Y-you know as w-well as I that s-spell is too complicated for m-me to cast on my o-own, Luna. Y-you two will not f-fall for the same trick twice, I am sure."

Celestia glanced back at him, jaw set, "And you would see your kind's treachery undone? After all that happened?"

Chuckling weakly, Radiant looked her in the eye, spitting a gob of blood out onto the floor.

"I w-would rather be ruled b-by you, than demons."

**************************

Opening her eyes slowly, Twilight gave a small chuckle as she glanced over at Cadance. The pair of them, once they realized the ritual the mage was casting, had quickly backed off to prepare themselves. It also gave them a good chance to look over their handiwork, and prepare their friends for the showdown to come. By this point, most of Canterlot had fallen under their control: the Canterlot Police Headquarters was under siege, most of the force having barricaded themselves inside. A small private army was battling their demons at the entrance to the Mining Sector, further up the mountain. But the gates, walls, and Castle remained in the hands of Lust, and that was all that mattered. Once they ended this little... matter, they could consolidate their victory.

"Here they come, Cadance."

"Well, at least this'll be interesting."

"FOUL DEMON!"

A blue blur slammed forcefully into Cadance, launching her high into the air and over the Canterlot Castle; Twilight merely smiled faintly, turning towards the brighter, whiter blur heading towards herself. She wasn't worried for Cadance: the Archdemon had handled far worse in her time, and their plan was set. She was a tad more worried about dealing with Celestia, really. The Alicorn of the Sun was glowing plasma-blue, balls of magical fire orbiting around her at near super-sonic speeds as she powered towards the Archdevil. Tilting her head, Twilight grinned slowly.

"I must say, Celestia," she shouted, voice magically amplified, "That's one I haven't seen you use before!"

As predicted, Celestia's wings shot out to stop her ascent instantly, the light around her body vanishing like mist. She and Twilight locked eyes; one stunned and confused, soon filling with anguish; the other calm, collected and slightly sly.

"H-how..." Celestia whispered, "Twilight... why? What... what are you doing, my student?"

Blinking, Twilight glanced around a few times, peeking down at the city beneath her, "...I'd... say that's pretty evident, Celestia. I'm taking over Canterlot. Well, 'taking.' It's pretty much taken, at this point."

Chuckling quietly, Twilight's horns gave a little gleam, banishing her armor and cloak away; the runes along her body were gleaming brightly, even in the midday sun. Celestia's eyes widened slowly as they trailed over her former student's well-toned, powerful form.

"As for the how and why, well... Tartarus changes you, Celestia."

"Enough for you to betray your home?"

Twilight's eyes lit up in a purple flame, and her voice lowered, losing its playful tone, "Equestria betrayed us. /All/ of us, Celestia. Cadance and I are here to make things right. And a lot more fun."

The Archdevil gave the Alicorn a very self-satisfied smile, "Join us, Celestia. Talk Luna down, and bow before me, and we will remake Equestria into a grander place. Together."

Celestia looked like a filly with a stomped puppy, ears pressed firmly back against her skull.

"This is not my Twilight," she whispered faintly, magic beginning to travel up her horn, "You are being influenced by the diabolic forces below. I will subdue you, my faithful student, and purge you of their taint. I'm so sorry for this..."

So that's how it would be then. Sighing quietly, Twilight summoned her armor once more, the segmented felsteel coating each limb in magical protection. She wore no helm, but a metal neckguard blocked part of her lower jaw. The dark grey metal, combined with her gleaming horns and sharp teeth, left her a formidable figure.

"So be it."

*******************************

Before her ascension, Cadance had been a pegasus, and as an alicorn, Luna had always connected more to her pegasus side. As such, their duel was more brawl than anything else. Kicking, biting, and hissing like tussling birds, the two alicorns rolled about the sky. For all of Cadance's raw power as the Archdemon of Lust, however, Luna was the better duelist and brawler. Twirling and spinning like a dervish, Luna's feathers, gleaming silver, sliced over and over on Cadance's neck and face, driving her back feet at a time.

With a loud hiss and pop, Cadance teleported several meters away, a blast of fel energy lancing out from her dark grey horn towards Luna, only to be deflected with a nimble spin and slap from her enchanted wings.

"Good to see you again too, Auntie," Cadance teased, grinning over at her opponent as she carefully rolled her wings back into their sockets, the many wounds on her face and neck sliding closed.

"SILENCE!" Luna barked angrily, tears in the corners of her eyes, "Thou are not my niece! You are... are a husk! Once I subdue you, I will pull Cadance from the depths of the madness you've placed upon her!"

A single eyebrow raised on Cadance's face, her smile fading slightly, "A husk? Hardly. I may have had to give some of myself to the darkness, but I am still Cadance."

Snarling, Luna launched herself at Cadance, the rooftop beneath her collapsing with a rumble of falling masonry, "I SAID SILENCE!"

Scowling, Cadance's horn gleamed as a chunk of the falling home reversed direction, cutting Luna off as it screamed past her face.

"No! I am Cadance, Luna!" she replied hotly, darting forward to deliver a staggering backhoof to Luna's cheek, then dived away.

"Then you gave in!" Luna roared, nearly blind with the pain of the strike as she dived after her, "After all I taught you about the darkness!"

"You know nothing of Tartarus!"

Snapping her wings out, Cadance zoomed deftly between the many buildings of the Noble Quarters, magic reaching out to fling charged objects at her pursuer.

"I spent a thousand years alone with a demon! Nightmare Moon-"

"NIGHTMARE MOON WAS A PALTRY PRIDE IMP!"

Lightning crackled around Cadance's horn as she whipped around, the bolt blasting out with a concussive thunder clap. Yelping in surprise, Luna barely managed to twist under the attack, her pelt fluffing out nonetheless. Cadance's eyes were wide and gleaming with orange flames as she stared the Princess of the Night down.

"Compared to the Lord of Lust! Compared to Wrath, to Gluttony, TO PRIDE HIMSELF!" she howled, angry tears running down her cheeks, "One thousand years alone? Try three hundred in HELL! Tortured everyday! Raped, beaten! You see this?!"

She jerked a hoof towards her horn, removing a small silver circle from the base. To Luna's eagle eyes, and to her utter horror, ragged scarring surrounded it.

"This is a pike of felsteel! The Lord of Lust himself ripped my old horn out while he raped me! Then he pinned me to a fucking wall by my wings!"

Mist rose up from the broken water pipes of all the homes around them; Luna was frozen, unable to take her eyes away from her shaking niece.

"I had to watch my friends... my friends, DEBASE themselves to him, just to buy Twilight and I time to JAM this fucking thing INTO MY BRAIN! YOU DO NOT KNOW PAIN, LUNA! You do not know torment! I gave up a part of myself, but I never gave up what makes me, me!"

Luna gulped thickly, but her throat was utterly dry. For a few moments, she felt very small indeed.

"Cadance... I am s-"

She never had time to block the lightning bolt that caught the Princess of the Night directly in the chest, flinging her through the adjacent wall.

****************************

High above the Canterlot skyline, two of the strongest magic-users in all the mortal plane dueled. Bolts of solar energy flew towards the lazily gliding Archdevil- only to shatter upon impact with a shimmering purple shield. As the motes of light disappeared, Twilight Sparkle sighed quietly.

"Really? A Solar Barrage? Come now Celestia, you'll have to get more-" she started, only to spot the two tiny glowing balls on each side of her.

"Ah, right."

The resulting explosion was enormous, and Celestia gave a small sob, wincing. She hated to hurt her former student so, but she was obviously not in her right mind. Once she knocked Twilight out, and dealt with the demons below, she could work to... draw out... The Archdevil that was floating serenely on a black little cloud, her armor soot coated, but little worse for wear. An amused cackle rolled across the warzone.

"That was a good one!" Twilight cheered to Celestia, but her own horns were glowing brighter now, "My turn now!"

And suddenly Celestia was in a fight for her life. Diving and cursing quietly, Celestia did her best to dodge and deflect the thousands of tiny fel missiles raining down from Twilight's horns. A single missile would do little to her own protective shielding, but the sheer amount of strikes were beginning to take their toll. Banking sharply into a row of homes, Celestia desperately laid trap after trap in her wake, the magical circles gleaming brightly as they expanded to cover the entire street. ...and promptly exploded into fine dust as Twilight powered through them, a lazy smile on her lips. Too late, Celestia remembered that spell-breaking had always been one of Twilight's highest marks in school.

Damnit!

Holding back was not going to help anypony now. Skidding to a stop in the cobblestone street, Celestia willed her body back into flames, the rocks and concrete around her beginning to bubble.

"I'm sorry, Twilight..."

***************************

Luna grunted as she landed hard on the factory floor, skidding several feet before she could flare her wings and stop herself. Cadance was far stronger than Luna ever imagined. The demonic magic that had overtaken her had taken her already considerable magical powers and doubled them, perhaps even tripled. If she was to have any chance, Luna would have to get the drop on her. But as she began to stand, something firmly tugged at Luna's tail, yanking her back down to her rump with a surprised yelp. Glancing back, Luna's eyes widened as she saw her tail firmly coated in sticky strands of silk.

"What the..." Luna breathed, scowling as she blasted the offending silk with magic... only to gape in shock as it remained perfectly intact. Not a single tiny little strand was destroyed, even frayed.

"Now, now, darling, let's not waste out magic, shall we? Arachnepony silk only comes undone if the weaver, or their mistress, wills it."

Jerking around in surprise, and cursing as more silk became stuck to her rump and hind legs, Luna stared as Rarity slowly lowered to the floor, horns gleaming a soft blue as three creatures followed after her. Arachneponies. With the upper bodies of pony, and the lower abdomen and legs of giant spider, arachneponies had once ruled vast swathes of western Equestria's wooded regions, until Luna and her army had driven them out and into Tartarus. To see the species back again... it brought back many terrifying flash-backs, and in a panic, Luna fired a beam of moonlight, hot enough to melt steel, towards the devilish unicorn- only for a large plant tendril to dart down to block the beam, bursting into ash immediately. Another tendril wrapped tightly around Luna's mane, yanking her head back roughly and causing her to yelp, a warmth growing in her chest.

"Now why don' you just calm down, sugarcube? We ain't lookin' to hurt ya."

Applejack stepped into Luna's field of vision; but also, not Applejack. Her slitted eyes were a brighter green than they had once been, and more than a few vines, tendrils, and even little berries peeked out of her wild mane. The grin she gave Luna was positively predatious, and she teasingly kissed the tip of her nose.

"RELEASE ME AT ONCE!" Luna roared, frantically wriggling about in the tight bonds.

Drawing on her magical knowledge, Luna began to ready a teleport spell, her horn gleaming a brilliant blue. She had to get back to her sister, warn her of the extent of the corruption, she- A firm weight settled a top Luna's back, and she cried out in denial as her magic died, a suppressor ring stuffed down her horn. Most suppressor rings were easy for an alicorn to break, but Luna could tell instantly that it was of felsteel make, impossible for even Celestia to shatter. With a firm, practiced movement, both of her flailing wings were corralled inside a set of padded bags, tied together with cords.

Giggling quietly, Rainbow Dash nuzzled and kissed the inside of Luna's ear, "There, that's better. Don't worry Luna! You and I are gonna have lots and lots of time to talk things out. You'll see our side of things. I know you will... Now, let's go see Mistress Twilight, see how she's putting the smackdown on Celestia!"

*************************

Celestia gasped and panted softly as she kept up the blast on Twilight's shield. At first, the Archdevil had done her best to evade Celestia's plasma bursts, but now she had relented, and stood still, trying to wait for Celestia's energy reserves to run dry. But that was a mistake on her part. Celestia knew that her own magical reserves were incredibly vast, and to deplete them would take several days of sustained magic. Twilight Sparkle's shield could not hold that long. She... was certain of it.

"Just... give in, Twilight!" Celestia shouted desperately to her student, burning tears trailing down her cheeks, "I don't want to hurt you! Please, we can fix your corruption, together!"

"You know that's not true," Twilight's reply came, seemingly right in her ear, sounded... faintly annoyed, "Do not lie, Celestia. You do it too much as it is, and it really does not suit you. Leave that to the demons."

Gritting her teeth, Celestia did her best to focus the spell. She had to break through, and wipe out those devil horns. It was the only way to incapacitate Twilight at this state. But as she poured more energy into the attack, Celestia felt something... very strange. Fatigue. Alarm bloomed in her mind... until she glanced down. An alchemical circle was completely circling her, gleaming a bright, rich purple. Celestia's hooves were firmly stuck to the trap, and with each second of the attack, her power drained faster and faster. It was excruciating, and Celestia began to scream, the etherealness of her mane and tail draining away.

Twilight giggled faintly as she walked through the plasma beam, the heat passing around her shield like water around a rock, "You always taught me how to dual-focus, Celestia. Like that trap? I made it just for you and Luna."

Eventually, the beam finally petered out, and Celestia collapsed to her knees, panting raggedly as she stared up at Twilight in stunned silence. Pink eyes met violet, and violet winked, one of Twilight's armored hooves lifted towards Celestia's muzzle.

"Just a little kiss?"

*************************

Radiant Bolt's telescope slammed angrily to the ground, and he further blasted it into utter ash. Those fucking, useless whorses! The vaunted Princesses of Equestria, rulers of their great nation, bested in combat by a bunch of... of... demons! It was beyond frustrating, beyond angering, it was embarrassing. They were the best ponykind could produce in three thousand years of existance? Pah.

"When we master ascension, we'll show those damn females how to do battle," Radiant growled faintly, turning back to his acolytes, "Begin the mass teleport spell. I will restart the ritual. We must warn the Council of this... abomination."

The golden coin amulet slowly floated out into the light, and immediately began to gleam as brightly as the sun far above. Radiant smirked faintly. As much as he would like to leave the princesses to the tender mercies of the demons, they could not afford their corruption, not for a moment. A simple pulse of magic was all that was needed, and the coin began to gleam. The sun, once more, began to pulse...

***************************

Rainbow Dash and Cadance gently laid a firmly trussed up Luna next to her exhausted sister, and she cried out immediately, tensing as her magic and ethereal mane drained away, leaving her mane a simple dark blue, like any other pony's. A large seed pod had been stuffed in her mouth and tied in with silk, leaving her only the ability to growl and glare at her captors.

"Went a little overboard, girls?" Twilight teased, and Dash merely grinned, bowing her head.

"Maaaybe a little. But I think she likes it! Gotta remember that for-"

"NNNNNH!"

All eyes shot instantly to the princess' as they both tensed, eyes widening in horror. Light was beginning to gleam from their bodies, and the sun was pulsing again, it's rays bearing down directly on Celestia.

"No... not again," Celestia whispered, closing her eyes tightly, tears leaking past her lids.

As Luna frantically thrashed, enraged tears soaking her cheeks, Twilight cursed loudly, delving into the spellwork surrounding and building around the sisters. It didn't take her long to realize exactly what was going on. Someone was trying to send her prizes back to their celestial bodies. Rage- pure, concentrated hatred in fact- roared into place, and she bared her predator's teeth.

No! NO! No one else can have them!

With pure brute force and Power, the Archdevil snarled out loud as she frantically called up her exhaustive repertoire of usual spell-breaking magics. Spell-breaking is, usually, a complex art. Efficiency in a battle was the name of the game, finding the easiest way to sever the weakest of the magical links and unravel the spell so the breaker could move on to the next as quickly as possible. But for this, efficiency was the furthest thing from Twilight's mind. She wanted this spell obliterated. Screaming hoarsely as she entwined herself within the matrix of the spellwork, Twilight's magic ripped out in a burst of purple lightning, crackling between her horns like a storm engine. The spell was ancient and powerful, that was immediately evident. Each spell was rebuffed without a single layer of the matrix unraveling whatsoever.

Spitting to one side, nose beginning to bleed seconds later, Twilight began to work through her even more exhaustive list of pure counterspells, the "anti-magic" that had often saved her life in the depths of Tartarus. Purple beams and balls of light lanced up into the forming spell matrix and, for a moment, it looked as if the matrix was beginning to slow. But with a firm pulse, the array smashed aside the counterspells, and motes of light began to gather more and more around the sisters. Celestia looked sadly over at her writhing, raging sisters, giving a faint whimper, wishing she could calm her panic-stricken younger sister.

"Twilight! HURRY!" Cadance yelled out in a panic, wrapping her legs tightly around Luna as she attempted to calm her down, or at least keep her from smashing her head into the ground in her despair.

Twilight Sparkle, Archdevil of Power, was not a graceful loser. She never had been, and would never start to be. With a howl of rage and a powerful flap of her dragon-like wings, she launched herself into the air.

"It's no use, Twilight," Celestia whispered faintly, knowing well the pure strength behind that array, "Just... let us-"

Gathering her very essence about her body like a great purple hammer, Twilight slammed into the shining, forming array, blasting through the outer protective enchantments, and boring deep into the very matrix of the banishment ritual. Pain ripped through the link and her nerves, and an anguished cry ripped itself out of her core. Her very soul was in this magic, and it chafed at the power. But for a moment, the array did pause, a flicker passing through the ritual. Celestia stared up in dumbfounded silence, eyes wide.

With a crackle like a cannon, a magical backlash slammed into Twilight and her cloak of magic, flinging her back several feet before her wings could arrest her fall. With another snarl and frenzied shaking of her head, Twilight eyed the array in utter hatred.

"THEY ARE MINE!" she screeched, a burst of magic launching her head-first against the array once more, hooves digging deep into the magic.

The feedback shocks were horrific, lightning the color of purple and brightest white crackling around Twilight's horns and burning off sections of her fur. But still she fought on, hissing and screaming in defiance as she worked to destroy the spell that dared try to take her friends away.

*******************************

Radiant Bolt stared in disbelief as he watched the impossible. This devil, this archdevil of some kind, was defying the very laws of ancient magic, and was physically clawing her way past defensive spells. Defensive spells set in place that would disintegrate an ordinary mortal attempting the same insane feat. And she was getting far too close to the core of the matrix.

"Link your magic to me!" he roared back to his scrambling acolytes, "We have to stop her, NOW!"

Even as his acolytes entered the link he had long since trained them in, Radiant scrambled to enter himself into the spell, pouring all the magic he could into its power source. With a small roar, the spell began to fire up once more, the motes of light latching firmly to the Sisters on the ground below. The only chance he and his acolytes had now was to finish the ritual before that fucking devil could destroy work perfected by the Ancients themselves!

********************************

Celestia gritted her teeth tightly as the spell once more began to tug at the very fibers of her mortal body, eager to rip her apart and send her back to the waiting sun. It was a fate she could not imagine bearing again, and for her sister... Luna was practically catatonic now, tears flowing down her face. But now... She stared wide-eyed up at their only hope. An archdevil. Her former student. What kind of choice was it? To be locked away in a celestial body, alone, mentally scattered, emotionless? Or to be the playthings of a devil? But Twilight's screams... her power against the ritual... for captives?

"Why?" she whispered quietly, body trembling, "Why..."

********************************

Radiant realized too late his folly. The ritual was so close to fully activating again, just a few seconds more... But a few seconds was too late. He could feel her baleful gaze bearing down on them all. The archdevil knew exactly who, and where, her opponent was, the ones who wished to send her friends away. And she was going to have none of it.

Hellfire roared from her horns, but her hate-filled, hellish roar put even the screaming fire to shame. A massive wave of the green flame, ready to consume that entire section of Canterlot. Panicked, Radiant Bolt turned towards his guard and acolyte, only to witness them teleport away with a pop, the teleport array now useless. Radiant only had two seconds to recognize the irony before the hellfire swallowed him whole.

**********************************

It was so hard to keep her eyes open. For the first time in centuries, Twilight felt the pure agony of powering through exhaustion, and nearing the limits of one's magical ability. But she had come too far to give up now. This array was her's now. The Sisters were her's. There was no more interference to stop her power. Jamming her horns deep, Twilight can feel the swirling, wounded core of the matrix, billowing harmonic magic like a fan.

"Now, DIE!"

Fel magic roared into the core, destabilizing the ancient magical construct. For the briefest moment, green flames lit the insides of the magic- before it erupted with an almighty bang, throwing Twilight clear. Without a scream or any noise at all, she sailed through the fiery air, smashing apart a large brick wall near her friends, sending flaming bricks flying as she came to a rest on the concrete. Rainbow was at her side in an eye-blink, maroon eyes wide and filled with terrified tears.

"Twilight! M-mistress, speak to me!" she pleaded, avoiding the sizzling, smoking mess that were Twilight's horns as she helped the archdevil sit up carefully.

"My f-fucking head," she muttered, wincing as Cadance landed not seconds later, tears rolling down her cheeks as she scanned her.

"You're an idiot," she muttered, though there was a shaky smile plastered across her face, and she carefully cast a few healing spells, the burned and blackened skin across her body quickly turning a lightly purple once more, even the fur starting to grow back a little.

Chuckling weakly, Twilight gently kissed Rainbow Dash's forehead, reaching up to stroke her cheek with what strength she still had left.

"G-get... the princesses t-to the castle. S-separate rooms, l-let them rest," she ordered weakly, blushing faintly as Cadance gathered her up in her magic, "T-then finish the conquest. I-I want every stone overturned. Don't m-miss anywhere."

"Yes, mistress," Dash replied hoarsely, giving a small salute as Cadance teleported the two of them away.

Nodding quickly to the rest of their group, Rainbow Dash, Rarity, and Applejack carefully gathered the frozen, numb form of Celestia, and the limp, quivering body of Luna up, and made their way towards the castle, all of them utterly relieved, and renewed in their faith of their Archdevil of Power and friend.

Author's Note

SO. Thoughts? ^__^

We have given this a few edits to smooth out the plot more! :D

Chapter 8

Slavery in Equestria was still, even in the time of the Nobles, illegal. But it did not mean that they were unwilling to find ways around it. In the mines of Canterlot, that meant prisoners. Lots, and lots, and lots of prisoners. Imprisoned for a variety of crimes, ranging from simple theft to outright murder, thousands of ponies toiled day and night in the weak mago-lights of the shaft, pulling gems and ores out of the ground for the country that had all but abandoned them. Deaths were commonplace; ponies could find bad air zones with a single shovel full of dirt, killing dozens, or strike a vein of methane. It did not matter to the overseers. All they had to worry about was completing their quotas.

And it was in this darkness that the Wonderbolts, the former premier fliers and military experts of Equestria, toiled. Captain Spitfire was no fool. When the Noble Council had banished the Princesses and imprisoned the Elements and Cadance, she had not believed their tripe about treachery for one second. For three months, the Wonderbolts had worked hard, scouring the Noble houses for any way to bring back even one of their beloved rulers. Unfortunately, their efforts had been noticed. With a well-planned ambush in the center of Cloudsdale, one that left thirty pegasi dead and the entirety of the Wonderbolts captured, the Brothers Horn blunted their threat entirely. But with an outraged Pegasi Tribe threatening war, they dared not execute the Wonderbolts as was first planned. Instead, they were tried and imprisoned for high treason, condemned to toil for the good of Equestria for the rest of their natural born lives.

Wings bound to their backs with thick iron rings, the former fliers had been down in the darkness for the better part of seven years, slowly wasting away, kept away from their birthright. But the Wonderbolts persevered, unwilling to give the Nobles the satisfaction of seeing their torment. Captain Spitfire kept her team organized, leading the other slaves better than any overseer as they pulled plenty of ore from the mines, and kept each other alive. The middle-aged mare was wizened and battered from her efforts, fur and mane scorched from methane fires, hooves nearly shattered from the back-breaking work day in and day out. And unknown to her teammates, Spitfire didn't know how much longer she could take. A sharp stone to her wrists was looking more and more enticing every day...

When the battle above began to go south, the explosions and screams had echoed down even into the deep mines. Overseers, many of them just civilians paid a wage, panicked en masse, fleeing into one of the elevators and up to, supposed, safety. Spitfire scowled as she watched the cowardly stallions race past... and blinked, as a ring of keys was flung down in front of her. She could catch sight of a nodding, cringing white-pelted servant as he was tugged past...

"Guys, get up!" Spitfire hissed, grabbing the keys in her teeth and turning to unlock the shackles that kept her bound to the wall-chain.

Fleetfoot, bleary-eyed, slowly got to her hooves. Recently, a blast of methane had nearly blinded the young Wonderbolt, leaving part of her muzzle twisted and scarred. Nearby, Soarin' rose to his haunches, eyes widening as he noticed Spitfire unlatching them.

"Holy shit... how'd you-"

"Don't mind that now," she muttered faintly, eying the last of the fleeing overseers, "We have to use that last elevator and get the buck out of here. We gotta get the other ponies freed, before-"

High above, the constantly whiring fan blades that pumped down life-giving oxygen to the deep miners slowed down.... seized... and went completely silent. A time-limit practically super-imposed itself on Spitfire's mind.

"Wonderbolts, move it!"

Racing from line to line with all the strength and speed they could still muster, the former soldiers and trick fliers unlocked each set of ponies from their work stations, directing them towards the elevator station. Many ponies stood stock still, gazing at the pegasi with stunned, glassy eyes. Spitfire had no time for that.

"GO!" she barked to them, "That's an order, damnit! You don't want to get left down here!"

That got their attention; yelping quietly, they darted towards the station, sometimes scrambling around their slower companions. Desperation was running high already in the caverns, and with a way to freedom open for them... More than a few ponies were trampled into the ground, helped up by the Wonderbolts herding the ex-slaves along. Spitfire couldn't blame them. The urge to race into the elevators and escape the hell they had been living in was incredibly strong. But she knew her duty. All the Wonderbolts did. Not a single one entered the elevators while the rest of the slaves were outside, even as the air became harder to struggle down with each second.

With a loud snap, every light in the mine went down, and several dozen ponies let out screams of despair. The power! Without the power, they would never escape! They would suffocate in the darkness, a horrible death for ponies who had already suffered horrors beyond the limits of most. Cries to the heavens, to the lost Princesses, even to the darkness below... all was heard in those first few, terrifying minutes.

SNAP!

"What was that!?"

SNAP!

With a shudder, the elevator jerked around for a moment... and slowly began to rise a few inches.

"Wonderbolts!" Spitfire's hoarse voice roared out in the shadows, strained, "PULL!"

With a lurch, the elevator, and the hopes of the slaves, rose. The Wonderbolts.

"PULL!"

"AGAIN! KEEP GOING!"

With each yell, the elevator rose higher, and not a pony said a word. Sobs rang out quietly here and there, but nopony could say a word. They were being saved, but at what terrible cost? What terrible sacrifice?

"AGAIN! ONE MORE TIME!"

Spitfire's lungs were on fire, and her strained body was giving out. They had tied the cables to the iron bands around their barrels, and each pull was utter agony. She was certain several of her ribs were shattered, and her left forehoof was definitely cracking. But she could not give up. Not yet. Fleetfoot was panting and sobbing weakly, several feet to her right, doing her best to walk in the winching circle that was raising the elevator higher. Spitfire closed her eyes, regretful tears slipping down her cheers for the younger mare. Fleetfoot was a good Wonderbolt, one of the best, and had her whole life ahead of her. She did not deserve this.

And in front of her, Soarin' Windsong, her second-in-command, was silently straining and pulling with the two mares. Soarin' was her best friend in the world. The old-souled idiot with a soft spot for pie and commanding mares. He should have been in a herd by now. Surrounded by adoring wives and squealing little foals, getting fat from pie and even more laugh-lines around his eyes. Not dying, unseen, in a fucking pit. She could only hope that the other members of her team, wherever they were, would live on, and pull the Wonderbolts through.

"Goddamnit," she muttered, trembling faintly before drawing herself up, "PULL!"

Roaring, all three Pegasi took one further step; far above, the elevator locked into place with an almighty thump, and the ragged cheers of the slaves echoed down to the three exhausted, spent Wonderbolts. With the last of her strength, Spitfire shakily pulled a sobbing, quivering Fleetfoot against a nearly comatose Soarin'.

"B-been a pleasure... f-flying beside you b-both..." she whispered, trying to get the breath to actually speak.

"I-I don't w-wanna d-die," Fleetfoot whispered faintly, burying her head against her commander's... no, her friend's, chest, "S-spitfire..."

"Just... c-close your eyes, F-fleet," Soarin' replied weakly, hugging them both tightly, "W-We... we will..."

His head, and Fleetfoot's seconds after, hit the hard ground with a soft thump, but Spitfire struggled on, just a moment more. She always had been the stubborn type. And perhaps, the dreamer. Because before the darkness completely overtook her, Captain Spitfire of the Wonderbolts sweared, SWEARED, she heard the flapping of wings, and a familiar, shouting voice. The craziest thing...

*****************************

Waking up HURT. And... surprised, actually. Spitfire let out a muffled moan, shuddering as consciousness slowly returned to her stiff, aching body. How she was still alive was a complete mystery to the mare... unless she was dead, which meant heaven SUCKED, considering she still hurt. Of course, it... could also be Tartarus. Spitfire had done a few... dark things, in her time in the military. Did she have to do penance for them? She... supposed that must be fair.

"Mmm, that's it, Soarin'... just let it all out," purred a very familiar voice, though the husky tone was... quite new.

Doing her best to open her eyes, Spitfire gave a small, muffled hiss at the piercing brightness of a nearby candle. Damnation, she had been far too used to the near pitch darkness of the mines, hadn't she? Keeping her eyes to a small squint made the light somewhat more bearable. And let her stare straight at Soarin's furry balls, not inches away from the tip of her muzzle. Meep.

Now, Soarin' was an attractive stallion. Spitfire had long since comes to terms with that, and her small attraction to him. Indeed, she had an attraction to all the members of her team, and all their little quirks. Rapidfire and his wide, innocent eyes; Surprise and her cute blush at any compliment. Fleetfoot's cockiness and smokey voice. And Soarin's gigantic cock and balls. The fleshy orbs were quivering heavily , streams of white, creamy cum running down them and pooling beneath his plot. And engulfing his cock was an absolutely luscious, firm plot; sky blue and perfectly rounded, it was pressing down just above Spitfire's wide eyes, somehow managing to handle all of Soarin's marehood-destroying cock with a widely stretched, clenching pussy.

I have to be dreaming. What the hell...

Glistening marecum trailed down those sky blue thighs, adding to the mess upon the bed-Bed! Spitfire shifted a little, wincing at aching muscles but also feeling the firm but soft resilience of a real mattress underneath her instead of a pile of stinking half rotten straw. Her eyes suddenly stinging from something other than the light as she swallowed hard to disperse the urge to sob out loud. Seemed impolite to disturb the pair next to her, even if she was about to have a sudden loss of her trademark poise for something as simple as her aching body not laying on the floor.

The deep male grunt beside her and a shudder through the mattress was greeted by a pleasured coo from Soarin's partner. Spitfire blinked back tears and her eyes widened at the sight of Soarin's hips bucking gently, his potato sack tightening visibly before the flow of fresh cream from the mare's overfilled pussy increased as she hissed in delight at the latest deposit. The heady aroma of sex intensified and Spitfire felt her cheeks beginning to burn. Slowly, still oddly loathe to disturb the rutting pair, she gritted her teeth and rolled onto her back, her wings flopping against the bed, muscles too weak to properly control them anymore as she shifted her gaze to the dimly lit ceiling.

"Good boy, Soarin'," that voice purred again, a giggle bubbling out, "Two more to go."

Oh goddess.

A soft flutter of movement to her right caught Spitfire's eye, and she quickly turned towards it, eyes widening despite the painful twinge in her neck. Fleetfoot, fur brushed and mane slicked back with wetness, had her chest pressed firmly to the bed, forehooves stretched out in front of her as she gritted her teeth around a thin bridle. Her oddly purple eyes were quite wide, twitching and rolling as the shadowed shape of a large, purple-furred mare hunched over her. A mare!? From her position beside them, Spitfire watched in stunned, blushing silence as the larger mare slowly, jerkily stuffed a massive cock inside her younger teammate, each slow movement tearing a quiet, ragged moan out of the pegasus. A set of reins lead from the bridle to the large mare's mouth, and she pulled Fleetfoot's head back with each gut-distending thrust in, stretching her neck back erotically.

With an eye-twitch to the hips of the mystery mare, Spitfire's entire world seemed to stop, locked on the familiar cutie mark in the dim guttering light of the single candle . A purple starburst. No... no, it... couldn't be. Twilight Sparkle had been banished. All of the Elements had been, Princess Cadance too... Twilight Sparkle could not be back, doing... this. But... With her discerning but tired eyes straining to focus in the faint illumination, Spitfire had to admit... it /sure/ looked like her. Maybe a little more wizened, strained even. But... how...

In Spitfire's stunned, slightly pheromone-drunk state, it was a somewhat beautiful sight. The larger mare, who Spitfire dimly noticed had a pair of wide, leathery wings stretched out behind her back, was incredibly slow and gentle with the smaller mare, murmuring softly. Wet noises filled the room as she moved almost hypnotically in and out, heavy balls slapping to an upturned plot at the slow but firm end of each loving thrust. Moving Fleetfoot's head about with gentle tugs and little leads. The pleasure-overloaded look on Fleet's face was easily enough to get Spitfire's own marehood drooling beneath her, and she shuddered, doing her best to keep from rubbing one out.

What is going on!?

Their twin orgasms came almost as a surprise to them both; the larger mare letting out a deep groan around the reins in her mouth, tugging Fleetfoot's head back firmly as she stuffed her mare-destroying length in deep, hips bucking gently with what had to be heavy, cum-laden spurts deep inside the younger mare. A fillyish squeal bubbled out of Fleetfoot as she quivered and shook on the pole lodged inside her, slim stomach swelling out after several heavy spurts. Spitfire had to admit, Fleetfoot's o-face was absolutely adorable, and she logged it away in her mental Attraction folder for the smaller mare. Finally, she was allowed to fall fully onto the bed, huffing and snorting loudly around her bit and bridle, hind legs and hips quivering as the larger mare slid herself free. She moved slowly, shakily, a soft purple glow surrounding her flaccid but amazingly ample stallionhood before it faded any along with the light. The mare winced as she dropped back to the bed. With a soft, kind smile, she leaned over to gently kiss Fleetfoot's forehead... and turned her purple, slitted gaze on the staring, stunned Spitfire.

And it was then that Captain Spitfire finally noticed the nature of her friend's sexual partner. Large, black horns swept back from the mare's forehead, gleaming slightly with latent magic, and the sight of them sent a thrill of panic through Spitfire's heart. Demon! They had all gone through the Supernatural Enemies course during training, and for Spitfire, it was not her first encounter with one of the evil, chaotic creatures. Whimpering faintly, Spitfire's strained and tensed, doing her absolute best to move, to fight... But it was not to be. Her body had, finally, reached its utter limit. While her mind was ready to do battle once again, her body had long since thrown in the towel. Spitfire's sharp pegasi teeth bared, terror singing through her system.

Twilight slid a little closer upon the bed , but said not a word as she reclined with a sigh a few feet away from the tense mare, merely smiling gently as she scanned her. Behind her, Fleetfoot slowly sat up, body quivering, but her newly purpled eyes looking at Twilight adoringly, without any trace of fear. Glancing to Spitfire, she smiled as well, though a little more shyly as she shook her head. Gulping thickly, Spitfire looked between them with trembling eyes, a few frustrated tears slipping out, before her head finally hit the mattress with an exhausted huff and sigh. If she was to be eaten, then so be it. At this point, it might even be a relief.

With a faint giggle, Twilight Sparkle wrapped Spitfire in a faint magical field, the purple light scooting the pegasus across the soft bed and into her waiting forehooves, cradling the mare close.

"There, that's not so bad, is it?" she whispered playfully, that oh-so familiar voice echoing in Spitfire's ears.

"I doubt you'll believe me this soon, but I'll say it anyway. We're not going to hurt you." She leaned in to nuzzle Spitfires ears gently, something nopony had done in a very long time, and made the older mare coo despite her fear, blushing.

"We know what you did... what you've suffered for the Equestria you wanted to serve." She whispered softly in her ear, nose brushing the plush appendage. "We're going to make Equestria someplace worthy of you again."

Fear was quickly replaced by sorrow, and more tears budded in Spitfire's eyes, which she sternly tried to hold back. It was... shockingly hard to hear validation, for everything she and her team had gone through. Their failed uprising had been her darkest day, and knowing it was her fault that her people suffered had eaten at Spitfire's soul for years. Twilight's warm bat-wings enclosed the two mares in a soft, personal embrace, giving the two of them a little more privacy.

"I'm so proud of you, my brave little pony," Twilight whispered gently, muzzle right in Spitfire's quivering ear, "It's going to be alright. I promise you... I'm going to give you the sky again."

And after a decade of pain and suffering, Spitfire's iron will at long last shattered, as Twilight gently extended Spitfire's long-bound, now freed, wings out, letting Spitfire feel the once numbed appendages again. Deep sobs and whimpers tore out of the older mare, and she buried her face against Twilight's fluffy chest, venting a deep, soul-crushing sorrow.

Twilight held her close, letting her cry herself out. Spitfire felt as weak as a kitten in her embrace, yet Twilight was just so warm, so gentle. Her hooves, wrapped lightly around the larger pony's chest and back, brushed a scabbed over slash of healing flesh, and she could feel Twilight tense a little.

Slowly the Wonderbolt captain managed to find her extra gravelly voice. "Wh-what h-happened?"

Twilight stroked her back soothingly, one hoof gently rubbing at Spitfire's flight muscles. "Recently? Freed Celestia and Luna from their prisons. It was... uncomfortable. As in the last... decade? Spent in Tartarus. Their Badlands lie wouldn't have kept us away so long."

Spitfire nodded slowly, reaching up gently. "S-so, that's why..." She gently brushed a fetlock against the coarse, heat rippled surface of one of Twi's horns.

"Mmmhm, demons now... well, demons and devils.. I'll leave the definitions until you can take a look at A Fel Compendium of Tartarus and Its Denizens. Sufficeth to say, we're a 'little' different."

"So, Celestia is b-back in charge?"

Twilight gave a wicked grin, sending another little thrill through Spitfire's heart. "Oh... oh no my little pony. That would be me. Well, me and Cadance... Cadance and myself, if being grammatically correct. We sort of... well... conquered? Equestria? Umm... Celestia and Luna aren't quite okay with the... erm... change of leadership yet. Sorta working on that though." She booped Spitfire's nose. "And no, not in the mad cackling, flames of hell sort of way. But the ponies of Equestria need something different now, and Cadance and I are going to give it to them."

Gulping thickly and staring up at the mare in surprise, Spitfire bit her lip slightly.

"S-so why are we.." Spitfire gestured to the soft sounds still coming from beyond the dome of Twilight's sheltering wing. Twilight gave the mare a soft kiss on the nose while grinning toothily.

"Ownership is a powerful force for devils. What we most care about is safest in our possession. I'll be plain, my dear Spitfire. You, and your Wonderbolts, are mine. In every way that matters, literally, figuratively, and philosophically in fact. And I take care of what is mine."

Her muzzle brushed along Spitfire's neck, finding the mark of a long healed lash. The pegasus gasped at the sudden touch of an incredibly hot tongue, tracing the scar, leaving a trail like fire in its wake as the taught puckered flesh began to relax. Spitfire's sharp gasp ending in a mute whimper. The mare was stunned both by the revelation of their... bondage? And the sudden inexplicable easing of the muscles in her neck. That whip wound had been with her for six years, impeding the easy twisting of her head. Now as she hesitantly shifted her chin to the side, there was no pulling, no strain.

Gaping up at Twilight in awe, she leaned up to nuzzle gently along her neck, a heated blush filling her body. Her nose brushed against the coarse flesh of a healing injury on Twilight's shoulder, a soft rasp of sensitive velvet to puckered regenerating flesh, drawing a slight tensing of the devil against her. Spitfire, knowing not what prompted her, parted her lips to lave the scarred flesh gently with her tongue. A tingling, almost electric sensation beneath her tongue, and a soft gasp left Twilight's lips against her shoulder.

"Ooooh, that feels wonderful, my darling Spitfire." The archdevil hissed quietly into her fur, lips brushing through the edge of her mane.

The former Captain of the Wonderbolts blushed at the admission, feeling a strange warmth in her belly as she repeated the soft stroke, beginning to almost automatically groom her mistress.... only for her motions to pause as she blinked... w-where had that thought come from? But the urge to tend to Twilight overcame the hesitance. The feeling of relief, of delight from the archdevil at her actions produced an urge she found... irresistable. Her eyes slid closed as she let her nose and her tongue trace the terrible wound marring her mistress' flesh, what power it must have taken to do such damage. The delicate shiver that graced Twilight's frame more than enough to keep her focused upon her ministrations.

Eyes half lidded, irises glowing faintly purple, Spitfire smiled gently. It would be so easy to simply submit to the archdevil. She saved them from the mines, s-she promised they would fly again. Spitfire pressed closer into Twilight's embrace, feeling those forelegs clutch tenderly around her. Her nose pressed into Twilight's chest, breathing deeply of her mistress' scent. Rubbing her face into the warm fur, spreading that scent against her forehead and cheek. Yes, she was Twilight's. Mind, body and soul. A rush of heat trailing down her spine, a blush of warmth in her cheeks, the sudden intensity of desire. Twilight cradled her close, eyes closed, the glimmer of tears budding in them as she reveled in the submission of such a treasure to her.

Taking a deep, steadying breath, her horns began to flicker uncertainly overhead, and each of the three Wonderbolts let out deep, shaky gasps as pleasant magic flowed through their sensitive wings, muscles long unused now kneaded and tenderly coaxed to renewed life in a binding, encompassing warmth. Twilight gently laid on her side, clutching the Captain to the chest as she caught her softly ragged breath. Spitfire, pausing in concern, could feel Twilight's smile as her mistress laid her head gently a top her's. The pegasus eagerly renewing her soft, loving ministrations as her wings tingled, giving odd little spasms of sensation. Taking advantage of the pleasurable healing, Rainbow Dash, as that was who the sky blue pegasus must be, carefully tugged a moaning, cum-bloated Fleetfoot over to Soarin', teeth gently gripping her mane. The smaller mare meekly rising on wobbly legs at the gentle insistence.

With gentle nudges and little nips, she backed the squirming, blushing mare back into an equally shy-looking Soarin's grip, his thick, wet cock poised just outside Fleetfoot's drooling pussy. Spitfire found her eyes locked on them in awe, numbly aware that Twilight was turning her around, drawing the fiery mare back to her chest even as a hot tongue began to gently lap and sharp teeth delicately nibble her fluffy ears. "Mmmm, Watch." Spitfire swallowing against a dry throat as she could do nothing but obey such a command from her mistress. The way Soarin's wide dick began to stretch open Fleetfoot's cum-stuffed snatch, the gooey prize from her mistress slowly oozing out around it... She squirmed softly in Twilight's arms, shuddering.

"Don't you worry, my little Spitfire... you're up next."

Author's Note

That was a ton of fun! :D Big props to Ashinda on this one guys, for helping me out.

Chapter 9

Celestia awoke with a start and a gasp, jerking to her side- only to be immediately arrested by a sharp tug against her throat. Glancing down, she frowned deeply at the padded iron collar wrapped snugly around the base of her wide neck, small diabolic runes glowing around the edges, and on the chain that led back to an iron fitting on the wall. The suppressor was definitely still attached as well, which was a... deeply surreal feeling. Celestia was one of the most talented magic-users on Equus, and when in Canterlot, was always tapped into the ley line nexus beneath the city. To be cut off from it entirely, alone in her body and mind, her senses dulled to just what she could see, hear, and smell... She shuddered slightly.

The Solar Alicorn was most certainly in her own room; everything was exactly as it had been left, though the protective wards had been broken. She was vaguely surprised that the room had not been ransacked, but she and her Sister's room were as well-warded as the vault. Celestia had a sneaking suspicion that it was not the Nobles who had broken through them. The thought of Twilight's corruption... the power that she had wielded... Small tears pricked in the back of her eyes. What had her once student gone through to gain such immense power in Tartarus? And what had the young Alicorn of Magic gone through that could have possibly convinced her to do... all this?

With a small click, the door swung open, a cheerful Earth Pony maid skipped in, a tray balanced lightly on her back, stacked high with breakfast foods. Celestia couldn't help but stare in shock- the mare was one of her old maids! Honey Dew, an amazing mare who had long helped tend to Celestia’s relatively minor needs. She was just as she remembered- light green fur, a more tannish mane, pulled back into a ponytail. But when she smiled back at Celestia, her eyes flickered a bright green, dashing any hopes Celestia might have had for a quick escape.

"Good morning, Celestia!" Honey Dew chirped pleasantly, "It's so good to see you again!"

Gracefully and with practiced movement, she set the tray of oatmeal and toast in front of the larger alicorn, and Honey Dew gave her old ruler a gentle smile.

"I can't talk long, I'm afraid. Lots of work to do still," she explained quietly, "The Lady Cadance is nearly in control of the city."

Celestia winced at that, eyes softening, "I..."

"Need to eat," was the firm reply, and Honey Dew quickly turned for the door.

"W-wait!" Celestia shouted, tugging against her bond, lifting a hoof to push her unruly pink mane back out of her eyes, "H-honey Dew... ...Twilight... is she..."

The image of Twilight rose before her minds eye; first as the delicate unicorn who had been her student, then as the promising, cheerful young alicorn she had watched grow with such delight, then engulfed in her archdevil magic and twisted into their image, smiling at her with such ferocity in her eyes, finally and most searingly, that same archdevil twisting in agony while fighting a power that Celestia herself could not hope to match. Crushing an ancient spell and falling... so broken, in so much pain, for their sakes... it would not leave her mind and she quailed to hear what Twilight must even now be suffering for such an act.

For a moment, her old maid was silent, obviously thinking.

"The Lady Twilight is currently resting," she replied, her tone softly cheerful, her very inflection a perfect copy of the lie-voice Celestia had perfected over the years, "She is perfectly safe however, and should be out and about very soon. I’m sure she’ll be stopping by before you know it!"

And with that Honey Dew quickly, though not hastily, trotted out. Leaving Celestia to her whirling thoughts. The image of Twilight, even the devilish creature she now was, laying on a bed, gasping raggedly even to breathe came to her mind, and a few small tears came unbidden to her cheeks, trickling down into her oatmeal...

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Alder Rowan’s manor sat on the edge of Canterlot’s Noble District, its back built into the very mountain that Canterlot had been settled upon so long ago. Built of bright white, and incredibly expensive, marble brought in from the quarries along the Badlands borders, the manor had long shined down on the poorer ponies in the Industrial and Merchant Districts, reminding them distinctly whom their “betters” were. Perhaps it was this mindset that had completely cleared out the path to the manor, at least of civilians.

Rarity smirked softly as she confidently strode down the cobbled streets, her troops riding along patiently behind her. On Equus, mounted warfare had never quite… taken off. In the distant past, earth pony and unicorn warlords had once used captive gryphons as battle mounts to bring war to the pegasi, and some minotaur nations rode elephants, though mostly for raw labor. In Tartarus, however, things were… a little different. Armored in enchanted iron from the depths of Tartarus, incubi and succubi rode a top massive, ten-foot long feldrakes, wielding long hooks and net-launching crossbows, mounted to their saddles. Crocodile-like, with wide, toothy mouths, the feldrakes could run faster than any land-bound ponies could hope to match, and were armored in deep scarlet scales. All in all, they were a terrifying force, lead by an equally terrifying mare.

The gates to the manor were, curiously, already blasted in by some great force, and two bundles of fur and mail were crumpled in heaps on the once manicured lawn. Bolts of fire and ice had blackened or shattered more than one marble statue in the courtyard, and at least one side of the marble wall was cracked around a disturbingly pony-sized crater.

Pausing near the gate, the devil mare glanced at a lump of shattered glass and steel, black smoke still curling up from its boxy shape, whatever it was gave off the sharp stench of overloaded arcanotech. A scorched sagging plate on the side read ‘atch’s Celebrated Bass Cannon Mk 1’. Frowning slowly, Rarity gave a sharp, silent gesture to her troops and trotted faster into the battle zone, her soldiers quickly forming a perimeter around the estate, so that nopony would escape what was to come.

At the now-shut doors to the manor, they were barred from the inside, yet banged and rattled in time with a deep thumping rhythm from within. Curious... Rarity scowled, staring down at the trail of blood leading from the wall-crater, and into the home. Something big had gone down here, and if the crackling and shouting inside nearly drowned out beneath the throbbing beat was anything to go by… Closing her eyes, Rarity’s horns gleamed a light blue as she extended her senses into the manor hallway.

Twelve stallions in their prime, ten of them blazing with rage, and something even darker, the other two colored in shades of sorrow and disgust beneath the iron of their discipline formed a loose circle around a small, badly wounded unicorn mare. A shield of sound thrummed around the mare, barreling out from her horn to form a shockingly sturdy barrier, but her power was fading quickly under the assault of the trained mercenaries.

“Just a little more boys, and she’s all ours!”

“Bitch is going to pay for what she did to Needle and Wildfire!”

It did not take a mentalist of Rarity’s caliber to know exactly what the stallions planned to do to the poor mare once they battered down her shield. And Rarity was curious just as to why an untrained fighter would take a risk such as this. Well this just wouldn’t do at all. Diabolic magic thrummed around the devil as she wormed her way into every crack and cranny of the doorway. Rarity did love her dramatic entrances, after all.

*************************

Angry, impotent tears rolled down Vinyl Scratch’s cheeks as she glared at the hated guards through the shattered lens of her trademark goggles. Her pain-wracked body curled tightly under her ever shrinking bass shield. She had never experienced pain of the magnitude she was in now, not even during the airship crash that had nearly killed her as a child, and had taken her voice, along with a good portion of her neck. The guards outside had been stronger than Vinyl had predicted, and the battle had been pitched from the start. Vinyl was not a trained fighter, but she had always been scrappy, and her sonic-based magic had surprised the armored ponies. She had managed to… to k-kill them both, but not before one had slammed her into the wall, ripping a massive gash in her side, and breaking both hind legs in the process. But that hadn’t stopped the little white mare. No… she had to find her Octavia.

Her hooves dug at the tiled floor, forcing herself forward against the weight of the magic levelled at her shield… Octavia… her Tavi. Her lover, her life, her muse… The odd pair had always been looked down upon by the upper-crust of pony society, just as most monogamists were, and “filly-fooler” monogamists at that. Which was stupidity anyway; anypony who knew Vinyl and Octavia would know that they weren’t monogamist, just that they had not found a herd that fit them. But it had been enough to cause discrimination in even Ponyville, and after the Banishment of the Princesses, things had only gotten worse. Being famous and an earth pony was a point against a pony to start. But when Octavia had made a few comments about missing the Princesses…

The twelve unicorns glared down at her, keeping up their magical pace, two shifted along the path of her advance, throwing more force against the shield from that direction, stalling her motion. They knew she couldn’t hold out for long. Even so they had to wait her out. The pure bass beat of her shield was incredibly loud and powerful, and more than a few had bleeding noses and ears from being too close to the shield when Vinyl had cast it.

Cestus Tread sniffed against his bleeding nose, the noises in the room were faint and buried under the throb of his pulse in his ears. He had tried to intercept the mare who was incredibly assaulting the mansion, more in hopes of bring the conflict to a quick end than out of desire to hurt her. The stunning wall of sound made physical had blown him off his feet. He had no doubt he had at least one ruptured eardrum. He knew the other guards were blood-hot, and intended to do something truly savage in revenge against the poor thing for the loss of Needle and Wildfire. Cestus regretted their deaths, but the single visibly flagging mare before them deserved better. The aging guardspony resolved to snap her neck as soon as the shield dropped. Quick, painless. He sent a sad plea for forgiveness to the mare he was about to kill, hoping she’d understand.

The walls around them were shaking heavily, and the plaster was cracked and falling in a nearly continuous rain of dust, coating everything a fine white. Vinyl snarled weakly as she was brought to a halt again, and with each second she was bleeding out more and more. She closed her eyes slowly, sniffling as her body grew colder from moment to moment. She flinched as her shield flickered, tears blinding her as she leaned into it with renewed, but pointless fury. Only a matter of time.

Tavi… I’m-

A blast louder than her shield suddenly shook the room, and the wave of magic assaulting her shield abruptly ceased. Looking up in surprise as the grinding agony against her magic relented, Vinyl froze, staring at an impossible sight. The massive oaken-and-steel doors had been blasted off their hinges and thrown down the hallway, crushing two unicorns into red smears on the stone floors, while their compatriots stared in absolute shock. Well, eight were. Two were frozen stock still, eyes slowly glassing over and changing to a soft purple.

What the…

Cestus felt the world fade from around him. All he could do was stare into the flaming eyes of the demon that had finally come for him. There was no terror to be had in that implacable gaze, only a tired feeling of relief. His body left his control as those eyes grew in his mind. Figured you’d come for me sooner or later… As his consciousness spiralled down into darkness. No one's had it coming more than me…

“Now, now, gentlecolts,” a familiar voice announced quietly, all warmth draining away from the room as the strange pony trotted passed the cracked and broken door frame, “Is this how you treat a lady? Tsk, tsk.”

While the other guards ponies had spun to face the mystery mare, the two with glowing eyes shifted quietly, faces blank and eyes unseeing. Horns alight they drew the swords hanging at their sides, taking a slow menacing step towards their comrades.

“Let’s see how you deal with a monster.” She hissed with contempt.

*******************

Rarity had once despised conflict of any kind. She had been a peaceful pony, more likely to resolve a dispute with honeyed words, rather than to engage in frivolous violence. Tartarus, like many things, had changed that. Oh, had it. Grinning darkly, her swept back horns gleaming a brilliant plasma-blue, Rarity’s magic slashed into her opponents, one quick enough to shield, or try to, the dark blade of magic bisected the golden barrier along with the unicorn behind it. Her mind-slaves rammed their blades into two of their former allies, one dead instantly, the other letting out a wail of pain before he collapsed. A bolt of telekinetic force blasting one of her thralls into the wall with a sickening crunch.
The skirmish was madness, the magic of the guards flailing about as golden harmony magic ranged against demonic sorcery. The fallen thrall clambered woodenly back to his feet, scattering stunning bolts from his horn. The other held at bay behind a hasty force bubble until a stun bolt slammed into the head of the unicorn maintaining the shield. With their attention scattered in so many directions, none had any hope of countering the wave of violent azure energy that swept out from the approaching devil. Within seconds, the last of the defenders lay dead at her hooves; their former friends staggered upright, the elder hobbling on three legs, one foreleg pulped against the wall where he had been thrown. Silently, the two blank eyed guards moved to flank their mistress despite their injuries, despite being spattered in their former comrades’ blood.

The thrumming shield around the little mare- Vinyl Scratch, as Rarity quickly found in her mind- had finally faded, and she lay gasping for short, ineffectual breaths. Staring up at the devil with wide, disbelieving eyes. Vinyl Scratch. She knew that name! Rarity had hired Vinyl several times to perform for Sweetie Belle, and her roommate… Roommate! Oh dear…

Kneeling down, Rarity slowly peered into the wide eyes, and whirling mind, of Vinyl Scratch. Even as her fel magics began to repair the worst of the internal damage, shifting bone fragments from her lung, sealing and re-inflating the organ, she bent her focus on refining the chaotic jumble of thoughts and impressions within the injured mare’s head. Hate was… deeply entrenched in the poor thing’s mind. Images of herself strangling unicorn guards, of ripping out the noble’s spines… These had the tell-tale fuzz of fantasy. But one, sharp and clear and burned into her mind, was of a dozen Noble Guards, dragging a bloodied, beaten Octavia out of a door, still cursing and fighting them as she lay paralyzed by a stunning bolt. So much pain, so much anger… it was positively demonic. Rarity gave a small smile, gently digging just a little deeper.

“Ah, here we are,” she whispered, gently stroking the entranced unicorn’s ear.

More hatred, but tinged with a subtly different flavor, this one both more focussed and more generic at the same time. More fantasies still tinted pink with the all consuming haze of rage, but under it, a golden glow, these memories were cherished deeply. Vinyl Scratch, her horn sawn off, sitting among a group of little earth ponies and pegasi foals, playing music for them on a tiny turntable, while Octavia looked on, smiling. The pair of them in bed together, horn again sawn off, moans drifting up and filling the imaginary room. Standing together, old and weathered, as adult mares and stallions went through an ever-shifting series of life events. First flight. Marriage. Grandchildren… It was beautiful.

The virulent hatred for her own race was perhaps less so, but a far cry from a mewling, helpless victim. Given the choice of personal power or that glorious vision become manifest, this young mare would cut off not only her own horn, but the horns of every unicorn in existence to balance the world again. Resolve such as that, well… it deserved respect, and in this case, carefully administered assistance.

“Just stay here, little Vinyl,” Rarity whispered, forming a shield of her own around the blushing, sniffling unicorn, the deep emerald rune flaring beneath her as the glow of the shield embraced her, “I’ll get your Tavi for you.”

Winking down at the glassy eyed, slowly smiling Vinyl, Rarity got back to her hooves. “You two, quarter and search. Find me this one’s mate.”

Trotting resolutely down the hallway, her mind-slaves quickly moved before her her, blades held high in their magic as they moved with skilled ease to flank the first doorway. The younger checking for movement before rushing the room in deference to the elders injury which limited mobility. They were quite skilled, Rarity mused as she watched their professionalism, all their skills present and in use, even while their minds were locked away.

The interior of the manor was all but ransacked, paintings and statues missing from every corner and wall; Rarity was certain her troops would catch anypony trying to flee, and teleporting out of the city had been made impossible a little over an hour prior. Few guards remained to oppose the angry devil, and those that spotted her and her blank eyed escorts quickly surrendered, their capitulating minds enslaved to Rarity until she could hand them over to be corrupted by succubi. Until then, they swelled her retinue in methodically searching out every room and secret of the mansion. At several points, she came across family members or servants of the Horn family held at sword point by ‘her’ guards after their feeble barricades had been overcome. A quick sticky cantrip left them immobile: her troops deserved a treat, after all!

Deep in the bowels of the manor, practically hidden behind the expansive kitchen, was a large wooden door, barred from the outside- not that that mattered an iota to Rarity. With a single pulse of blue magic, the wooden door shattered inwards, wood spraying out, but avoiding the room’s single occupant. The charcoal grey earth pony mare was incredibly emaciated, her ribs and shoulders standing out as the fur and skin stretched over the bones. Tears flowed freely down her reddened eyes as she focused on the mare standing in the bright light of the hallway.

“P-please… please, V-vinyl…” Octavia whispered hoarsely, trembling as she pulled at the collar and chain holding her to the stone wall, “I-I heard h-her… please…”

Rarity’s eyes softened as she peered into the tortured mare’s mind, only to find an image of Vinyl Scratch, smiling and standing poised with a record in her hooves, superimposed over everything. Love for the mute, showy unicorn washing even terror and pain from her mind. Vinyl was Octavia’s everything, just as Octavia was for Vinyl. It was incredibly sweet, and nearly had Rarity tearing up. With a flick of her magic, the chain and collar disappeared in a poof of dust, and Rarity lifted Octavia into the air. To Rarity’s horror, however, Octavia’s hooves were a mess of twisted, poorly healed broken bones, not even wrapped.

“You poor thing,” she whispered quietly, muzzle twisting into a frown, “We can’t have this, oh no. Come… let’s get you and Vinyl home. I’m going to take very good care of you…” She kept the mare gently suspended as she retraced her steps, her two original converts her ever present escort through the depths of the massive house.

****************

Warmth surrounded Scootaloo; a liquid warmth in fact, she found as she slowly began to swish her tail. A… bath? It had been quite literally years since Scootaloo had been allowed to have a bath. The maids had just been allowed to use a shower room, and to actually get warm water… Had she done something right for once? Very suddenly, a set of very gentle hooves began to scrub away at her mane, and Scootaloo give a tiny cry, quivering at the pleasure that ripped through her body. Her mane and ears had always been especially sensitive. All those noogies that Rainbow Dash had give her, mmm…

“R-rainbow,” she mumbled sleepily, muzzle scrunching a bit as she remembered her honorary big sister, small tears pricking in her fuzzy eyes.

“What’s up, kid?”

Gasping raggedly at that oh-so familiar voice, Scootaloo tore her eyes open frantically, trying to lift a hoof to wipe at the grime. But she quickly found that her forehooves were gently bent behind her back, tied just beneath her wings.

Wha…

A soft, wet rag gently scrubbed her eyes clear, and Scootaloo was allowed to stare up at no other than Rainbow Dash; the older mare grinned widely down at the bound little pegasus, leaning down to gently kiss her wide-open, stunned little muzzle. The wide, powerful muscle battered down any small resistance Scootaloo muster up in her surprised state, and very soon she began to quiver and moan faintly, little tongue fluttering against Rainbow’s as she desperately tried to kiss her idol back. Fuzzily, Scootaloo felt a little flare of embarrassment, as she knew that this was her first kiss. Wait, no, that had been during… the battle? Oh geez…

“Just relax, Scoots,” Rainbow Dash whispered quietly as she finally pulled back, smiling warmly, “You’re safe. And we’re gonna make you scream.”

Giving Scootaloo a saucy wink, she darted in to nibble softly at the smaller pegasus’ right ear, shooting a bolt of pleasure down her spine. Scootaloo’s muzzle dropped open once more as a soft, warm knee gently pressed between her legs, the slick fur slowly rubbing against Scootaloo’s untouched little sex. With each little rub, her little flower flushed and engorged slightly, and soon tiny little moans and whimpers were filling the steamy bathing room.

Scootaloo’s mind was whirling. Dozens of late night fantasies from her teenage years were roaring to life in front of her, and her heart was tight with embarrassment and deep, unmatched joy. Was Rainbow Dash really… The older pegasus’ muzzle nibbled gently down to her neck, suckling at the skin and fur happily, while a hoof slowly traveled up her sleek belly. Flexing her wings out, Scootaloo let out a little cry, desperately attempting to display herself for Rainbow. Anything to show her admittedly stunned and shy feelings for her friend.

“R-rain- mmm!” Scootaloo mumbled, only to tense and squeal as a second muzzle gently buried itself in her wing’s down, an experienced tongue preening her messy feathers.

Rising over the confusion of who else was in the tub was a deep feeling of relief, and a hint of sadness. It had been absolutely ages since she had allowed somepony to preen her. Usually Scootaloo could do most of it herself, but having somepony else meant than all of her wings could be done. A large, very warm body gently molded to Scootaloo’s back, two hooves gently holding up her left wing, as the mystery pony and Rainbow happily preened Scootaloo. The little pegasus was a mess of nerves, and each gentle nibble and lick and tug left her squeaking and groaning, pussy opening and winking around the firm knee still rubbing against it. Just… just a little more…

The knee suddenly moved away, and both mares slid back from Scootaloo’s quivering wings. That glorious, wonderful edge she had been peeking on suddenly became a torment, and a whine came unbidden from her muzzle. Squirming as best as she could, Scootaloo desperately tried to some kind of purchase, some little bit of pleasure. Struck with an idea, she jerked her tail back- only to squeak and whine loudly as a magical force held it in place in the water. The younger pegasus peered pleadingly up at Dash, little snorts bobbing her head and chest;

Rainbow Dash gave her a sly little grin, leading down to kiss the tip of her muzzle.

“What is it, Scoots?” she whispered teasingly, ears perked and eyes bright.

“R-rainbow,” she managed shakily after a few moments, little chest bobbing with each heavy snort and breath, “I… p-please, m’so close…”

“Then you have to beg.”

Scootaloo squeaked softly, ears perking up in shock, just in time to be nibbled upon. That voice… Twilight? Twilight Sparkle l-liked her like this too? Face a deep pink, Scootaloo squirmed gently in the forelegs holding her close to a fuzzy, inferno-hot chest.

“I-I don’t… pl-please, let… l-let me cum?” she managed, voice tiny and embarrassed as she peered up at Rainbow Dash, “Like t-that?”

Chuckling quietly, Rainbow shot the smaller pegasus a sly little grin. “Try this. ‘Mistress, I am your pet, your slave.’”

Fire seemed to rush through Scootaloo’s nerves with each word, each warm breath washing over her ears from Twilight.

“‘Twilight Sparkle is my mistress,’” Rainbow continued, grinning down at her with lightly gleaming eyes, “‘May I please cum, my mistress?’ You can do it Scoots… just close your eyes, give in to her. We love you so much…”

A small whimper rose unbidden from the bound little pegasus, and her hips bucked gently in the water, sending out a splash around her.

“M-mistress,” she started, eyes widening a little at the power of the word, “Mistress, I-I… I am your p-pet, your s-slave.”

“Yes, you are,” Twilight whispered into her ear, power echoing through her voice and deep into Scootaloo’s brain, purple light flaring in the back of her eyes.

“T-twilight Sparkle, m-my mistress,” Scootaloo continued, trembling and panting softly, “M-may… may I p-please cum? Please?”

There was silence for a moment, and tears sprang to Scootaloo’s eyes quickly. Had she failed? Had she not asked politely enough? Had- A gentle hoof turned Scootaloo’s head to one side, and tilted her up, allowing a firm muzzle to press to her lips, a powerful tongue sliding past her lips immediately. The love and understanding of her mistress flowed into the shaken pegasus with all the grace of a tidal wave, and it felt just so good. Scootaloo’s soul sang in joy as her mistress kissed her pet and held her so tightly, magic lifting her lower body out of the tub, her hind legs gently parted to hook on the edge of the tub. With a soft splash, Rainbow Dash slid out of the water, grinning slyly.

Gently breaking the kiss, Twilight Sparkle turned Scootaloo’s head back down, her sharp teeth gently nibbling down her shoulder, “Watch.”

Gazing down in wide eyed shock, body flushing as she realized how much she was on display to a hungry predator, her untouched pussy drooling heavily with her sticky need. Rumbling quietly, Rainbow Dash trailed her hot tongue down Scootaloo’s inner thigh, teeth softly nipping at times, or lips firmly suckling on the sensitive skin. Every snort, every breath washed over her core, leaving her trembling. Finally, the barest tip of Rainbow’s tongue stroked over her snatch, and Scootaloo’s hips arched in welcome- only for her to jump and squeal as said tongue speared into her, muzzle forming a tight seal over her little cunt. Slurping, licking, lapping, somehow twirling her tongue inside- Dash was just as inventive and playful in pussy as she was in air.

Hitting like a sonic rainboom, the orgasm tore through Scootaloo’s mind, her eyes glowing a soft purple as she silently screamed, still hugged tightly to Twilight’s chest. It was like nothing she had ever, ever felt before in her young life, and it was this orgasm that spelled her full descent into her new life. A velvety nose rubbed firmly at the sensitive hood of her clit, peeling it back in time for Dash’s skilled tongue to tease and lap at it fiercely, sending Scootaloo into near hysterics. Legs bucking around her head, tail and wings flailing weakly, she squealed and screamed herself hoarse, orgasms tearing over and over through her body in one continuous stream.

Twilight, darting in like a snake, captured the shrieking pegasus in a firm kiss once more, dominating her mind and body as her other pet devoured her innocence and essence. She stroked her cheeks as her horns glowed brightly, keeping the writhing little mare conscious, even as Dash finally pulled back, muzzle glistening in marecum. The older mares locked eyes, both shining with love and lust, they were most certainly not done yet. Grinning over at the kissing pair, one smiling widely, the other a quivery, stunned mess, Dash giggled faintly, carefully picking up a gleaming, sapphire studded choker and slid it around her neck. The gems glowing softly for a moment, making the pegasus shudder as familiar magic invoked a familiar and wonderful change upon her.

“Yo, Scoots. Look.”

Allowed to pull back from Twilight’s dominating kiss, Scootaloo shakily turned to Dash, eyes slowly widening as more of her mind was quickly cracked. Rising up like a hungry, veiny cobra from Rainbow’s waist was a simply massive sheath to a stallionhood, twitching slightly in the hot, moist air of the bathroom. Supported by a pair of equally sizable testes, the dark blue sheath twitched and pulsed, the monster within most certainly having to be sizable. Carefully settled onto her knees in the shallow tub, Scootaloo squeaked, blushing as she got her balance once more. Her eyes still locked on her idol, reclining against the shallow end of the tub, legs spread as the hot water lapped gently at her heavy orbs.

“Go to her, sweetness,” Twilight whispered in her ear, giggling softly, “Show Dash how much you missed her.”

Gulping, the little pegasus hesitated for a moment, working out the mechanics of movement with her forelegs bound, before she shyly scooted forward on her folded hind legs, biting her lip self-consciously at how shaky she still was. The male package was enormous to Scootaloo’s mind, and she blushed hotly as she ended up between Dash’s spread legs, unsure of exactly what to do. She had never done this before, after all, and sexuality was not a topic up for discussion among the maids. Gently stroking her now-vibrant mane, Rainbow Dash gave Scootaloo a kind little smile, suddenly dragging her head down. Her velvety nose bumped softly into the heavy sack of her idol, and Scootaloo quickly drew in a surprised breath as she was held there, tenderly pressed to that wonderfully hot flesh. The deep, masculine scent was overpowering, and she let out a quiet moan as its heat rushed down her spine in a pleasant shock.

Slowly, shyly, her lips parted and Scootaloo’s tongue ventured out to slowly lap along the heavy, fleshy orb. Responding to the firm pressure against her head her lips sealed around one of the orbs, and she gave an experimental suckle, brightening at the pleased, proud coo from Rainbow Dash above her. Emboldened, Scootaloo happily suckled the impressive teste, humming softly as she bathed it with her tongue, before carefully switching to the other orb. The taste was unlike anything she had tried before, a deep musky, masculine taste that filled her tastebuds and overwhelmed her. The sheath above her began to ripple as a thick stallionhood began to emerge, pulsing with each soft moan and cry from Rainbow Dash.

Peeking up, Scootaloo gazed up at the mottled black and pink flesh in awe, eyes completely glazed over in her lust. Darting up, Scootaloo rubbed the dick with her soft cheeks, cooing softly herself before she began to lap along it. The heavy masculine taste and scent intensified the more aroused Dash came, further urging the younger pegasus on as she moaned softly against the side of that magnificent penis. Pressing soft blissful kisses to the exquisitely satin soft skin. With a soft splashing of water and a flash of purple light, Twilight pressed lightly against Scootaloo’s side, and another thick, gleaming rod slid along her silken cheek.

“Don’t forget your mistress, little one,” came Twilight’s voice, and there was a flicker of fear in Scootaloo’s heart.

No! I can’t disappoint her!

Sliding next to a giggling Rainbow Dash, Twilight grinned slyly down at their shy pet, her eyes wide as she gazed at the two cocks in front of her. Twilight’s was far girthier than Dash’s, and was a deep purple-pink. And her balls, hanging beneath that glorious cock, were massive, packed to the brim with baby batter. Staring at them in shock, Scootaloo was positive she could see them quivering with the amount held inside. Eager to please, she quickly darted forward, sloppily lathering kisses and licking every inch of their cocks, gentle whispers encouraging and teaching the little pegasus. What she lacked in skill, Scootaloo more than made up for it in sheer eagerness.

Very quickly, pre began to bead, then pour, down the twitching, pulsing dicks; with each lick, Scootaloo was assaulted by flavors that were adding to the weight cracking her mind. Her favourite drinks, the amazing foods and treats she had loved as a child… each lick and taste of their pre-cum was something different and amazing, and Scootaloo found she craved their essence more than anything. Their essence, their love, their affection… Whining in the back of her throat, Scootaloo speared Twilight’s thick cock into her throat… and blinked as no gag rose up. Giggling quietly, Twilight gripped the back of Scootaloo’s head, and began to firmly thrust in and out of her tight, helpless throat; her mane was twisted lightly around Dash’s own dick as she began to thrust in and out happily of the soft, clinging substance.

Being so helpless beneath the powerful mares was stunningly intoxicating, and Scootaloo felt her little flower begin to drool once more. The cock in her mouth was massive, stretching her throat and even leaving an indent in her throat and chest. And it was incredible. With each thrust and throb, her love for her mistress grew, and Scootaloo could only gurgle happily. A gentle hoof stroked one ear; the other was being used as a maturbatory aid, the fluffy texture perfect against Dash’s cock. Rather suddenly, Twilight yanked Scootaloo back roughly with a magical grip on her mane, making her squeal in surprise (and no small amount of lust from the pain), only to be silenced again by Dash’s furiously stuffing her throat-breaker into Scootaloo’s open maw. Where Twilight was firm and in control, Dash was frantic, eager, and utterly out of her mind, her balls slamming into Scootaloo’s muzzle with each thrust, leaving a meaty thwack. Scootaloo could die happy, right there, and her life would feel completed.

“I think our pet deserves a reward, Rainbow,” Twilight whispered, grinning devilishly down at Scootaloo, pumping at her thick cock with Scootaloo’s soaked tail.

“Oh yes, mistress,” Dash managed between heavy pants, grinning, “S-she’s a good little c-cocksucker. Do you want a reward, pet?”

All in all, Scootaloo could only gurgle in response, eyes wide and bright in joy, staring up at her betters. As one, the two larger mares leaned back, Dash’s cock sliding out of Scootaloo’s throat with a loud schlick just as the first spurt came roaring out, spraying over her nose and eyes.

“Tongue out!” Twilight snapped, grunting as she leaned forward; Scootaloo was frantic to obey, tongue hanging out eagerly for her reward, one eye already closed from the thick goo.

Each spurt from either mare was powerful and heavy, gooey cum splattering down heavily over Scootaloo’s face and across her tongue. Holding her cock over Scootaloo’s mouth, Dash made sure to fill her little mouth to the brim, again and again; the young pegasus swallowed as fast as she could, but cum inevitably over-flowed her chin and stained her chest wide. Twilight was more interested in utterly claiming her. Her eyes and ears were thickly coated in her pure essence, and a great many spurts coated Scootaloo’s now vibrant mane, which began to glow lightly with latent magic. Groaning deeply, both Dash and Twilight turned to allow the last of their loads to coat and drool over Scootaloo’s quivering, freshly-preened wings.

“Stay just like that, pet,” Twilight whispered, committing the image to her memory… while Dash snagged a camera from beside the tub, and began to capture every inch of their new pet in film.

Being such a good little pet, Scootaloo moved not an inch, mouth still wide open and filled with the last of Dash’s loads, though her cheeks heavily colored with each click of the camera. With a soft snicker and a flick of magic, Twilight gently closed Scootaloo’s muzzle and tied it down with a padded leather strap, turning her around and settling Scootaloo onto her broad chest.

Blinking up at her with shy eyes, Scootaloo mewed softly, but did not swallow; she would not, not till she was ordered. But as Dash slowly began to press down on Scootaloo’s back, what was happening set in, and Scootaloo gave a shy, gurgling mew… and eagerly spread her hind legs as wide as she could, tail lifting onto her back.

“Such a good pet,” Twilight cooed softly, kissing the tip of her cummy nose before lining herself up with magic, nodding to a beaming, excited Dash.

Twilight had no want to truly hurt her little pet, and her and Dash’s cocks were lined with enchantments. With a little spatial rearranging and lust magic, there would be no serious pain for Scootaloo on her first time, and she would easily be able to… accommodate them. Shifting carefully on Twilight’s chest, Scootaloo meeped quietly as Twilight gently raised Scootaloo’s head, their eyes locking. Her Mistress wanted to see Scootaloo’s expression as she and Dash claimed all of her. Body, mind, and soul.

Her eyes slowly began to widen, muzzle scrunching up around the load of cum stuffing her little muzzle as Twilight’s flat-headed cock began to spread her drooling pussy so-very wide. Both ears perked straight up as Dash playfully knocked on her back-door, only to begin sliding quite firmly, a little whine bubbling out of the little pegasus. But her eyes never left Twilight’s, and her Mistress smiled as her cock slid into her so-tight, clenching tunnel, cockhead resting a top her virginity. Deep in her soul, a teensy bit of harmony magic glimmered… and shattered as Twilight broke the seal with a deep, firm thrust, filling Scootaloo fully. The magic, sweet and terrible and wonderful, poured into the Archdevil, and she gave a delighted groan, watching happily as purple fire lit in the depths of Scootaloo’s eyes.

“My perfect little pet…”

A soulful squeal ripped loose from Scootaloo’s depths as her mistress filled her… only to squeal, and cum, again as Dash joined her, a firm thrust stuffing her guts full of wonderful cock. Never before had Scootaloo felt so wonderfully full, and for a split second, she vaguely wished there was a third pony to stuff her mouth and throat, and complete the trifecta. Ah well. Being fucked into oblivion by her Mistress and her idol would just have to do. And as the pair began to playfully saw in and out, setting themselves up at a pace meant to last hours, Scootaloo let her fears and concerns about everything drift away, lost in the feel and taste of her lovers.

Author's Note

Phew! BIG thanks to Ashinda on this one! This is easily the longest clop scene I've ever written! I hope you enjoyed! Be sure to keep checking our inkbunny account! :D

https://inkbunny.net/DarkEquestria

Chapter 10

Rarity let out a sighing breath, looking over her handiwork with an eye for any unanticipated complications. The crystal envelope was a stretched teardrop enclosing the blurred forms held within. Behind the facets of their container Vinyl and Octavia slumbered, though slumber wasn’t perhaps the best definition for their status. Held in a profound form of healing stasis, their entwined bodies rotated weightlessly, casting little scintillations of light off the facets of their prison.

The devil gave a short huff at her own morbid turn of thought. Prison indeed! Still, there were few more effective ways to contain a pony. And sadly, Vinyl was in need of some modest amount of containment right now. The state of the poor Dj’s lover had further unhinged her, never in her wildest imagination had she thought anyone would ever take Octavia’s music from her. The nightmarish realization had broken the last bulwark against her hate.

Rarity gave a little shiver, she had been keeping a gentle touch on both their minds when she had reunited them, and the wave of agonized hate, of revulsion that had rolled off the unicorn had turned the devils short lived sense of victory to ashes in her mouth. Vinyl had broken, crying, screaming mutely, unable to be comforted, though her lover had tried, until Rarity had at last brought an end to their shared misery and given them sleep.

And now she gazed at the conundrum before her, Two damaged, shattered halves of a whole that must be repaired. Biting her lip as she pondered the hows. Vinyl’s physical injuries were fresh, and the stasis would heal them with nary a scar to show their existence. Octavia’s physical wounds… weren’t so easy. They were old, long healed and scarred wounds, left to heal twisted and warped on purpose. Probing the injuries showed the residue of unicorn magic. Some sadistic fucker had broken her hooves with telekinesis, had used manipulation magic to bring agony to her, and all but crushed her cannon and long pastern bones into powder.

Octavia seemed emotionally the stronger of the two, but that wasn’t saying much. Yet seeing her hold the distraught unicorn to her barrel, heedless of her own hideous deformities, caring only for easing her loves pain… Rarity blinked suddenly, damn the dust in here! Octavia must be made whole… and that presented challenges. The damage was such that conventional treatments wouldn’t work very well, and half measures were NOT useful here. It would take powerful transformation magic to correct those flaws now.

Healing her injuries would hopefully quell some of Vinyl’s agony, make it tractable to reason. Unicorns were such fragile things, and yet could wield such magical might. Sensitive hearts and vulnerable minds, blessed with the power of the cosmos, and nothing to challenge their primacy of it…

Nothing to humble them when necessary, to teach them the folly of their excesses…

Nothing to put them.. in… their place.

A fierce fanged smile split the devilish fashionista’s muzzle...

Ideeeeeeeeea!

********************************

Celestia sighed, her breakfast had long since been consumed, barely tasted, though her belly appreciated the sustenance. As it turned out, her chain was just long enough for her to sit comfortably in her favorite chair next to the window. There she sat, eyes gazing out at her city, the city that would all too soon be hers no longer.

There was a twinge, a definite twinge to the thought. She had been here when it was built, and now, watching it fall to demons from tartarus, she wondered if she was watching it die. And she was powerless to stop it. More powerless than just the loss of her magic accounted for if she was honest with herself. Who wanted her here? The unicorns had wrested the City of Unicorns from her, banished her into her own Sun, and turned her beautiful crown city into a sprawling, pollution choked hellhole that served only to house and propagate more such ill equipped souls. Their vision was short, and it wouldn’t have been much longer before the city had been rendered unlivable by their ‘progress’.

And that was all before the population counts included DEMONS!

Celestia closed her eyes, blotting out the sight of the ailing-in-so-many-ways sprawl of city, and took a short, calming breath. For what possible reason was she here? Demons might have many uses for one such as herself, though corruption was so difficult as to be virtually impossible for alico- her thoughts ground to a halt, eyes going glassy with tears. Had she forgotten so quickly? The two leading this invasion had been alicorns once. Minor Alicorns certainly, not the solar and lunar goddesses, but alicorns… the first new ones in millennia. Both of her hopes for a glorious future of her kind had been torn from the paths set for them, and now were twisted into parodies of themselves. Cadance the depraved Archdemon of Lust. And her poor, beautiful, dearest in her heart… her Twilight… now the Archdevil of Power. Love and Magic had been taken from Equestria, and twisted and coarsened into mockeries of their purity.

She gritted her teeth until they squeaked as they ground together, trying to fight the pain, t-the rage that welled up in her heart. Th-those u-unicorns! She wanted their heads, and their hearts! She wanted to burn them to ash atom by atom and then crush the remains into a gem to adorn her neck. Those blighted, base born, jumped up b-bastards who had called themselves Nobles while ripping apart the very meaning for the word in the process. Celestia wrapped her forelegs around her belly, curling into her chair as a whimper of pain escaped the clench of her tormented teeth.

No.

P-pull it b-back. Find you c-center. B-be at peace.

She forced herself to draw in a ragged breath, then another. Blowing them out in a long, slow exhalation, she tried to purge the anger, the pain, t-the hatred, into that shaky breath. Slowly she drew in another long breath, focussing on keeping this one steady and even. There is no need for anger, it will only cloud your thoughts. Let that breath out, trying to keep it equally slow and even, a difficult enough goal with her body shaking as it was. She dragged another deep, lung expanding breath into her barrel. There is no hatred, it will only betray you in thought and deed.

Another long slow exhalation.

You are the bright light of the world.

You are above such base urges.

You are a beacon to which all life will be drawn.

You are to be an example of what pure hearts can attain.

She drew in a soft, easy breath.

Breathed out a slow, steady exhale.

You are the Alicorn of the Sun.

You-

Her ear twitched as she heard the click of the door, a soft, easy smile slipping over her countenance as she turned towards the sound.

-have a visitor!

The sky blue pegasus that entered the room was not whom she had most hoped to see, but she was a clear second if the moment she had seen with Twilight before Cadance had taken her away was anything to go by.

“Hello Rainbow Dash, can I help you?” She was pleased that she had calmed herself enough to respond so smoothly.

Only to be surprised by the piercing eyes and small frown which the pegasus wore only three paces into the room. Without a word Rainbow lifted a hind leg and swiftly closed the door behind her. Clicking it gently closed before proceeding further into the room, her eyes never leaving Celestia’s.

The alicorn swallowed incrementally, confused at her behaviour, blinking as she heard the audible deep inhalation through the mare’s nose. The connection becoming clear in a blinding insight as she automatically lifted her horn to cast a cleansing cantrip, only to have an audible pop of emerald light draw a yelp from her and making her rub at her forehead to dispel the sensation.

Right… suppressor. Which means…

She looked back into Rainbows eyes, seeing certainty there.

… oh dear.

“Who are you angry at? Is it us? If so, tell me, so we can work it out.”

“W-what?” Celestia blinked, trying to collect some of her fractured poise from the suppressor zap.

“Don’t play dumb, please. I can smell the rage in here. It was like licking a spearpoint the moment I walked in the room. Anger, pain, loss… You get to know the scent of emotions in Tartarus. I’ve smelled them all, coming off myself and from each and every one of my friends. So I damn well know what they smell like.” Dash paced a little bit, her head low, hackles lifted. The sight of a borderline threat display from the pegasus brought the metallic tang of fear to Celestia’s mouth. “And I’d hazard a guess that little jolt of yours was an unthinking attempt to clear the air before I was sure of what my nose was telling me.”

Celestia swallowed again, blinking her eyes rapidly, unable to hold Rainbow’s gaze and finally breaking contact to look away.

“It’s not for you.” She whispered finally. The admission grated its way out of her mouth, her teeth clicking shut behind it as if desiring to catch its tail and drag it back.

“Well, that’s nice. Doesn’t answer my first question, does it? I asked, ‘Who are you angry at’?”

The sharp, brittle quality of Rainbow’s voice told Celestia that she wasn’t going to let this go.

“T-the Nobles.” She felt the sick feeling in her stomach, the emotions she had just purged being fed by voicing that hated name. “F-for what they did to you. To me… Luna.. m-my city.” She bit back any more, clenching down on the growing void moving from her belly into her chest. Eyes shut tightly as she forced it back down. There is no anger. There is no hatred.

No anger.

No hatred.

To then feel a pair of strong forelegs wrap around her. To feel a pair of wings enfold her as a gentle forehoof brought her head to a warm shoulder.

It was as if time stopped. Her breath frozen in her throat.

“Don’t hide it.”

Her breath sucked in as a hiss of fear, tensing within the comforting embrace.

No anger.No hate.No anger.No hate.No anger.No hate.No anger.No hate.

“Hiding it only hurts you.”

No anger!No hate!No anger!No hate!No anger!No hate!No anger!No hate!

Those arms tightening around her rail stiff body.

“Cadance did this very same thing, you know.”

No Ang-

“W-what?”
********************************

Twilight gave a soft sigh, enjoying the near boneless relaxation she was achieving. Before now she had hurt too much in body to permit such rest, but her recent… acquisitions... had done much to speed the healing of her physical injuries. The burning pain running through her horns and through the back of her mind was a different matter, but easier to attend to with her body at long last ceasing its complaints.

She smiled softly at Fleetfoot shifted, tucking her muzzle against Twilight’s flank and murmuring in her sleep. The larger devil was hemmed in by slumbering pegasi, a delicious experience. Pegasi were such tactile creatures, the brush of a nose, a wing, the curl of a foreleg to pull closer. A simple, uncomplicated yet deeply restful interlude. Dash had always been a clingy sleeper, and Twilight found it satisfying and comforting to be nestled to by so many dear pets now.

The sense in the bed changed abruptly as the door creaked slowly open. Several sets of glowing purple eyes winking open in the near darkness to home in on the sound, and the creature who made it.

Rarity made no move to enter the room, though her smile only broadened at the baleful scrutiny she was under. “ Ahem, if you all would prefer it to, say… ripping my limb from limb… I have come to check on our mistress.” She responded with playful condescension, keeping her voice light. By the looks of it, all four of the pegasi were quite deep in their post corruption fugues, most likely they barely understood her words, focussing more on tone in their addled state.

Twilight chuckled softly, feeling a certain thrill at finding herself shielded from view by several broad now-functional wings, aggressive pegasus bodies interposed between her and the door with barely a second's warning of an intruder. The display of such loyalty from her darlings, and so soon after their own torments ended! It brought a certain giddy joy to her heart. Her gaze falling on the youngest of her… protectors.

Scootaloo wasn’t part of her shielding bulwark, but was crouched low, undersized wings flared, body coiled for a springing pounce that was altogether not an equine tactic, even amongst the pegasi. Had Twilight not seen Dash assume a similar posture hundreds of times, she’d have been surprised to see the young pegasus coiled to kill were it necessary. Her scrutiny drew Scootaloo’s attention, soft purple eyes shifting to gaze at her mistress. Yet she did not leave her whipcord pose, even as her eyes queried Twilight’s wishes. the glimmer of real, returning intelligence in them speaking volumes for the young pegasus’ development.

“Mmmhmmmhmmm, relax everyone, I doubt Rarity is here to stick a knife in me.” Twilight clapped her hooves together and the tension in the room melted as four tense pegasi slowly relaxed. Wings furling, postures going from aggression to cautious. Four pegasi deftly rearranging to flank their mistress instead of shield her. Twilight extending a wing to wrap about Scoots, dropping a warm kiss on the blushing filly’s head as she cuddled her close.

“Heeeee. Oh my how very apropos… in point of fact, I am looking to stick something in you.. but definitely not for nefarious reasons… well.. not nefarious against you at least, Darling.” Rarity chuckled, displaying the glass syringe with its glittering steel needle. Holding it out in her magic for the benefit of all as she approached the bed. With a space cleared, she hopped lightly onto the bed, to settle comfortably before the lounging Archdevil. “First things first though…” She murmured brightly, setting the syringe aside, her blue magical field reaching out to brush Twilight’s horns gently, a weak flare of purple washing out to bat the blue field away. “Ahhhh, not so shaky as before… and a good deal twitchier!”

********************************

Celestia felt shock replace the acid feeling in her belly. Shock and a perverse curiosity for offered knowledge of what Cadance suffered.

Dash gently released her, giving her shoulder a comforting stroke before settling to her haunches before the Solar Monarch (deposed). “Yeah, when we first got to Tartarus. We were scattered at first. The banishment was all wonky because of what Cadance did to the Archmage while he was banishing us. He was trying to send us to Wrath. Instead we ended up flying sideways over Lust. Too fast to fly, to try to even slow our descent.”

The pegasus eyes were glazed, almost sightless as she continued, her story perhaps more eagerly received than she knew. “We lost AJ first… spun out of our grip, thrown down into the outskirts of Asphodel, the jungles. We kept a better grip on Pinkie and Fluttershy, but they were torn out of our hooves by the winds. I almost went after Fluttershy, but Rarity pushed me and Twilight into Cadance and f-flung herself after them.”

Dash’s eyes widened, glossy with tears at an ancient memory of impotence. “Cadance wrapped us both in her wings, clutching us to her chest. She was whispering something to Twilight. I couldn’t hear much, I was screaming too loud for her to let me go. So I could go save our friends… then we hit the bluffs.”

Celestia winced, able to conjecture how fast they would have been travelling with a misguided banishment spell propelling them across the skies.

“I woke up later, with Twilight and Cadance standing over me. Twilight was wearing an invisibility enchantment, but had keyed it to let us see her faintly. I wouldn’t find out why until much, much later. Cadance had decided that Twilight was our delicate package for our stay in Tartarus. If we kept her free, and the demons unaware she was there, she might have a chance to get us out.”

The words were pouring out of Rainbow Dash now, no urging needed to get her to continue. It was as if reliving the memory had to happen in its entirety. She could not stop, lost in the telling.

“It took us weeks to gather everyone but AJ. Her trail went cold and we couldn’t find it again. All through that time Cadance shielded us from what threats she could. She’d been to Tartarus once, with you I think she said, a very short visit, but one in which you imparted much knowledge of the shattered realms of the underworld. So of course we followed her orders.”

“Sometimes she forced us to run and hide and wait for her to come find us. We didn’t learn until later how many of those times had her facing threats she could not overcome. How many times she was beaten, broken, more often than not raped by sadistic demons. How many times her prolonged absences were from having to piece herself back together, over and over and over again….”

Celestia felt her eyes pricking again, but she could not bring herself to interrupt the whisper soft voice of the pegasus as she spoke. Eyes far away, Rainbow Dash was lost in memories of some of the darkest days of her life. Before with a blink she trailed off and came back to the now, eyes sharpening as she gazed up into Celestia’s.

“She kept us safe, and ignorant, for as long as she could. She never explained to us what corruption was or how it worked. As time passed she became more and more withdrawn, less and less talkative. Told us she was just tired, which she obviously had every right to be. It wasn’t until the night she woke in a lust fugue and tried to rape Twilight that we learned the truth.”

Celestia’s heart stopped in her chest at those chill words. Her mouth falling open, lips working as she tried to say something… anything to dispel the import of that single statement.

“Oh she came to herself and stopped before anything happened, but seeing her like that, we would no longer accept her soothing, easy lies. The questions became a debate, that escalated into an argument. Finally she broke down, hemmed in by ponies who wanted answers she was refusing to give. She explained everything. How slim a chance there was that we could escape. How Tartarus changes those who end up there still in a physical body. How her repeated battles regardless of whether victorious or not were accelerating her decline.”

Celestia found her hoof pressed to her mouth, the urge to sob resisted by main strength alone.

Oh my dear Cadance, to be so strong in that terrible place…

“She was trying to hold onto her mind, she didn’t care what happened to her body, her goal was to remain sane. And it was now clear she was losing that fight. She wouldn’t be able to stay with us much longer, before it would happen again, and she might not be able to stop herself.”

Dash took a slow breath, letting it out in a sharp huff, giving her head a shake to try and clear the memory of the emotions surrounding that night.

“It was Pinkie Pie that took her off to another cave that night. Over the next week the rest of us took our share of the burden. Everyone but Twilight. Even me. Oh Twilight wasn’t my mistress then of course. She was my best friend… and we always hovered on the edge of being more for each other. But she understood. She was our lifeline, and if the rest of us bedding Cadance kept her sane... We all knew it was a worthwhile sacrifice.”

A soft whimper drew her attention, and Celestia realized with a wrench that it was coming from her. “H-how did any of you stay y-yourselves in that hellish place?” She wheezed, rubbing at her tearstained cheeks irritably. “Many have found their way into Tartarus, and all that I know of were devoured by that awful realm. And yet here you sit, apparently still yourself… h-how?”

Dash rose to her feet, lifting her head to be snoot to snoot with the Solar Alicorn. “Oh, none of us are quite what we were before. Me? I became a slave to Twilight. Her pet.” The proud fanged grin that crossed her face at that term was both like Dash and yet not. “I sacrificed a lot in there… we all did. But we also had each other. First as friends, later as lovers. Sometimes you have to cling to someone else and let yourself fall apart. And accept help in picking up the pieces. Not easy for me, or Cadance. Though I think Rarity and Twilight had it worse when their times came. But they knew the value of the group by that point, and in their own ways they gave themselves into our hooves, trusting that we wouldn’t let them shatter.”

They held each other together… and were shaped by each others hooves. Their environment alone did not have its way with them…

The thought was stunning. In the end, was it really so simple a solution as friendship to stay the timeless decay of the infernal regions?

“My point with telling you this is simple. We never knew our true strength until we set aside those pleasant well intentioned little falsehoods we set between ourselves and the rest. Cadance was the first to start discarding them. I had to learn the lesson more harshly. In the end we stopped filtering our thoughts, screening out the impulses we were ashamed of. Sometimes those subtle cues were all we had to help someone through a breakdown. We all lost our sense of false modesty, even Rarity, bless her raunchy little heart. We were what we were, and one and all we accepted each other.”

“Oh, Twilight was surprised I still had this after all this time.” The pegasus gently pulled a battered, worn journal from under one wing, offering it to Celestia. The alicorn took it gingerly, it looked ancient. The cover had once been grey, she thought, now it was browned at the edges and faded where it creased. But embossed in the center of the cover was the worn imprint of Twilight’s cutie mark. Even as her eyes widened she felt Dash reach up and poke at her horn, or more precisely, the vicious little ring at it’s base. Even as she started from the unexpected prod, she felt a strange tingle washing down her spine, and grunted a bit in surprise. “There, can’t turn it down much, but that should give you some telekinesis if you focus.”

Celestia drew breath to speak, only to have Dash’s hoof silence her with a soft touch against her lips. “This was Twilight’s journal, from maybe day two in Tartarus until her fight with the Archdevil of Power. I think we’re all hoping it helps you see our side of things a little better.” The alicorns gaze dropped to the now doubly precious object resting in her hooves.

Rainbow Dash gave a short, cleansing sigh. “Well, that was way more of a lecture than I wanted to have when I came in here. You’re way smarter than me, so I’m sure you’ve heard these things before now.” With a little shake that roused all of her feathers and fur and left her looking for a split second like the most soft, adorable pony Celestia had ever seen, she turned towards the door, her sleekness returning. “Got tons still to do today, so I’ll come back and check on you when I can. I’m to see Luna next, boy has she been giving the staff a hard time!”

“Wait!” Celestia cried out, shrinking in on herself a bit at the force of her voice as Dash turned to look at her, one eyebrow arched in amused query. “Umm.. H-how is Twilight? I mean.. for real? Is she okay?” The last word came out in a squeak that would have done Fluttershy proud and Celestia felt her cheeks heating up at it.

The stony look that crossed Dash’s face made her fear the worst, before the pegasus relaxed a little, honest fatigue in her eyes.

“She’ll live. She burned out a lot of her thamaturgical pathways doing what she did. We’re keeping her comfortable, and as entertained as we can… but, well.. you know Twilight.. I have to sit on her to remind her *not* to do magic. So she’s a terrible patient when it comes to recovery.”

Somehow, hearing those descriptions from Dash painted a more optimistic impression than all of Honey Dew’s more cheerful positivism could. Twilight was badly wounded, but well enough to be a difficult patient. She couldn’t stop the relieved smile that cross her lips, a knot of pain deep in her guts coming loose just a little.

“Thank you, Rainbow Dash… I.. I appreciate knowing she’s improving. Please, let her know I want to see her when she’s better. I think we have a lot to talk about.”

The pegasus came to a smarmy stiff attention, knocking her forehead with one forehoof in a snarky little salute. “You got it Princess. Oops. I mean Celestia.” She replied with a saucy wink, turning and trotting out of the room. Her final comment echoing into the room as the door closed behind her. “Dayum that’s a fine plot!”

Celestia froze up at that parting shot. One eye twitching alarmingly for a moment before her cheeks spontaneously combusted.

********************************

Applebloom awoke with a faint groan bubbling from deep within her chest- followed by an equally deep growl from her stomach. Her body felt drained. Sucked dry, even. Peering blearily down at herself, she was… laying on a little hill? Surrounded by trees and bushes… huh. Applebloom shifted experimentally and was surprised to find that her wounds were gone. Even her old scars from applebucking, faded away. Her fur was shining richly in the bright sunlight, and the bone-deep soreness from the ragged labor every day for the past few years was gone. She was just so damned hungry!

“G’mornin’, Applebloom.”

No way.

Recent, fuzzy memories began to burn into the forefront of the mare’s mind, even as a deeply familiar scent washed over her senses, immediately bringing tears to Applebloom’s eyes. Tawny-colored, powerful legs wrapped around her barrel and crushed her into the fluffy chest of another pony. One Applebloom had been sure was lost to her forever. Peeking up slowly, Applebloom stared up in awe at the glimmering green eyes of her big sister, a soft, almost-teasing smile on the elder pony.

She couldn’t speak. There had been so much Applebloom had been wanting to say… to yell at AJ for leaving her without a word. For indirectly causing Big Mac to get taken to jail, for Applebloom getting yanked from her home… To beg her forgiveness for those thoughts immediately after. To plead with her sister to never, ever leave again. Applebloom’s heart strained with a flurry of emotions she could scarcely comprehend, and she opened her mouth to say… something!

Only for a thick, juicy fruit to be stuffed inside, and for AJ’s hoof to force her jaw closed on it. The crisp crackling crunch the fruit made between her teeth was like apples from her foalhood; not like the fruit of the last five years, wizened and soft even freshly picked. Juice filled Applebloom’s mouth in an instant, and a muffled moan bubbled out immediately, some of the juice dribbling down her muzzle. It tasted exactly like the family cider! The hard stuff too, the kind Big Mac had let her try once at a family reunion. She swallowed down the “meat” of the fruit, panting faintly.

“A-appleja- mmph!”

Again, a fruit was stuffed into Applebloom’s mouth, and she let out a slightly indignant squeak. Dangit AJ! She was trying to talk things out! But… mmph, damnit the fruit was good. Rolling her eyes, Applebloom carefully chewed and swallowed the fruit, smiling faintly after a moment at the heat blooming in her chest. Her muscles, for the first time in ages, were truly relaxing. She didn't protest the third, or fourth odd fruit stuffed into her maw and simply ate them immediately. A soft blush rising over her cheeks, Applebloom nuzzled her way closer to Applejack’s chest, giving a small whine.

Her whole world smelled and tasted of apples. Apples from her foalhood, sweet and crisp, blushing reds and buttery yellows, melting on her tongue, fresh and canned, pies and fritters... It all swept over her in a rush, bringing tears to her eyes. It was like coming home. Closing her eyes for a moment, Applebloom basked in the sensations, a wide, goofy smile on her muzzle before she again bit down into one of the strange fruits. She tucked her muzzle into Applejack’s fluffy chest, taking in a slow breath. For many long minutes, she just relaxed, content to rest against her sister, one of her sibling’s forelegs clutched around her back.

“One more, AB,” Applejack whispered quietly, a little smile on her muzzle as Applebloom peeked up at her and the strange little fruit in her hoof.

Somewhere in the back of her muddled mind, Applebloom knew that… something with her sister, that there was something off in her eyes, in the wide, almost predatory smile. Still… Stretching up, Applebloom bit into half of the fruit, eyes widening faintly as Applejack closed the distance in a flash, biting through the other half. Juice drenched lips brushed over each other, and Applebloom couldn’t help but shudder as she swallowed the fruit. She should… definitely move… Somewhat stunned at her own thoughts, old memories rose up in her mind. Summers and summers ago, long days and sleepovers in the clubhouse. Staring up at a blushing Scootaloo as the two practiced kissing. One special night with Rumble, the year-older colt smiling shyly as he kissed at Applebloom, their hooves entwined. The feeling of his lips on her own…

With a soft mmph, she lunged lightly forward, mashing her lips to Applejack’s, shivering. A soft chuckle bubbled out of Applejack’s muzzle, and a hoof softly stroked down the younger mare’s cheek. Clumsily, Applebloom’s tongue traced at Applejack’s lips, and was eagerly received, the older mare’s tongue playfully wrestling with Applebloom’s. Her mouth tasted like the strange apples they had been eating. The feel of soft lips, of closeness and comfort drowned out the little voice in her head that was shrieking at her to stop.

Gently pushing at Applejack’s chest, Applebloom rolled the grinning, compliant mare onto her back, suckling gently at her tongue and running her hooves against her chest fluff. Her mind was a whirlwind, soft whimpers working out every few moments.

“I missed you s-so much,” she whispered huskily, darting back to kiss Applejack’s still-grinning lips, “I...I…”

Darkness swam at the edges of the young mare’s vision, and she slowly reached up to cup Applejack’s cheek. Tears blurred what was left of her eyesight. A blush slowly filled her cheeks, a strange clarity coming over her thoughts as she stared at Applejack… and realized just who she was kissing with such fervency. Her own sister...

Slowly she pulled back, gasping for breath. Applejack let her withdraw, though the smiling apricot pony didn’t let her go completely… Applebloom gave her muzzy head a gentle shake, trying to clear the bleariness from her eyes. Some crazy part of her annoyed that she’d stopped the make out session just as it was getting good.

“W-wanna… go home,” she murmured, breath hitching as her legs gave out, her body flopping out atop Applejack’s as with a shudder, she sank once more into sleep. Applejack’s forelegs squeezing the slumbering pony tightly, her lower half dispersed into vines digging into the slope beneath her. The dryad chuckled softly to herself, licking her lips, enjoying the taste of her sister upon them. That was incredibly hot… having Applebloom making out with her like that. She bit her lower lip and resisted the urge to enjoy her further. Mmmmh, no, she’d wait for her to wake up before their fun continued.

********************************

It took the better part of an hour for the magical exam to conclude. The final assessment having Rarity sweating in an unladylike fashion, her slim white horns bound between Twilights larger rack as she gritted her teeth and hissed in discomfort. Purple energy roaring around her as Twilight, fangs equally bared, grunted at the resistance the paler devil was providing. Twilight held the contest for a moment longer, before easing back and dipping her head to unbind the fashionista's horns from hers.

“Oh… huh...huff… n-not as ragged as I expected. O-oh dear… just let me catch my… breath.” Rarity flopped to the bed, barrel heaving as she waited for the room to decide to stop spinning. Very soon, and she would again be unable to provide a meaningful challenge to the Archdevil’s might. That in itself was a fine indicator of Twilight’s recovery, and both of them were intimately aware of the gulf between their powers.

It took a certain amount of trust for Rarity to ‘plug herself in’ to the Archdevil circuit… one overstrong pulse and she would burn spectacularly in demonic fires she had no hope of withstanding. It spoke to the intimacy of their long relationship, that neither of them held a moment's concern for that outcome anymore.

Twilight studied the panting devil, giving her a moment to recover. “Rarity.”

“M-mistress?” The response came immediately, and without hesitation.

“Are you in control, Rarity?” Her query delivered in the cool, firm voice that reminded Rarity that some assessments were far less pleasant than others. Her ears tucking flat to her head as she lowered her eyes to rest on her forehooves.

“I am, Mistress. Have I caused you to d-doubt?”

“Your behaviour at the mansion, your coercion of the guards there, those are dangerous decisions. You’ve taken risks, and I must be sure.” Rarity closed her eyes and gulped, trying not to hear the chill in the voice of her mistress, the soft, but implicit threat that she knew even now lingered in those eyes.

“I-I had no time… I needed the distraction… it was done hastily, yes. B-but I took no chance beyond t-the gaze. J-just the one use, and then spreading that to the rest who submitted. I was in control the w-whole time, Mistress.” She gritted her teeth, aware only as they fell of the tears running down her cheeks. “I-if it had been different, I would tell you Mistress.”

“Rarity.”

“Y-yes, M-mistress?”

“Look at me.”

Rarity bit her lip, lifting her gaze to meet Twilight’s, knowing what she would find. The slitted orbs blazing with arcane power, her muscles freezing… unable to look away, unable to do anything but let out a tiny sob, tears continuing to drip down her cheeks.

And then the power flowed into her, washing out of those remorseless eyes to drown her. Had she command of her body, she would have screamed.

Several stunned and confused pegasus huddled together on the other side of the bed, purple light washing over them in intensifying waves as the white devil spasmed in a grasp she could not fight.

Rarity came to herself sobbing, snorting raggedly against a purple furred neck. It felt like someone had taken her eyes out, rolled them in glass, and stuffed them into their sockets backwards. A soft hiccup escaped her and she felt strong forelegs clutch her even closer. Her own forelegs wrapped around Twilight’s barrel as she struggled to recover.

“You know I had to check.” Soft lips moving in her mane, the points of delicate fangs brushing her ear, drawing a shiver from her, a tender reminder of other embraces shared, helping to ease the harshness of this one.

“Y-yes… mistress.” she managed, through lips that felt stuffed with cotton. “I… ahem… I think n-now is probably the best time to discuss another sensitive matter.”

“Oh? As in, your previous request to give me a poke?” The archdevil teased the still shaking devil gently, keeping her pressed close, until the tremors eased as they always did.

“Mmmmph… c-considering what I just went through… you might not want to trust me with a needle just yet.” The pale devil huffed, and clung tighter to her mistress, burying her face against that warm neck, feeling the fur draw the last tears of pain from her cheeks. Twilight’s warm, understanding chuckle was accompanied by a tender kiss against Rarity’s horn bases.

“Tell me then, what you need my blood for.”

********************************

The dungeons of Canterlot Castle were labyrinthine. And they were full. They had been expanded twice, new sections of the caverns under the castle converted into additional stone and bars housing for prisoners, malcontents, those not important enough or strategic enough to be useful anywhere else. And the dungeons were full, had been full for nearly 6 years.

With the change of authority, demons had begun wading through the masses of chained and jailed ponies. Determining their crimes and whether there was somewhere, anywhere else that they could serve their sentences. It was a daunting, incredibly slow process. Because the cells were full, and had been for years.

They hadn’t yet made it to the black level. And from what little they knew, they could take their time with that one. Steel reinforced doors painted black on every cramped stone cell. It was the final home for the worst of the worst. Murderers, rapists, those who were gleeful in the performance of hideous crimes. Crimes that even death seemed a pitiful balance to. Once a day a guard brought buckets of slop to feed them, ignoring the howls and jeers and cackles of his charges.

He preferred the quiet ones. Like cell 37. The tiny slot opening, letting him dump the fetid muck in his pail into the trough. And not a peep from the occupant beyond the shifting of a heavy chain telling him he or she was still alive. He didn’t know any of the specific crimes of those who were buried here so far from the light and forgotten, nor did he really care to know. Being a black level inmate was analogous to being forgotten, and for good sane reasons.

Sliding the slot shut, he moved to the next one, a mad babbler. Ignoring the insane jabber directed at him as he mechanically performed the actions he repeated at each and every cell before he could lock the door and forget these wretches for another day.

Behind him, prisoner 37 turned vacant eyes on the disgusting slop that had been her meals for… however long she had been in here. One lost track of time, down here in the dark. In any case, she wasn’t hungry at the moment. She returned to gazing at the floor about six inches in front of her filthy forehooves, unshorn fetlocks, cracked and uneven hooves. Ratty and matted mane and tail. She was a wreck of a mare, who in better times would have likely contemplated death if reduced to such a state.

But now there was nothing to bother her about her appearance as she gazed through the matted curtain of once blueish silver mane. Dull violet eyes gazing vacantly at the floor before her.

“Light the horn, build the charge, think of sparks and cheers. Let the magic flow, Whistler’s Shimmering Rocket Po-nnngh!” The suppressor on her horn did what it was meant to do, what it was made to do. It bled the magic out of the spell, letting a residual amount of the power feedback in proportion to the charge being produced. A warning to not try to cast magic with it in place. “Light the horn, build the charge, think of sparks and cheers. Let the magic flow, Whistler’s Shimmering Rocket Po-ngh!”

Again the spell fizzled, and the mare began to rock slowly side to side. “Light the horn, build the charge, think of sparks and cheers. Let the magic flow, Whistler’s Shimmering Rocket Po-nrgh! Th-thank y-you mares and g-gentlestallions… I’ll.. I’ll be here all night… L-light the horn, build the charge, think of sparks and cheers. Let the m-magic flow, Whistler’s Shimmering Rocket Po-hngh! D-don’t be alarmed… i-it’s all part of the act.”

Her swaying increased, eyes falling half closed, seeing something else all around her. The crowds, the smiles, the bright eyes of foals.. “Light the horn, build the charge, think of sparks and cheers. Let the magic flow, Whistler’s Shimmering Rocket Po-ugh!” A single spark from the feedback dropping before her face, momentarily lighting it before winking out, the dim light shining on filthy, tear stained cheeks. “T-the Great and P-powerful Trixie.. w-will show y-you things beyond.. I-imagination.” She hissed out softly, breath hitching in her throat..

“Light the horn, build the charge, think of sparks and cheers. Let the magic flow, Whistler’s Shimmering Rocket Po-nnngh!”

“L-light the horn, build the charge, think of sparks and cheers. Let the magic flow, Whistler’s Shimmering Rocket Po-nnngh!”

“Light the horn, build the ch-charge, think of sparks and ch-cheers. Let the magic flow…”

Canterlot: Scootaloo 1

Scootaloo awoke with a soft gasp, her ears twitching; the pop of a log on the fire in the central hearth had pierced her dreams, bringing her quickly to wakefulness. She was warm and curled snugly into a soft depression in the mattress. Blinking the sleep from her eyes, she began to uncurl, head automatically turning to look to Mistress. Her eyes felt... different. Sorta itchy, but on the inside. She blinked now slitted eyes, the pupils narrowing as they came into focus. The clarity of her vision in the dim light was amazing...

Twilight was still in her place on the bed, snoozing peacefully, chewing gently on Spitfire’s ear. The Wonderbolt Captain had an intensely blissful look on her face, as did the other two piled warmly against Twilight’s sides. The young pegasus’ eyes scanned over her mistress fitfully, her body only relaxing when she was satisfied that Twilight was in no way uncomfortable. It was as she completed this ever so natural seeming check that her brow knitted slightly. When did she start being a worrier about such things?

Another hissing crackle from the fireplace drew her attention to the deep marble emplacement on the wall, and the silhouetted shadow who sat before it. Slowly she slipped off of the bed, hooves nearly silent on the thick carpets in these chambers as she made her way towards Rainbow Dash. The thick sizzle and hiss from the fireplace drew her attention to the glistening chunk of… meat? that turned on a simple spit as Dash reached in with a long fork to give it a testing poke.

She grimaced a bit at the smell of hot, searing flesh. Yet it didn’t put her off as much as she might have supposed it would have. Shaking her head she gave up on that thought and instead finished her approach.

Slitted magenta eyes turned towards her, glowing with far more than simple firelight and she paused, one hoof still raised, ears and wings drooping at the serious expression on her big sister's face before it cleared into a more open little half smile, a wing lifting invitingly. Freed of her sudden immobility, she bounded the last few steps and, unable to suppress the urge, tucked her snoot into Dash’s chest ruff, snuffling deep, rubbing her head and ears against her jaw affectionately. A soft blush rising to her cheeks at the… intimacy of the greeting. Though the way Dash’s wing settled about her, pressing her body to her fire warmed side was equally affectionate and loving.

“Mmmmh, H-hi,” she breathed softly, almost dreamily as she basked in a long denied presence she couldn’t seem to get enough of.

“Oh ho! Talking already? Mmmmmh, You’ll be a delightful surprise for Twilight when she wakes,” Dash murmured softly, nibbling on an orange ear gently.

To her surprise, Scootaloo found herself purrring like a kitten as she nestled to her idol’s side. The blush intensified a bit at the realization. “Mrrrr, W-what do you mean?” She murmured softly, perplexed by the comment.

Dash grinned softly, easing away from her a little to look her over. “You’re passed the worst of your fugue. The Wonderbolts should be snapping out of it soon as well, but Twi mentioned she thought you might pull it together first. You always had a stubborn streak about you, kiddo.”

“Fugue?” Scootaloo replied slowly, tilting her head as she tested the word like a strange piece of fruit.

The perplexed, scrunched muzzle on the young mare drew a faint giggle out of Rainbow.

"All demons beyond a certain threshold begin radiating demonic energy. This energy taints their environment. Just by being here, all of us are starting to leave an imprint on the castle. Most of the ponies start soaking up the energies slowly and just feel the most mild of effects from it. They may get a little more amorous or just find themselves thinking about things a little differently."

Dash gave a little shrug. "By the time their 'corruption'," she used her wings to mark the parentheses around that word. "intensifies, they won't really feel much of a difference," Dash reached out to prod the meat on the spit again. "You and the Bolts are a bit different. You all got your initial dose all in one big hit. Them because they were hurting and injured. You... B-because I wouldn't wait. When you pass the threshold so fast, the brain gets a little wonky as stuff rearranges too fast. You've been a rumbly, purry, clingy little pegasus for a day and a half."

Scootaloo blinked and gave a soft squeak, blushing furiously as she peered towards the ground. O-oh.

“I uh… wasn’t… uncool about it, right Dash?” she ventured sheepishly.

"Nah, in fact, you four have speeded Twi's recovery quite a bit, and keeping her in a pile of snuggly pegasi has let me go handle a lot of stuff without worrying about her so much."

That got Scootaloo thinking, and she peered at the meat, then back to Rainbow Dash’s somewhat… thin body. The firelight playing across easily visible ribs, expanding and contracting with each slightly heaving breath.

“When did you rest last, Rainbow?” she asked quietly, leaning over to nudge and lap at her jaw.

That seemed to throw Rainbow Dash for a moment, her ears lowering against her mane. Her wings fluffled themselves as she thought, raising a hoof to tap her chin.

“Mmm. Couple… hours ago? Maybe?”

Scootaloo’s slitted eyes narrowed at Rainbow and she quickly reached out to poke her before she could stop herself.

“Rainbow, you got- eep!”

Quick as lightning, Rainbow Dash had leaned over, teeth gently gripping onto Scootaloo’s neck scruff as she lifted her just inches off the floor. The feeling was… strange. Relaxation mixed with a strange tingle of arousal, old and new instincts bubbling to the surface. Every muscle in Scootaloo’s body went limp, and Dash lowered her to the floor, a throaty chuckle rumbling through the smaller pony’s neck.

“N-no… fair…”

Dash grinned as she kissed the base of a limp ear. “Thanks for worrying about me, squirt. But I can rest up when we’ve got things settled properly.”

Leaving the smaller pony to compose herself, Rainbow Dash turned to lift the cooked haunch of meat off the spit, settling it down on a metal plate. With a flick of her tail to grab Scootaloo’s attention, Rainbow Dash nodded her head towards a very red haunch on an also quite red plate. Scootaloo’s eyes widened just so as she peered at the very raw shoulder of… gulp. Some kind of animal. Had Rainbow…?

Taking a slow step forward, Scootaloo gingerly gripped the plate in her mouth and stood, doing her best to keep the flows of red liquid from sloshing near her lips. Peeking back at Rainbow, the little pegasus couldn’t help but heat up at the warm, proud look from her idol.

Following Rainbow as quickly as she dared, Scootaloo laid the plate out on the bed, shifting her wings nervously.

“S-so, Rainbow… what’s um… what’s with the meat?” she asked sheepishly.

The devilish pegasus grinned at her, showing off teeth far more pointy than even pegasus teeth every truly got. “Different diet Scoots. You’ve tried fish before right? Most pegasus take a little fish in their diet now and then, the oils are great for our feathers,” she chuckled at the hesitant nod she got from the younger pegasus.

“So, venison, or deer meat, is a lot like that. Just… denser. Spitfire and the rest are still putting on weight, and they’re going to have to rebuild a lot of muscle. So, a little meat provides what they need a lot easier than the bushels of salad and fruit we’d have to stuff them with to get the same result.”

Scootaloo nodded curiously, turning back to the meat, looking it over thoughtfully. It was true, she had tried fish once or twice; salted cod, one time. And some fresher salmon, during a camping trip. But this… Her eyes peered over at her Mistress, then back to the bloody plate.

“...could… I-I try some?” she asked hesitantly.

Dash arched an eyebrow, an affectionate smile settling to her muzzle, the glint of fangs beneath her lips doing nothing to disrupt the warm expression. “Sure you can, though… not from that plate I think. You’ll probably enjoy yourself more if you go for at least medium done.”

She peered back at Dash and gave a tentative smile, nodding. That sounded… at least a little bit more appetizing, at least. She scooted closer to Rainbow Dash, leaning up and over the bed, snuffling uncertainly at the heap of lightly roasted meat. Dash was picking it apart a bit with the fork, separating into chunks and shreds. She looked for a crispier piece for the younger pegasus, something that fire had kissed a little longer than usual.

“Why is there a big raw hunk anyway?” Scootaloo asked as she watched, trying not to feel queasy at the prospect of eating any of that.

“Mmmmmmph… that’s probably mine,” a sleepy voice from farther on the bed responded. Slitted purple eyes gazing at them blearily from atop the grey rump that had become her pillow.

A bit of lightning zipped through Scootaloo’s body at the voice of her Mistress, and darting forward on instinct, she snatched a piece of crispy meat that Dash had pulled aside. She chewed slowly, resisting the urge to pack into her cheek; she needed to taste this. And it wasn’t… all that bad, actually. The flavor was different than anything she had ever tasted before, and she felt just a little awed. Sitting on her haunches, she shyly turned to look at Twilight, judging her Mistress’ opinion at her act.

The fond smile on Twilight's face amply rewarded her for her daring. The snorts and yawns from the wakening Wonderbolts ending in three pairs of still purpled eyes zeroing in on the platter in front of Dash. Long tongues slowly licking lips, bodies tensing like hunting cats, but restrained by the will of their Mistress. Shakily, pleadingly, they turned to Twilight, silently asking permission.

Scootaloo was a little unnerved by the silent, almost animalistic behavior of the three. "I-I was... Like that?"

“You were, yes. Frankly, I’m surprised you aren’t still. You’re just full of surprises,” Twilight chuckled as she gently waved her pegasi onwards, a warm smile on her lips as she watched them tear into the prepared meat with gusto. Scootaloo took a half step back, eyes a little startled, to avoid the short range splatter of their… enthusiasm.

“It’s not a bad thing, Scootaloo. They’re maintaining their integrity during a significant alteration to the way their minds and bodies work. They’re not in serious distress, and we’re just keeping them comfortable and occupied until everything shakes back down out of limbo again,” she grinned at the hungry trio and their wrecking of the roasted haunch before her horns lit up and the bloody tray at Scootaloo’s shoulder lifted in her magic and made its way towards her.

“Oh… o-okay… but what’s with the… raw one?” The young pegasus swallowed back a slight queasiness at the way Twilight was eyeing the platter before her.

Is she really gonna eat that?

She got her answer as with a quick darting motion, gleaming fangs sank into the pink flesh. A sharp jerk and tug, and a long dangling strip of deer was disappearing into her maw. Urp!

Scootaloo quickly looked away, swallowing the sudden intense nausea. Only to blush at the knowing and quite amused grin on Dash’s muzzle. Deep down, that little stubborn side quickly roared to life, chest puffing out and wings flexing. She should- Turning back to the plate, Scootaloo stared in surprise at the empty, though still bloodstained, plate, eyes moving to stare up at her Mistress.

Twilight had conjured a lacy napkin and was daintily wiping her muzzle as casually as if she’d just finished a daisy sandwich in three bites instead of a leg of venison. Scootaloo couldn’t help but stare at her in surprise, jaw dropping open just slightly. ...wow. Twilight’s answering grin was downright predacious, and she turned to Dash, beckoning her closer with a flick of her wing.

Dash hopped lightly to the bed, stepping around the ensuing pegasus feeding frenzy with a giggle before slinking up to the archdevil, her entire body telegraphing submission as she brushed her snoot up beneath Twilight’s. Wings low, ears back, eyes closed as she nuzzled slowly along her neck and shoulder. The slump of her wings revealing her strong flight muscles to the archdevil.

On an instinctual level it was a demonstration of deep trust. Her entire body communicating her submission, ‘You may cripple me if you wish.’ while she revelled in the tender contact with her mistress. Twilight returning the gentle caress, purring softly, soothingly before with a jerky lunge she toppled the sky blue pegasus. Dash letting out the softest of yelps as the heavier archdevil settled atop her.

Muzzle met muzzle, lips coupling slowly, deeply, and then fiercely on both sides. Rainbows forelegs gripping around her mistresses barrel as she playfully fought her for control of the kiss, the blush on her cheeks flaring as she was firmly put in her place by Twilight’s longer tongue. The intimate embrace lasted until even trained pegasus lungs sought the need for air, both gasping for breath as their lips parted. Heads pressed together, unwilling to accept any more separation than absolutely necessary.

“Mmmmmmh, my Mistress,” Dash cooed quietly, rubbing a fetlock alongside a purple neck, revelling in the unblemished, soft fur. “It’s so wonderful to be able to touch you again,” the comment was given in a breathy whisper, and Scootaloo blushed at hearing it. She suddenly felt awkward and out of place, as if this should be a private moment between her idol and their mistress.

“Oh, my little Dashie.”

Snrk… hnnngh… somehow Scootaloo managed to stay silent. That. Wow… That was perhaps the most amazing ammunition for teasing against her big sis she had ever… EVER.. gotten! ‘My little Dashie.’ She was going to have to save that for a truly awesome moment. She ducked her head below the edge of the bed to hide her grin. If she could have rubbed her hooves together and cackled maniacally, and gotten away with it, she would have.

Yet when she raised her head, almost physically compelled to return her gaze to the two most important ponies in her life, the sight of her big sister melted into Twilight’s embrace stilled some of her gleeful jubilation at the embarrassing nickname. She looked… happy. Incredibly so in fact. Relaxed and smiling almost blissfully and yet clutching the archdevil just as tightly. It made Scootaloo’s eyes smart for some reason, leaving her blinking away sudden moisture.

“I can’t stay for long, Mistress,” Rainbow murmured, voice heavy with regret. “There’s so much to do. But is the blood helping any? Game around Canterlot is really sparse for some reason, you used to see deer all through these woods. I had trouble finding a suitable kill.”

Twilight considered for a moment, closing her eyes and listening to the discordant cacophony of her pained thaumaturgical synapses. “It helps, somewhat. Though the longer dead, the less effect I’ll get from it. If game is so scarce, the rest should probably be saved for these three bottomless pits," her tone fondly amused at the continued antics of the Wonderbolts tussling for the next shred and mouthful.

Dash gave a sighing snort, grinning over at them for a moment. “Then we’ll just have to keep you in supply of fresh, until your nerves heal up,” she murmured, turning her head away, offering an expanse of sky blue throat to the Archdevil. Scootaloo to her surprise and some small horror, noticed regular marks, in various stages of healing upon the side of her neck. M-mistress was… feeding from R-rainbow?

Wide-eyed she watched as the Archdevil lowered her lips to brush and groom gently at the subtle wounds of her making. “I’ve taken so much, and so quickly," she whispered, cogent concern lacing her tone. “You can’t afford to give much more without a rest," she began to withdraw when a forehoof gently hooked behind her neck, preventing her from rising away.

“I can rest once you are restored. Take what you can, please Mistress. I’ll be alright.”

Scootaloo gulped nervously, taking in the gauntness, the unnatural thinness of her big sister and realizing how much more than simple fatigue was causing it. She saw the hesitation, and concern on Twilight’s face as she considered denying the fervent request. After a moment she again kissed the soft furry throat, lips and tongue brushing tenderly. Then with a gentle shift of her jaws and a slight jerk of her head, fangs slipped into the supple flesh, drawing a sharp hiss from the pegasus.

Scootaloo remembered some of the stuff she had once read in trashy romance novels from Dash’s secret stash. Where bat pony stallions drank blood from mares they hypnotized for the purpose, sometimes turning them into bat ponies themselves. All utter horseapples of course. Yet the idea of such feeding evoked powerful imagery in her young mind, and she found herself rooted in place by the tableau before her.

Dash’s eyes were screwed shut, teeth gritted and lips pulled into a thin pained snarl. A soft, thready whine escaped her lips, and she shuddered as Twilight fed. And instead of trails of crimson blood from the bites trailing down her throat, none escaped the firm clasp of Twilight’s suckling lips. None of the precious fluid was wasted. The sight of Dash’s discomfort conflicted the younger pegasus badly.

Her newfound instinct to submit to her mistress clashing with her protectiveness of her big sister. She felt the urge to leap forward and drive away the one who was hurting Dash, yet was paralyzed by the knowledge of the deeper allegiance which lay upon her now. Before she could do more than consciously become aware of the source of her internal distress, Twilight withdrew. Returning to tenderly grooming the glistening new marks on Dash’s throat.

“I dare not take any more. You’re compromised enough as it is," she murmured, a note of steel in her voice that Dash pantingly accepted as she tried to pull herself together. She opened her mouth to respond…

A sharp knock on the door forestalled whatever she might have said. A thin shaft of light as it was cracked open revealing one of the demonic guards, indicating the time for Dash as ordered. Stifling a curse, Dash leaned up to kiss her mistress hungrily, a shudder of need rippling through her body. “I-I can’t wait until you’re fully recovered, Mistress," her words husky and soft, before she began to scramble out of the bed. Twilight permitting her to rise though following her slightly clumsy departure with evident concern. And then the door closed, and soothing darkness returned.

Scootaloo stared at the closed door, realizing she was shaking slightly, the retroactive adrenaline rush leaving her jittery. The soft clearing of a throat brought her attention jerking back to her mistress, eyes wide and slightly panicked at the apparent lapse. The Archdevil was regarding her gently however, no trace of anger on her face, though with signs of worry, or pain in her eyes.

“M-mistress?” Scootaloo heard her own voice speaking, somewhat surprised as she hadn’t yet made up her mind.

“Yes, pet?” Twilight responded with a gentle smile, beckoning her closer. The pegasus’ young body hopping to the bed almost before her brain could react to the summons. “You’re worried about Dash aren’t you? I noticed your tenseness while I fed.”

“F-forgive me, Mistress! I don’t know why… I never meant… I-I’d n-never…”

“Never what? Never contemplate leaping to Dash’s aid? Even against me? I take it as a good sign that you feel so strongly about it," her soft tone was amused. That amusement fled in the next breath as her violet eyes grew warningly chill. “That being said, my dear, equate acting on such thoughts to suicide. I am not an opponent to court casually, nor would I leaven my response for either your youth, or your importance to Dash or myself. That is, if Dash didn’t take you apart first.”

“I-I…” Scootaloo’s mind was blank with a strange confused panic. Yet a gentle hoof pressed to her lips, silencing her babble and sharpening her focus away from her distress.

“It’s alright. Take that as a warning, not a threat. Some lessons in this new world you’re entering are pass/fail. And I have such hopes for you," the glacial frost had thawed from Twilight’s gaze, leaving her looking tired, and faintly... sorrowful.

“I-I want to help, Mistress. Please… tell me how I can help you and sis," Scootaloo bit her lip hard, her eyes beginning to water slightly yet she brushed the moisture away irritably. “I need to know how to help. You need b-blood? Why?”

“I contested the power of gods and suffer the consequences. I heal, but slowly," Scootaloo looked up and found her gaze locked upon the slitted, predatory gaze of her Archdevil. “I traded strength and integrity for a great prize, and now must recover. I heal as true demons and devils do now. Our existence is more… abstract, rather than singularly biological. Your presence here is one part of that restoration. You and the others have done much to soothe my physical wounds, and repair the damage to my body. Yet the struggle I engaged in damaged far deeper than just flesh. I almost severed the bond between my physical form and… it’s less than accurate to term it my soul, yet that is the easiest way to think of it.”

Scootaloo nodded, sitting at a rapt attention trying to assimilate the strange knowledge being shared. “And blood h-helps…. fix that?”

A flash of fangs in a pleased smile rewarded her tentative effort to draw the threads together for herself. “It strengthens the body, which allows my essence to exert more force in bridging the gap. Also, my thaumaturgical pathways, the ‘system’ that allows magic as unicorns practice it, was virtually wiped out. Strengthening the body past simple health also speeds the process by which the pathways rebuild, granting me more capacity for exerting my power.”

“So Dash has been providing blood to help you heal," Scootaloo dropped her gaze as she braced herself for the next question. One she had to ask, had to know. “I-If you could get the blood you need elsewhere… w-would it help Dash get better?”

“Not quickly. She needs rest, true, honest rest which she cannot get with the capitol in turmoil. What it would do, is prolong the time that she could function, and hasten the advent of my restoration. Once restored, I can take much of the pressure from her shoulders, and begin sorting out the chaos.”

“Then take mine.”

“What are you offering, Pet?”

Scootaloo swallowed against a dry throat, yet… the conflict about this decision never materialized. It helped Dash and lessened the time with which she would be handling the strain she was under. It also aided Mistress. Her paramount concerns were all attended to with this course of action.

“My b-blood. I have at least more than Dash does right now. And I have more time to eat, and recover than sis. I should be able to g-give you at least as much as she’s been. Maybe more.”

Twilight’s hoof touched beneath her chin, lifting her gaze once more. The Archdevil’s eyes gazing into hers, shrewdly calculating. “And if you could meet my needs entirely? If it was your ‘job’ for the near future? Would you be willing to accept the discomfort and necessities of such a task?”

“I-I would Mistress. Anything for you and sis.”

Face impassive, Twilight’s horns flickered purple and a chunk of venison lifted from between Spitfire’s forehooves just before she bit into it. The pegasus startled and looked around glaringly at who was stealing her food. The gnawing ever present ache from her healing body making her extremely protective of her meals. Her eyes widening as she spied the thief and immediately cowed before the little smirk on the Archdevil’s lips and meekly turned to wrangle another bit for herself.

The flesh was levitated into Scootaloo’s surprised grasp. “Eat that," her Mistress commanded and with a slight queasiness for the coming act, Scoots bit down into the flame warmed meat and tore a strip free as she had watched the Wonderbolts do. “You’ll need the calories and the nutrients. I am going to cast a few spells upon you. It will greatly increase the speed at which you replenish blood and you’re going to need raw materials for that process.”

Her magic flicked out to tap on the door, the response immediate as one of the guards opened it to inquire. “Send a message to the kitchens, I want a heavy and varied meal brought in every two hours. And have one of the thestrals harvest the liver from the deer in the cold storage.” With a bow, the blank faced guard slowly closed the door and hurried away to attend to this errand. “Liver meat is ideal for restoring the blood, though you may not enjoy eating it very much," she murmured as she watched the young pegasus wrestle this important first meal into her stomach.

Slowly the violet glow of her horns deepened, her eyes catching and reflecting the flickering light as Scootaloo felt… something. The feeling was difficult to describe, a wash of conflicting sensations down her spine that made her squirm to try and sort them out. “Nnnngh.. wh-what should I expect to feel, Mistress?”

“Most likely, a bit uncomfortable in your own skin at the moment. It will pass soon," Twilight murmured as she concentrated. The Archdevil frowning as her horns gave off a faint sizzle. A wisp of thin smoke curled from the underside of one as she delicately wound the spider web like strands of enchantment around the pegasus.

Her sight saw much more than just the physical around her. Deep within the orange pegasus filly the flickering glow of her soul radiated out from inside. Now touched with demonic power, it’s light was shading towards the infernal. The delicate filigree of her spells bound gently to the body, and the inner light shuddered at the touch.

This was the source of the uncomfortable feeling that had Scootaloo wriggling as if trying to leave her skin. Even as she watched, a small portion of the violet magic sank through the flesh to caress the spirit stuff, which shrank back from it until contact was made. A pulse of brilliant purple spiralled into the point of light, the pale color of it darkening another shade as it absorbed the energy. The pegasus giving out a faint gasp as the lattice of enchantment snugged about her, beginning to tinker with her body's normal function to a specific goal.

“There we are," Twilight murmured softly, letting her horns go out, wincing a little at the wisps of smoke now curling from them. She gave her head a quick shake to dispel the annoyance. Power was returning, but the delicacy of enchantment work was still taxing to her body.

Still…

Scootaloo, still running a hoof over her chest trying to shake the now fading heebie jeebies she had been experiencing, let out a soft squeak as she was gathered up in an embrace of purple forelegs. Finding herself efficiently tucked close against her Mistress’ barrel as she reclined back to the bed. Her cheeks burning in a blush that must be close to incandescent as she returned the embrace tentatively.

Her Mistress’ chuckle vibrated into her chest as a roughened tongue brushed along the base of her ear, making her jaw slacken slightly, releasing an unintelligible little mutter. She could do nothing but round her neck a little and bury her snoot in Twilight’s fur as the soft, soothing grooming continued. “Unnnngh... “

How long Scootaloo clung to her Mistress, her brain turning to mush under that strong tongue and the tender, pleasing nibbling of teeth against her ears, she could not later say. Any attempt to rally, to return the attentions, could gain no traction with the pleasure that washed down her spine, leaving hot tingling sparks behind. She could only tremble and mew her gentle pleas for it not to stop.

Only once Twilight was certain that her little pegasus was limp and properly mewly did she begin to move down. Gentle lips and rough tongue grooming Scootaloo’s slightly rough, unwashed fur. Sliding over her skin beneath it all, heating it intensely as she prepared for her much needed drink. A wing-claw slowly trailed a sharp line up Scootaloo’s side, drawing a needy, shaky little whimper free. And then…

The fangs kissed the heated skin of Scootaloo’s neck, and she had to muster all of her willpower not to tense and flinch. Regardless, Twilight still paused and returned to soft nuzzlings. “Shhhhh, just relax.”

The command permeated her body and mind, and Scootaloo could feel herself breathing easier, limbs relaxing and resting more comfortably beneath herself. With a faint pegasus trill, she tilted her head slowly, to give her Mistress more room to work.

“Mmmmmmh, that’s it. That’s my brave filly," Twilight cooed quietly to her, “Rainbow will be so proud when I tell her about this…”

Scootaloo’s eyes brightened considerably at the words. She wanted to see Rainbow Dash happier… less stressed. She had taken so much onto herself; worked so hard. Scootaloo really-

The sudden sharp pinch at the base of her neck drew the start of a surprised gasp from her lips, but it dissolved almost instantly into a confused little whine. She had expected to feel pain, Dash had certainly looked less than comfortable during her earlier feeding. She did indeed feel the sting of fangs against her neck. But her body wasn’t stiffening from pain. Her spine was arching in Twilight’s embrace from the precise opposite. “G-guh!” Jaw falling slack, and then clenching as ecstasy caressed her nerves. And then Twilight gave a soft, gentle gulp, lips sucking against her neck, and the pleasure intensified. She felt her eyes rolling back in her head, soft mewling whines escaping her harshly gasping lips.

It was… good… oh goddesses it was good. In fact… it might be t-too good. She couldn’t move, couldn’t respond at all, could do nothing but relax in her Mistress’ clutching forelegs and drown in the sensation. Her nethers clenching as the soul-hazing pleasure of the bite caused a sympathetic response from her body. A hind leg twitching slightly as she wondered, in a state fast approaching utter blissfulness, if Mistress could bring her to climax like this. A sharper, stronger suck against her neck making her gasp a thin, reedy cry of delight… nnngh… th-that w-would likely be a yes th-then.

Among the Wonderbolts, fluffy ears perked at the sounds of the smaller, submissive pegasus’ moans and squeals, their gleaming eyes turning back to watch their Mistress feed from and toy with their smallest flock member. Each of them exchanged curious glances, and goading nudges, before Spitfire slowly rose to her hooves, licking her chops as she slowly trotted over to watch closely.

Hesitating, unwilling to upset her Mistress in any way, Spitfire peered submissively at Twilight, purple eyes locking together. The smaller mare’s nostrils expanding as she took in the quickening scent of the filly’s arousal.

Twilight gazed back at the feral mare, this was a good sign of her continued improvement. More abstract concepts were beginning to occur to her again. She drew another soft gulp, a shiver passing down her spine at the feel of warmth and strength it gifted her. She considered how much more she should take at this first feeding. Even as she cradled Scootaloo closer with one foreleg, trailing the other forehoof slowly down her weakly arching body, to push her trembling thighs apart, baring her to the raptly attentive Spitfire.

A slow, eager smile split Spitfire’s muzzle as she dutifully looked to her Mistress, giddy at the little nod from Twilight. Diving in like a hunting bird, Spitfire nuzzled her head between Scootaloo’s haunches, sucking in a deep lungful of her aroused scent. Mmm… Perfect. Sealing her mouth to the mound of her little flockmate, Spitfire’s tongue slowly pried its way inside the moist, tasty lips, arching to slowly brush Scootaloo’s clit. Scootaloo wasn’t totally aware of what was happening, her sole focus the incredible sensation of being fed from. Until she felt a hot breath against her nethers, letting out a soft, surprised gasp. It quickly modulated into a more gutteral groan as a muzzle pushed against her and a tongue slithered inside her. She felt Twilight’s purr of approval and the heat of her blush recharged.

The pile of ‘Bolts grinned widely as they watched their Captain feasting on Scootaloo in her own way, multi-chromatic tails eagerly twitching. Soarin’ began to slowly creep forward… only for a tug on his tail to keep him back. Growling in surprise and irritation, he spun around; Fleetfoot had spun around as well, haunches raised in the air, tail tucked to the side. She knew, through the slowly clearing haze of her mind, that Soarin’s mare destroyer would not be good for their newest flocksister, not yet.

The larger male gave another small growl but stalked forward, hopping onto Fleetfoot’s back and firmly gripping her mane in his teeth. The mare hissed back, a sharper sound, as she arched under his weight, challenging the stallion on top of her. Not one to let such a thing past, even in this state, Soarin was all to happy to bring his shaft up to Fleetfoot's quivering folds. Teasingly, he grinded his cock along Fleetfoot's slit, lathering it in the mare's dripping nectar.

Twilight rapped the table next to her, both Soarin and Fleetfoot ear's turning to the sound, the ponies themselves taking a bit longer. When both of them finally made eye contact with her, Fleetfoot's eyes noticeably more alert than Soarin's, Twilight didn't hesitate to give the stallion a reproachful look. The same one she would give a foal for not sharing their toys. A triumphant look spread across Fleetfoot's face, smirking at the slightly peeved Soarin. Twilight couldn't help but chuckle at this, even in this base state Soarin loved to tease.

Scootaloo was adrift in a sea of ecstasy. Twitching only slightly when Spitfire's tongue hit a particularly sensitive spot inside her. But by far, the gentle suckling of Twilight on her neck was the most intense thing she was feeling. Each mouthful of blood Twilight drew from her sent her even further into new depths of pleasure, her tongue lolling limply out of her mouth as her eyes glazed over. Suddenly, Twilight pulled away, her tongue gently lapping at the bleeding wound, leaving Scootaloo dazed as she started to come back to herself.

"I can't take anymore for now, you're still too weak," Twilight said, her muzzle brushing against Scootaloo's ears as she spoke.

"I'm sorry," Scootaloo replied, no small amount of disappointment in her voice that she couldn't provide more for her mistress.

Twilight gently bopped Scootaloo on the back of the head. "None of that. What you just did for me means more than you can understand," that said, she turned Scootaloo's head towards Soarin and Fleetfoot, the wonderbolts having adjusted their position slightly so they could rut properly. Scootaloo watched with wide eyes as Soarin pulled his hips back, the head of his titanic cock nestling into Fleetfoot's dripping folds.

"Fuck her Soarin," Twilight ordered, the wind from her voice tickling Scootaloo's ears. "Give Scoots a show."

While the actual words were lost on the foggy-minded stallion, the meaning behind them wasn't. A positively predatory grin spread across his face as he clenched his muscles, hilting his cock in the mare beneath him in a single, brutal stroke. Fleetfoot let out a literal scream of ecstasy, throwing her head back against Soarin's chest as he speared into her depths.

Scootaloo felt a wave of arousal flood through her as she watched the erotic sight in front of her. Soarin's face was screwed tight, the act of being buried so deep in Fleetfoot testing his steely resolve. Fleetfoot's eyes had rolled back in her head, her face trapped in a mask of ecstasy as she writhed beneath the powerful stallion. However, Soarin didn't pause for long, pulling his mare-destroying cock out of Fleetfoot's nethers in a single motion, now covered in a thick sheen of Fleetfoot's nectar. The mare whined piteously beneath him, trying to fuck herself back onto the glorious rod penetrating her. His lust outweighing his desire to tease her, Soarin plunged his cock downwards, filling the mare to the brim once again.

"Look at them Scootaloo," Twilight said, her voice low and husky. Soarin quickly built up a quick rhythm, his groin impacting against Fleetfoot's with a meaty slap every second. "Isn't it wonderful? Two amazing ponies, with such powerful devotion to one another, sharing in the greatest of intimacies. And they're all mine."

There was a decided edge to her voice now, her grip on Scootaloo just a tad tighter.

"You are mine Scootaloo," Twilight announced, with the universe as her witness. Just daring it to say otherwise. "I have such big plans for you my little Scoots. Such big plans..." her voice trailed off, the devil seeming drifting off into realms unknown.

Suddenly, Spitfire's tongue plunged inside of her, the tip tickling her g-spot in an impressive display of sexual prowess. Scootaloo couldn't stop from jumping in Twilight's grasp, a loud moan escaping from her throat. She couldn't help it, already there was an orgasm forming in her core. Her inexperienced body was helpless against the onslaught of Spitfire's skilled tongue. This seemed to bring Twilight back from wherever she went, the devil smirking down on the little pegasus as she squirmed against her.

"What's the matter Scootaloo? Do you have to cum already?" Twilight's fanged grin spoke volumes to how she felt about that. "Well, I can't say I blame you. Spitfire is definitely a good pussy-licker. Goodness knows how many times she made Dash cum."

From between her legs, Scootaloo felt a pleased hum from the mare in question. The fiery mare redoubling her efforts, eating out Scootaloo with a predatory voraciousness.

"Oh!" Twilight said as she finally realized what was happening. "Are you holding yourself back Scootaloo?"

Scootaloo whimpered an affirmative, her entire body quivering.

An extraordinarily pleased expression spread across Twilight's face, fringed with no small amount of pride.

"Such a good little pony you are," Twilight said tussling Scootaloo's mane. "But I didn't order you to do so," a dangerous glint appeared in her eyes, "that comes later. But for now… cum for your mistress."

The words were laced with magic, not that Scootaloo needed it. Immediately after being given permission, she surrendered happily to her orgasm. The explosion of pleasure rocketing through her with the force of a freight train. Eyes rolling back in her head, Scootaloo couldn't do anything but scream as her body quaked in Twilight's grasp.

Her inner muscles clamping down on a non-existent cock, thick streams of her nectar erupted from her slit. The first few splashing against Spitfire's face as she blinked in surprise at the intensity of Scootaloo's orgasm, but swiftly she opened her mouth, making sure to catch the rest.

"Such a good little pet, cumming for your mistress so hard," Twilight said, one of her hooves idly toying with the fur above Scootaloo's crotch. Scootaloo herself had no idea how long she came for. Pulses of fire regularly spread through her entire body, accompanied by another spurt of her marecum into Spitfire's open mouth. Eventually however, her orgasm ended, leaving her a quivering mass of sex in Twilight's grasp.

Sucking in deep breaths of air, Scootaloo was entirely unprepared for Spitfire's mouth closing over hers, the older mare immediately transferring her prize into the younger pegasus' mouth. At first, Scootaloo's eyes opened wide in surprise as she was fed her own cum, but soon enough Spitfire's tongue coaxed her own into action. Slowly, intimately, the two of them kissed. Their tongues dancing as they transferred Scootaloo's nectar back and forth, some slipping from their intertwined mouths to land wetly on Scootaloo's chest.

"I can't wait till you do that with my cum," Twilight said, leaving no doubt that it would be happening in the future. Not that either pegasus would have done anything else. After what seemed like forever, Spitfire pulled back, swallowing the last of Scootaloo's cum. The older mare locked eyes with Scootaloo, hers full of lust and pride. Two other loud groans stole their attention, the three ponies turning to see Soarin and Fleetfoot in a literal fucking frenzy.

In impressive display, testament to the stallions old self, Soarin was humping the poor mare beneath him so fast his entire crotch was little more than a blur. Beads of sexual fluids flying from his swinging balls with every stroke. All semblance of lucidity seemed to be gone from the mare's face, her tongue hanging limply out of her mouth and her eyes rolled completely back in her head. Mindless moans sounding from her mouth, spiking with every impact of Soarin's crotch against her own.

With a roar, Soarin hilted himself in fleetfoot, stopping completely as his heavy balls tightened in his sack. A visible bulge traveled through his cock, stretching the mare's already clenching pussy even further as he pumped her womb full of his seed. Surprisingly, when the first rope ended he pulled back, thrusting back into the mare as the second rope traveled up his cock. It was an impressive display seeing the Soarin fuck Fleetfoot through both their orgasms, not to mention how delicious their mixed juices looked dripping from Fleetfoot's battered sex. Seven ropes later, Soarin collapsed on top of Fleetfoot, both ponies falling to the bed in a tumble of limbs.

Scootaloo's gaze, however, was locked on Soarin's still rock-hard shaft as it was pulled out of Fleetfoot's snatch. It was covered in a mixture of both ponies sex, the turgid pillar still twitching obscenely as the last few dribbles of cum slipped down its length. Scootaloo licked her lips, the urge to lick Soarin's cock clean was shockingly strong. She hadn’t felt anything like this for any but Mistress and Rainbow before, yet the tantalizing thought of Soarin's member wouldn’t leave her mind as an almost liquid shiver rolled down her spine.

She blushed as she heard Twilight chuckle into her quivering ear. "Oh? Do you want his cock?" Twilight asked. The young pegasus gulped audibly at the question, eyes widening as if she’d been caught with her hoof in the cookie jar.

“I-I…” Oh please don’t be mad mistress… She gave a confused whimper at the intensity of her desire.

"You know the drill Scootaloo: beg me for it."

Scootaloo’s eyes closed in intense relief. A knowing giggle from Twilight followed by a firm nip against her sensitive eartip. Mistress wanted an answer.

She felt her cheeks heating again. “Y-yes… I want h-his cock," she somehow managed to say, her desire pulsing more strongly as she gave it voice. The sharp nip was repeated. “Tell me all of it,” Mistress purred huskily in her ear. And the floodgates crumbled away.

"Please Mistress! I want to taste his cum so bad! I want him to fuck me until I can't walk straight! Please!"

Chuckling, Twilight released Scootaloo from her grip, the pegasus immediately launching herself towards her goal.

Scootaloo fell upon Soarin's cock with an intensity that surprised even Twilight. Her tongue shamelessley licking every inch of the stallions' crotch that she could. Not even batting an eye as she buried her muzzle in his still cum-filled balls to get every last drop. She eagerly swallowed every mouthful of cum she could, sighing with satisfaction each and every time. Despite his beleaguered state, Soarin couldn't ignore the enthusiastic pony giving him a tongue bath. Slowly, he came back to himself, spreading his legs wide to give Scootaloo as easy access as possible. Even in such a base state that he was, he couldn't deny a mare's mouth free reign over his crotch.

"You said you wanted him to fuck you? Right?" Twilight asked.

"Yes Mistress," Scootaloo responded quickly, not wanting to take her mouth away from Soarin's delicious cock any longer than she had to.

"Well, if you would give Soarin's dick some breathing room, I'll cast a few spells on him to make sure he can enter you safely."

Scootaloo paused in her ministrations, looking at Twilight confusedly.

"But Mistress, you and Dash managed to both fit inside me. Soarin can't be bigger than both of you," she took another look at the monster cock in front of her, admiring the way it towered above her, easily twice as tall as her face. It was pretty big...

"Yes, but our cocks have more enchantments than the Canterlot Bank vault, Soarin is all natural. I'm quite frankly surprised Fleetfoot and Spitfire manage to handle him so easily."

Scootaloo pursed her lips, but nonetheless pulled back, exposing Soarin's dick to her Mistress' gaze. Twilight's horns lit up, the glow of her magic quickly surrounding Soarin's dick. Immediately a pleasure filled groan sounded from the stallion, unable to keep himself silent was Twilight's magic teased his nethers. Scootaloo's mouth dropped open at the erotic display taking place only inches from her. Seeing such an exemplar of stallion writhing in ecstasy under her Mistress' magical caress was something she'd likely never get tired of.

Great streams of the stallion's precum ran down his length, the shiny liquid pooling on his crotch before continuing their trek down his balls. Scootaloo felt her mouth water at the enticing sight, but nonetheless held herself in check, not wanting to disappoint her Mistress.

"Alright," Twilight finally said, the glow around her horns dissipated, faint curls of smoke rising from them. The devil rubbed her head, wincing as the last of the pain faded away. "He's safe, now straddle him Scootaloo, facing me. I want to watch your face as he fucks you."

Scootaloo did as she was told, throwing her leg over Soarin's chest, her eyes locked on the pillar of flesh rising from between her legs. It was long enough that she could continue her oral ministrations without any significant effort, maybe with a slight bending of her back. She squirmed on top of him, grinding her sopping nethers on the stallion as she realized that she would soon have this monster inside of her. Suddenly strong hooves wrapped around her, pulling her backwards until her back was snuggled into Soarin's muscled chest.

Even in this feral state, his green eyes held such powerful concern for her. Tears came unbidden to her eyes, it has been so long since anypony looked at her like that other than Sweetie Belle and Apple Bloom. Closing her eyes to fight back the tears,she couldn't but let out a sniffle. Slowly, the last dredges of tension fled from her body, the past decade fading from her mind because right now, everything was perfect. Soarin, her new flockmate, had her bundled up in his arms, holding her as if he could protect her from anything. A muzzle brushing up against hers caused her to open her eyes, Soarin's own looking into hers. Oh he was so handsome… While Rainbow Dash had taken up the majority of her masturbatory fantasies, the wonderbolts weren't that far in second.

The stallion gently brushed Scootaloo's tears away with a wing. His brow furrowing as he struggled for words he should have, but couldn’t find. "No," he finally whispered tenderly to her. Scootaloo didn't struggle when she felt three sets of hooves lift her upwards, Spitfire and Fleetfoot helping their teammate to position the filly above Soarin's cock. Scootaloo sucked in a deep breath as she felt the massive head press against her slit.

"It's so big…" Scootaloo whispered, groaning as the supporting hooves slowly brought her downwards. Throwing her head back against Soarin's chest, Scootaloo's entire body clenched as she felt her nether's spread open.

"Relax Scootaloo," Twilight ordered. "You'll only make it worse by tensing."

"Yes Mistress," Scootaloo replied, taking deep breaths in order to calm her racing heartbeat. Sensing she still needed help, the pegasi surrounded her started to massage her body, their experienced hooves easily able to work the tension out of the filly's body. Scootaloo let out a loud yelp as the first few inches of Soarin's cock plunged into her, her slit finally spreading enough to permit the immense intruder. Groaning, Scootaloo squirmed in her flockmate's grip, the larger pegasi easily able to hold her still.

Slowly, ever so slowly, Scootaloo felt herself being lowered down Soarin's mare-breaker. The pillar of flesh spreading her insides apart mercilessly, her inner walls clenching tightly around the intruder. Slight twinges of pain assaulted Scootaloo's mind, but they were nothing compared to the sheer amount of pleasure she was experiencing right now. Inch after inch of cock plunged into her, seemingly never ending as her slit was filled to the brim.

"Such a good filly," Twilight said, drawing Scootaloo's attention. She gestured to Scootaloo's chest with a broad grin. "Look at how much of his cock you're taking."

Heaving her head upwards, Scootaloo looked down her body, only for her mouth to open in shock at what she saw. A visible bulge started at her crotch, making its way up her body in an obscene display. Lifting a shaky hoof, Scootaloo traced its outline, moaning as she felt Soarin's cock twitch inside her. She could almost see Soarin's heartbeat through the bulge with every pulse of blood. Fleetfoot and Spitfire dropped her another few inches, the bump creeping up her chest.

"Ohh…" Scootaloo moaned, reveling in the feeling of Soarin's cock spurting its precum into her depths. "So full…"

Scootaloo was unable to say anything further as more cock was forced into her, her higher functions shutting down as her mind struggled to process the sheer amount of ecstasy Soarin's shaft was causing. And after an eternity, Scootaloo finally felt her plot press against Soarin's crotch, the stallion's heavy balls warm against her fur. Scootaloo let out a loud groan, announcing her success to whoever would listen. Then, in an almost excruciating way, Soarin pulled out, his cock leaving an immense feeling of sheer emptiness behind. She barely noticed Fleetfoot and Spitfire's hooves disappearing from her body.

"Fuck her Soarin," Twilight said, her voice low.

Scootaloo moaned her agreement, only for it to turn into a yelp as Soarin thrust his cock upwards, burying it to the hilt in the filly's spasming pussy. Half formed sentences and words flew from Scootaloo's mouth, the filly entirely unable to form a coherent thought as Soarin spread her over and over again.

Twilight herself had her hoof buried in her crotch, shamelessly masturbating to the spectacle in front of her. A soft tapping on her shoulder drew her attention, and she turned to see a nervous looking Spitfire sitting next to her.

"What?" Twilight said, her voice a bit tensed from being interrupted.

Shyly, Spitfire held up a begemmed leather choker, and it took the archdevil only a second to recognize it as Dash’s special collar, which the devilish pegasus had used on the mare only hours before. There was no doubt the Spitfire was remembering the impressive stallionhood it had given Dash, and now wanted the same for herself.

Smirking evilly, Twilight took the choker from the mare's hooves. “Why don’t we get you your own, Pet,” she cooed softly, horns lighting as the leather circlet glowed and duplicated, and then duplicated again as Twilight giggled amusedly at a suddenly interested Fleetfoot. It took only a second for her practiced hooves to undo the buckles, quickly snugging them around the Wonderbolts’ necks. Fleetfoot plopped down next to her captain, a hoof happily rubbing her new adornment. With a quick flicker from her horns, small amethyst gems formed upon the unadorned chokers, each shaped for the mare's respective cutie mark.

Both mare's immediately gasped, falling to their backs as their gazes were locked in between their legs. Right in front of them, cocks rose from above their slits, after only a second they were a size any stallion would be proud to own. But yet, they kept growing, matching sets of balls sprouting as well, until they matched Soarin's own godly size.

"Perfect," Twilight purred, a pleased grin on her face. "Scootaloo," the filly managed to scrape together enough of a conscious thought to look at her mistress. The filly's eyes opening wide as she caught sight of the cocks now being sported by the two mares.

"Sadly, I have something I need to do. So I leave you in the care of your flock. By the time I come back, I expect them to be satisfied, and you to be filled to the brim, with their cum. This is your reward for serving me. Is this clear?"

Scootaloo looked at the yet unattended shafts, trepidation appearing in her gaze.

"Scootaloo, is this clear?" Twilight said again, her voice forceful.

"Yes Mistress!" Scootaloo replied, moaning as Soarin's cock once again plunged into her.

"Good," with that said, Twilight pulled herself from the bed, coming to her hooves in a smooth motion. Turning back around, she surveyed the pegasi, looking at them with no small amount of satisfaction.

"Have fun," and with a final, downright diabolical grin, she turned and left the room.

Immediately, Fleetfoot and Spitfire turned to Scootaloo, wolfish grins on their faces. Rolling to their hooves, they stalked towards Scootaloo, their smiles only growing as they got closer. Blushing, Scootaloo tried to disappear into the stallion behind her, but it was to no avail. Soon enough, Spitfire and Fleetfoot were hovering over her, and for the first time in a long time, Scootaloo felt very, very small.

Powerful hooves grabbed her plot, Scootaloo letting out a yelp as she was lifted upwards. Soarin let out a chuckle as his cock was freed from the filly's depths, his flared head escaping with a soft pop. Even in his weakened state, it didn't take much effort for him to shift Scootaloo upwards, lining his cock up with her puckered ponut. The filly's eyes opened wide in surprise, but Soarin didn't hesitate as he thrust upwards, spreading Scootaloo's ass around his shaft. Knowing he couldn't hurt her, and to resume fucking the defenseless filly, he didn't hesitate to hilt himself in Scootaloo's ass, her plot impacting his crotch with a wet slap.

Scootaloo threw her head back, a strangled groan escaping from her throat as she was suddenly filled the to the brim again. Soarin's cock was spreading her to her limit and then some, every ounce of what should be pain transforming into pleasure in her lust-corrupted mind. A set of hooves planted themselves on either side of her, the action causing Scootaloo to look up into a smirking Fleetfoot's face. The mare ground her new addition against Scootaloo's slit, making extra sure her medial ring rubbed against the filly's clit. The poor filly couldn't do anything but stare, knowing what was going to happen, but unable, and not wanting, to stop it.

Fleetfoot nestled her cock in Scootaloo's folds, still slightly stretched from Soarin's cock. And with a loud groan, she thrust forward, burying herself in Scootaloo. Her cock encountered much less resistance than Soarin's did, the filly's marehood already loosened up by it's previous occupant.

Scootaloo screamed, trapped between the two amorous pegasi there was no way else for her to show her pleasure. She was so full! It seemed as if every last bit of spare room her body had was now filled by thick, throbbing cockmeat. Her flock mates pressed themselves tightly against her, making sure every possible inch of their bodies were touching the smaller filly.

At least, she thought so until she saw Spitfire appear above her, smirking as she idly stroked her own shaft. Without any words being spoken, Scootaloo knew what she had to do, opening her mouth wide, she extended her tongue, inviting the mare to make use of her remaining hole. It was something Spitfire had no qualms about doing, crouching as she brought the flaring head to the filly's offered mouth.

The taste of cock and pre invaded Scootaloo's senses as Spitfire pushed the first few inches into her mouth. Her jaw stretching as wide as possible to fit the titanic flare. Spitfire didn't slow down when her shaft entered the filly's throat, Scootaloo barely gagging she she felt her throat bulge outwards. A second later, Scootaloo's muzzle was touching Spitfire's crotch, her nose buried in between the mare's hanging ball sack.

Scootaloo trembled before letting out a sigh of pure contentment. Here she was, surrounded by her flock, both literally and figuratively. Their cocks pulsed inside her, three separate heartbeats thumping alongside her own. Scootaloo felt herself relax, surrendering completely to her current fate as a cock-sock for her lovers.

Slowly, the three pegasi built up a steady rhythm. Thrusting in and out of the trapped filly in synchronized motions. Turning the filly into a moaning mess as she was left empty. only for her to let out cute little moans around Spitfire's cock as they filled her once again.

Scootaloo let out a fresh set of moans as Soarin and Fleetfoot began to tease her sensitive ears, that act alone powerful enough to send her hurtling over the edge once again. Scootaloo began to cum, in a slow and powerful orgasm as pulses of ecstasy coursed through her. Every pump of her flockmate's cocks wringing another spurt of marecum from her. Fleetfoot groaned as Scootaloo's marehoof spasmed around her length, doing its best to coax her load from her heavy balls. But, like her control in the air, her control here was no less impressive, and the wonderbolt managed to hold back her impending release.

When her orgasm finally ended, the wonderbolts sped up. Breaking their synchronized rhythm as they each sought their own release. Scootaloo was sent hurtling from cock to cock, her mind shutting down under the sheer onslaught of pleasure. She barely noticed as Fleetfoot leaned back, hew position allowing her to thrust even deeper into the filly beneath her. Unsurprisingly, Soarin started to cum first, his endurance, already weakened by Scootaloo's marehood, was overcome by the filly's tight asshole.

Scootaloo gurgled around Spitfire's cock as she felt the first rope fire into her depths, filling her already stuffed-body past capacity. Eyes rolling back in her head, she succumbed to yet another orgasm, vibrating Spitfire's shaft lodged in her throat. She could feel her stomach expanding outwards, forced to by the sheer amount of cum being pumped into her.

Spitfire was next, hilting her cock in Scootaloo's throat as it bulged obscenely outwards, expanding even further as the first load of cum traveled through it. Scootaloo ran her tongue on whatever inch of Spitfire's cock she could, the feeling of cum being fired directly into her stomach was strange, but definitely something she could get used to. Despite her wishes however, Spitfire pulled her cock out and began to liberally cover Scootaloo's face with her seed. Scootaloo eagerly opened her mouth, catching what she could of the thick fluid.

Fleetfoot lasted a bit longer, her crotch bouncing off of Scootaloo's distended gut with every thrust. But even she couldn't last forever, and quickly began to pump Scootaloo's womb full of her potent baby-batter, the first stream of cum easily able to fill the small space. The following eruptions of cum only served to bloat Scootaloo even more, until she looked months pregnant, the entirety of her insides covered in spunk. It was too much for the filly, blackness closing around her vision as she faded into unconsciousness with a dopey grin on her cum-covered face.

The three Wonderbolts shared matching smiles as they pulled their cocks out of the filly, the filly's holes closing rapidly behind them. Scootaloo's body, even in her unconscious state, followed her Mistress's orders. When Twilight returned, she would see Scootaloo filled to the brim with her flockmate's cum, just like she wanted.

Interlude: Filly Scouts 1

Granite smiled as he covered the boiling pot on the stove. His stew was coming along nicely. It wasn't anything fancy, but it was filling, which is really all that he needed. It was a tough day in the mines, a tunnel was in danger of collapsing and once again the useless unicorn in charge of this place had sent him in to fix it.

He let out a sigh as he brushed what dirt he could out of his grey fur. He should have taken a shower when he had gotten back, but his stomach had overruled his brain. Running his hooves through his black mane to get it into a semblance of order, he took a quick look around his house, if he could call it that.

It only had three rooms, a bathroom, bedroom, and combined kitchen and living room. A fire was blazing away in his heater, warding off the cold that already seemed to be staying around. Stalliongrad wasn't the best place to live before the Princesses fell, and afterwards it had gotten even worse. But no matter, this was his home, and he was happy to have at least that. Granite returned to the stove, adjusting the temperature as he began to hum a simple tune.

It was a song his mother had hummed when she would cook, and it brought a warmth to him wholly different than the fire. It reminded him of days when he didn’t live alone, when he did something other than work, eat, and sleep. Days when he had prospects and opportunities bigger than simply existing. Slowly, his whistling died away, the memories it brought up too bright to be sullied by what his life had become.

As his voiced trailed off, he heard voices from outside. Eyebrows furrowing, he looked over to the sturdy locks on his door. Generally anypony outside at this time was in a gang or the guard, and either one was bad news. He stood there in silence for a bit, trying to figure out what they were saying.

Ears twitching, Granite cocked his head. He couldn't be hearing what he thought he was hearing. A group of mares? Young ones at that? That didn't make any sense. No mares of their apparent age lived in this area, and it was common knowledge that one shouldn't be out after dark. Moving as silently as he could, he made his way towards the window that overlooked the street, dimming the lights as went. Waiting a couple seconds to be sure his movement didn't cause a reaction, he pulled the curtains back just enough to peek out.

Sure enough he saw five figures moving down the street, one of them pulling what seemed like a small wagon behind them. From what little he could tell from the streetlights, they did all seem to be young mares, just like he thought. Granite bit his lip as he looked at them, unable to stop himself from thinking what would happen to them if they stayed out. If they were lucky? They might have whatever they were carrying stolen. If they were unlucky? Well… it wasn't worth thinking about. Granite groaned as he moved to his door, pulling back the thick deadlocks that held it shut. Curse his bleeding heart, he was sure this would come back to bite him in the ass somehow. They could be burglars or con artists or something. He was probably just getting himself robbed… But with a sigh, he noticed that thought didn’t stay his hoof one bit.

Opening the door, he peered outside, making sure there weren't any obvious undesirables he could see, before opening his mouth. "Hey!" he shout-whispered as loud as he dared. "What are you doing outside!? Get in here! Now!"

The mares stopped, moving closer to each other as their voices died down to whispers. Every now and then one of them would glance his way before turning back. Granite bit his lip, once again looking up and down the street, he didn't have time for this. "Listen!" he said a little bit louder this time, stepping fully out onto his meagre porch. "It's not safe out here at night, if I have to drag you in here kicking and screaming I will, but I'm not going to let you stay outside."

The mares looked at each other once again, nodding in sync as they resumed their walk down the street, this time heading towards him. Granite let out a sigh of relief, his body still tensed up in case something unexpected happened. He didn't even move as the mares brushed past him, one of them must be a unicorn as the wagon floated up the steps in a blue magic cloud. Even this close, he didn't get a good look at them, and could only hope he wouldn't regret his actions when he turned around.

When the last of the mares entered the house, he quickly followed her in, shutting the door immediately and bolting it shut once again. Looking at the flaking paint on the door, he could hear the mares shuffling around behind him. He didn't know what to do, he's not a father, should he yell at them for being irresponsible? What if they were frightened? Then that would probably make the situation even worse. Groaning, he pinched his brow, already feeling a headache coming on. Well, he couldn't just do nothing, and finding out why they were outside in the first place was probably a good place to start.

"Would you girls mind tell…" he said as he turned around, extending his hoof towards them. Only to find his voice trailing off completely as he saw what exactly he let into his home. There were five young mares, as expected, but what he didn't expect was for all of them to look so drop-dead sexy.

He was quite large for a stallion, but these mare's probably didn't even come up to his withers, meaning they were even younger than he thought.They were all dressed in matching filly scout outfits, except these seemed to hug their tight young bodies a bit more than he remembered. Two of them seemed to be twins. With silver coats, powder blue manes, and pale yellow eyes, they were some stallion's wet dreams. Their bodies were lithe, but still he could see the way their plot and hips swelled outwards. The pony standing next to them was another pegasus, with a wine coat, red mane, and intense brown eyes, she was staring at him in a way that made him feel much smaller than he was. And with a body as powerfully built as hers, she was a mare he would rather avoid crossing.

The next mare in the line was a beige earth pony, with a two toned brown mane and green eyes, and the way she was standing slightly in front of the rest seemed to signify that she was in charge. She was the largest of the five, and seemed to be as powerfully built as the pegasus while still maintaining a very womanly figure. She was the oldest of the five, maybe by two or three years. The last mare was a unicorn, who was pressed tightly against the earth pony's side, with a forest green coat, blonde mane, and caring blue eyes, he couldn't but think she was adorable.

They stared at him in silence for a while, eyeing his outstretched hoof with unreadable expressions. Granite looked back and forth between his hoof and the mares a few times before lowering it to the ground.

"Sorry," he said, trying to hold back a blush from his face. Any stallion would be lucky to have one of these mares in his house, and he had all five? When did his luck start to turn around? Shaking his head, he banished those thoughts, he was helping them, nothing else. "Didn't mean to frighten you. But please, would you girls please tell me what you're doing out so late? You should know that it's not safe."

The mares all traded looks, the earth pony eventually taking a step forward, the unicorn still plastered to her side. "We're visiting from out of town, we didn't know things were so bad here," she paused. "We're thankful that you were kind enough help us."

Granite glanced to the side, noticing the stew was steaming again. "Don't worry about it, anypony would have done the same," he said as he made his way to the stove, pulling the lid off and stirring it around.

"I wouldn't be so sure of that," the earth pony replied, a strange lilt to her voice.

"Well, any decent pony," Granite said back, once again replacing the lid and turning back to the mares. "I'm Granite, one of the foreponies for the mine, nothing else worth mentioning. Can I ask your names? It looks like you'll be staying the night, so we may as well get to know each other."

The earth pony cocked her head, a strange look crossing her face. "I'm Safe Venture, but call me Sally. The unicorn attached to my hip is Emerald, we call her Em," she gestured towards the pegasi. "The twins are Wisp and Sprite, don't try telling them apart at first, that'll come in time. The last is Firebrand, she has a temper so I wouldn't try anything with her."

"Good to meet you all," Granite replied. "Feel free to take your bags off, I don't have much room, but you're free to make use of whatever's there. "

"Thank you," Sally replied. ”Let me assure you, we'll be the best guests you ever had." With that said the mares seemed all too eager to place all their bags in their wagon, swiftly moving it to an out of the way corner.

Granite turned back to the stove, once again tending his stew as he tried to take his mind off of the five gorgeous young mares exploring his apartment. He didn't mind really, he had nothing to hide, except for his stash of dirty magazines which were safely hidden away underneath his mattress. Suddenly, he felt two lithe bodies press against either side of him, causing him to tense as twin powder blue manes peaking up at the corners of his vision.

"Watcha cooking?" one of the twins asked, her voice light and airy.

"Smells pretty good!" the other one said in exactly the same voice her sister had.

"Just some stew," Granite replied, trying to ignore the feel of the tight young bodies pressed against his sides. From this touch alone her could tell how thin their uniforms were, their svelte forms easily curving against his own. He knew he shouldn't be enjoying this as much as he was, but what stallion wouldn't enjoy having two beautiful mares touching him like this? And the way their tails were brushing along his plot, the strands just tickling the edge of his crotch. Granite felt his face heat up, his own tail twitching as the twins pressed even tighter against him. He paused in his cooking as a thought occurred to him, why not just enjoy this? They were the ones who initiated the contact, nopony could fault him for continuing it. Slowly, the tension bled out of his body. Yeah, why not enjoy this?

"Here, try some. Tell me if it needs more salt," Granite said, lifting a spoonful of the broth out of the pot

"Yes please!" the twin on his right said, opening her mouth as the stallion brought the food-laden spoon closer.

Granite couldn't help but blush as the mare's pale yellow eyes locked onto his, a teasing glint in them as her mouth closed around the spoon. As soon as the broth hit her tongue the mare let out an erotic moan, her eyelids fluttering as she licked the spoon clean. His mouth open slightly in shock, Granite slowly pulled the spoon away, the mare's tongue darting out of her mouth to lick her lips.

"Thats delicious!" the twin exclaimed, her face breaking out into a huge smile. She reached out and grabbed Granite's hoof, the slight mare having a surprising amount of strength as she guided the stallion's hoof back to the pot. "Here, try it sis!"

Granite didn't resist as the mare kept ahold of his hoof, refilling the spoon then guiding it towards the other twin. His face got even hotter as the other twin closed her mouth over the spoon, the motion seeming much more sensual than necessary. Her eyes captured his, a smile on her lips as she swallowed the stew.

"Oh wow you're right!" she said, pressing herself even tighter against him. "How'd we get so lucky, finding a stallion that can cook!"

"Well it's just my mom's recipe, nothing special," Granite replied, trying to will his blush back into nonexistence.

"Just take the compliment!" the other twin said, using his hoof to bop him on the nose, taking the oppurtunity to lean even more into him. "But if your cooking is this good, I can't even imagine what your moms is like."

Granite gave a humourless chuckle. "Well, you'd have to find her first. I managed to get her a ticket out of here before it became too expensive. All I know is she went south, hopefully she managed to make it to Ponyville," he paused, taking a deep breath. "it's been really lonely without her here. She remembered when this town used to be great, back when she was a foal, She was convinced I'd be raising my own family here, but, well, you can see how that dream turned out," he let out a shaky sigh. "Sorry, I didn't mean to ruin the mood, let's just forget about that okay?"

The twins shared a look before nuzzling the larger stallion, each of them taking a supreme amount of satisfaction out of the way they felt his cheeks heat up once again. Each of them extended a wing over him, covering him in a blanket of downy feathers. Granite could feel his body relax as warmth from the twins slowly seeped into him, their gentle nuzzles doing wonders for his troubled mind.

"That's okay, Granite," the twin on his right said, her muzzle teasing along his jawline.

"Yeah," the other continued, nibbling the side of his neck. "Everything's about to change for the better now, you can trust us on that."

Granite felt a smile tug at his lips, not even bothering to stop the mares from continuing to cuddle against him. The smile stayed on his lips as he put the last of the spices into the pot. He knew assurances from teenagers from out of town shouldn't feel as reassuring as they did, But nonetheless, it was greatly appreciated.

"It just needs to simmer for a bit longer," Granite said, a noticeably happier tone in his voice.

"Alright, let's go sit down in front of the heater, the other girls can handle the rest" the twin on his right said, nudging him away from the stove. The twin on the other side did the same, the two of them easily able to herd the larger stallion out of the kitchen.

"But you're my guests, I should be serving you," Granite protested vocally, but not really resisting the twins as they lead him to his living room.

"Oh please," left twin said. "You've done more than enough already, let us take care of you for a bit."

"Yeah, you wouldn't tell us no would you?" Right twin continued, batting her eyelashes at the now blushing stallion.

Granite gulped, trying to fight back the rising heat in his cheeks. "W-well, I guess if you girls insist..."

"There's a good stallion," right twin giggled, gently pushing him the last couple steps.

Rounding the corner, Granite saw the rest of the girls hadn't been doing nothing. They had ransacked his closet, turning his living room floor into a pile of blankets and excess pillows. Already Firebrand was nestled next to the heater, closing the door as she finished tossing another log onto it.

"Finally got our savior out of the kitchen?" Firebrand chuckled, her voice much scratchier than the twins.

Both twins giggled, affectionately nuzzling him.

"Yeah, our strapping stallion here insisted on serving us himself," left twin said. "Such a gentlestallion," right twin continued, both of them look at him with matching grins.

Granite couldn't help but stammer at the compliments, not bothering to resist as the twins pulled up a couple pillows for them all to lay on. It didn't take them long to settle in, Granite settling down on his barrel, spooned on either side by the twin pegasi.

"There's plenty of other blankets," Granite said, wriggling slightly as the warm bodies pressed against him. "You don't have to share one with me."

Left twin rolled her eyes. "Oh please, are you saying that you want us to do this?"

Granite shuffled nervously The truth was, he really didn't want them to leave. They were so soft and warm, not to mention the way they molded to his body seemed to make him feel more comfortable than he had been in years. But still, he must be twenty years older than them, it felt kind of weird letting girls young enough to be his daughters snuggle him in such an intimate way. "W-well, I'm just saying…" he said lamely, his voice trailing off as his blush grew bolder.

Right twin lifted a delicate hoof to his chin, pulling him to face her. Her beautiful pale yellow eyes bored into his, showing a confidence that surprised him. "And if I said we wanted to stay where we were?" wriggling against him for emphasis.

Granite gulped. "I-I wouldn't say no."

Firebrand let out a loud cackle, her brown eyes sparkling. "So he admits he enjoys being sandwiched between the twins. Let me tell you, you're not the only one here who does," her voice was light and teasing, eyes sparkling with honest amusement.

"It is nice," Granite found himself admitting, his mouth moving before his brain caught up.

"Awww…" both twins sighed, hugging the stallion with all their might.

Firebrand chuckled at the stallion's now tomato-red face, the poor guy was obviously completely unused to attention like this. "So Granite," she said as the stallion finally seemed to start to get comfortable. "Mind telling us why a guy like you is single? I'd imagine any mare’d be lucky to have you."

Granite looked embarrassedly at the floor, such a blatant compliment on his character was something he hadn't gotten in a long, long time. "Thanks for saying that," he replied, giving Firebrand an honest smile.

It took him a few seconds to realize it was an honest question, and looking at the mares pressed against his sides it looked like they were waiting for an answer too. It was a rather personal question she was asking, but what was the harm in answering it? They'd be gone tomorrow morning anyway. "Well, you girls know how it is, it's rough out there. I really haven't been looking if I'm honest, but even if I was, I don't think it'd be a good relationship. Some days, I work sixteen hour shifts, and am on call in case of an emergency every night. I really don't have the time to be a coltfriend," his tail flicked back and forth, the words starting to come easier to him.

"Not to mention I'd want some foals. My mother always said I'd be a great father, she'd always wanted some grandfoals to spoil rotten. But this isn't the world I'd like to raise them in. Especially not in a city like this, can you imagine if they got out at night? I'm surprised you girls lasted until I saw you, somepony younger wouldn't have a chance," the stallion sighed deeply. "Hopefully it changes, but by then I may be too old to have foals of my own."

"How would you feel about adoption?" Firebrand asked, cocking her head to the side.

Granite paused, how did he feel about adoption? It was one of those things that he never really thought about, orphanages in Stalliongrad were nonexistent, and children on the streets were usually rounded up by the guards to be pressed into work gangs or shipped off to who knows where. It just wasn't one of those things that happened here. But still… could he think of another pony's foal as his own? He shifted slightly in thought.

"Yeah," he said slowly, starting to nod his head. "Yeah, if things get better, I think I'd consider it."

The three pegasi grinned, the twins hugging him even harder as Firebrand gave him a beaming smile.

"For what it's worth," the twin on his right said. "I think you'd be a great father." The twin on his left nodded against him, draping her wings over the stallion. Granite reached his hooves over them, pulling them closer to his massive form as he returned the hug. Firebrand rolled her eyes at the affectionate display, but couldn't keep the smile off her face.

"Enough about me though," he eventually said. "I want to know more about you girls. But first, I don't want to keep referring to you two as left twin and right twin in my head."

The two of them giggled, not at all put off by his inability to tell them apart. "I'm Wisp," right twin said. "And I'm Sprite, but don't feel bad if you get mixed up, it's pretty hard to tell us apart. " left twin continued.

Granite shook his head. "Do you know how similar everypony looks in the mines? I can tell them apart there, I'm sure I can do the same for you girls."

Both of them giggled. "Well, I'm sure we'll figure out a proper reward for you if you manage to do it," Sprite said. The teasing tones in their voices were back, causing the stallion to squirm as they flicked their tails across his backside, the strands tickling along his cutie mark. Granite chuckled too, unable to stop the cheer from the giggling mares from affecting him.

"Oh! Almost forgot!" Wisp exclaimed, peeling herself off Granite's side.

The stallion's brow furrowed, disappointment filling him as the comfortable presence of the mare left. He didn't like this, he had already grown used to having them pressed against him, and it was noticeably cooler without her. He watched as Wisp rummaged through their wagon, eventually pulling out a brightly colored cardboard box. She turned around, swiftly trotting back to the heater and re-plastering herself to the stallion's side.

"Here," she said, placing the box down in front of him.

"Pinkie's Thin Mints, Extra Strength version. Sure to get you lots of creamy, creamy frosting!" Granite cocked his head, "Cookies?"

"Mhm!" Sprite said, reaching forward to open up the box, pulling out a sleeve of cookies. "Here try one, they're my favorite!"

"Cookies before dinner?" he asked, picking one up, inspecting the chocolate disk. "I'm not sure that's the correct order."

The twins gave him matching puppy dog stares, their eyes seemingly doubling in size as they looked at him. "I think you can eat one or two, you're a big stallion. I doubt that will ruin your appetite," Sprite said, a pleading tone in her voice. "Yeah! And we helped make them too! We want to know what you think!" Wisp added.

Granite felt what little resolve he had crumble at the face of such adorableness. "Well, I guess one wouldn't hurt." He tossed the cookie into his mouth, moaning as the minty deliciousness invaded his mouth.He was unable to keep a smile of his face as he chewed, the taste seemed to remind him of home and comfort. A warm feeling spread through his body as he continued to grin, swallowing the cookie with a gulp.

"Wow," he said. "Thats one of the best cookies I ever had."

The twin's faces lit up, once again hugging him as they squealed in joy.

Granite blushed again, not knowing why his praise seemed to make them so happy, but not really minding it either. Chuckling embarrassedly, he reached for another cookie, tossing it into his mouth with no hesitation. Just as he finished chewing, he sensed another pony behind him, turning his head around to see Emerald holding a loaf of bread in her magic.

"Excuse me sir," she said, stepping next to the twins before setting the loaf of bread down next to the heater. "I brought you a drink," she continued afterwards, floating a glass in front of him.

Granite cocked his head, looking at the glass floating in front of him. It had been a long time since he had seen a unicorn use their magic like this, especially for an earth pony like him. Not that Stalliongrad had a lot of unicorns, but still, it was a rather refreshing change than the whip or crop the unicorns in charge of the mine tended to carry. His thoughts trailed off as he saw the hurt look start to spread across Emerald's face. She began to float the glass away from him, doing her best to not show how it affected her.

"Wait." he murmured, extending a hoof to grip the mare's shoulder. "I'm sorry, it's just I've become a little wary of unicorn magic over the years, but you're different, I shouldn't be treating you the same."

A small smile spread across Emerald's face as she floated the glass back to him. Giving her a gentle grin, Granite clutched the glass with his fetlock, quickly draining it in a few quick gulps. "Thank you," he said, placing the glass down next to him. Then, acting on instinct, he reached up and pulled the unicorn into a hug. It was a little awkwardly positioned, but Emerald soon did her best to return it. Granite held her to him for a while, the teenager nuzzling into his chest as he started to brush her mane with a hoof, the same way his mom used to do for him.

This is nice, Granite found himself thinking. Surrounded by the warmth of clingy pegasi, comforting another filly. Emerald seemed so delicate that he just wanted to cuddle her close to him, fall asleep with her draped across his barrel, or bundled in his arms, someplace he could make sure she was safe.

Eventually, the hug ran its course, and despite not really wanting to, Granite let the mare go. She pulled back with a much happier look on her face, giving the stallion a genuine smile. Granite cocked his head, looking at the wooden heater and the loaf of bread.

"You girls ever have camp toast?" he asked.

All of the mares present responded in the negative.

"Well, go and grab the butter from the kitchen and I'll show you girls how to make it."

Happy to be of service, Emerald trotted back to the kitchen, quickly returning with the butter as well as a knife.

"Here," he said, grabbing ahold of the knife as she set the butter down next to him. He pulled a slice of bread away from the load, quickly lathering one side of it in butter. "Now this is the hard part girls, if you mess this up, you ruin it. Luckily, my mom taught me the trick to get it right every time."

The four mares watched him, eager to see the great wisdom he was about to lay down upon them.

Granite bit his lip, focussing as intensely as possible as he held the bread over the heater. He paused, licking his lips, the mares leaning forward to see what he was about to do. And then, after a dramatic pause, he let go of the bread, plopping it down onto the heater. The mare's blinked in confusion, turning to see the stallion with a teasing smirk on his face. Wisp let out a huff, bopping the stallion with a wing as he half heartedly tried to defend himself, the stallion not bothering to stop the laughter that began to spill from him.

Sprite turned around and tackled, him, her efforts combining with her sister as they rolled the stallion onto his back. "I can't believe you just got us hyped up for nothing!" Wisp said angrily, batting the stallion with her wings along with her sister. Granite only laughed harder, wriggling as the mare's feathers tickled him but still full of satisfaction at having pulled one over on them. He let out a small oof as Firebrand leapt into the fray as well, adding her own wings to the mass assaulting him. Granite couldn't remember the last time he laughed this hard. It seemed like years and years of tension were melting away amidst a flurry of teenage wings.

Letting out a playful roar, Granite wrapped his arms around all three of the mares, pulling them to him in a bone-crushing hug. The three mares let out matching squeals, legs kicking and flailing as they tried to free themselves. But in the end, they didn't have a chance. Granite had been working in the mines since he was a colt, he had more than enough strength to subdue three measly teenagers.

Granite twisted, now straddling the three of them. Looking down on the pinned mares, he gave them a devilish smik. Hooves lancing downwards, he began to tickle them mercilessly the mares squealing as they fruitlessly tried to escape him. Their hooves batted at him, bouncing off as they tried to push him off of them.

"I don't think you girls are really in a position to complain are you?" Granite chuckled, digging his hooves into their sides as they continued to squeal.

Suddenly, another set of hooves shoved Granite, finally managing to push the stallion off the pinned mares. He impacted the blankets with a meaty thump, turning around to see a slightly admonishing Sally standing in the kitchen. Emerald was next to her, six bowls of soup floating in her magic.

"Alright you trouble-makers," Sally said, giving the pegasi and Granite an admonishing look. "Settle down, it's time for dinner."

Blushing, the four of them resettled in front of the heater, the twins once again pressed against his sides. He didn't see fit to argue, they were the ones who made the choice to lay back down next to him. And it was pretty chilly, which was easily cured by clingy pegasi; Emerald then placed steaming bowls of stew in front of all of them, before laying down next to Sally. They were arranged in a tight semicircle around his small heater, the cold preventing them from having a decent amount of personal space. Emerald's horn litup again, putting on some more toast and pulling off the slices that were done.

Granite cuddled into his nest of blankets and pegasi, not knowing a better way to eat his dinner. A sense of warmth had permeated his body, the soft chatter of the teenagers bringing a permanent smile to his face. Growing even wider as Emerald floated a piece of toast into his bowl. It was a surprisingly peaceful dinner, all of them enjoying each other's presence. When his bowl was finally empty, Granite took the chance to look around the room. He had eaten his share the fastest, no surprise there, and the rest of them were still munching away at theirs. It would definitely be a shame when they left in the morning. It was fun having them around, much more entertaining that just being by himself.

He looked each of the mares up and down, once again noting how well their outfits seemed to compliment their figures. Hugging their young bodies and showing off their curves. Did they have someone to take care of them? They certainly deserved it. He picked up another of the cookies, popping the treat into his mouth.

"Checking out my cutiemark?" Firebrand suddenly said, breaking him from his thoughts.

"Whuh?" Granite responded, not really aware of what she said.

Firebrand have him a teasing smirk, flicking her skirt upwards with her tail, revealing the wine colored fur and a hint of her cutie mark. "I said, if you wanted to see my cutiemark, you could just ask."

Granite didn't respond immediately, to preoccupied with the flash of panties he saw to formulate one.

The pegasus moved her bowl to a safe spot and stood up, sashaying her way in front of the stallion. Granites mouth went dry, Firebrand was slinking towards him like she was coming out of a wet dream. Her eyes were locked on his and her hips swayed from side to side, her tail flicking his cheek as she turned around.

"You only had to ask," she purred, striking a pose in front of him. With one of her wings, she reached under her skirt, pulling it upwards with a slow, drawn out motion.

Inch after inch of wine colored fur was revealed, showing of her toned legs until her cutie mark was finally exposed. It was some multi-colored sparks, similar to fireworks. It made sense considering her name, but Granite was a bit more enthralled by the hint of panties he could see. They were lacey, he could tell that much, and were just hidden by the mares skirt.

"It show's my talent for getting things started," Firebrand chuckled, pulling up her skirt just a bit more to show off the curve of her plot. She only did so for a moment before letting her skirt go, the fabric covering her modesty once again.

A brief spike of guilt shot through Granite at ogling her like that, but once again, she was the one who initiated it. At the end of the day he was a stallion, and would always appreciate a good show. He found himself nodding to himself, yeah, as long as he didn't pressure them into anything, it would be fine.

"Ohh! My turn to show him!" Wisp said, peeling herself off of his side.

Granite was once again disappointed as his side was exposed to the chilly air, but his complaint died in his throat when she pulled up her skirt, revealing a little blue glowing ball with wings coming out of it for her cutie mark, shaking it back and forth a few times as she explained her and her sisters talent for guiding ponies or finding lost things. Of course Granite didn't notice how her plot jiggled with the motion, he was a gentlestallion after all.

The others then followed in their examples, each taking a turn to show the stallion their cutie marks as well as tease him a bit. Emerald had a thorny rose, which was more symbolic of her skill in drama than nature magic. She was a much more petite mare than the others, but no less attractive.

Wisp reached down and nudged his own flank, brushing the odd wooden contraption fate had graced him with maybe a touch more intimacy than necessary. “So what’s yours, an’ what’s it supposed to mean?”

He shook himself free of his previous line of thought as the other girls all shifted or craned their necks to look at his flanks. Fighting down a bit of a blush at the scrutiny he glanced back at the well known shape of his cutiemark. “It’s a treadwheel crane. An earth pony machine that dates back almost as far as Equestria does. Ponies stand inside the round parts and turn them by walking, the treadwheels use that power to lift loads much heavier than the ponies could lift singly, using a pulley lift. Two big earth ponies could lift… four to six times their own weight using these, and spend a long day doing it if needed. Way more material could be moved than unicorns could levitate up the same distances.”

“Ooooooooh,” The mares chimed in appreciatively and he blushed a bit more at their participation in his storytelling. “Canterlot was built using cranes like this. All that stone was hauled up the slopes from the quarries on the backs and hooves of earth ponies, using simple mechanics to do wonders.Bet you guys didn't learn that in any unicorn-run school,” He smiled, feeling a certain warmth from describing the history of the venerable device on his flank. “For me personally, it stands for my talent at cooperative labor. I’m good at managing groups and figuring out neat little ways to increase productivity.” He grinned and gestured for the others to continue the game, missing the subtle glance shared between Sally and Wisp before the earth pony mare clambered to her hooves..

Sally had a lit torch for a cutie mark, which made sense as she was the leader of their group, and whose tail seemed to flick in just the right way to draw his attention to her curves. Still, there was laughs and gentle teasing all around. Good natured catcalls and whoops from the girls as they cheered each other on. They all seemed to appreciate the other's poses just as much as Granite himself did, doing wonders to remove the last of the stallion's reservations about ogling them.

When Sally laid back down, Sprite got up, striking a similar pose to her sister. With a wingtip, she pulled up her skirt, revealing the same cutiemark her sister had, except a green ball instead of a blue one.

"Mmm," Wisp said, her mouth right next to Granite's ear. "Doesn't she look delicious?"

"Mmhmm," Granite agreed, swallowing another cookie. Sprite really was an impressive looking mare, all of them were. Any stallion their age would be lucky to date them. Wisps tail flicked across his cutie mark, the strands tickling the sensitive skin. He didn't pay it much mind until the tip of it flicked against his balls, the heavy orbs drooping low in his sack.

Everything seemed to slow down for him, the world coming to a standstill as Granite realized, that without a doubt, he was hard. His cock was sandwiched between him and the blankets, and he could already feel a healthy smearing of his pre against his chest. He gulped, looking around at the giggling mares to see if any of them noticed. It didn't seem like it, but still, that didn't change the fact that his dick was rock hard in the middle of five sexy teenagers!

"Excuse me," he said quickly, pushing himself away from the cuddling Wisp. "I uh… should probably take a shower, you girls just enjoy yourselves alright?" He didn't stay to listen to their responses, doing his best to hide his bobbing erection as he all but ran towards his bathroom.

"Oh poo," he heard Wisp mutter just as he closed the door.

His heart was racing, and not in a good way, as he turned on the shower. He made it as cold as possible, and considering the weather, that was quite cold indeed. What was he doing?! By Celestia they must think he's a huge pervert, getting a boner like that. There was no way they didn't see it during his retreat back here, how could he look them in the eyes now?

Granite stepped into the shower, pulling the curtain closed and wincing as the ice-cold water washed over him. But still, he let out a sigh of relief as the arousal left his body, the comfortable, awkward warmth now being replaced by a calming chill. What was he going to say to them? 'Hey, I'm sorry I got hard looking at you girls, it's just something that stallions do you know?' Sighing, he slowly bonked his head on the tiled wall. cursing his stupidity.

"Excuse me, Granite?" Sally said through the door, knocking on it a few times. "Can I talk to you?"

Granite let out another sigh, may as well get it over with. "Sure, come on in. The door doesn't lock." He gulped as the door opened, waiting for the tongue lashing that was sure to follow.

"I think I should start by saying I'm sorry," he said, wanting to get that out of the way.

To his surprise, Sally giggled in response. "What? That you got a hard on for us? Please, we know how we look, I'm surprised it took you as long as it did. It really is quite touching really. And besides, we were enjoying the view of you as much as you were enjoying the view of us."

Granite was shocked into silence, this was not a response he had expected.

"Listen, I told the girls to tone the teasing down a bit. We may have been coming on a little strong. You're the most attractive stallion we've seen in a long time, and a really nice guy on top of that!. Not to mention you can cook! We may have let our instincts override our brains you know?"

Granite sighed. "Well, I didn't do anything to discourage the teasing either, so it's partly my fault too. I should've been more responsible. Its just… been a long time since I had meaningful female company, you're the first mares to step hoof in this house in three years, its like you said, my instincts overrode my brain."

Sally giggled again. "I still find it hard to believe that a stallion like you hasn't been snatched up yet."

Granite chuckled. "Thanks Sally,it means a lot to me to hear you say that."

There was some shuffling in the bathroom, but Granite couldn't tell what it meant. His brow furrowed in confusion and he opened his mouth to ask what was happening, but another figure slipping into the shower in front of him swiftly made it die in his throat.

"Gah! What are you doing in this water! You're gonna get sick!" Sally shouted as she turned up the water temperature. She groaned in relief as the water finally got to a proper temperature, running her hooves through her mane to make sure it was properly wettened.

"What are you doing!?" Granite responded, the sight of Sally with her mane plastered to her svelte neck was doing things to him that he had been trying to prevent.

"Helping you get clean, duh." Sally said back, giving him a 'what else would I be doing' look. "I'm an earth pony too, I know how hard it is to do it yourself."

Granite's mouth opened and closed a few times, the sense of warmth that had fled from him had now begun to makes its presence known again. He couldn't stop his eyes from roaming up and down Sally's form, her curvy, naked figure was beautiful, looking even more enticing than she did in her outfit.

"Listen, Granite, I got in here cause I wanted too. Now are you going to tell me to get out? Because if not, I think we should start getting you clean."

Once again Granite tried to formulate a response, but the conflicting voices in his head were making it hard. Here he was sitting in a shower with a mare half his age, offering to help him get clean. If they weren't careful, he'd wind up in the same position he just escaped from. But on the other hoof, she was right, it was always a pain to shower by himself. And she was the one offering.

"Alright," he finally said. "But please tell me if I do something that crosses a line, okay?"

Sally nodded, giving him a smirk. "No problem! Now turn around, let me get your back."

Granite did so, sitting down, letting the warm water rain down on him. Sally didn't hesitate, sitting down right behind him with him in between her spread legs. She slid forwards, pressing her body against his. Granite gave her a look, but didn't protest, not resisting as she began to run her hooves through his coat.

Sally's hooves were magical as they began to massage his scalp, tension bleeding from his body as the mare went about her work. She giggled as he leaned into her hooves, happily obliging the stallion with some more scratches. Slowly, her hooves worked their way from his scalp down his back, working out all the knots that had built up over the years.

"Wow," Granite groaned out, overcome with bliss from the massage/

Sally giggled, working on a particularly tight knot in between his shoulder blades. "When was the last time you took the time to stretch or something? Some yoga would do you wonders."

"Well, it's not like I can just walk down the street," Granite replied sassily.

Sally bopped him on the back of the head. "Shush you."

Her hooves worked down to his cutie marks, fondling his well-muscled plot. Sally let out an appreciative murmur, happy at finally being able to touch the plot she had been staring at all night.

"Still washing me? Or are you just copping a feel?" Granite snarked, but not moving away from the intimate touch.
"Yes," Sally replied, giving him a smile as she continued to rub the supple flesh in small circles. She slid forwards, adjusting her stance so she could plant her barrel on his back, reaching around his front to start rubbing his chest. Granite raised an eyebrow at the additional contact, but the innocent look Sally gave him in reply made him choose not to comment. It was really nice, Sally's body was soft against his, her womanly curves folding around his hard edges. Even with her additional weight, he didn't budge, easily able to support her.

"You really do have a hot body," Sally murmured into his ear, blatantly feeling him up. "The best I've seen in a long, long time."

Granite moaned, the mare's caresses sending pulses of arousal through him. He knew that this was crossing a line somewhere, but he couldn't bring himself to care. She was the one fondling him, not the other way around. And her hooves just felt… so… good…

"Well, I do try to keep in shape," Granite responded.

Sally nibbled on his ear, wringing a gasp from the helpless stallion. "And I assure you it is very..." she whispered, her voice dripping with eroticism. She dragged her hoof down his chest, "...appreciated."

Granite groaned,a full body shudder coursing through him. Breaking into a moan when Sally's hoof brushed against his painfully hard shaft. His eyes shot open, shifting as he tried to get away from the mare.

Not again! he thought, guilt starting to fill him.

"Shhhh… Shhhhh…" Sally murmured into his ear, holding him still. "It's okay, I'm not mad." She brought her other hoof downwards, gentle fondling his heavy sack.

"I'm sorry.." Granite said, his voice trailing off as Sally's hoof began to slowly stroke his shaft.

"Don't apologize Granite.It only means you find me attractive, I can't take offense to that," Sally replied, keeping up a steady rhythm. "It's okay, you've been teased a lot tonight. It's no wonder you can't hold back anymore."

Granite groaned again, his breath coming in short, quick gasps. It had been so long since anypony except himself had touched his shaft, and Sally's soft hooves seemed to be hitting every sweet spot he had. He could feel his pre starting to run down his shaft, Sally spreading the thick lubricant with her stroking hooves.

"Let me take care of you okay?" Sally offered. "Let me show you how much I appreciate you taking us girls in for the night. You don't have to worry about offending me, I want to do this." Throughout all of this her stroking hooves didn't stop, playing the stallion's twitching shaft like a puppet.

Granite knew he wasn't thinking straight, the cloud of lust settling over his head preventing that. And once again, he found himself not caring. Her hooves just felt divine on his aching shaft. They were so much softer than his own, and already were milking his cock to its full length.

"Please…" he finally groaned out.

"Mmmm," Sally cooed, her smile evident in her voice. "I'm going to enjoy this as much as you are."

The hoof stroking his shaft kept moving, twisting slightly as it moved up and down. A soft schlicking sound started to be heard over the shower, the mares hoof travelling all the way from the base of his cock to the top with every stroke. it was a languid, but urgent pace. Never slowing, never stopping, even as Granite began to squirm. Her other hoof fondled his drooping balls, massaging the tender orbs.

"You have a beautiful cock," Sally murmured worshipfully into his ear. "The other girls are going to be so jealous.when I tell them about it."

It truly was a cock worthy of praise. It was almost as long as her leg, and just as thick as it. Veins bulged along its entire length, causing the whole thing to twitch with the stallion's powerful heartbeat. The flare and medial ring were just as impressive, and would prove more than a challenge for any mare attempting to take them. His softball sized balls were equally as perfect, drooping with his seed, showing just how virle the stallion in her hooves really was. Sally could feel the heat emanating from them, and even without Pinkie's cookies she was sure they contained enough cum to satisfy a dozen mares.

Granite was groaning continuously, the slow steady rhythm of Sally's hoof was so different than his own frenzied motions when masturbated. Her other hoof continued to rub his aching balls, doing her best to milk his cum out of him.

"Such a good stallion," Sally cooed, her warm breath tickling his ears. "Don't hold back okay? Just let it out."

Granite let out an affirmative moan. He could feel his orgasm building, his balls tightening, pulling up against his crotch as they prepared to release their load. He wanted to hold back, Sally's hoof just felt so good. But he couldn't do it, her persistent strokes were driving him over the edge faster than he could fight it.

With a loud moan, the dam broke, Granite's cum erupting from his cock in a thick stream. The first rope alone lasted several seconds, splattering the wall in front of him in a thick covering of his seed. he twitched and shuddered in Sally's grip, groaning with every flexing of his massive tool. Her hoof didn't stop moving, persistently milking him as Sally let out an appreciative murmur. There was a brief spike of surprise when Sally leaned down and captured his lips with her own. her talented mouth easily managed to coax out the stallion's tongue, drawing it into her mouth in an intimate dance.

Sally languidly kissed him as Granite continued to cum, rope after rope of his baby-batter spraying against the wall as her hoof drained his balls. The stallion's tongue was inexperienced, but clearly eager, the larger muscle easily able to dominate her own. After a while, Sally couldn't help but be shocked at how long Granite was cumming, the torrent of seed seemed to never end. She had never used Pinkie's extra strength cookies before, and after this result she would definitely be doing so in the future.

Eventually, however, the river of cum finally slowed and stopped, the wall of the shower completely covered in Granite's seed. They two of them kept kissing for another few moments, Granite's tongue not wanting to remove itself from the teenager's mouth. Slowly, Granite's cock softened and retreated back into its sheath, Sally's hooves moving themselves to gently rub his chest.

After another eternity, Sally pulled back, breaking the kiss as a thick strand of saliva hung between them. The two of them locked eyes, a gentle, teasing smile on Sally's face and a mildly shocked one on Granites. He opened his mouth to say something, but Sally's shut it with a hoof.

"Shhh… I enjoyed that. Don't panic okay?" Sally said. "You're a good kisser, and I don't regret this in the least."

Granite licked his lips, nervously glancing down at the shower floor for a moment before looking back up at the mare. "Neither did I."

Sally giggled, leaning in to quickly peck the stallion's lips. "Good." She lifted one of his balls, "feeling properly empty? I wouldn't mind helping you out again if you need it."

Granite rolled his eyes, but chuckled nonetheless. "I think I'm good for now, but I appreciate the offer."

"Bummer," Sally replied, a teasing smirk on her lips. Causing both of them to giggle once again.

"Well," Granite said as their laughter died down. "I think uhh… we should clean up before we get out." He glanced towards his cum still staining the shower wall, some of it already running towards the drain.

"Yeah…" Sally replied before both of them went to work. Granite could've swore he heard her muttering something about a waste, but chose not to comment.

A short while later the last of his cum was washed down the drain, the thick aroma of sex the only evidence remaining. After turning off the shower, Granite pulled the curtain open for Sally, the mare giving him an appraising look as she walked by him.

She grabbed a towel off of the rack, holding it out to him. "Would the gentlestallion mind drying me off?"

"Not at all," Granite replied as he took the towel from her.

Sally turned back around, pulling her mane her shoulder to expose her back to him. For a brief moment, Granite couldn't help but stare at the gentle curve of the teenager's figure, she truly was a beautiful young mare. But he had a job to do, and he managed to get his thoughts together enough to begin to dry her off.

The fact that he had to run his hooves all over her body to do so meant nothing to him. Nope. Nothing at all.

"So you girls can sleep in front of the heater. You found all the blankets and pillows I have, other than the ones on my bed. And I'm going to need those. It's going to get pretty cold tonight, so you girls may have to snuggle a bit to stay warm."

Sally pulled another towel off the rack, motioning for Granite to turn around. Once he did so she began to dry him off as well.

"What do you mean you need the ones on your bed? You're not sleeping out there with us?" she said as she finished with his mane, starting to work her way down his back.

"I uhh… don't want to make things awkward," Granite replied.

"Oh please, I just gave you a hoofjob. You're not gonna make things awkward. The girls know to keep the teasing down, and if anything does start to get out of hoof I'll be there to stop it." He hooves were spending a little more time on his plot than necessary, but once again Granite chose not to comment.

Granite pursed his lips. Sleeping in separate rooms would be the safer choice, but he couldn't deny the fact that he wanted to sleep with these mares. Despite their teasing, they were fun to be around, and the feeling of having the twins pressed up against his sides was still fresh in his mind.

"Well, as long as you keep the other's in line… I'll sleep on the floor with you girls."

Sally threw her legs around him in a hug. "Thank you! You have no idea how happy that makes me, not to mention the other girls."

"Yeah yeah," Granite said, doing his best to return the hug. "This really is quite a burden for me, I hope you get that."

"You have my eternal gratitude," Sally replied dryly, breaking the hug and walking towards the bathroom door. "Now come on, let's get back before they burn the place down."

"Don't jinx it," Granite said, reaching a hoof forwards to open the door. Giving Sally one last smile, he opened the door, only to reveal chaos in the room beyond.

"Eat this!" one twin shouted, chucking a pillow at her other half, who just so happened to be standing in front of the bathroom door. She caught the speeding pillow full on in the face, tumbling head over hooves backwards with a loud "oof!" Granite knew he should say something to protect his property, but all rational thought died in his head when he saw what position the twin had ended up in.

Her panty-clad plot was sticking up in the air, in the perfect position for him to mount her if he so chose. The lacey-black panties hugged the curve of her tight plot almost religiously, the edges stopping just above her cutiemark. Judging from the blue ball, it was Wisp in front of him. For a brief moment he noticed how her plot jiggled as she came to a stop, but his attention was grabbed by what was in between her cheeks instead. He could easily make out the puffy nether lips of her marehood, the fabric hugging them in a perfect camel toe. It was one of the most erotic things he had ever seen in his life, the memory of it seared into his brain for all eternity. He couldn't stop the blood from rushing to his crotch once again.

"Ooohhh," Wisp groaned. "That one hurt." She shifted around, trying to get back on her hooves, not even knowing the how delicious her movements made her plot look. "What are you looking at?" she asked her sister, finally noticing that Sprite was not staring at her.

"Did ya get her?" Firebrand shouted, leaping into the doorframe next to Sprite.

Granite finally broke his stare at Wisp's ass, looking up to see the two other pegasi were equally as panty-clad as the one prone in front of him.

"Girls! I don't think we should be doing this," Emerald said, trotting into sight, who's uniform had also disappeared. Meaning she was also only wearing a pair of panties.

Granite didn't know what to think, turning his head to look at an equally as confused looking Sally. For a brief moment he wondered why the sight of the naked mare next to him didn't hit him nearly as hard as the panty-clad ones, but he wasn't in a position to question it.

"Alright," Sally said, her voice brokering no nonsense. "We are going to go back into that room, and you girls are going to explain what in Celestia's jiggling plot you were just doing."

***

A short while later, Sally and Granite were staring at four thoroughly cowed looking mares.They hadn't taken the time to put their uniforms on, nor take their panties off, something that Granite both enjoyed and dreaded in equal measures.

"So let me get this straight," Sally said, sitting down with her arms crossed. "Emerald spilled her stew on her uniform and took it off. Firebrand took that as an oppurtunity to do the same thing, but instead of placing it off to the side, she threw it as Wisp."

"It was an accident!" Firebrand interrupted. "It got stuck on my wing!" she waved the offending limb in front of her, showcasing its traitorous nature.

"Shush!" Sally said, swiftly quieting the pegasus, giving her a harsh look before continuing. "And then Wisp, thinking it was Sprite who hit her, hit her in return. Sprite, who had also been taking off her uniform, who didn't get in stuck on her wings mind you, thought it was Firebrand getting back at her for the wet willy she gave her earlier today. So then one thing lead to another, and you three broke out into a pillow fight in our host's living room, while Emerald did her best to get you three back under control."

The four ponies nodded silently.

Sally let out a long sigh, one that she had obviously done many times in the past before turning to Granite and giving him an apologetic look. "I'm sorry, I thought they would be a touch more responsible than this." The guilty party let out a wince at the tone in Sally's voice.

Granite, who was not at all distracted by the four mares in panties sitting in front of him, took a moment to reply. "Well, uhh… It's not like they broke anything. And I think they learned their lesson too, so I think we can put this behind us."Immediately Granite was assaulted by a wall of feathers, the three pegasi latching onto him in three bone-crushing hugs.

"Thank you, thank you, thank you, thank you," Wisp chirped happily into his ear, rocking back and forth.

"Not a prob-" Granite tried to respond, only to be cut off by Firebrand redoubling her hug around his throat. "Too tight!" he started to say, his voice trailing off as a blushing Emerald stepped in front of him. She gave him a gentle smile, the action making her face positively angelic. Slowly, she leaned, wrapping her legs around what little space she could as she gave him a hug of her own.

"Thank you," she whispered into his ear, giving him an affectionate nuzzle as she did so.

Granite was speechless for a second, but managed to bring his free foreleg around the petite mare in a soft hug. "No problem." Eventually the mares, now much happier, peeled themselves off of him. He looked around the room, taking note of the time on the wall. "Well, it's getting pretty late, and I think we should all head to bed. I want to get you girls on the earliest train out of here.:

Sally nodded her agreement, and the group set about getting into bed. Granite had a rather large number of pillows and blankets, looted from his mother's house before she left, so each of them were able to build themselves a comfortable nest. They were all pretty close to one another, and Granite had to give more than a few admonishing looks as the mares tried to move a little closer than comfortable to him. But still, while not toasty, they would be warm enough to last the night.

At least, they would have been if the front window hadn't blown open, blasting freezing air into the room beyond.

Granite leapt up immediately, cursing loudly as he slammed the window shut, redoing the bolt with a quick motion. He must have nudged when he first looked at the girl's, curse his stupidity. Sighing, he turned around, the mares all leaning up and looking at him.

"Sorry, that's my mistake," he said, giving them an apologetic look.

The mares murmured sleepily, lying themselves back down as they snuggled deeper into their blankets. Granite stepped gingerly around them on his way back to his own nest, flopping downwards with a groan as he pulled his own blankets over himself. He couldn't help but shiver as the freezing air continued to make its presence known. It wouldn't be the first time he went to sleep in such conditions. His heater would be able to warm the room up again fully in an hour or so, but he wasn't alone tonight.

Sighing, he turned his head to the side, where Wisp's pale yellow eyes were looking at him expectantly. Letting out another breath, he looked to the other side, where both Sprite and Emerald were looking at him.

"Alright, come on, before I change my mind," he said, holding up his blanket. Immediately the five mares leapt underneath, dragging their own pillows behind them. In short order they had all snuggled up to him, his large body possessing just enough real estate for the five of them. Wisp and Sally ended up near his head, while Firebrand and Emerald were cuddled in along his sides, mostly on top of him. Sprite had given up on a pillow entirely, laying her head on his stomach in an impressive display of flexibility.

Granite sighed once again… since when were teenagers so needy? But still, he already felt their warm bodies fighting off the chill, the mares themselves letting out dreamy little breaths as one by one they fell asleep. However, it didn't take him long to realize that if he moved even an inch, he ran the risk of waking everyone of them up. He sighed again, closing his eyes as sleep began to claim him as well. The things he did for these mares.

Author's Note

Well, this was certainly a fun one to write. We started talking about a stallion being seduced by a gaggle of filly scouts, and then i started writing and got absolutely carried away with it. The next part is looking to be even longer than this one. Most likely because Ashinda commented saying, "I wonder what his job interview with Cadance was like" and well. I had to write the clop scene that would accompany that. It's going to be a fun one. Get some Futa on Male action going cause reasons. All in all, It's going to have a metric shitton of clop in it, so get your lube ready.

I think that's about it for now. Let me know what you guys think of this in the comments!

Gold4tune out, pce o7

P.S There are most likely some typos and what not, so send me a pm with any you see and I'll fix them.

Interlude: Filly Scouts 2

Granite awoke some hours later, the blanket having been mostly kicked off as the heater warmed the room once again. But that really wasn't what was on his mind, instead, that honor was held by his painfully erect cock, already smearing pre all over his chest. he looked down, and gave a little whimper at what he saw. Firebrand as nuzzling against his cock, one of her hooves holding it to her like one would a stuffed animal. A tickling breath along his nuts revealed where Sprite had migrated during her sleep, the teenager sleeping soundly with her muzzle buried in his balls. He watched in fear as Firebrand's eyes blearily blinked open, locking onto the cock in front of her as a predatory grin spread across her features.

"Hello beautiful," she said with a chuckle, nuzzling the flared head. "I've been wanting to get this close to you all night." The mare let out an appreciative purr, extending her tongue to lap at the feast of pre running from the Granite's shaft.

Granite whimpered, knowing he should be telling her to stop, but simply not being able to bring himself too. His body seemed to be on fire, filled to the brim with pure, unadulterated arousal. He bit his tongue, trying not to let out a moan as Firebrand dragged her tongue around his cock over and over again, the lithe muscle sending lances of pleasure up his spine.

"What a way to wake up," Sprites voice suddenly said from his crotch, the mare immediately inhaling deeply as she nuzzled one of his heavy balls. "Do you have any idea how good you smell?" she asked, giving him another healthy sniff. "I could smell these balls from a mile away. So big, so masculine… it just makes me want to taste them."

This time, Granite couldn't hold back a moan, the sound filling the empty room as Sprite gave his testes a single, long lick, leaving a sticky trail of saliva behind. The pegasus let out a worshipful groan, immediately extending her tongue to get more of his addicting taste. He felt the other mares stir against him.

"Granite," Sally said from next to him, reaching a hoof over him and pulling his face hers.

The stallion whimpered, giving her a pleading look. He shuffled around as Emerald added her own tongue to his shaft, both her and Firebrand now dragging their tongues up and down his entire length. Each of them would gently suckle the head for a bit, drawing out some of his pre before returning to the base.

"Look at me Granite," Sally ordered, locking her eyes to the stallion's. "Don't fight this okay? We're doing this for you, you're not forcing us into anything."

On his other side, Wisp began to pepper his face with quick, affectionate kisses. "We want this as much as you do," she murmured into his ear, giving the appendage a small nibble. Granite wriggled, but the five mares were easily able to hold him still.

Sally leaned in, kissing the stallion before he could think to stop her. It didn't take her long to coax the stallion into returning it, the feel of her lips against his too perfect to resist. Granite kissed her almost mindlessly, following her cues, but most of his mind was dealing with the three mouths in his crotch, still lavishing him with attention. Wisp muttering encouraging murmurs in his ear the whole time, continuing to plant kiss after kiss on the stallion's face. After a while, Sally pulled back, Granite now looking much less panicky. She gave him a gentle smile, affectionately tracing his jawline with a hoof before turning his head to look at the three mares still buried in his crotch.

"Look at them, they love doing this for and to you. We all do,' Sally said, looking down at her troop mates with proud smiles.

Granite looked silently down at them, each of the mare' looking up at him as they continued their chosen tasks, even if Sprite was mostly hidden by his titanic shaft. It was true, each of their eyes were full of happiness, and dare he say it, worship. It was clear that they were happy exactly where they were, giving him the attention he deserved. Granite swallowed thickly, feeling the final shreds of his resistance start to crumble. The mare's didn't pause in their ministrations, licking and suckling even as they looked up at him.

With a final groan, his resolve shattered, the tension falling from his body as he wrapped a hoof around Wisp and pulling her into a deep kiss. The mare let out a squeak, her wings blimping outwards, but soon let out an indulgent moan as she pressed deeper, happily slipping her tongue into the stallion's mouth. She out an appreciative moan as Granite's hoof trailed down her back, drawing little circles in her fur, only to let out another squeak as his hoof grabbed ahold of her plot, giving the supple flesh an indulgent squeeze. Granite shamelessly groped Wisp's plot, the glorious mounds molding around his hooves. It truly felt as amazing as it looked. Chasing her tongue back into her mouth, Granite slipped his hoof under the mare's panties, continuing to squeeze the soft flesh.

Sally looked at the kissing pair with a small amount of surprise, she hadn't expected him to start kissing Wisp stupid like he did. Already the pegasus' wings were extending upwards, her tail flicking side to side as her arousal skyrocketed. She looked down, the others having matching grins on their faces. "Hey Emerald," Sally said thoughtfully. "Think you can show Granite here your uhh… 'special talent'?"

Emerald leaned back, looking down at the cock she was just licking with a small amount of trepidation."Umm… I don't know," she said hesitantly. "I've never tried taking a cock this big before."

Sally gave her a smile. "Well, don't you think our savior here deserves an attempt?"

Emerald returned the smile with one of her own. "I think he does."

Now smirking, Sally nudged Wisp, leaning in to whisper what was about to happen in her ear. Wisp broke the kiss with Granite, the stallion not really understanding what was happening. Giving the stallion one last peck on the lips before turning his head downwards, where Emerald was settling herself in between his legs. Firebrand shifted as well, lavishing his right ball with her tongue as Sprite handled his right, both mares worshipping is hanging sack.

Emerald saw her looking at him and nervously blushed, reaching a hoof to his rock-hard cock. She lifted it upwards, having to adjust her position to make sure her mouth could reach the head. Granite swallowed thickly as the petite mare leaned forward, her mouth stretching wide as she wrapped her lips around the flaring head.

It wasn't easy, and a visible amount of effort was on the petite mare's face as she struggled to fit his cockhead into her mouth. For a while, Granite didn't think it would fit, but eventually Emerald managed to stretch wide enough for the flare to pop past her lips. Granite moaned as the damp heat of her mouth surrounded him, her tongue lashing every inch of his shaft it could. She gently bobbed up and down, working his member into her mouth an inch at a time. Granite writhed as more and more of his cock was sucked into her mouth, never having received pleasure like this before.

When Granite felt the flare of his cock bump up against the entrance to her throat he thought she was done, but instead Emerald took a deep breath, readjusted herself, and plunged downwards, moaning as the flare popped into her throat. Granite's mouth dropped open in shock, not believing what he was seeing, nor feeling. Tiny, petite Emerald had managed to swallow his flare, the massive object bulging her neck out obscenely.

"Thats our Emerald," Sally said. "She doesn't have a gag reflex, and has gotten some tips on how to breath with a dick down her throat. So all in all, she's our little deepthroat champion."

Granite didn't respond, too busy staring at the teenger bobbing up and down on his dick. Emerald was slowly working more of his shaft down her throat. She looked upwards, her eyes capturing Granite's as she ran her tongue over the bottom of his cock. They were full of adoration and happiness, showing just how much she enjoyed what she was doing. Granite reached a hoof down and began to affectionately pet the mare, trying to show his appreciation for what she was doing. Emerald apparently got the message, a smile tugging at her cock-spread lips as she redoubled her efforts.

Down and down she went, her throat rippling around Granite's shaft, unconsciously trying to milk him for his cum, until her lips pressed up against the next great obstacle: his medial ring. Her nostrils flaring, Granite watched as she closed her eyes, mentally preparing herself to conquer this hurdle. After a few seconds she opened her eyes, determination filling her gaze as she planted her hooves and pushed herself forwards, slipping the medial ring into her mouth with an audible pop. Both her and Granite moaned together, both of them overcome by the sheer sensation of the act. The vibrations traveled up his shaft, sending him even higher up the peaks of ecstasy.

Granite couldn't believe what he was seeing as Emerald's mouth continued to descend. Her throat was bulging outwards, a visible marker of her progress. Never would he have thought that he would meet a mare who would be able to take even half of him, hell, even taking the head was an accomplishment in itself. But now, sweet, little Emerald was proving just how lucky of a stallion he ended up being.

The next segment of his cock proved a much slower process, but still Emeralds progress was unstoppable. her saliva was spilling from her mouth, running down the remainder of his length and covering his crotch in a thick helping of it. Eventually however, his medial ring was poised at her throat, its girth proving too much for Emerald to handle by herself. She looked up again, her eyes asking him a question that he couldn't understand.

"She needs your help for this last bit," Sally said.

"How?" Granite asked, his voice hoarse.

"LIke this," Wisp said, grabbing one of his hooves and placing it on the back of Emerald's head, Sally swiftly following suit with his other.

He looked down at Emerald, not believing what they were asking him to do. The unicorn locked eyes with him, giving him what little of a nod she could with over a foot and a half of cockmeat buried in her throat. Granite gulped, but readjusted his grip as he gave her a nod back. An unspoken cue passed between them, and Granite yanked down just as Emerald opened her throat was wide as she could.

Emerald plunged downwards the last several inches, her muzzle slapping into Granite's crotch with an audible impact. Immediately Emerald's nostrils flared, a muffled scream escaping from her throat as her eyes rolled back in her head. Granite's eyes opened wide in worry, until he heard what Sprite and Firebrand were screaming from his crotch.

"Holy fuck! She's cumming!" Firebrand exclaimed, shock evident in her voice.

"She totally is!" Sprite added. "Her cum is already seeping through her panties, they're already a mess!" A split second later, she leaned upwards, extending her hoof towards Granite's worried face. His eyes crossed slightly as he noticed the distinct shine on it, the heady scent of marecum quickly filling his sensitive nose.

"Thats our girl," Sally said pridefully, affectionately petting the cumming Emerald's head. She was still moaning and writhing, but Emerald still managed to give the earth pony a grateful look.

Granite was once again struck dumb with what he was seeing, only able to groan and writhe as Emerald's throat rippled around his shaft. Her tongue flailing around blindly as she tried to give him as much pleasure as she could. His cock must have been almost in her stomach it was so deep!

When her orgasm finally ended, Emerald pulled back, his cock vacating her throat inch after meaty inch. His flare and medial ring left much easier than they went in, and in only a couple seconds the head popped out of her mouth, the unicorn sucking in great lungfuls of air as she was able to breath easily again. She collapsed downwards, draping herself across Granites chest, trapping his cock inbetween them. Granite looked down at her in awe, still trying to figure out how such a small mare fit his entire cock down her throat, but his thought process was interrupted as the mare lunged forward and pressed her lips to his.

He could taste his cock on the mare's tongue, but didn't care. They kissed slowly, lips and tongues moving in an intimate dance as they explored one another. Emerald brought a hoof to Granite's cheek, pulling herself deeper into him as her tail flicked across his balls and bottom half of his shaft.

"Thank you," Granite said as the kiss broke, looking into the mare's eyes.

"No problem," Emerald giggled back, laying her head on his chest.

"That's sweet," Firebrand suddenly added from his crotch. "But he hasn't cum yet, and I've been waiting for this all night."

Granite gave Emerald a sheepish smile, finding the feeling of the mare laying on him to be entirely pleasant, but he couldn't deny the fact that he was close to cumming when he was buried in her throat, and now the general feeling of frustration at having his orgasm being denied had begun to fill him.

The mare blushed slightly, but rolled off of him. It took quite a bit of effort, but the mares managed to corral him onto the couch, sitting in the middle with Wisp and Sally who took the other two cushions on his sides. The two mares gave him matching smirks as they grabbed his hooves, bringing them to their upturned plot to play with at his leisure. It was then he realized that Sally had slipped her panties back on at some point, but that only served to turn him on more. Emerald, Sprite, and Firebrand sat in between his spread legs, with just enough room for the three of them.

Like a well oiled machine, the five mares brought their lips to his shaft and balls, lavishing him with attention. At that moment, Granite truly felt like a king. Leaning back on his couch with a gaggle of mares servicing him, his hooves full of young, tight butt-flesh, he doubted his life could get any better. He looked down, five sets of eyes looking back at him. A storm of lips, tongues, and hooves pleasing his cock quickly building up his lost steam.

Sally and Wisp were licking suckling the top half of his cock, mirroring each other as they lapped up the rivers of pre running down his length. Their plots were putty in his hooves, both of them eagerly pushing back against his ministrations. Emerald had her muzzle buried in between his balls, lapping at his sheath and running her tongue up and down the bottom of his cock. her tongue seemed to be everywhere, covering his length in a sheen of her saliva as she lapped up what pre Sally and Wisp let past them.Firebrand and Sprite were happily suckling on his balls, the heavy orbs too large for them to fit in their mouths, but certainly not without giving it a good try. So they settled for bathing it in their spit, reveling in the salty taste of the stallion's musk.

Granite was moaning continuously as the girls worshipped his cock, muscles clenching as he thrust upwards into their middle of their hungry mouths. It felt better than he could have dreamed, each of the mare's seemingly knowing exactly what the others were thinking. Their mouths working together in a symphony of bliss.He could feel his balls tightening, a coil of pleasure tightening in his gut that put the one in the shower to shame. He held on for as long as he could, but the aphrodisiac from the cookies, and the divine deepthroating minutes earlier proved too much for him to handle. Knowing what was coming, Wisp and Sally got off the couch, kneeling next to their troop mates in preparation for Granite's inevitable orgasm.

Granite looked down on the five mares, each of them having matching looks of excitement on their faces. They leaned back, Granite following the unspoken cue to wrap his own hoof around his shaft. The mare's opened their mouths wide, extending their tongues in preparation for the load to cum. Burning that image into his long term memory, Granite began to masturbate, his hoof moving in a frenzy of motion as he sent himself over the precipice.

The first rope of cum blasted out of his cock with the force of a firehose, impact against Emerald with almost enough force to sting. The stream of cum lasted a couple seconds, covering most of the mare's face and giving her a healthy mouthful with enough to spare to stain her neck and chest white. Stars exploded in his vision, but still Granite managed the mental faculties to direct his cock at the next mare in line, his second rope proving just as voluminous as the first as he covered Firebrand in her own share of his baby-batter.

Putting his earlier orgasm to shame, Granite sprayed stream after stream of cum onto the eager mares. He continued to pump his cock as he came, making sure to milk every last drop out of his balls he could. Something the mares were eternally grateful for as he showered them with his cum, his over-active nuts, aided by Pinkie's cookies, easily able to give them the frosting they desired. Eventually, his orgasm ended, one satisfied stallion and five thoroughly cum-coated mares behind. For a while they didn't move, letting Granite enjoy the sight of the state he left them in.

Not a single one of them were able to open their eyes, his thick seed pooling over their eye lids in a musky puddle. Their faces were criss-crossed with ropes of his cum, nary an inch of them being left uncovered. Each of them had a mouthful of his seed, their mouths and tongues thoroughly painted white. The excess was dripping down their faces to their chests, some even to the floor.

After a minute or so, in the most erotic display Granite had ever seen, bar none, they closed their mouths, and swallowed thickly. What looked like an egg traveled down each of their throats before they opened up again, extending their tongues to show they had swallowed every last drop. Then the girls all turned to each other and began to clean whoever's face was currently in reach, lapping up his cum with long,eager motions.Granite had no idea how long they did this, but eventually the five looked up at him again, strands of his cum still stubbornly clinging to their faces.

"Wow," he said breathlessly, entirely conscious that his cock hadn't softened in the slightest.

Chuckling, Sally clamored back up onto the couch, straddling Granite as she pressed her panty-covered crotch against his shaft. "You think we're done? Oh no, you have five teenagers to fuck. I doubt you're going to get another wink of sleep tonight."

Granite didn't say anything as Sally lifted herself upwards, pulling her panties to the side to expose her dripping pussy. She lowered herself, nestling his flared cockhead against her nether lips, streams of her nectar already starting to run down the length of his shaft.

It was then that Granite realized that they had planned this all out, the teasing, the seduction, all of it. But it was also equally as clear that the feelings behind this were equally as genuine, so when Sally sat herself down, her nether lips somehow managing to spread wide enough to fit his massive shaft, he really couldn't bring himself to care.

***

The next morning Granite grumbled as he finally finished repacking the girls' wagon. Whoever had done it in the first place didn't do a good job of it. It turned out it had a rather impressive space expansion charm on it, but still the girls had told him that he could take out whatever he needed in order to fit his stuff, but with some simple rearranging he had managed to keep everything they had as well as fit his own luggage. He didn't have much: some pictures, some old sentimental knick-knacks, a couple blankets that he didn't want to leave behind.

Wiping the small amount of sweat off his brow, he turned around and trotted into the living room. Turning around the corner he saw the five mare's in a circle, their manes and tails done up in towels. The rest of their activities last night had left them all quite a bit messier than when they started.

Sadly, his poor shower hadn't been big enough to accommodate all six of them, so they had to shower in pairs instead. Emerald got the honor of washing with him this time. Sadly he didn't get to experience a repeat of her performance last night, but he had happily pumped her tight young pussy full of another creamy load.

When they had woken up this morning, the girls had explained to him that they wanted him to come with them. They were extremely vague as to where "home" was, but strongly hinted that there would be a job waiting for him. One that involved taking care of them. The fact that he would have a chance to be around young, sexy mares didn't impact his final decision to leave at all. Nope. Not in the least.

"Okay girls, I'm all packed up. We can catch the next train out of here if we leave quickly."

"Alright daddy," Sally replied, the mares swiftly getting up and finishing their morning routine.

There they went again, calling him 'daddy'. They had begun doing that as soon as he agreed to go back with them, and he hadn't seen fit to ask them to stop. It was quite nice actually, something he could easily get used to. And so Granite waited patiently as one by one they put their uniforms on, making sure to bend over in his direction as they did so, flicking their tails to the side to reveal their still puffy marehoods. He knew none of them were wearing any panties, those were safely tucked away in his saddle bag as mementos. and maybe masturbatory material if he ever needed it. Which he seriously doubted. Eventually all five mares were standing in a line in front of him, their cute little hats perched on their heads.

"Ready to go?" he asked, looking around the room one last time to make sure he hadn't forgotten anything.

"Mhm," all the girls responded

And with the final check done, Granite pulled open his door for the last time, once again letting the mare's through before him. Once outside, they began to head down the deserted street in a tight group. It took Granite only a few moments to realize they were one short, and after taking a quick headcount he realized that Firebrand was missing. He began t look around worriedly, only for the pegasus to come racing down the street.

"Wait for me!" the mare shouted, coming to a screeching halt as she caught up.

"Where were you?" Granite asked, his heart starting to calm down.

"Sorry, I uhh… had to pee one last time," the mare said, giving him the most innocent smile she could muster.

Granite gave her a flat stare, but didn't say anything else. They had a long journey back to Canterlot, and whatever the feisty pegasus did, it probably wasn't worth thinking about.

***

The train ride itself was fairly forgettable, part of it had been spent sleeping, the rest, and the only parts worth remembering had been spent nestling with one mare or another. His waking moments never alone. The gentle motions of the railway carriage and the touch and scent of one of his fillies. The long ride from Stalliongrad to Trottingham passed by almost too quickly. It was with a strange reluctance that he pulled out the little cart, now nearly empty save for his own luggage, and pulled it sedately behind Sally’s lead through the streets of the little hamlet.

The final three boxes of goods were apparently meant for a particular sweet shop in one of the dingier side streets, and after that… home. Wherever home was. The fillies had been rather vague in answer to that questions whenever he asked. Still it didn’t bother him any more, not really. He trusted them, he was just curious now on where they would be going from here. He supposed he’d find out once this last stop was made.

The cart was unloaded deftly, and stowed in shed next to the candy shoppe. And it occurred to him that their little wagon, so innocent, had no distinguishing markings of any sort. It was purely functional, and gave no hints to the owners origins. He chuckled… more odd secrecy, he mused as he helped carry the last three crates inside. He was carefully slipping the last from his broad shoulders onto the counter when the cheerful shopmare nudged his side gently. “Thank you so much for helping the dears with their deliveries.”

Thinking of them brought a smile to his lips. “It’s not a problem at all ma’am. Though…” he peered around, brows knitting a little in concern. “Where have. those 'little dears' gotten to?”

The shopkeeper gave him an easy smile and gestured over towards the back wall of her shop, where a stairwell descended into a… cellar? Why would they be in her cellar? She just chuckled at his confusion and shooed him towards the stairs as she went about unpacking the goods they had brought. He paused to gather up his saddlebags before heading off to find his fillies.

His hooves clopped over loudly on the wooden floor as he approached the stairs. “Sally? Are you down there?” Something was wrong with this… for some reason his instincts did not like this stairwell. And he couldn’t figure out why. If he didn’t know any better, he’d say he was… afraid of it.

And then the door at the bottom creaked open to show Sally’s face peering up at him, her quick smile unknotting his stomach a little. “Hey Daddy, come on down. We’re almost ready to leave.”

He still found himself blushing when they called him that. And yet… it warmed far more than just his cheeks. And suddenly things felt like they’d be alright again. Taking a last look at the pokey little shop, he clattered carefully down the stairwell and through the door one of his fillies held open… and into the dusty little cellar he would have expected. A single lamp lit the tiny space, and all the fillies were there, the pegasi looking rather naturally ill at ease in the tight space. Emerald was standing apart, staring rather hard at a blank expanse of wall.

He heard the door click gently shut behind him and Sally brushed against his side in passing, giving his neck a soft, almost reassuring nuzzle. “Things may seem a little weird, okay? But we’re all here,” she lingered a moment, snuffling against him softly, before turning back to the little room. “Em, how close are we?” And Granite realized the unicorn's horn was glowing ever so faintly, though he couldn’t tell what she was doing.

“Allllmost… just about th-got it!” Her horn flashed brightly, and the wall rippled into nothing. A perfectly black… nothing took it’s place. An empty void that seemed to devour all light without illuminating anything within. “We’re asked to wait here, we’re not supposed to cross yet. She’s meeting us here," so it was some sort of unicorn door or something, a magic portal of some sort, in a dim little basement, under a nondescript little shop… this sounded more and more like something out of a Prancy Drew novel.

“She?” he asked softly, hooves seeming rooted to the earthen ground just inside the door.

Sally looked back at him, giving him a quiet reassuring smile before turning her attention back to the portal. Emerald coming to lean against her shoulder, and the others had perked up as well. His nervous feeling came back, and he wished the light were brighter, or failing that, to see anything beyond the inky blackness of the portal. Any warning of the expected arrival would be- he could hear hoofsteps. Slow, steady, the sharp staccato sound of hooves on polished stone.

And then a dark red alicorn stepped from the blackness. The almost liquid seeming shadows slithering off her gleaming coat as she moved free of it. Broad, feathered wings spreading as she dropped her haunches and held out a foreleg. “There are my fillies!” she purred happily and laughed as they piled into her waiting embrace. The group hug seemed deep and heartfelt on both sides as Granite remained rooted in place in shock.

Smoky orange eyes turned upon him and he drew breath to.. he didn’t know.. he couldn’t think. But it didn’t really matter, the green field of magic that enveloped him stole away both motion and breath as he was easily lifted and drawn inexorably to the floor a pace or two away from the Alicorn. His eyes widening as he noted further details, slit pupils, teeth! His muscles hauled against the paralysis of her magic in an instinctive attempt to halt his approach… to then feel his hooves settled to the ground once more.

“It’s alright. I’m not going to hurt you,” she cooed softly, smiling even though the sight of her fangs weren’t helping her case. “My little fillies have already told me so much about you, I wanted to meet you personally," she reached out to delicately boop his nose with a very gentle hoof. “I’m going to release you now, and I know you’ll be a reasonable, good little pony, won’t you?”

“I-I…” he could talk, that was good… and swallow nervously.. he needed that. He realized he was no longer encased in the alicorns magic, but was utterly incapable of making his limbs move him away from the hoof still lightly touching his nose. He could only stare at it, trying to figure out what was happening. A soft giggle drew his eyes back to the mare’s face. “I like him, he’s a cutie!”

That got a chorus of giggles from the others, reminding him they were still there. And knowing that somehow helped him relax just a hair. He glanced down into their smiling faces, noting the soft hint of orange in their eyes which hadn’t been there before. “Please forgive me.. I…” he trailed off in blushing confusion.

“.. am trying to figure all this out?” the mare finished his thought for him, earning an embarrassed nod. “Do you know who I am, little pony?” she asked gently, turning a little to display her cutie mark. “Can you give me a name?”

“Princess.. C-cadance?”

“Very good. I know I look a little different now, and I know some of the changes might make you a touch distrustful of my intentions. Well, to be blunt… I spent the last ten years in Tartarus. And that has a lot to do with my new… aesthetic,” the girls giggled again at her choice of words and she took a moment to nuzzle into Firebrand’s mane, an act that made the filly sigh happily in response.

“T-Tar-Tartarus?”

“Mmmhmmmm, and now I’m back. And not alone either… Twilight and the Elements are back as well. We’ve already taken Canterlot from the Nobles, and put them to flight. We’ll be moving to liberate the rest of Equestria soon enough," she grinned down at the fillies who all grinned back as she gave them a fond squeeze. “That’s where my darlings here come in. They’ve been sent out to gather intelligence and get a feel for the smaller villages and towns between Canterlot and the other major city centers. And almost everywhere they’ve been the answer has been the same, oppressed groups of earth ponies with unicorn handlers, a few guards to keep everything in line, and the weariness of slavery. Almost no pegasi left on the ground. Poor conditions and awful practices, and ponies too weak or jaded to do much about it.”

She smiled softly, “The exceptions are rare, but heartening. There’s Ponyville, still stubbornly holding onto its independent government. And then there’s Stalliongrad, a dirty, unkempt little mining town where innocent little fillies shouldn’t walk the streets after dark… and the one good hearted pony who, seeing five helpless fillies out at night, gave them shelter and succor instead of leaving them to the tender mercies of the town.”

Granite hadn’t thought he could blush any harder. “I was just doing what anypony would have.”

“And the fact that you think that at all, gives us all so much hope. Because it means you have faith in your fellow ponies, some might say misguided faith, and I think even you’ll admit there’s a lot of ponies hurt enough, desperate enough, to do bad things now… but it means there’s still the spirit of better times out there," Cadance smiled at him and he couldn’t help but look away, cheeks burning hotly.

Slowly she released her hug on the fillies, letting them sort themselves out into a line next to her. “The portal won’t stay up for much longer, and it’s high time we get back," she gestured to the night black gateway and the fillies began to file towards it, all but Sally who with a questioning look to Cadance, instead approached Granite.

“I wanted to apologize, if you felt we mislead you, or lied to you outright. We had a job to do, and it was our duty to see it through. After what you did, we couldn’t leave you," she leaned up to nuzzle him softly. “Whatever you decide, we’ll understand, but I hope you’ll come stay with us. I-if not… then I wanted you to know how... special our time together was… for all of us,” with that she spun away and headed through the portal at near a dead run. The others giving him wistful smiles or soft winks before following at a more sedate pace.

Cadance watched them go with a gentle smile before turning back to face the stunned earth pony. “Which brings us to you, and your options here. I’ll be honest, we need good ponies with management experience. The filly scouts are young and a little headstrong… they need careful and empathetic leadership, and I’m too busy to provide all they need. That being said, I understand if you’re suspicious of the offer… if you don’t feel you can trust us, then I’ll provide the cost for transport wherever you wish to go now, wherever you’d like to start over.”

“You want me to be your… Scoutmaster?” Granite asked, finding his voice rather gravelly with emotion… Sally’s departure had been… hard. He’d almost tried to grab her and prevent it, and part of him was even now regretting not having done so. She was his and she had been crying, and he wanted nothing more at that moment than to dry those eyes.

Cadance’s eyes lit up at that title. “Yes, exactly. Someone to see to their comfort and their needs. To organize their missions and provide oversight on the intelligence they bring back. I have it on... good authority,” she gestured towards his cutie mark with a grin. “that you possess many skills that would be helpful for this role.”

“You’re… offering me a job… looking after five fillies that banged me senseless less than 24 hours ago..” he restated the gist he was getting, still trying to make it seem real in his mind.

“Oh! No, no no no…” he relaxed a hair as he awaited the return of sanity. “I’m offering you a job looking after the entire troupe of scouts, not just one team. They’ve their own barracks now. And they’re going to look at such a handsome and well mannered stallion and start working out the priority of who gets to ‘bang you senseless’ next,” her response delivered with a playful giggle that did nothing to help his mournful realization that sanity would not be arriving like he thought.

He couldn’t help it… he giggled. Lifting a forehoof to rub at his face. “You understand how nuts this sounds right?”

“They all look absolutely adorable in panties.”

He huffed at that. Sure, go for a newly exposed weakness! “I don’t know what to say…”

“They want you. I want you. What gives you pause in saying yes?”

Granite considered for a moment his mind working overtime. “I assume that saying yes is pretty final. I go with you, this is for the long haul. The starting of an entirely new life… I put my mother on a train to Ponyville. I’ve not heard from her since, and hope she’s alright. I want to find out where she is, how she is, and be able to renew contact. I won’t accept if this isn’t possible.”

As he spoke, Cadance’s smile grew in slow stages. “The fillies warned me that you were both intelligent and cautious. Yes, coming with me is fairly final. But it doesn’t in any way prevent you from gathering information on the status and whereabouts of family. Nor will it prevent you from going to her personally once you know. In fact, for your acceptance, I’d make such information gathering a priority. I’d say you’d have an answer inside a week, which is faster than I’d think it’d take you to track her down on your own.”

Granite took a slow breath. “So, I come with you, I get to utilize this spy network for my own purposes in addition to yours. And when it’s put to use in a way I disagree with?”

“Interesting that you term it a ‘when’ instead of an ‘if’. You anticipate disagreements about how I use my filly scouts?”

“If I agree… they’ll be mine, just as much as yours. I’ve met five of them, and they were in dangerous areas, doing potentially dangerous things. I already realize I can’t keep them safe, not entirely, so what do I do when they are hurt for purposes I don’t see as worth it?”

“Mmmhmmhmmm, you’ve taken this 'daddy' thing to heart, haven’t you?” Cadance murmured in a teasing voice, causing him to catch his breath in surprise. “No, don’t misunderstand me, it’s a good thing, a very very good thing. I want someone who is completely invested in their well being, understanding that they are both fillies who need to be looked after, and soldiers in a very nontraditional sense. I cannot say they will never be put in danger. I can say that I treasure them deeply, and woe to the bastard who harms one hair on their manes. Promising more than that is not something I can do.”

The portal rippled, for the first time making a faint hissing sound before it stabilized. Cadance gave it a glance. “Our time is nearly up. I’m afraid I must ask for your answer.”

So many questions, so many reasons to say no. This was madness, pure and simple. Yet the memory of the twins clinging to his sides, of the feel of all five of them snuggled against him under his blankets. The… the joy he had with them in his life, and the greyness that had been there before. He’d almost forgotten what life was supposed to be like… and despite the oddness of the moment, this was too big a production to be put on just to trick him. What would be gained by going this far, putting on this kind of show, just to put one over on a random earth pony from Stalliongrad. He’d no doubt Cadance could have just dragged him through the portal if she wanted.

His cooperation was needed. He thought of Sally’s parting comments. She hoped he would stay… her hurried departure. It felt genuine… it felt real. Life had felt like a bad dream for years now. This felt honest, and that was something he thought he could live with, whatever the consequences.

“What do I need to do?” he asked, clearing the harshness that had settled upon his voice with a cough. “How can you trust me so freely?”

Cadance only smirked and gestured to the portal. “Step through, and see for yourself that I’m telling the truth. Your fillies are waiting just beyond it for us.”

Willing his hooves not to shake, he walked up to the gateway. Eyes straining to see what she said was behind it, just a glimpse of the fillies… that would have been enough. But there was nothing, not even a hint of a reflection either. It was an impermeable, matte black barrier. Hesitantly he reached out a hoof, only to pass through it without resistance of any sort. It tingled some, but otherwise caused no sensation that anything were there at all.

Please don’t let me be a foalishly trusting idiot… With a final sharp breath and a lurching lunge he all but threw himself through the strange gate, eyes shut tightly, expecting the plunge to result in a drop, or fall, or some other prolonged sensation of strange magic. The immediate impact of his forehooves against polished stone had him almost tripping over himself before he came to a halt. He blinked his eyes open, finding himself in a brightly lit courtyard between soaring towers that were very much the shape and size of Canterlot castle as he’d seen them from the distance.

He had barely registered the new location when a sudden impact to his chest set him back, hoofs scrabbling on smooth polished stone before he sat ungracefully, a sobbing earth pony filly clinging to his chest. “You came… y-you came..” Her broken litany continued even as he wrapped her in a powerful embrace, burying his nose in her mane. Only dimly aware of warm bodies pressing in against him as he comforted his dear Sally.

A shiver of nerves relaxing passing through him as he breathed deeply of her scent, letting it settle his roiling belly. His fillies were here, all was right. He could do anything, and face any challenge so long as that were true. “Of course I did. I am your daddy after all,” he murmured hoarsely against her ear, just making her clutch at him tighter.

“You should have seen her panicking,” Wisp murmured softly, stroking a gentle hoof along the earth ponies shaking neck. “That’s our Sally though, the responsible one and the pessimist. She’d convinced herself you were gonna say no,” the pegasus giving a little giggle, though Granite could see the tears pricking her eyes and the little shudders of her wings that spoke eloquently of her own tension of that moment.

By the time he became aware of a smiling Alicorn gazing down at him and the absence of an inky black portal of ultimate creepiness he had gathered all five of his fillies into his embrace and wasn’t sure he’d ever let them go again. Squeezing his own eyes shut against a telling wetness in the corners he just clung to them as tightly as they were clutching him.

It took gentle persuasion and some teasing threats to break their little huddle. All of the fillies giving him loving kisses and nuzzles before the others herded a still tearily relieved Sally off towards the barracks. Cadance explaining that he would be joining them shortly, they just needed to complete his entrance interview first.

Following the regal Alicorn through the complex, across walkways and through passages teeming with activity… earth ponies, unicorns, pegasi… and several species he couldn’t identify, but that gave off a hint of the infernal just as Cadance did, packed the walkways, all respectfully making a path for her and her guest. He felt a thrill of excitement, so much going on, so many ponies, all different tribes… together in one place again!

It was true. It was all true!

***

"So where are we going," Granite asked as Cadance lead him through the palace.

The alicorn giggled against his side, her wing draped across his back making sure every possible inches of their bodies were touching. "My office," the mare said, still giggling.

The mare's teasing tone sent confusing mixtures of fear and excitement running through him. He was powerless against her, she could quite literally do whatever she wanted to him and he wouldn't be able to fight back in the slightest. But yet, he still found himself trusting her. So he didn't resist as they turned corner after corner, silently enjoying the sensation of the alicorn's delightfully sinful body against his, her tail twisting around his in an old earth pony display of intimacy.

"Here we are," Cadance said, guiding Granite to stand in front of a large, decorative door. Her horn litup, pushing it inwards as she led him through the entrance into her… bedroom?

"Wha-" Granite started to say, only to be interrupted by Cadance shoving her tongue into his mouth. Immediately, Granite felt a haze of lust and arousal settle over him. The girls could kiss, but what Cadance seemed to be doing now seemed to reach right down into his soul. Her tongue seemed to be everywhere, coaxing his into a lustful dance as Cadance pushed forward, causing the stallion to back pedal as he tried to continue the kiss. He barely noticed as she stripped his saddle bags from him, tossing them elsewhere in the room. A short while later his felt his back legs bump up against something, yelping as Cadance suddenly grabbed him around the barrel and heaved him upwards.

He grunted as he crashed onto one of the softest, yet springiest, mattresses he had ever felt. Panting heavily, he looked down his body, past his already hardening cock, so a devilishly smirking Cadance. Slowly, she turned around, revealing her divine plot to his hungry gaze. Slowly, she waved it back and forth in a hypnotizing motion, his eyes not leaving the slightly jiggling flesh for an instant.

Cadance looked over her shoulder, smirking at the entranced look on the Stallion's face. Oh how she loved to do this! Bringing an unexpecting stallion to the pinnacle of pleasure, even more so when they deserved it as much as Granite did.

"I know every little kink you have Granite," she purred, her tail drawing attention to her taught cutie marks. "But some are more obvious than others," her horn litup, flashing a pair of lacey, crotchless panties onto her plot. Immediately she felt the stallion's lust spike upwards, his breath coming heavier as she bent down, flicking her tail over her back to make sure he had an unobstructed view. Chuckling, she made a mental note to have a pair made for every filly scout, it would make a nice surprise.

"I'm the Archdemon of Lust, Granite," Cadance purred, stalking up onto the bed. She bent down, placing her head at the base of his shaft and trailing a single, long lick up his length. She didn't stop, continuing to lick up his chest, his neck, his chin, as her body followed, her silken fur rubbing against his length. Now standing above him, Granite felt his heart racing as Cadance's eyes glowed orange, the orbs seemingly staring right through his own. "Your interview, is this," she bent down, capturing his lips with hers once again as she dropped her body down, laying the entirety of her weight on his muscled form.

Granite moaned into the kiss, his body flexing as his shaft was trapped between their bodies, smearing precum over both their chests. Cadance's presence was overpowering, the torrent of power coming from her sweeping him away in a torrent of pure desire. His entire world boiled down to their intertwined mouths. Her wings extended outwards, surrounding them in a downy prison. They kissed for an eternity, murmuring sweet nothings to one another as they regained their breaths, only to crash their lips back together as soon as they were able.

Eventually however, Cadance pulled away, smacking her puffy lips appreciatively. "You're as good a kisser as the girls made you out to be. A touch inexperienced, but I'm sure your girls will take care of that pretty quickly."

Granite took a few deep breaths, the heady scent of the alicorn filling his senses, but still managed to scrape together his thoughts enough to respond. "Thanks, and I'm sure the girls will get right on that."

Cadance looked down at him, no small amount of surprise in her eyes. "I'm shocked that you still can respond, most stallions would be too far gone by now to even understand what I'm saying."

Granite chuckled, giving the beautiful mare a smile. "Well, my mom always did teach me the better part of restraint."

Leaning back down, Cadance gave him another quick peck. "Well, we'll have none of that here. But still, it is something to be admired," she cocked her head. "You know those cookies the girls fed you?"

Granite's brow furrowed. "Yeah? The thin mints?"

Cadance nodded. "Mhm. Those boxes were made special by Pinkie Pie, the Element of Laughter. They have enough magical aphrodisiacs and corruption in a single cookie to quite literally drive a weak willed stallion to cum on the spot. The scouts are instructed to never use them except under certain circumstances, but I doubt even they know how strong they really are."

"So they gave them to me… to make me easier to seduce?" Granite asked, not quite sure what to make of this revelation

"Please don't think less of them for that. By that time, they were pretty sure that you were a stallion worth taking back with them. At first they thought that the constant contact with the twins, two fully corrupted teenagers, would be more than enough. They were pretty surprised when you didn't start humping them as they showed you their cutie marks," she traced his jawline with a hoof. "They wouldn't have gone through the trouble of getting you here if they didn't care."

Granite let out a sigh, hrming as he sorted out his thoughts. Was he annoyed that the girls hadn't been entirely truthful with him? Of course. But at the same time, look at where he had ended up because of it. Slowly, a smile spread across his face, whatever their methods, he could forgive them, but maybe he could give them a proper 'punishment' for lying to him later. Maybe a few spankings were in order…

Cadance bopped him on the forehead, bringing his attention back to the present. "I know that look buster. You can think of perverted things to do to your fillies later."

Granite chuckled, "Alright. And having heard that, I'm sure they were responsible for the window opening as well?"

Cadance nodded her head. "And I'm quite impressed with Emerald, casting a spell, even a quick telekinesis one like that, without her horn glowing is quite an accomplishment. I'm sure the girls are properly rewarding her as we speak," she pressed on through the lustful thoughts that started to spill from the stallion. "And that brings me to my last point: why I could trust you so easily."

"Last night, when you fucked Emerald for the first time, she kind of gave me a magical piggyback ride through it. You're mental defenses were down, so it was easy enough for me to search through your mind for any hidden agenda. I feel bad for breaching your privacy like that, but I hold our girls safety in as high regard as you do."

Granite paused, trying to make sense of this. So she had read his mind? Without his consent? His first reaction was to get angry, but still, for the safety of his girls, he would probably do much worse.

"I understand if you're mad at me, but I need your final answer if you're going to stay here and work for me," she wriggled around, smearing her marecum over his shaft, which hadn't softened in the least. "I can still get you to Ponyville, but you would have to leave now. Consent is important to me, but if you stay here for any longer I won't be able to hold myself back."

Granite looked upwards, the struggle clearly evident on the mare's features. Lust warring with her desire to do what was right. He swallowed thickly, both at being faced with such an important decision once again, and at causing such a distraught look to appear on such an amazing mare. Steeling himself, he craned his neck upwards and pressed his lips to Cadance's, sealing his fate at the same time. Immediately Cadance let out an ecstatic moan, slipping her tongue into his mouth in an attempt to describe the joy she was feeling. Granite returned the kiss wholeheartedly, doing his best to show how he didn't regret his decision.

In a smooth motion, Cadance lifted herself upwards, nestling his flaring cockhead into her nether lips as she kept her lips pressed to his. She wriggled around for bit, insuring the perfect angle for penetration, than in a single motion sat herself down, spearing his entire cock into her in one fell swoop.

Granite moaned into the kiss, his head spinning as he was suddenly buried in Cadance's pussy. The sudden penetration left him dizzy, it had taken minutes of work to fit even half his shaft into any of his girls, Sally being the only one who could take a significant part apst his medial ring. But Cadance's hungry marehood swallowed him effortlessly in a motion that spoke of centuries of practice.

She was so warm, so wet, her muscles rippling around his length in just the right way to drive him up the metaphorical wall. Her tail was lashing against his balls, the strands causing more pleasure that he ever thought a tail would. Slowly, Cadance lifted herself upwards, his flare grinding against her inner walls as inch after marecum soaked inch of his cock left her. When the medial ring finally popped past her nether lips, Cadance paused for a second, savoring the writhing stallion beneath her, before lowering herself at the same, languid pace.
Granite couldn't help but moan deliriously as he tried to continue the kiss, the ecstasy of such a perfect marehood surrounding his cock clouding his lust-filled mind.

Breaking the kiss, Cadance kept up her easy rhythm, slowly fucking herself on the stallion's rod. "The key here Granite, is for you to trust me. If you don't, both of us will leave here unsatisfied," she purred into his ear. "But if you do, I'll drive you to heights of ecstasy you can't even conceive of."

Her voice was so full of promise that Granite thought he could cum from hearing it, but he held himself back despite the alicorn's inner muscles milking his shaft for all they were worth. His eyes locked onto hers, the glowing orange orbs once again seemingly staring straight into his soul.

"I trust you…" his voice trailed off, unsure of what to call her, 'Cadance' no longer seeming right.

The alicorn leaned down, purring into his ear. "Call me mistress."

Granite's entire body clenched, a huge spurt of his pre blasting into Cadance's depths. The stallion moaning as the alicorn gave him a predatory grin. "Such a good little colt," she cooed, her horn lighting up. Suddenly, Granite felt his hooves stretched to the four corners of the bed, some type of fabric wrapping around them to keep them spread. Panicking slightly, he looked to the side trying to see what Cadance had tied him with. The fabric was in fact his girl's panties, taken from his saddlebags, wherever they were.

"Careful Granite," Cadance cooed, drawing his attention back to her. The fifth pair of panties was floating next to her in her magical grip. "A big strong stallion like you could easily rip a pair of panties if you wanted to, and I don't think your girls' would appreciate you ruining their gifts," she leaned down, bringing her face inches from his. "The only way you're going to stay tied up, is if you want to be."

Granite groaned, struggling slightly, but nearly enough to free himself. He had no idea what to say, he had never been in a situation even close to this, And the constant pumping of Cadance's hips weren't doing him any favors. His mind cast back to what they just discussed, trust. He didn't understand why nor how, but he couldn't deny the arousal flooding his system at being tied like this, being dominated.

"If you were serious about trusting me Granite, I'm going to stuff these panties in your mouth. And then I'm going to have my wicked way with you. But you have to tell me, were you serious?" Cadance said, looking down at him, still fucking herself on his shaft.

"Yes… Mistress," Granite said before he could think about it, a lance of pleasure lancing up his spine as he said he addressed Cadance by the title commanded of him.

"Such a good little colt, I think I'm going to have to give you a special treat," Cadance said floating the panties behind her.

Granite moaned as he felt the panties rub against the base of his shaft and balls, smearing their combined musk and juices all over the fabric. There was so much, it only took a few wipes before the fabric was saturated, dripping with their mixed essence. Smirking, Cadance brought it to his lips, a few drops dripping onto his muzzle. "Open wide." The stallion did so, stretching his mouth as wide as he could. "Good boy," she said as she stuffed the panties in his mouth, gagging the stallion.

The taste of himself and Cadance warred for dominance on the stallion's tongue. His salty and musky, hers sweet and heady. Muffled groans escaped his mouth, but any words he wanted to say were easily silenced by the sex-covered fabric. Cadance leaned back, planting her hooves on his chest as she increased her pace, her crotch slapping against Granites own.

"One thing the girls also got right," Cadance groaned out, grinding her clit against Granite's fur. "Is that you do have a beautiful cock," she said, humping her plot in small circles to grind his shaft on her inner walls. "Get ready Granite," she purred. "I'm going to give you a ride this dick always deserved." With that said, she sped into a blur of motion, lifting herself upwards and plunging herself back down every second.

Granite was moaning continuously, Cadance's inner walls were stretched tight around his shaft, the mare's nectar running down his balls and over his sphincter. He thrust upwards mindlessly, his movements limited but certainly not lacking in intent. Her insides were like velvet, wrapped around his cock like silk. Cadance giggled as the stallion tried to fuck up into her, unable to get a satisfying thrust due to his tied forelimbs. The stallion's eyes were wild and untamed, already hints of orange beginning to appear. She leaned back, placing her hooves on his hind legs for support as she changed her riding style.

She varied her technique, sometimes lifting herself up and down, sometimes grinding in small circles as she gave Granite her all. Reveling in the sight of the stallion's face twisting in pleasure as she rode him for all she was worth. On and on and on it went, the stamina of a lust demon kicking in as she continued her rhythm for far longer than any normal pony should be able to. She would alter her angle of penetration constantly, making sure to hit every one of her sweetspots she could.

Once again, Granite was set adrift in a sea of pleasure. His senses dominated by the mare above him. His world devolved into the sensations battering his dick, Cadance's infernal pussy gripping him in ways he didn't think possible. Periodically, his cock would twitch mightily, sending a torrent of pre into the mare's depths. He could feel his drool running down the side of his face, unable to swallow due to the panties in his mouth.

Cadance craned her neck upwards, moaning she moved up and down. Granite's cock was big enough to hit every sweet spot inside her. Her clit ground against his bulging veins, sending lancing bolts of pleasure up her spine. She could feel his powerful heartbeat in is throbbing shaft, his veins bulging outwards against her in just the right way. His flare was scraping against her inner walls, his medial ring spreading her spreading her pussy over and over again. Mmm it would feel so good when he finally came, blasting his seed into her womb as they tumbled over the edge together...

Suddenly, Cadance stopped, Granite groaning in frustration at the action. Granite looked at Cadance, pleading through his eyes, desperate for her to start humping once again. Smirking, she caught his attention with her hoof, slowly trailing it down her lithe neck, Granite's eyes following it dutifully.

"You know Granite," Cadance said as she traced her body, making sure Granite's eyes took in her every curve. "Your girls were able to give you this," she purred, tracing her obscenely spread nether lips. Smirking, she spun around with his dick still buried inside her, Granite moaning at the action. She bent forwards, flicking her tail over her back, tracing the curve of the panties against her plot as the stallion's eyes devoured the sight. She gave her plot a healthy spank right on the cutie mark, setting the fleshy mound to jiggling. Moaning slightly, her hoof traced inwards. "But I'm sure none of them gave you this," she said as she spread her puckered ponut. Immediately, Granite moaned, straining against his bonds.

"Uh uh uh," Cadance admonished him. "Don't break those panties Granite, the girls wouldn't appreciate it." The stallion stilled, his nostrils flaring, his eyes dilated as he looked at her. "That's a good colt. Now, I'm going to take those panties out of your mouth, and you're going to tell me," she brought her hoof to her pussy, "if you want to cum here." Then to her ass, pulling outwards slightly to expose the hidden treasures within. "Or here. Understand?"

Granite nodded his head, and Cadance's horn litup as she pulled the balled up panties out of his mouth, the fabric soaked in both ihs saliva and their remaining sexual fluids. "Well?" she asked, giving her plot a shake.

The stallion gulped, "I would like… I would like to cum in your ass… Mistress."

A predatory grin spread across Cadance's face, the panties floating downwards. She quickly wiped up the fluids covering their intertwined sexes, making sure it was good and covered before she brought it back to Granite's mouth, the stallion opening wide without instruction as she muffled him once again. "Good choice."

Cadance brought herself forward, dragging his cock out of her in a single motion. The flared head slipped out of her with an audible pop, his shaft bobbing upwards as she sandwiched it in between her her ass cheeks. She shifted downwards, bringing the head to her puckered asshole. She began to push backwards, her magic making sure it would penetrate, only to stop just as she started to spread around him.

"I think I need a little more attention before we do this," Cadance purred, pulling the panties out of Granite's mouth. Before he could say anything, she planted her ponut directly on his mouth, shuddering as the stallion's tongue lashed across the crinkled flesh. Granite's eyes rolled back in his head as Cadance settled her weight down, making sure his head was enveloped by her plot, the panties rubbing against his cheeks.

Granite obeyed the unspoken command, laving Cadance's ass with attention. Never would he have thought he would do this, but right now, he wouldn't rather do anything else. He could taste both his pre and Cadance's nectar on her soft skin, spreading the lubrication around her rear entrance.

"Don't forget the inside," Cadance giggled, shifting slightly to allow him easier access.

Granite hesitated for only a second before pressing his tongue against her puckered star, the lithe muscle slipping in with barely any effort. Cadance moaned appreciatively as she felt his tongue lash against her insides, covering her inner walls with lube. Oh.. he was good at this, she looked down as his cock let out a mighty spurt of pre across her chest, and he seemed to be enjoying it as much as she was. She made a mental note to explore this later, but right now, her ass was crying out to be stuffed by hard, aching cockmeat.

Cadance lifted herself upwards, pulling her ass away from his questing tongue, the stallion letting out a whine of protest. "Oh shush," she replied, quickly stuffing his mouth with the panties once again. "We have all the time in the world to experiment and play together, but right now, I need my ass to get a thorough rutting." She brought his shaft in line with her ponut once again, and slowly began to sit herself down, moaning as her rear entrance spread around his massive flare.

Granite moaned along with her, the fleshy ring of her ass clenching around in in a death grip. Slowly, inch by inch, Cadance lowered herself, her ass clenching even tighter around him than her pussy did. At times her ass would clench down so hard she couldn't move, the alicorn gasping in pleasure.

"You're bigger than I thought," she moaned out, eyes scrunching up as she continued to feed more cock into her.

Slowly, Cadance worked herself downwards, having to lift herself up a few inches at times before lowering herself back down. But, as the seconds ticked by, she made progress. His medial ring proving another obstacle to overcome, Cadance gasping as the fleshy ring bumped against her rear entrance. But, after a second try, Cadance's experienced ponut managed to spread around it, enveloping it the damp heat of her ass.

Once she got over that hurdle, it proved easy to work her way down the rest of his shaft, Cadance letting out a pleasure-tinged sigh as she finally sat down on Granite's lap, his cock completely buried in her. her glorious plot was spread outwards from her weight, creating an image that Granite would likely never forget. Her sphincter was stretched taut around his shaft, the fleshy ring visible even now.

"Mmm.. so good," Cadance murmured as she leaned forwards, making sure Granite had an even better view of her glorious plot, barely contained by the crotchless panties. Slowly, she raised herself, dragging his cock out of her ass as they both let out matching moans. She kept going when his medial ring popped out, until only the flared head was still buried inside her. Then, in a single, smooth motion, sat herself back down.

Granite flexed upwards, his cock twitching in Cadance's depths as the mare's plot slapped against him, his cock once again hilted in the alicorn's ass. The alicorn started riding him in short thrusts, raising her plot a few inches before burying it in her depths once again. Granite watched, entranced, as the mare's plot jiggled with each impact, the meaty mounds just begging to be worshipped. He grunted with each impact of her ass against his groin, the mare showing off her alicorn strength as she pounded down onto him.

Seamlessly, Cadance switched to longer thrusts. Each one dragging a few more inches of Granite's shaft out of her before she thrust herself downwards. She planted her hooves on Granite's hind legs, using the new position to hump down even harder. The mare was moaning along with the helpless stallion, revelling in the feeling of having her ass stretched so perfectly. It was one thing to get such a deep pounding from a demon, but to get one from a more-or-less normal earth pony was a special treat.

Granite writhed against his bonds, unable to keep still as Cadance's ass milked his cock. Her muscular insides trying to wring every last drop of cum from his swinging balls, rippling around his length in almost indescribable ways. He all but screamed when Cadance slammed herself down with almost enough force to sting, grinding her plot against him.

"Don't hold back Granite," Cadance cooed, punctuating her sentence with another hump. "Just give yourself to me, my little pony. Give me everything," the mare's eyes glowed as magic infused her words. Lighting her horn, she magically fondled the stallion's heavy balls, making sure they were ready to release their creamy load.

This time, Granite did scream as he was overwhelmed by sensation, Cadance's speed doubling as the tingling message of magic surrounded his balls. He tried to hold himself back, desperate to experience this pleasure for eternity, but the alicorn's command was not to be denied.

With a single, long, hoarse groan, Granite began to cum, spilling his seed into Cadance's hungry ass. Stars exploded in Granite's vision as an all consuming ecstasy consumed him. All sense of being seemed to leave him, his existence devolving into simply pumping a never-ending stream of cum into his mistress' ass. His pulled up massively against his crotch as his powerful muscles clenched and released, sending enough cum outwards to impregnate over a dozen mares. A brief spike of panic started to rise in him as his orgasm continued for far, far longer than it should, and what felt like tendrils of something began to creep through his body. But as soon as he heard the calming murmurs from his mistress, the tension immediately fled his body. Not resisting as the tendrils penetrated him to his core, surrounding whatever as there.

Slowly, Granite came back to himself, once again becoming conscious of his body inch by inch. He was panting heavily as his vision focused in, revealing a smiling Cadance sitting still with his cock still buried in her ass. Slowly, she pulled herself upwards, her ass clenching mightily around his shaft as not a single drop of his cum escaped. When his flared head popped out of her ass, for a split second Granite could see the white of his cum in her ass, but soon her ponut closed back up, sealing it inside.

"Mmmm… such a good little colt," Cadance cooed, sitting back down and sandwiching Granites still-hard shaft in between her ass cheeks. "Pumping your mistress full of your cum just like she wanted." She turned around, shuffling forward until her face was above his. Smiling, she looked down on his panting form, sweat running down his forehead while she didn't haven have a hair out of place. He didn't resist as she snuggled herself on top of him, giving him some affectionate nuzzles as well.

"I think I'm going to enjoy having you around," she murmured into his ear. "If I can manage to wrangle you away from the girls that is. I think I'm going to have Pinkie cook you up some special cookies to make sure you can keep up."

His response was a few muffled grunts.

"Oh, forgot about that. Sorry," Cadance said as she lifted a hoof and pulled the panties out of his mouth, placing the fabric next to them on the bed.

Granite swallowed thickly, clearing his mouth of the mix of drool and sex that had pooled there. "Don't worry about it," he said, his voice slightly hoarse from all his moaning.

Cadance giggled, planting a quick kiss on his cheek. Her horn litup, untying the stallion. Immediately he stretched mightily, working out the kinks that had developed. "I hope you had fun," she murmured as she wriggled on top of the stallion, noting his cock hadn't softened in the slightest.

Granite nodded, chuckling as Cadance peppered his neck with nibbles and kisses. "It was… eye opening," he finally decided on saying, not knowing how else to describe it.

Cadance let out a knowing giggle, shifting slightly on top of him. "Oh, you're going to be saying that plenty while you're here. You're in Lust's domain now Granite. If something turns you on in the slightest, somepony will capitalize on it," a predatory grin spreading across her face. "Just. Like. This."

Granite's eyes opened wide as he felt something poke him at the base of his shaft, leaving a sticky trail of something behind. Still smirking, Cadance leaned back, exposing her own rock-hard shaft to Granite's shocked face. His heart thundered in his ears as Granite locked onto the flared head of Cadance's member, the slit already drooling a healthy amount of her pre onto his own shaft. It was pink in color, and just about equal in size to his. Slowly, Cadance ground her shaft along his, smearing her pre along his length until her own drooping sack squished against his.

Cadance giggled as Granite's mouth opened and closed a few times, something between shock and arousal on the stallion's face. She pulled back, pressing her shaft harder into his as she rubbed her cock along the lubricated path she left behind moments ago. "You like?" she said, pushing forward until her balls were resting against his once again.

"How?" Granite eventually managed to say, his eyes still staring at the alicorn's shaft.

"Perks of being a demon," Cadance responded, still working an easy pace.

Confused signals were speeding through Granite's mind. He hadn't really been prepared for something like this happening. But, like before, he couldn't deny the rush of arousal coursing through him as he looked hungrily at Cadance's shaft. His own member let out a mighty stream of pre, splattering against his chest messily.

"There we are," Cadance cooed, grinding their cocks together a little harder, a little faster. "I know this turns you on Granite. I know each and every one of your desires, your kinks. Those thoughts you only entertain when you're so horny you can't think straight. I know when you feel particularly adventurous, you put your head on the floor and prop up your plot with your bed, and suck yourself off. I know that when you're on the edge of cumming, you can't help but ask yourself 'what is this wasn't my cock I was sucking?'," Cadance chuckled, pressing their balls together, smearing a mess of pre between the two sacks before continuing forward, inching her cockhead towards Granite's slighty open mouth. "Well, here's your answer Granite… you'd still suck it."

Granite moaned as Cadance's cockhead pressed against his lips, smearing her musky pre across his muzzle. But, he didn't hesitate to open his mouth, suckling Cadance's flare inside. Immediately the taste of her pre filled his mouth, his eyes rolling back in his head as the salty taste invaded his sense.

"Such a good stallion," he heard Cadance murmur as he gently suckled at her tip, trying to milk out more of her delicious pre. He let out a grateful moan when his wishes were granted,a huge spurt of liquid ambrosia filling his mouth. Slowly, he began to bob his head back and forth, reveling in the act of serving his mistress. He could only take a few inches at a time due to his position, but he made the most of it, lashing his tongue back and forth across the throbbing surface.

Considering the soft gasps his actions drew from her, she was quite enjoying his efforts. Her flanks began rocking slightly, shifting to meet the slow bobbing of his head. The movement drawing her amorphous tail back and forth along his own achingly hard shaft. He shuddered and huffed a gentle muffled moan around her. His forelegs wrapping around her middle, holding her against him as he worshipped her cock.

How long they stayed like that, he lost track of entirely. But eventually, too soon in his estimation, she slid down his body again, shaft leaving his lips with a soft moist pop as she settled atop him once more. “Mmmmmm, that’s my stallion.” She whispered, tongue gliding across his gasping mouth, tasting herself on his lips. Her cock pressed wetly against his own, both pulsing in time with their heartbeats.

It was nice. Granite blushed as that observation occurred to him. It was sexy and arousing and… nice, to have a hard cock pressed to him so. He felt an odd tingling thrill at the idea of having made somepony so exquisitely hard. Having tasted them, and loved every moment of it.

A soft chuckle only deepened the burning of his cheeks. “Mmmmmh, like it, don’t you?” The archdemon purred into his ear, rubbing her pillowed balls to his as she shifted erotically against him. “It’s alright, there’s no judgement of pleasures here. Just savouring them.” She gasped lightly as he reached down to slip a hoof between them. “Let me show you h-how much I do.” He rumbled huskily, even as he blushed at the uncharacteristic line coming from his lips. He gently ran the top of it against her, tracing it with the lightest of touches as she lifted up a little to give him room. His big, coarse hoof seemed too clumsy and unkempt to attempt to stroke her off however. He’d have to find someone to help him care for them better, to better be able to please his mistress.

And yet the desire to make her cum was powerful, the arousal he felt demanded it. He slowly leaned up to nuzzle her chin, extending his tongue to lap at it softly. “Mmmmh, l-let me up please, mistress.” He murmured, a part of him growing nervous at the thought of what he intended.

Giving him a soft, understanding grin, she slowly slipped off him, settling to her side and drawing a delicate hoof up and down her throbbing member. How? How did she so effortlessly become a source of such perverse desire for him? His breath catching in his chest as he slowly turned onto his belly, pinning his own erection between himself and the bed. Her eyes looking him over so hungrily… was this what his fillies felt like with him? The thought made him shiver at the erotic thrill. Did he make them feel desired like this?

“What now, handsome thing?” She purred teasingly, grinning at the continued darkening of his blush. And his nervousness returned to plague him. She was big! Could he really bring himself to… Swallowing his hesitation, he scrambled slightly clumsily to his hooves, leaning in for a tender kiss, communicating his nervousness unknowingly in the act. “I… I want to give you something.” He whispered, he felt hot… lathered in sweat already, his body unable to rid itself of the heat within.

“Mmmmm, what’s that, darling?” She cooed in response as he backed away from her a pace. He turned, stumbling a little bit and blushing at the clumsiness. Still, this wasn’t something stallions learned to do usually. He thought back to what Sally had done the night before, and how it had affected him. Slowly he let his forelegs fold to the bed, keeping his hindquarters rigid as he carefully flicked his tail up and over one flank, presenting himself to his mistress. Something in the act making him feel so vulnerable, so desperately naked.

"Please mistress," he found himself saying. "Fuck your pet's virgin ass." Granite let out a deep sigh as something seemed to break inside him, unnoticed tension fleeing from his body.

Cadance smirked as she saw the stallion's eyes start to glow a smokey orange, signifying his final surrender to the corruption filling his soul. She stalked forward, letting her hot breath wash against his sensitive skin as she looked over the presenting stallion. "Such a beautiful pet," she said huskily. "Beautiful cock," she brushed against his shaft. "Beautiful plot," she gave his cheeks a healthy spank, reveling how the muscular flesh felt under her hoof. "And a beautiful ass," her muzzle rubbed against her crinkled star. "You're mine now Granite. Serve me well."

Granite moaned with every sentence, her words fulfilling him in ways he never thought possible. He nearly came on the spot when he felt Cadance settle on top of him, her hooves planting themselves on either side of his head. He crooned in response as she let out appreciative murmurs, whispering sweet nothings into his ear. he felt his heart quickening in anticipation, just waiting for his mistress' cock to press against his asshole.

"Relax," Cadance cooed in his ears as she nestled her shaft against his puckered ponut.

Granite squeezed his eyes shut, all of his senses keyed into his rear end. He could feel Cadance's shaft twitching against him, smearing her pre all over his back entrance. Slowly, Cadance pushed forward, increasing the pressure bit by bit until he felt his sphincter start to spread, his mistress's flair pushing its way into his clenching ass. He bit back a groan as a sharp twinge of pain shot through him, his sphincter tightening around the shaft splitting it.

"Shhh," Cadance murmured as she affectionately massaged his sides, doing her best to work the tension out of his body. "You have to relax Granite."

Granite sucked in a pained breath, his eyes watering as another twinge lanced from his stretched ass. He forced himself to breath deeply, trying to calm his racing heart as he tried to relax his clenching ass. But it wasn't enough, and he bit back a groan of pain as Cadance slipped another inch of her cock into him. His forelegs were shaking as he tried to hold his position through the pain, not wanting to disappoint his mistress.

"Relax," Cadance said directly into his ear, her voice reverberating with magic.

Immediately Granite felt tension bleed from his as her magic coursed through him, centering around his clenched asshole. Bit by bit, Granite felt his muscles relax, slowly releasing the death grip they held around Cadance's shaft.

"I'm sorry, Mistress," Granite said, fighting back tears at the thought of disappointing her.

"Oh Granite, I'm not mad," Cadance cooed as she nuzzled him. "It's your first time, you're doing great. I'm so proud of you right now."

Granite couldn't help but smile at Cadance's praise, a feeling of satisfaction blooming in his chest as he heard he had made her proud. He took a deep breath, focusing on relaxing his muscles as Cadance slowly speared into him. He could feel every vein on her throbbing shaft as, inch by inch, she stretched his passage. It seemingly went on forever as the sheer amount of dick-flesh being forced into him surpassed his wildest expectations.

"Here comes the medial ring Granite," Cadance said, the fleshy ring pressing against his asshole moments later.

Granite could barely believe what was hearing! It already seemed like he was about to burst from the massive amount of dick stuffed up his ass, and he wasn't even halfway yet!? But Cadance's progress was not to be denied, and he as he felt himself spread wider, and wider, and wider. Finally, when it seemed like he would be split in two, the ring slipped inside, spreading his passage wider than he ever thought possible.

"Such a good little colt," Cadance cooed. "You took me so well right there." She didn't slow down as she spoke, sliding more of her shaft into the stallion's tight ass as she reassuringly pet his side.

Granite bit his lip, nodding his understanding to the mare mounting him. He held his breath as the final inches of Cadance's cock were forced into him. Finally letting out his breath as the mare's crotch pressed up against his plot.

"How do you feel?" Cadance asked, staying completely hilted in Granite's tight ass.

Granite groaned, now that the last dredges of pain were gone, he was finally able to focus on how it felt to be stuffed full of his mistress's shaft. For the first time, he let out a pleasure filled moan, writhing around the massive shaft filling him. Seemingly every inch in his body taken up by her thick, throbbing shaft. Her warmth was spreading through him, pulsing with her heartbeat.

"it feels… so good…: he finally said, unable to keep himself from moaning.

His groans spiked as Cadance pulled herself out, what felt like foot after foot of cock slowly vacating his newly-stretched ass. "There we go," Cadance cooed, smirking as the stallion's writhing did the most wonderful things to her cock. "Don't hold back your moans pet, I want to hear you scream," she ordered, punctuating her sentence by thrusting back inside, burying the few exposed inches of her cock back inside the clenching stallion.

Upon her orders, Granite's mouth opened wide, moans escaping him a steady stream as he was rocked forward on his hooves. Cadance didn't pause, pulling out a few inches and thrusting forward before Granite could react, quickly building up a steady pace of short, fast strokes. Cute little moans poured from Granite in a steady stream as Cadance fucked him, peppered with grunts whenever her groin slapped against his plot.

He didn't even notice when he started humping back into Cadance's thrusts, silently begging for her to fuck him harder. he submissively crouched lower as Cadance settled her weight on top of him, using his back as a platform to pump even harder into him. He kept his plot raised as high as he could, making sure she could fuck him as easily as possible. Her scent was filling his nose, a mixture of a mare's heady aroma and a stallion's musk, the combination clouding his mind even further. But, through all of that, he could hear his mistress's cries of pleasure, those a reward in and of themselves.

Cadance followed his unspoken request, quickening her pace until her cutie mark was little more than a blur, She fucked him like that for what seemed like hours. Never pulling more than six inches or so of her cock out before stuffing it back inside. The room was filled with the sounds of sex, each impact of her crotch against his plot resulting in a sharp "slap!". Her balls would periodically swing against his own, the two sacks squishing together, both full of their respective loads.

"I said…" Cadance huffed in between breaths, panting slightly as she throughly fucked the stallion beneath her. "I want to hear you… Scream!" She reached down, grabbing a mouthful of his mane and sharply yanked upwards. Arching the stallion's neck just as she switched to long strokes, pulling the majority of her cock out out his clenching ass and burying it all at once.

And scream Granite did, ecstasy flooding him as Cadance truly claimed him for her own. Moaning like a mare in heat, he mindlessly thrust back against every great stroke of Cadance's cock, his plot getting hit hard enough to sting with each impact. But if anything, it drove him even wilder, the slight pain mixing with the pleasure to create something else entirely. His own shaft was slapping against his barrel, huge spurts of his pre turning the fur into a goopy mess, some even traveling far enough to splash under his jaw. Her rapid pounding was swiftly sending him hurtling towards his own orgasm. The unfamiliar sensations battering aside his desperate attempts to hold himself back.

Granite clenched as hard as he could, trying to stave of his orgasm for as long as he could, wanting to experience the pleasure shattering his mind for eternity. But it was a futile effort, and with another scream, his cum erupted from his shaft, spraying his cum in a messy line from the bed sheets below, trailing up his chest, and eventually blasting against his jaw.

"Cumming already?" Cadance purred dangerously into his ear. She adjusted her stance, grinding her medial ring against his prostate as she continued to pump into him. "Such a good cocksleeve you are. I didn't even touch your shaft, and you're still cumming so quick?"

Yes yes! He was his mistress's cocksleave! Anything if he could keep experiencing this! Granite kept moaning as his cum spurted from him in time with Cadance's thrusts, his balls tightening as they released their massive load. Unable to keep his mental faculties together, Granite's forelegs collapsed, the stallion face first into his cummy mess. But still, he managed to keep his hind legs locked, making sure his mistress could still fuck him at her leisure. Granite's tongue lolled out of his mouth as Cadance's brutal pace didn't even slow, quite literally fucking the stallion into the bed.

Granite lost all track of time as he was swept away by the ecstasy coursing through him. Moaning mindlessly, he still managed to hump back against Cadance, forever begging her to just go a little faster, a little harder. The only things that could pierce the haze surrounding his mind was his mistress's voice, whispering sweet nothings to him as she called him her cocksleeve, her pet, her toy. Periodically, he would feel himself cum again, his seed spilling out of him a never ending stream as his mistress fucked him through all of it, some of it landing on the bed, some of it landing on him.

What must have been hours later, Granite felt Cadance's thrusts grow erratic, the steady rhythm that had lulled him into a blissful haze breaking down. Somewhere, in the deep recesses of his mind, he knew what this meant, and began humping back against her even harder.

"Please, Mistress," he found himself saying, barely able to make his tongue work. "Cum in your pet's ass."

And then, he heard Cadance moan, and liquid ecstasy flooded his bowels. He screamed in pure bliss as his mistress pumped his ass full of her cum. Her seed exploding from her in a never ending torrent. But that was only the first rope, and as soon as it ended Cadance gave another powerful thrust before the second rope erupted into him. Pump by pump, he felt his stomach start to expand from the sheer amount of cum being forced into him, stretching outwards until he looked pregnant. Somewhere amidst this storm of sensation, he realized he was cumming himself, his cock flexing mightily as it blasted the last of his cum onto sex-soaked bed, and onto his sex-soaked fur.

"Take all of it, my pet. It's my gift to you," Cadance said as she pumped once again, yet another rope of her cum blasting into Granite's overflowing gut.

"Thank you… Mistress," Granite managed to say as blackness creeped along his vision, his consciousness leaving him with one last sigh of bliss.

***

Suddenly, Granite awoke, jumping slightly as his eyes opened to unfamiliar surroundings. Immediately he felt two legs hold him still,pulling him closer to the fluffy body pressed up against his back.

"Shhh. Be calm Granite," Cadance murmured into his ear, soothing the jumpy stallion.

It took a second, but Granite soon realized he was laying in Cadance's bed, being the little spoon as she softly rubbed his still bloated belly.

"How long was i out?" he asked, his voice raspy.

"Only ten minutes or so," Cadance replied. "But you've been in here for almost three hours. You were really only conscious for the first hour of that though."

Granite paused as he did the math in his head. "So, you fucked me, for almost two hours?" he said, not quite believing what he was hearing.

Cadance giggled. "Mhm, two glorious hours of my little pet moaning like a mare in heat as I fucked him into the bed." She nuzzled into his back, pressing her still hard cock and still full balls up against him.

Granite blushed as he felt the organ that caused him so much pleasure was dragged along his fur, already memories surfacing of just what it did to him. "I'm sorry Mistress," he said. "I should have tried to keep myself together."

Cadance bopped him on the back of his head. "Don't say that buster! I told you, there is no judgement of pleasure around here, only the savoring of it. It means a lot to me that you would trust me with your virginity, I was so happy to be able to give you pleasure like that."

"Well… I don't think I would have gotten a better opportunity to lose it than to you…" Granite replied.

Cadance giggled. "Well, I hope I didn't spoil anal sex for you. But, if you ever want a pounding again, all you have to do is ask. I'd be happy to give you one."

Granite found his blush deepening. "Thank you mistress. I'll take you up on that offer soon, I think."

"Mmm, I'm sure you will. But still, I think you should get to your filly scouts before you get me going again, or you'll never be able to leave this room."

"How many filly scouts are there?" Granite asked, both out of curiosity and desire.

"Thirty-five," Cadance responded. "And we're always looking for more fillies to recruit. But there aren't enough."

Granite swallowed thickly. "Well, have you been looking for colts?"

Cadance chuckled. "What? I fuck your ass once and suddenly you want a harem of young boys too?"

Granite tried to stammer out a response but Cadance swiftly shushed him. "Relax, it's a good idea. I trust you'll look into it once you start your duties. And as I said, I don't judge. I would love having some cute little colts running around the castle too. But, speaking of your duties, I think you should head on over to your scouts, I'm sure they have something setup for you by now."

"Yeah…" Granite said a bit reluctantly, not wanting to leave the feathery embrace.

"I hope you don't mind, but I took the liberty of casting a few spells on you. Namely one that would allow you to penetrate your fillies easier, most of them will have a tough time with your beast. As well as a few stamina spells, so you can properly take care of all of them. There's a big one that should last the night, but the others are more permanent. Unfortunately, or fortunately, depending on how you look at it, those are always on, so you'll have to cum at least five times a day or you're going to find yourself a little pent up, but you should be able to go for as much as you want."

Granite blushed. Five times a day? Well, considering how much the girls enjoyed milking him, he was pretty sure he was going to fall into the 'as much as you want' part of her statement.
"Thank you mistress," he replied.

"Oh, and one more thing," Cadance said as her horn lit up.

It took Granite a few seconds to realize what was happening, but it became quite obvious as his gut began to shrink back to its normal size. A sense of emptiness replacing the warm content that had been there previously. "Thank you mistress," he said again, but still made no move to leave Cadance's feathery grip.

Chuckling, Cadance pushed him off the bed, the stallion falling to the floor with a loud thump. "There, I did the hard part for you," she said as the stallion stood up grumbling, making his way to his saddle bags. "I took the liberty of putting your panties back. And I gave you a special gift, one of my personal dildos. Feel free to keep it, I'm sure you'll enjoy it."

Granite peeked inside one of his saddlebags and sure enough there was a dildo, the same size as the shaft Cadance was still sporting, surrounded on all sides by the five pairs of panties, as well as the crotchless ones that Cadance had been wearing. "Thank you," Granite replied, still blushing as he placed the saddle bags over his back.

"You can get directions to the filly scout barracks from the guards outside," she said as he made his way towards the door. Giving her a respectful, if inexperienced, bow before exiting the room. Cadance waited a few seconds after the door closed before calling out. "Quiet Step!"

"Yes mistress?" the smaller earth pony said, suddenly materializing at the foot of her bed.

"Did you enjoy the show?" she said as she rolled onto her back, spreading her legs wide to show off her rock-hard shaft, as well as the small dribble of Granite's cum dripping from her asshole.

"Of course Mistress," Quiet Step replied, his gaze flicking between Cadance's eyes and her crotch.

The alicorn let out an appreciative murmur, tracing her hoof down her chest to accentuate her shaft before continuing to her ponut. "I have a cum-covered cock, and a cum-filled ass. Which one do you want to clean first?"

An easy grin split his features as Quiet Step hauled himself onto the bed. "As always mistress, my answer to that question, is yes."

***

A short while later, Granite was walking down the halls of the palace, following the directions given to him to get to the filly scout barracks. He paused, rubbing his sore plot. His time with Cadance was eye-opening, but had overestimated his durability a bit, and as a result didn't come out of the encounter unscathed. Just as he was about to start walking again, a veritable wall of pink exploded into being in front of him.

"You!" a mare's voice said.

"Me?" Granite replied confusedly. He took a step back, finally being able to make out the form in front of him, which could only be Pinkie Pie. The mare had a slightly manic gleam in her eyes, but it was offset by the flour covering most her face, the outline of an apron clearly evident on her chest. It also took a concerted effort to not stare at her plot, but in his defense, the damn thing was huge! Hrmm, it would be so easy to just bury himself in it and...Granite shook his head, now was not the time for those thoughts!

The mare squinted her eyes, seemingly inspecting him as she looked him up and down. "Is it true you ate eight of my special thin mints and it still took hours for you to finally break and rut five filly scouts senseless?"

Granite opened and closed his mouth a few times, trying to formulate a response. "Yes?" he finally offered, not knowing what else to say.

Immediately, the mare was inches from him once again, her startling blue eyes boring into his. She let out a thoughtful hmm, before, somehow, a hoof reached between his legs to fondle his balls, the heavy orbs already refilled from his time with Cadance.

"I want you to visit me sometime, we'll make sure these are properly drained for you. They'll make some delicious frosting. And then we can figure out why the cookies didn't affect you immediately, after we have sex of course."

"Umm… okay?" Granite said, confusion and arousal filling him in equal measure.

Before he could react, Pinkie leaned forward and her tongue was in his mouth. Stunned, it took him a few seconds to return the kiss, but he managed to do it. All the while wondering why he was suddenly tasting frosting and cum. On second thought, he wasn't really surprised. Once again before he could react, Pinkie broke the kiss and sprinted down the hallway.

"My play was perfect, the game is flawed!" she shouted over her shoulder as she disappeared around a corner.

Granite stared after her in shock, still not really knowing what to make of the encounter. But still, he had places to be, and filed this way to think about in the future, and he resumed his pace, now sporting a slightly erect cock bobbing below him.

A few moments later, he was standing outside the thick wooden door, the last obstacle standing in front of his new life. Taking a deep breath, he tried to calm his racing heart, the task proving to be more difficult than he wished. But, the girls were waiting for him, and he couldn't leave them hanging. Slowly, he reached his hoof forwards, grabbing ahold of the door and pushing it open. The door swung inwards, revealing the hungry gazes of no less than three dozen filly scouts beyond, each of them naked except for a pair of lacey panties.

"Is that him?" one voice asked.

"He's cute," another said.

"He's hot," stated a third.

"Is his dick really as big as you said it was?"

"Did he really cum six times in a row?"

"Does he like panties as much as you say he does?"

"Can he fuck me first?"

Granite paused as the torrent of voices rolled over him, his vision dominated by the seventy-two hungry, smokey orange eyes looking at him. In the middle of it all, was the first five girls, all of them giving him predatory smirks.

"Welcome home," Sally said before she and her troop grabbed ahold of the helpless stallion, dragging him into the room and shutting the door behind him. He had worried that his fatigue would inhibit him, but instead, their eagerness seemed to energize him.

The final thought passing through Granite's head as the panty-clad horde of sexy teenagers descended upon him, was that the decision to leave Stalliongrad, was in fact, a good one… a great one, the best one he had ever made!

***

Meanwhile…

Glamour Shot, one of the unicorns in charge of the Stalliongrad mines, was trotting down the street, carrying his crop in his magical grip. When he had heard that Granite didn't show up for work this morning he had been ecstatic.

The earth pony had been a thorn in his side for a long time. Avoiding punishments, helping others get out of theirs. Even to go so far as to make sure the mine was up to the out-dated code the Princesses had put into place. Who cares if it was safe, the fact was that it didn't save any bits. And he could always import some more earth ponies if any were to expire.

He purposely slammed his hooves down as he trotted onto the Granite's porch, making sure the trouble maker knew what was coming.

"Granite!" he called musically, his smooth voice having never been raised to the harshness of actual shouting.

He waited for a few moments, and after hearing no response he sent a force bolt hurling at the door. The flimsy thing exploded inwards theatrically, showering the inside of the house with wooden splinters.

"You have no idea how long I've waited for this!" He almost trilled, making his way inside, his rant dying in his throat as he saw what was inside.

A large, pink dildo was stuck to the wall directly opposite him, the head facing directly towards the door. And scrawled in charcoal above it, in big, black letters, was a simple "Go Fuck Yourself!" Glamour's eye twitched, anger bubbling up inside him as he realized that Granite was nowhere to be found.

Outside in the street, two guards who were making their patrol stopped as debris began flying out into the street, accompanied by a feminine scream of rage. And when a flying dildo stuck to the house across the way, they made the smart decision to cut their losses and turn around. They could take the long way.

Author's Note

Author's note

I enjoyed writing this a lot more than I thought I would. So expect some more subby stallions from me in the future. I've already started work on the next chapter, but I don't know when that will get finished as college has started up again. As always, there are probably a host of typos and whatnot that were missed, but please don't post them in a comment, a pm is always the better option. Thanks to Cody and Ashinda for helping me out with this, Ash wrote the scene with Cadance in the cellar, and a part of the clop scene. So be sure to give them credit as well.

If any of you are interested in seeing a bonus scene with Granite and that dildo let me know and I'll see if I can fit it in somewhere.

Gold4tune out, pce o7

Canterlot: Celestia 2

Celestia came awake with a start, she could have sworn she heard someone speaking to her. Yet as she rubbed the sleep from her eyes, she was as alone as she had been when she had lain down to ‘rest her eyes’. Glancing at the dimming light behind the window shades, she must have slept for some hours. It was hard to get used to such a long period of inactivity. Eat, read, sleep, rinse and repeat.

Slowly she got to her hooves, paying the rattle of her chain no mind as she made her way to her vanity with unexpectedly good cheer, looking into her mirror. Pink bed-head mane… oh dear. She gave a soft huff and resisted the urge to blow a raspberry at the mirror, instead setting to work. Focusing her levitation on a brush to sort the mess out somewhat.She needed to get that fixed as soon as possible, Rainbow Dash typically came to check up on her in- The knock was firm and steady, three repeated taps that shook the frame just lightly.

“O-One moment. Rainbow? Is that you?” Her voice was slightly slurred by sleep. “Oh my, I’ll be right with you… I’d not expected to fall asleep again…” She tugged at a stubborn tangle. ”Come in, come in! How is Twilight?” She didn’t bother to turn as she heard the door open.

“Twilight… is much, much better.” A soft, sultry voice replied from the doorway. Celestia felt her mind grind to a halt, the brush wobbling in her uncertain telekinesis as she managed to turn and face her ‘guest’. A few more slow steps, and the Archdevil gently closed the door behind herself, shutting out the world for the moment as well. “She has been healing, and growing increasingly bored with being cooped up. And she is here to see you, Celestia. Will you give her an audience?”

Celestia managed only through main strength to not drop the brush. Even so, her immobility persisted as she beheld the Archdevil she had hoped to see soon enough...

Soon enough, not now. Not still logy from slumber and feeling decidedly unkempt. Her plans for subtlety and persuasion were much less impressive with bed head. Though from the flicker of confusion in Twilight’s expression, she rather thought this wasn’t a planned visit on part of the Archdevil either. And that, however slight, was a minor victory she could get her bearings with.

Closing her eyes for a moment, she summoned her usual serenity like a cloak to wrap herself in. A gentle smile, a relaxed posture. All the trappings of her station and purpose. Threadbare without her power to back it up, but useful in finding her hoofing nonetheless.

“I would be most happy to see her.” She responded, “Though please forgive my state… I’ve been rather off my-” Her voice petered off at the piercing, almost sour look on Twilight’s face before with a twinge she watched all emotion flee from her eyes and expression. And Celestia felt her stomach tighten at the familiar signs of a mask slipping into place, though now seen from outside. “Ah well, I’m sure you’ve come for more than to discuss my appalling sleep schedule.”

Setting the brush back to her vanity, she gestured towards her sitting area, the clink of her chain with the motion throwing off the poise of the gesture. “Would you care to sit?”

“Yes, thank you.” Oh the woodenness of that reply, even her tone betrayed nothing now. What had just happened?

Silently they adjourned to lounges near the window, Twilight taking the one furthest from the bed in deference to Celestia’s fetter it seemed. Courtesy of a sort at least. “What is it that brings you here?”

Twilight smiled, but it was a fake politeness that in no way reached her eyes. and seeing such a refined affectation on a face she remembered as so open and honest was a bitter touch to her heart. “I believe you have a policy for demonic visitors. Shall we handle the formalities before we continue? I’d not have Cadance think herself less trustworthy in comparison.”

Yes… honesty. That would be very good right now.

“A-as you wish. Speak with me, Demon. Speak without ruse or guile… For our time together let us be honest with each other. I bear you no ill will and shall offer you no harm this night, in return I expect no harm be given, nor beguilement attempted. I offer conversation and a… c-conversation as terms.”

As she expected, Twilight’s eyes glowed brilliantly in the dim light from the covered windows. A flare of purple fire that leapt free from her slitted gaze. Her lips parted, and the voice which emerged was… n-not Twilight. Where Cadance’s voice was caressing and soft, cool and seducing, Twilight’s expressed different and infinitely more terrible influences.

“I reject your terms.” It hissed and crackled, there was a rush like an inferno backing the words spoken, which faded to the crackling of a bonfire behind them.

Celestia was stunned by the denial, unsure what to say…

“I offer a counter proposal.” Baleful flaming eyes skewered her where she sat, sending a sudden tremor down her spine. “I propose Truth. A question asked for a question answered. Questions are to be answered with the absolute truth as written in our hearts. I shall swear my honesty by the Pits in which I was reborn. And require a similar oath by the Sun on your part.”

Lips drew back in a fanged smile, those cruel eyes growing amusedly challenging. “Refusing to answer will of course nullify the geas on both. Oh, and that uttered rhetorically does not count.”

This was a much more specific and… treacherous contract. Yet the challenge in those eyes was not something Celestia found herself able to reject. And there was also the rather backhanded insinuation that She was the one being untruthful somehow. She didn’t even bother to hide her offense at the very idea.

“I accept,” She grated out, returning the glare with one of her own. “And I swear by the Sun to answer with truth absolute, as written upon my heart.”

“Done!”

With a flash and a final crackle, the flames in the Archdevil’s eyes went out.

“Ahem, par-don the theatrics,” Twilight gave a rough cough, a sparkling ember escaping her throat to flare into ash. “Power is a slave to drama at times.”

Celestia felt her lips twitch at such by-play. “I can’t help but wonder if Power might enjoy the occasional villainous monologue.”

“Oh you’ve no idea. So very cathartic. Especially the madcap cackling. The cackle is very important to properly loosen up after a prolonged monologue.” Twilight drew herself upright with a short breath, producing a soft, but recognizable rendition of an evil cackle. “Totally worth the increased risk of the hero escaping while you gloat.”

Celestia couldn’t help the short bark of laughter that escaped her. “Playing to type doesn’t help your case very much, Twilight.”

“Everyone is the hero of their own story, Celestia. It’s as true for Archdevils and Goddesses as it is for our little ponies. Only the truly insane do bad things solely for the sake of such.”

“Are you? Insane?” The questions left her lips before she could stop it, her eyes never leaving Twilight’s as they widened slightly at the tone of Celestia’s first true query.

“I am quite lucid. Considering what I’ve been through over the past three centuries, I have my quirks and my coping methods, as all of us do. But, no, nothing I do is done for the simple satisfaction of sadism or narcissistic gratification.”

“And yet, here I am, chained to my bed while you are moving to conquer my nation.” Celestia retorted tightly, lifting a loop of her leash for emphasis.

“Former nation if we’re going to be quite accurate about it. And I’m taking it back from the arrogant assholes that took it away from you in the first place.” Twilight’s response was delivered with a soft snarl behind her words. “Go on. I’ll give you another one.”

“When I was released, there was a wounded High Mage who had, I thought, broken my banishment. What do you know of his story?”

Twilight’s horns gleamed softly, a rippling illusion showing the unicorn Celestia had met, though not in the injured state she had seen him.

“Radiant Bolt, one of the self-styled ‘High Mages’ who lead the guild after the loss of the Archmage. He was attending the public execution of a well liked minor noble when the invasion began. He was in the group of Nobles which fled, but broke away with a retinue of guards and made his way into an abandoned sector of the industrial district.”

“He was wounded though, when I landed…”

The illusion shimmered, shifting to show the High Mage scattering his retinue and turning to a rather burly guard. They spoke for a moment before the guard lashed out at him with a forehoof, knocking him to the ground and advancing on him with violent intent, yet the mage did not retaliate.

“He had a guard do that. Your preference for mercy is well known. His behaviour, the answers to your questions, all carefully crafted to ensure your actions were consistent with his wishes.”

“I was checking him for falsehood!”

The illusion twisted suddenly and shivered out of existence, a curl of faint smoke coming from the tips of Twilight’s horns, which she irritably dispelled with a shake of her head.

“Of course you were, and that you would was easily predictable! He kept his answers very factual, didn’t he. Letting you tie the facts he provided together in only the way he wished to get you to the conclusion he wanted. Misleading without resorting to falsehood is an art, Celestia. As you are well aware of.”

“And with him doing a major ritual, you chose not to intervene…” Celestia observed with disbelief “there was no guarantee that he was releasing us!”

“I was actually expecting something like this would happen. And if anypony could intuit a ritual spell it would be me! As soon as I had a reasonable surety of his intent we backed off until he could finish. I had anticipated that he was actually breaking the banishment. It’s concerning that he could manipulate so complex a spell array as he did.” Twilight murmured, as if to herself as she pondered the significance of that surprising outcome before shaking herself free of it.

“Regardless, releasing you was always a potential reaction once our initial forces proved overwhelming to their available mercenaries. They haven’t really been innovating once they were on top, so they had no other ready answers to a wave of demons. The troops we expended to make the initial invasion overwhelming was in part geared at forcing their hoof in that direction.”

Celestia pondered these revelations, both the subtle manipulations and the not so subtle desperation which forced the gambit upon her enemies. “What became of him?”

Twilight’s grin held a certain smugness but also a shadow of remembered pain. And to Celestia’s mind rose the image of the Archdevil writhing torturously, wreathed in arcane discharges. “He was the one channeling the array to reactivate the banishment. I burned him to ash so fine he’s probably still floating on the winds.”

“So I’ve seen you, Cadance and Rainbow Dash, where are the other elements?”

“Fluttershy is currently scouting the forests around Canterlot, trying to determine why game is so scarce. There is something very wrong in Equestria. Applejack is growing a Fel-grove on the slopes north of the city, trying to adapt various demonic plants to Equestrian soil to build up some food reserves before winter. Everything we’ve seen so far indicates Equestria is having drought troubles and food may be a real issue. Pinkie is taking care of the school for gifted ponies.”

“Wh-what?!”

“Don’t sound so surprised, she’ll be fantastic with the younger students, and keep the faculty off balance. That will help them adjust to teaching more than just little unicorns. Rarity has been helping Cadance organize the restructuring of Canterlot while I’ve been healing.”

“Alright… what are your true goals for the conquest then?”

“The complete and comprehensive reshuffling of the power structure of Equestria. The recovery of damaged minorities and the overthrow of the classist political process which has stripped the heart and soul from our home.”

“A balanced structure that I built, though I agree it has been misused.”

“A structure that has reached its logical conclusion.”

“I don’t accept that. This is an aberration. I still believe in the good hearts of my ponies.”

“Ponies with good hearts never went into your politics, Celestia. You were always looking out passed your obstructionist nobility to other civic centers and outside sources for help! You sat in courts full of nauseating unicorns who were by and large interested only in enlarging their own estates and dictating how the common ponies should defer to their whims. Don’t tell me you don’t know what I’m talking about. I lived here, and I saw it first hoof.”

“No system works perfectly, there will always be the unintended outcomes in service to the greater good. You yourself are the product of a noble house Twilight. Do not besmirch that birthright casually.”

“I haven’t found them yet, you know. Mom and Dad… Spike… no trace. The family estate was listed as abandoned, and bulldozed. No record of a forwarding address of any kind. So either they made it out of this den of jackals you call a capitol during the coup, or your oh so misguided nobility ensured they disappeared. If it’s the latter, I may just melt this entire city into a puddle of glass for it.”

“Genocidal threats do not make me inclined to trust you.”

“At least they’re honest!”

“You keep harping on honesty! I fail to see where I have ever lied to you!”

“... honesty isn’t simply never telling an untruth, and you know that.”

“Then stop beating about the bush and speak clearly!”

“Very well, you’ve had six questions total, one being a freebie, a question asked for a question answered. At your most efficient, how many entire cakes have you ever consumed in a single day?”

Two.

“T-...”

Three.

“Thr…” Celestia’s eyes widened as the geas clamped down, leaving her unable to speak until the proper number was on her tongue. She took a bitter breath to acquiesce to the inevitable.

“I withdraw the question.” Twilight looked amused and slightly smug as she released the screw. The pressure of the geas slacking.

“Nnnngh, th-that was very petty Twilight...” Celestia felt her cheeks burning, as much from the acute realization of what their little game denied her as from the potential for a shamefully honest answer to that question being unwillingly dragged from her lips. She schooled herself to calm, this was a more perilous ‘game’ than she had surmised.

Twilight chuckled softly, nodding and slumping against the back of the sofa, “I agree, it was an unworthy query. It does introduce you to how this particular geas operates though. So, let’s get to the real questions.”

“Assuming that you had defeated Cadance and myself, and that the Nobles didn’t have their clever little way to button you back up. What would you have done?”

“Recovered the Elements of Harmony to attempt to cleanse you all.” Celestia’s answer was direct and to the point, bitten out almost in defiance of the geas. Yet there was no interference from the contract, and she felt herself relaxing just a bit with that knowledge.

Twilight considered her response carefully, weighing it against her own incomplete knowledge of the relics in question. “Hmmmm, assuming of course that the Tree of Harmony would let them be removed again, and that you could use them against their bearers.”

“Former bearers, and it would at least be a chance.” At the widening of Twilight’s eyes, she realized how that must have sounded and resisted the urge to wince at the unpolitic manner of her reply.

“So you don’t allow for the possibility that we might retain our link with the elements?”

Caught off guard by the direct nature of the question, Celestia balked at answering it. “I…” ...refuse to believe that demons could ever be in command of the Elements of Harmony! No! She would NOT say it like that. The geas pricked her immediately. Nnnngh… “ I f-find.. It… unlikely.” She managed, feeling a drop of sweat trickling down her neck at… the effort it had taken to make that answer truthful but not… damagingly inflammatory.

Twilight regarded her with such an expressionless face that Celestia knew she was quite able to read between the lines, still, that was better than outright saying such to her face!

“You think that all demonkind are inharmonious. That we have no place in the natural order.” It wasn’t a question. Celestia realized that. The geas would not force her to answer. And yet something much more vital bid she speak, something in the depths of those cold slitted eyes, something held apart from the heat and brimstone of the devil she saw before her.

“Demons belong in Tartarus, where they punish those souls which require correction.” Her lips twisted at the sour taste of the words, yet she managed to not drop her gaze, though the frost from Twilight’s eyes threatened to ice over her very heart. “In any other setting, demons are aberrant, and therefore a force of disharmony in the natural order.”

“Well, thank you for that at least.” The wintry smile that crept over Twilight’s lips was hardly comforting yet at least it was a response, not that expressionless deadpan. “For what it’s worth, I do appreciate a straight answer. I would observe that you’re keeping it all rather starkly black and white when the reality is rather more complicated than that. ‘Correction’ has nothing to do with what goes on in Tartarus, having experienced it first hoof. And I am a specific example that not all souls who end up there deserve ‘punishment’ as you define it.”

“There are always exceptions to the norms. You cannot use your special case as a means to define the purpose of it all!”

“Then let’s compare your centuries of suppositional knowledge with my first hand account as both the tormented and the tormenter. I’ve seen the realm from both sides of the coin. I doubt you seriously expect to sit there and tell me to my face that you’ve a better handle on the nature of Infernus Diaboli than I do.”

“... No, I don’t suppose I fairly can..”

“Well, let’s table that discussion for another time.”

“Yes, let’s.”

“What is your heart's dearest desire?”

Shock rooted Celestia in place for a moment, until the geas prodded her gently. Eyes wide, thoughts rose in her consciousness, potential answers to so deep a query.

Freedom and happiness for my little ponies.

Equestria back under my rule.

My sister, with me now, and unscarred by the Nightmare.

Not being the Solar Goddess with the weight of Equus on my shoulders.

And yet none of them would leave her lips, her brow furrowing in concentration, and mounting confusion. Maybe there were too many? Maybe she didn’t know which was most important to her?

I don’t know. I don’t know what my deepest desire would be.

And yet that would not pass the geas either. And she felt a surge of panic, never had she felt such a terrifying sense of interrogation from a question before in her long life.

Well, I don’t know what you want me to say. And I haven’t a clue what the acceptable answer would be… so I guess we’re stuck, I’d answer if I knew what it wa-

“Foals.”

She was struck numb by the word that her lips had just uttered. That she had been forced to voice. The pulse of the geas just strong enough to compel the utterance and then relaxing. The silence of her chambers throbbing in her ears as her horror grew.

She hadn’t thought of that in centuries, not directly. The centuries of effort to fulfill nature’s imperatives, then centuries more of research into what the problem might be, culminating in the cruel impotence of sterility… She braced herself for Twilight’s response, certain it would be a barb of some sort. She had underestimated the importance of this contract and the things it would dredge up.

“That’s what Cadance and I were to you, wasn’t it? Surrogate daughters.” Twilight’s voice was exceedingly gentle, and as Celestia managed to flick her gaze up to take in her face, she saw both sympathy and concern in her slitted eyes, she wasn’t expecting either from the younger mare.

“Y-yes.” Her response left still numbed lips, the tingling in her skull driving out all other concerns for the moment as she realized the ramifications of this line of questioning.

“You had a hoof in our ascendances. You arranged events for that outcome..”

A soft sigh of defeat escaped her. “Not specifically… I spent the last millennia figuring out precisely how to make ascendance occur, but I can’t control or predict the event itself, or the form it would take.” Well, there was another secret out of the bag.

“Fascinating… I would dearly love to explore your research together… when you’d trust me with it.”

The scholar speaks… Celestia couldn’t help but feel a certain thrill to hear that eager tone again. Her next thought, however, frosted over that initial warmth even as it turned into a bitter question from one breath to the next. “ Why not just ask me for a synopsis, while you’ve this advantage and I’m apparently incapable of hiding anything from you?”

“That makes seven questions total, and raises my unused bank to two by the way. I meant entirely what I said. Such a project would be incredibly important to you… and earning your honest trust is likewise important to me. As much as I’m dying to know, I’ll wait for you to feel like sharing it, when we can both enjoy it.”

My, what a carrot to win my cooperation. Oh, I wish that I could trust you, Twilight!

“So… two to go?” Celestia prompted tightly, anything to get off the current topic, any topic would be better than the current one.

“Were the heads of the Noble houses at your mercy right now, what would you wish to see done with them?”

Justice for the crimes they’ve committed.

“Justi-... J..” Her eyes narrowed as she found herself incapable of forming even a word… the pressure of the geas forestalling the answer she wished to give… not honest enough?

“I’m waiting Celestia… what would you wish to see happen to those who have worked so hard to tear apart all you’ve built for their own ascendancy?”

To see them tried for their crimes before Equestrian Law.

Kept from hurting anyone else!

Imprisoned!

Punished!

“...” Her teeth grated against each other as her jaw clenched hard. All the easy, reasonable, ‘right’ answers to that question stuck in her throat as the geas exerted its influence.

“Will you forfeit the contract then? Because you won’t face what’s in your heart? This is why I ‘harp on honesty’. You deny your own desires and then judge me for honestly speaking my mind. So what will it be?”

“I want them dead. No… not just dead… I want them to suffer… s-suffer e-everything they’ve c-caused in o-thers, and th-then d-die. A-and I w-want to do it m-myself.” She bit out each word, a hot, angry tear tracing down her cheek as she was forced to give vent to thoughts and feelings better left buried. And in that bitter moment, finding herself hating Twilight for having trapped her so, finding herself on her hooves, as if in rising she could somehow match the menace of the Archdevil in that moment.

“And you’ve every right to feel that. It’s healthy! So stop acting like it’s some unspeakable sin to express such anger!” Twilight responded to her glare with one of her own, wings flaring, looking more than ready to deliver a more physical challenge if required without even shifting her seat.

“But it is! What is fine for my little ponies c-can’t be the standard I hold myself to!” Her anger broke in the face of a familiar and terrible fear. “I have the p-power to act on such urges! Can’t you see?” She struggled to find a way to properly express the cold panic that rushed in to turn her blood to ice. “I’d be m-monstrous if I let s-such thoughts prey on me!”

Twilight simply gazed at her, wings slowly relaxing, her breathing slowly calming, yet her eyes never losing their hard edge. A few moments passed, as Celestia felt her own panic begin to recede, until Twilight once again spoke, her voice firm and controlled once more. “Did you know I found the Wonderbolts? Well… Spitfire, Soarin and Fleetfoot at least. I don’t know about the others yet. They were imprisoned. Would you like to know where?”

“I-I…”

Celestia sat back heavily on her haunches, eyes widening slowly. The Wonderbolts… Her trusted pegasi, the elite air forces of Equestria. She had met and spoken with each and every one of them. They were good, loyal ponies. Young, kind…

“They threw them into the mines, Celestia. They wrapped them in iron bands, cast them into the dark, and tried to work them to death underground. No light, no air, no freedom, not even able to move their wings! You know what that will do to a pegasus. It’s one of the most deranged, sadistic, utterly unconscionable acts I’ve encountered in a litany of horrors!”

“Snfff.”

“For seven years, Celestia. Seven years they pulled ore carts and dug in the rock with their bare hooves. And when we invaded, when the mining district was being assaulted, the foreponies left the laborers in the mines and fled, destroying the generators to force my troops into rescue efforts instead of pursuing them. And while they were trying to get the generators back online, get the fans and lights and lifts working again before everypony suffocated, the workers came to the surface on a manual emergency lift. They were hauled up the shafts on the backs and broken hooves of pegasi who were surrendering their only chance to see the sky again in order to save others!”

“S-stop… p-please I c-can’t….”

“Dash got there in time and pulled them out solo. They were emaciated, scarred, and wing-atrophied. It would have taken years of therapy for them to even approach normal condition, let alone ever be elite again. And I won’t have that. I will not let what they’ve done, and who they are come to such an end! So I have spent the past three days pouring demonic power into them, fogging over their minds and soothing their bodies. When their brains recover from it they’ll be demon eyed and a hoofs length from the line between mortal and fiend. And that is the best I can do for them!”

All at once, the floodgates broke open. Pain and sorrow overflowed even Celestia’s prodigious, if weakened, restraint, hot tears flowing slowly down her cheeks. Failure. This… this was an utter failure. Celestia had had such high hopes for the Wonderbolts; pegasi, working in close union, protecting and entertaining her ponies. Her and Luna’s nation. ...former nation, now. Where had everything gone so wrong?

Twilight took a moment, closing her eyes, and taking a calming breath of the sort Celestia herself often partook of. Eyes still closed, she continued in a softer voice. “They’re mine Celestia… I’ve taken them, and healed them. And they will serve their purpose again. They will inspire the best in pegasi.” Slowly her eyes opened, now softer and more sorrowful. “And I wanted you to understand why I have done this. Not leave you to make up your mind by filtering my motivations through this lens of demonic malevolence you’ve used for centuries.”

Celestia struggled to hold back her tears, especially as she found it… freeing. A release. It was a struggle to recall a time when she had truly let go of her emotions like this. Wiping fitfully at her misting eyes, the former Princess peered blearily up at her… former student? Current jailor?

“T-they are… still themselves?” She asked quietly, gazing at Twilight as firmly as she could manage, currently.

They were good ponies, all of them. If any part of them was still intact, they would not disappoint Celestia. ...she hoped.

Twilight gave a sharp bark of laughter. “They are as much themselves as any of us are.”

“That is not an answer..”

“You’ll have to content yourself with it though, Celestia.” Twilight replied with a soft sigh. “I remember everything about my life as a unicorn, and as an alicorn. But what percentage of my current impressions are blurred or tainted by demonic influence? Even I don’t know that for certain. What metric could I possibly use to define that? But whatever amount it is, I know it is something I can live with.”

Twilight gave her head a shake, pulling herself back from useless conjecture. “But tell me, if they were conscious, and whole, and not ‘poisoned’ with my influence… Do you think they’d prefer to see your anger for what happened to them, or would your honest sorrow and ineffectual serenity repay their loyalty properly?”

“Of course they’d be gratified to see fury. That’s not fair, and you know it, Twilight!” Forced to answer the question directly, no longer resisting the urge to honesty, the pressure of the geas relaxed. Eyes narrowed, Celestia’s mind raced to find a way off the defensive. “What do you offer them then? A show of rage for what has happened to them, a promise of vengeance perhaps? The shortsighted gratification of their baser desires instead of appealing to their higher natures?”

Twilight paused, taking another slow calming breath. Try as she might, Celestia saw no signs of geas induced discomfort, just a moment taken to gather her thoughts.

“Soarin woke up first.” Celestia almost started with the softness of the Archdevil’s voice. “The dear, he tried to keep us away from the mares. Broken and starved, unable to control his wings, half crazed from sensory deprivation… and his first impulse was to protect his flock.”

“The sight of Rainbow confused him, she managed to talk him out of his panic… explain things, even as she tried not to break down in tears at his condition. She’d brought them to our suite, where we could shutter the windows, black out the room, and have one dim candle to let us tend them. Soarin had to give in, he couldn’t maintain the energy to resist. Rainbow bathed him with her own hooves…” Celestia felt her eyes tearing up again at the pain the brave flyer must have been in. Twilight’s eyes were far away, remembering these moments she was conveying now, her expression so similar to one Celestia had seen before on Rainbow herself.

“Fleetfoot woke next, she hadn’t the strength for even the show of resistance. You know the light bodied pegasi, the sprinters like Dash… they just don’t maintain reserves. I think her first words were ‘Why am I not dead?’. I tended to her while Dash explained again how they’d been rescued. Her only concern was the still unconscious Spitfire. She wouldn’t be distracted with scary devils and spooky dark bedrooms, nor with debilitation or starvation… she wanted to make sure her Captain was alright. Such a plucky little darling… confronted with an Archdevil, couldn’t be bothered to care.” Twilight chuckled fondly, her forelegs gathering a cushion into her grasp, clutching it against her barrel as if it was the pegasus under discussion.

Celestia didn’t know what to make of this, she had expected many things, but the tableau before her was not one of them. Yet it wasn’t over…

“Spitfire took a while to wake up, she was worn to nothing. They all were, but I think Spitfire always stood between her flock and the worst of it. Dash and I had the other two well in hoof by the time she stirred.” Twilight sighed softly. “Oh for want of the energy to move… she knew what I was, she tried to rally, but her body was passed fight, and flight as well for that matter.”

Celestia found herself pinned by Twilight’s sudden piercing gaze. “And I took her in my wings, and I acknowledged her strength, and her courage… and it brought her to… tears. And I promised I would make Equestria worthy of her again, and that I would give her back the sky. You know how heart-breaking it is when the strong ones break down.” She took a harsh breath, caught up in the moment of memory before recovering herself.

“And then I made her mine, and the other two as well. Baser desires come in the short term, while they’re more feral than thinking, ‘higher natures’ wait until they can put words together again. I own them Celestia, and I take care of what is mine. They will have the skies, they will have the Equestria they deserve… and if they need blood from those who did this to them, they will get that as well. And they will probably end up as demons, just as I am, and Cadance, and the others… and strong defenders of my new empire shall they be.”

“D-do you intend all your subjects to become demons then?” The question passed numbed, uncooperative lips, almost of its own accord. Celestia rather surprised at herself, even as Twilight’s serious demeanour cracked with a mirthful giggle.

“R-really? I’m g-going to turn the entire population o-of Equestria… into lust demons..” She bit her lower lip as a familiar giggle-snort escaped her, the sound making something lurch in Celestia’s chest at hearing it again. “I-I… hee… actually did that calculation you know… I’d have to conquer the rest of the planet just to support the lust needs of that many demons outside of Tartarus. Wow… I can see the headline in the paper. T-Twilight.. Archdevil of Power… conquers Equus to feed….. her ‘Nation of Fornication’.”

“Principality of Perversion?” Celestia indulged in a double take before clamping a fetlock over her traitorous muzzle. Blushing fiercely at the guilty pleasure wordsmithing always gave her.

Twilight’s doubletake was similarly comical, and seemed quite genuine, as was her chortles in response. “I dunno… Sovereignty of Sensuality seems less crass…”

Oh what the hell…

“If you let ponies vote, you could be the Republic of Reproduction.”

The snickerfit which Twilight indulged in warmed Celestia’s heart in a manner she hadn’t felt in well over a decade. For a moment, however brief, it was like sitting with the little filly she had so treasured her time with.

“Ahahahaaaa.. Ahem… amusing alliterations aside... It’s not feasible, either economically, or in terms of long term stability for me to attempt to wholesale convert the mortal realms into a lust paradise.” Twilight obviously enjoyed the residual giggles as she slowly recovered her composure. “Thank you by the way… I don’t get chances to laugh like that very often.”

Riding the lightened mood, another question passed her lips almost without her thinking of it first. “What is it that you want from me, Twilight?” Celestia asked in a soft huff, only to become aware of Twilight’s sudden immobility. What came next was something she had never heard Twilight say, ever, in her presence.

“Buck.”

“Twilight! Language!” The admonition was startled from her.

With a sigh Twilight lifted a hoof to rub her forehead. “I don’t suppose I can get you to withdraw that question, can I?”

Celestia blinked, canting her head to the side. “That is the question that trips you up?” She asked, incredulous. “Not your plans for Equestria, or the nobles, or the Wonderbolts, but your plans for me?”

“Unfortunately.”

“I’m disturbed…”

“It’s really not as dire as you might be thinking.”

“Hah!”

“No really…” Twilight rested her hoof to her temple, appearing hard in thought. “Look… the problem isn’t that I won’t or can’t answer, it’s that I cannot answer entirely. I literally won’t be able to answer to complete honesty as written upon my heart. I know you’ve already seen some of Cadance’s demon-derived issues. Well she’s not the only one dealing with that. There are parts to this question I’m incapable of answering right now. And that means when I reach the end of what I can tell, the contract will be broken.”

Celestia chewed on her lower lip, her mind racing to catch up. It made a certain amount of sense. Cadance was rather sexualized in her behaviour by her position as Lust that much had become obvious enough during her last visit. If Power likewise had enforced behaviors… they would likely be about her own aspect. Celestia suspected power and control would be the issues most in the fore if that were the case. Any admission which would damage her control of a situation might be difficult or impossible for her to make. In fact, the reference to Cadance’s ‘issues’ was likely the closest the archdevil could get to referencing Twilight’s own. An oblique statement meant to lead her to just the line of inference she was currently following.

Oh Twilight, how many long years did it take you to learn how to walk such a tightrope?

Pushing that distressing thought aside she cleared her throat, seeing the first signs of geas enforced pressure on Twilight’s face as she delayed answering this particularly thorny query. Yet… “So how will I know when you aren’t bound by the geas anymore?”

“Well.. you won’t unless you’re actively contemplating falsehood, otherwise the geas just vanishes without ceremony. In which case I need to have a question ‘in the hopper’ so to speak for you to use. I’m currently… three behind, but I’ll content myself with this ending our little game if that is acceptable with you.”

“Ask away, Twilight. I’m fine with it.”

“Okay. Do you find me in any sense attractive? You can ponder that one while I answer yours.”

… Oh my. Celestia felt her cheeks flushing and was rather glad for her snow white pelt. Sure Twilight could probably read her like a book without needing such obvious signs, but it helped her keep some fragment of her poise as she considered the true answer to that question… and her refusal to utter it. Immediately the geas pricked at her, a palpable sensation, and the exact thing she needed to know when it failed.

Returning her attention to Twilight, she saw an odd vulnerability in her expression, a softness that threw her devilish mein of smooth capability into disarray. For the first time, Celestia felt as if something of the real Twilight was emerging from its hellish trappings, and she found herself quelling the desire to shush the Archdevil and just… hug her like she used to, when she was a filly, and the world hadn’t turned into the cruel mockery it had since become. She schooled herself to listen, whatever came after, she needed to hear this.

“What I want from you… there’s so much I want…” Her words were so soft, almost a whisper, and that vulnerability was growing stronger in her eyes.

“ I want your heart Celestia, and your body as well. I’ve been hot for teacher since I was old enough to feel attraction, even if I didn’t know what it meant. But not just your love and your lust, Celestia. I want your mind as well. Let’s face it, there’s so very few ponies who can keep up with me when I get going… yet, you stayed one step ahead of me for years… mostly, I think, beating me with experience. I want you on your stride again, I think I’m old enough now that we could sharpen each other’s intellects for a long, long time.”

“I want to take off your chains…” Twilight’s horns lit softly, lifting a length of the demonic fetter that held her, tugging lightly on the collar in a way that made Celestia’s blush heat even further. “Both the physical ones here, and the ones you never let anyone else see… I want to strip them off, and when you’re free of them, I want to annihilate any who would shackle you again. Unless you want to be of course… though I think that might be more Luna’s kink? Chains and straps… manacles? If I had to guess, I’d think you were more… satin cords and lace?” A hint of the devilish teasing came through at that, and Celestia knew her blush was getting out of hoof. “I… take care of what’s mine Celestia… and I… w-want you to be… mine.”

Celestia swallowed against a suddenly dry throat, eyes wide and unseeing. This… this wasn’t what she was expecting. Part of her wanted to reject this as falsehood, yet the persistent niggling prick of the geas at her subvocal mantra of untruth confirmed that their contract was still binding… Twilight wanted her? It was like a firework going off in her chest, yet she fought the lift of it… this situation was just too complicated to let her emotions get out of control, still as she managed to blink her eyes, she found them moister than they should be.

“I want to take you to a bar, Celestia. And I want to eat something mother wouldn’t approve of. And stack the table with tankards until even alicorns are feeling tipsy. Until wearing a lampshade and singing with the band don’t seem like bad ideas. I never got to do that at school you know… I always wondered what it’d be like… to let go like that. But who could I trust to loosen up like that with? Then as ‘Celestia’s Student’, now as the mighty ‘Archdevil of Power’. We… don’t get to have that very often I’ve learned. Those of us who get to be cogs for the universe.”

“I came in your room before you woke, you know. You are apparently an extremely heavy sleeper. Knocks didn’t rouse you. Yet when I saw you sleeping, I wanted to hop into the bed, bury my nose in your mane and join your exceedingly comfortable looking nap. Honestly Celestia… the pink is gorgeous on you… and so very approachable… but I figured you wouldn’t take an uninvited guest very well… one day though, I want to do that.”

Celestia remembered waking thinking she had heard a voice, a voice out of the past that had roused her, and now she remembered her sense of cheer upon awaking… ‘Dear Princess Celestia…’ a hushed whisper lifting her spirits as almost nothing else would. Knowing it had been real… constricted her chest almost painfully tight. She drew a half sobbing breath to respond, but Twilight continued before she could.

“Yes, I’m taking over Equestria. Yes, I’m going to tear down something you built… and I hope you’ll forgive me for it. But ask yourself… did you really want to sit on that throne? Wear that crown? In retrospect I can see what it did to you. Once I ascended myself and had a taste of how others treat you if you have both wings and a horn, I had an inkling. Now I see so much more clearly. It hurt you in ways none of the ponies who depended on you so much ever even considered didn’t it? Even after Luna came back, it didn’t get any better.”

Celestia heard ragged hitched breathing and realized it was coming from her. This was not at all her expectations for such a flippant question. To be disarmed, and… dismantled… by somepony who understood so much, yet… who shouldn’t understand. Luna never understood, she only saw the honors and took for granted the cost. Twilight had grown from a bright bookish filly into a budding young alicorn ever in the shadow of the monolithic and suitably ancient autocracy…

Slowly, Twilight rose from her seat, crossing the intervening distance to sit before the distraught Alicorn. Hesitantly she lifted a hoof to rest against her shuddering shoulder. “I have only one more thing to tell you now. And I’ve left it for last because… it’s the most likely to get a bad reaction from you.”

“I want your soul. And yes, I know that’s scary to hear from a fire and brimstone arch-devil. Muahahahaha… souls souls souls! I desire it greatly, and I tell you so in complete honesty. So yes, I want all of you Celestia. And I wish I could alleviate your fears of me… but I can’t. That is something you’ll have to make peace with on your own, belov-.. C-Celestia.”

W-what did she almost call me?

Twilight’s eyes closed and she took a sharp breath, brow furrowing in discomfort. “There’s nothing else I can say right now.” And with that admission, Celestia felt the contract shatter like so much glass. The pricking, persistent pressure of the geas vanishing in an instant.

“A-absolutely not!” She half-shouted in the sudden vacuum as the geas she was pressing against dispersed.

She very nearly cursed, until she realized with a start, how very richly purple Twilight’s cheeks were. From the burning of her own, their colors probably matched exceedingly well. Still, so much had passed between them, that there was no probing that issue further at this moment. And as Twilight lowered her hoof and leaned back with a soft smile, Celestia knew the Archdevil had reached the same conclusion.

Closing her eyes and clearing her throat, she tried to gather her scattered thoughts. “Y-yes… well… it has been… a very enlightening talk, Twilight.” She began, slipping into the musical voice she always used, only to find a hoof gently touched to her lips, making her pause as the rapidly formulated words formed a less than impressive ‘mmmph’ before she could stop it.

“No more of that if you please, Celestia.” Twilight responded with gentle censure. “You fall so easily into the courtly mask, and it frankly makes me bitter when you do. It’s scars from a thousand years on a throne you never liked or wanted, but felt you had to fill.”

Celestia found she had no ready response for that, her ears drooping as she found herself reassessing so much of the encounter tonight. So many of Twilight’s behaviours now becoming increasingly clear to her. “H-how do you know so much about… it? About me?”

Twilight gave a dry, humorless chuckle. “Being Power is not just about the perks of strength, Celestia. I intuit so much more now about the authority you have wielded. And the prices of it. Power is something every sentient being seeks at one time or another in their own fashions. And whenever it is attained, it comes at the cost of innocence and youth. Power ages one, Celestia. And none knows that better than the Archdevil every two bit imp and devilkin dreams of becoming.” Twilight shrugged her wings a little, and Celestia realized that while Cadance gave a sense almost like a filly on the cusp of maturity, Twilight’s presence felt… immeasurably older.. aged, matured. And for a brief moment Celestia pondered if this was how she felt to her little ponies.

“Thank you.” The words had once again passed her lips before she had even been aware of her intent to speak them.

Yet Twilight simply smiled, her devilish confidence and aura of seeming invulnerability having near-fully reasserted itself after an utterly candid interlude that Celestia was canny enough to realize had not been in the Archdevil’s plans for the afternoon. Yet, something else in Twilight’s manner made her suspect that she did not regret it. A tension that she hadn’t adequately identified seemed to be missing in her manner now.

“Well, not to turn to more prosaic concerns too quickly, Twilight… but I know I need some time to meditate on all of this. Still.. Since you’re here, might I make a request?”

Twilight perked… she actually perked up a tiny bit at the question. It was almost adorable. “Certainly, what can I do for you?” The wording, the tone, it was a wash of nostalgia that almost stole her calm once again, yet emotionally she was too tired to do more than notice the effect it had.

“Well, for reasons I realize I can’t expound on… even to you… I find I need a copy of Onomastica Demonicus to continue my efforts. I was hoping the Palace Library, if it’s still intact of course, might have one?”

Twilight chuckled as she stood. “Aheheheheheh… you’ve no idea how both proud of and infuriated by that book I am. I’ve created a font of knowledge that I am forever doomed to be ignorant of. It’s maddening!” With a huff she speared it with a glare where it sat at Celestia’s desk as she moved briskly towards the door. “Very well, I can certainly see if it is still there. I’ll have it sent over as soon as I can.”

“Twilight…”

She paused, hoof raised to knock on the door, the Archdevil turning to inquire with eyes and voice. “Hmmm?”

“Come and see me again soon… alright?”

For all of it’s fanged, devilish appearance, seeing Twilight smile with such obvious joy lit up Celestia’s heart as nothing else had since her banishment.

Author's Note

Whoo boy, that took a lot longer than we had hoped. We hope you enjoy and if you notice any errors in grammar or spelling, just let us know! =D

~Ashinda

Canterlot: Moonlight 1

Twilight hummed a simple tune to herself as she trotted down the aisle. Her eyes idly scanning the shelves as she went, looking for the book about demonic glyphs Celestia had requested. It hadn't been too easy to find where this book was located, as studies about demons were generally avoided when it came to Equestrian scholars. The danger of the act usually outweighing any possible gain.

The archdevil let out a long breath, trying not to let the nostalgia of walking through this part of the castle overwhelm her. During some of the harsher parts of her time in Tartarus her mind would drift back to the palace library, wishing she could just curl up with a book in a corner and make the rest of the world fade away. Twilight paused, shaking her head as she tried to bring herself back to the present. It did no good to dwell on things like that now, she was back in Equestria, and nothing would take her away from it again. She glanced to the side, looking at the shelf numbers etched into metal plates. If the library catalogue was right the book she was looking for should only be a few rows ahead.

Resuming her trot, Twilight couldn't stop her thoughts from drifting to her plans for this place. Soon, students would be roaming these halls, some looking for a simple read, while others would be in a full blown panic as they studied for one test or another. Earth ponies, unicorns, pegasi, maybe even zebras or griffins, would all be here. Working together to further their understanding of the world. And through it all, Twilight would be there to help each and every one of them, just like Celestia did for her.

"And, here.. we… are," Twilight said to herself as she spotted the shelf number, quickly scanning the titles to see the one she needed. Only to come face to face with an empty space, her desired book completely missing from its shelf. In fact, the shelf was almost entirely empty. Only one book was left, Treatise on all things Devlish and Demoniac by Snake Oil. Twilight groaned at even seeing that title… it was misspelled! The single biggest pile of ponyflops in book form masquerading as real research! And it was the only book in it’s place in the demonology section.

"What?" Twilight asked the air, her brow furrowing as she tried to come up with an explanation.

The librarians and archivers notes had been meticulous, whether from their own dedication to their jobs or the nobles wanting to know who had been researching what, she didn't know. But either way, she was certain that this book hadn't been touched in years. And even then, Twilight had been sure to seal the library when she returned, wanting to prevent any damage to the delicate tomes if a stray noble had decided to hide inside. Her wards had been untouched, not even registering a single soul inside.

Which meant one of two things: The librarians were wrong, or somepony had managed to sneak inside. And was gathering information on demons, for what purpose she didn't know, but it wasn't likely to be good. A growl rose unbidden from her throat, the sound rumbling through the still room. Her slitted eyes narrowing dangerously as her wings flared open.

Somepony was stealing her books, and nopony took what was Twilight's. What’s worse, if they had just been ransacking the demonology section, the shelf would have been cleared into a sack in one go. They intentionally left this especial turd of a reference book behind to mock her with its academic stench. That meant whoever it was was already disturbingly familiar with the subject.

Nostrils flaring, she scanned the area, searching for any clue as to the perpetrator or their whereabouts. It took her only a few moments to realize that it was hopeless, whoever had done this either was a magical prodigy on-par with her pre-ascension self, or was specially trained in operations such as this, maybe even both. None of those possibilities were optimal, given her weakened state, but unless they had come with specific gear and training to fight her, it was unlikely she was in any danger. Twilight closed her eyes, beginning her century old breathing techniques to calm herself. Power was demanding action, but now was a time for thinking. Nostrils flaring, Twilight re-centered herself, quickly figuring out the best solution.

It was then that she noticed it, hovering on the furthest extreme of her senses. Whenever any magic was used, it left a trace behind, detectable by the proper apparatus. And centuries in Tartarus had morphed Twilight's senses into something that the greatest predators alive would be envious of. There was a faint, tenuous blip to her senses, an evil grin forming on Twilight's face. This one had the distinct feel of being suppressed by some artifact or enchantment, but it was doubtful the creator has thought to plan for an archfiend. But yet, Twilight had to give the pony credit, after another couple minutes it wouldn't have been detectable by even her senses. She was lucky more than skilled.

Twilight let out a shuddering breath, all but dripping with anticipation. She was going to love having this pony trapped beneath her hooves. Whether it ended in them being ripped in half or kissing them into submission, Twilight didn't know yet, but neither did she really care. Her eyes lit up as she called upon some of her internal magic, strengthening her senses as her eyes glowed a menacing purple. After a few more sniffs, Twilight turned her head in the direction the trail went.

"Gotcha"

With nary a sound, she leapt into motion, the slightest breeze the only evidence of passing. She moved with the fluid grace that only a predator on a hunt could, soundlessly sprinting through the empty aisles. Her fanged grin turned lethal as she got close, her wings beating furiously as she increased her speed. A burst of magic from ahead triggered every one of Twilight's senses, her body slightly veering down a different aisle. Whoever she was chasing had realized they were being pursued.

Now the real fun could begin.

Twilight ducked as some manner of combat spell lanced towards her, passing harmlessly overhead. She went to retaliate with one of her own, only to wince as her horns started to smoke. Swiftly cancelling the spell, Twilight dodged around another bolt, she would need to conserve her limited energy for when she finally cornered the fleeing pony.

Her eyes opened wide as she stepped on a glyph magically etched into the floor. Huge conjured spikes forming in mid air, lancing towards her faster than a normal pony could even hope to dodge. But Twilight was not a normal pony, the glyphs covering her body flared brilliantly, her body literally smashing through the spell constructs.

This pony truly was amazing! The only way that trap could have escaped Twilight's earlier scan for hostile magics was if the runes were pre-etched into the floor, and only powered as the fleeing pony sped across them. Twilight didn't know if it was the adrenaline coursing through her veins, but maybe she would want to avoid turning this pony inside out. If only to have another prodigious magic user in her retinue.

But still, that trap spoke to something more sinister. Twilight's prey must have been planning this escape route for a long time, meaning that Twilight was playing right into their hooves by pursuing them. But she couldn't afford to not follow the trail of magic, it was all but certain they would reach wherever they were headed long before she managed to find them again. It was a lose-lose situation, but yet Twilight couldn't stop the electric thrill from coursing up her spine. It had been a long time since she had been presented with a challenge like this.

Swiftly, she brought up her mental map of the library. Honed during years of roaming, it had barely faded during her time in tartarus. Tracing her path backwards and combining it with the direction the pony was currently heading, it wasn't too difficult for Twilight to figure out the general area of her prey's destination. Twilight couldn't help but feel surprise at the complexity of the path, if it was anypony but her, it would be nigh impossible to figure out. Growling, Twilight clenched her teeth, it would be foolish to play into the pony's plans by continuing to chase them, Twilight was powerful sure, but even she couldn't take an infinite amount of punishment. Twilight huffed, she had to choose, take her chances pursuing, or take the gamble that her calculated destination was correct.

Twilight let out a grunt, tripping as she avoided another trap. She managed to roll back to her hooves, but not before the pony gained some distance on her. Twilight sighed, she simply couldn't play this pony's game, she would lose every time. Well then! Twilight veered off the path, heading directly towards what, she hoped, was the pony's end goal. The only way to beat her opponent, was not to play by their rules at all.

It didn't take her long to reach it, and after a quick look around for anything sticking out, unlikely as it was, as to what the intruder was running to, faded into the shadows. Concealing her presence from all but the strongest of detection spells. Something that even somepony as skilled as this one shouldn't be able to do without obscene preparation. But judging from what she had seen so far, it still wasn't beyond the realm of possibility.

She only had to wait a few minutes, as her demonically enhanced senses soon picked up a presence making its way towards her. Smirking as well as she could in her incorporeal form, Twilight edged through the shadows on top of the massive bookshelves, moving as fast as possible while maintaining complete stealth. She looked down, watching as a cloak-covered form sprinted through the aisle.

Twilight frowned, she would have loved to find out who was giving her such a hard time. But, the cloak was heavily enchanted to prevent exactly that, not that Twilight was surprised anymore. This pony had taken every possible precaution, a magic cloak was par for the course now. If nothing else, the general body type seemed feminine.

Suddenly, the pony skidded to a halt, stomping their hoof three times onto the ground. Twilight's brow furrowed, what was she signaling? She got her answer in the form of a huge burst of light, seemingly coming from everywhere. It banished all shadows in the room, including the one Twilight was hiding in, preventing her from seeing or doing anything. A few seconds later, the light disappeared, and the pony was nowhere to be seen. Growling, both at having being snubbed by her prey and her idiocy in being tricked so easily, Twilight leapt out of the shadows to the pony's last position.

The pony's magic was thick in the air, most of it being the remnants of the light spell, and therefore useless. But Twilight would have felt if the pony had teleported, so there must be something nearby. Twilight scanned around her, looking at every inch to make sure there wasn't any clue. It didn't take her long to decide that there was nothing.

Wait…

Twilight smacked her head. She shouldn't have decided that so quickly! Narrowing her eyes, she took a second look, on guard for any wards. Going over each shelf, book by book, it didn't take Twilight long to figure out where the wards were. Through brute force alone, she punched her hoof through the magical constructs, grasping ahold of the core and yanking it out in a small burst of light.

Only to come face to face with… another book.

Twilight furrowed her brow, looking at the decidedly uninteresting book in her hooves. It was just a reference book for some law tome elsewhere in the library. Why run to this? Turning it around in her hooves, Twilight searched for any indication as to the book's purpose. Finding nothing, she opened it, only to see the usual dry text that would be in a book like this. Frowning, Twilight augmented her eyesight to check for enchantment, and immediately the pages turned blank, the text was an illusion!.

Now she was confused, what purpose would a blank book like this serve? Her glower only intensifying as she leafed through empty page after empty page, Twilight could feel her anger rising. That is, until a flash of ink caught her eye. Amidst a sea of blank pages, the only thing in this entire book was… a tiny, amazingly rendered little sketch of a reference volume, laying on its side.

What? That doesn't make sense! What purpose would a doodle of a book have in a book! She tilted her head in perplexity, until narrowing her eyes she gazed harder at the tiny drawing… three hooves tall.. a hoof and a half thick… dark cover with two light colored stripes on the- It was a reference tome from the Abjuration section. But what sense did it make to have a perfect sketch of such a book in this one? Quickly she began flipping through the rest of the pages, looking for any other sketches, any other indications of something odd. Blank, just the one book on one page about halfway through…

Alone, the drawing made no sense. But her prey had been on the run, so if there was a blank book made to look like a dry legal text at the end of her trail then had she entered the book? Haycarte’s method! Twilight smirked evilly, she wasn't out of this game yet! Okay, a pony enters the book using Haycarte’s method, drops a book while running through the book… and does not exit the book when she reaches the end. There were no ponies in the book now, which meant that they would have had to have gone somewhere. Some additional method of transit was at work…

Twilight smirked, the pieces of the puzzle coming together. It wasn't unheard of for ponies to use two objects as anchors for teleportation, but the act of combining it with Haycarte's method was genius! You could move information, ponies, supplies, anything! And it was damn near impossible that somepony would stumble across it by accident! Her horns lit up, and she fought through the pain, as she cast the spell she originally created. Quickly she found herself in the book, and burst into a gallop towards the end, snatching up the discarded abjuration tome as she went.. tucking it safely under a wing.

When she saw the end approaching, she ignited her horns, searching for traces of the teleportation spell. It was much easier to find with the book, and she was quickly able to piece it back together. With the sucking sensation that always accompanied teleportation, Twilight found herself in a different book. Immediately she rushed to the beginning of the book. Upon reaching the coverpage, Twilight was greeted with the sight of the outside world. Usually the book would have to be open, but Twilight wasn't surprised at this point, this pony had proved to be far more resourceful. Suddenly, the cloaked pony came into sight, their face was still hidden but the telltale glow of a spell being cast clued Twilight in to what was about to come.

A tongue of flame leapt from under the pony's hood, lancing towards the book Twilight was in. Swiftly, Twilight threw up a protective shield, sending the wave of flame hurling to the side. The pony stepped back in shock, their surprise only lasting a moment as a second spell came from their horn, the cracking of wood as the base of the bookshelf behind them was crushed, the tall shelf beginning to tip with the base no longer stable. The pony turned around, horn lighting again as they disappeared into another book, just before the bookshelf began to fully collapse. Twilight leapt out, just slow enough to allow the pony to escape again, the bookshelf falling in front of her. Books and splinters were sent hurling, forcing Twilight to cover her eyes. Cursing as she lost track of the portal-book in the process.

Twilight did her best to ignore her smoking, twinging horns, sending the pile of wreckage in front of her flying. If she was a lesser magic user, finding the book would be difficult, but Twilight was the Archdevil of Power, and she was not a rookie! Dozens of books spiralled out of the mess, rapidly passing through a scanning matrix before being discarded into neat (and subconsciously alphabetized) stacks until she found the one she needed.

Glaring at the unremarkable tome, her thoughts raced. Simply following the pony through the books would be too slow. There was a small amount of time between entering and exiting the book that was too easy to capitalize on. She had to be faster. Igniting her horns, she attached a complex tracking spell to a general purpose magelight before sending it into the book. It would serve as a crude searcher, duplicating itself twice with every new connection it came across, drawing a slight bit of magic from each ensorceled book to fuel the duplication. One monitor to mark the book, and two seekers to search for others.

If it found any trace of something else moving through the network, Twilight would receive an alert, making it easy for Twilight to teleport to wherever it was. She would have to conserve her teleports though, she wasn't up to full strength, and long distance teleports would rapidly drain her of what little reserves she had. She felt the burst of magic as the construct left the book, sent hurling off across Equestria.

Closing her eyes, she started to receive information back. Two, four, eight, sixteen… the numbers kept climbing, faster and faster, each seeker orb becoming a glowing light in her mind. The mental picture in Twilight's head grew and grew, the web of connected books expanding into a truly awe-inspiring network. Twilight couldn't help but be impressed, years of work must have gone into this. Smiling victoriously, Twilight sat down and began taking long, slow breaths, focusing on marshalling her strength. Right now, it was a waiting game.

Suddenly one of her constructs flashed. There! Immediately Twilight lit her horns, popping into existence in what seemed to be a used book store. She looked around for any hint of the pony, only to see an entire bookshelf turned to ash.

"Horseapples!" Twilight exclaimed.

One of her precious teleports gone and nothing to show for it. Scolding herself, Twilight grit her teeth as she rode out the following headache. How could she be so stupid! All she had to do was wait until the trackers had her cornered. Grumbling she spun around, her hoof lashing out in anger. She didn't know what she hit, but it definitely gave off a satisfying snap.

With the worst of her anger released, Twilight went back to studying the still forming map of the network. There seemed to be two types of books. Long distance books, like the one in Canterlot, that connected different towns or cities, and short range books that provided transportation to and from the long-range books inside a city. The trackers apparently didn't even need to leave the books, simply hopping from one spell matrix to another, eliminating a possible window of exposure.

It was genius, Twilight found herself thinking again, whoever used this network would have easy access to anywhere in Equestria, while completely avoiding any of the security checks the nobles had set up. And the only reason why that would exist is if someone either wanted to avoid, or was actively fighting against the nobility.

Her thoughts were interrupted by another ping, her trackers finally managing to find the fleeing pony once again. Judging from the map, the pony was burning every single book behind her, cutting off any direct pursuers. But, didn't seem to be aware of the constructs now littering the network. Twilight waited patiently, watching as her constructs overtook the fleeing pony, her path becoming more and more predictable by the second. Her mind working overtime as the local network ahead of her prey became defined, she narrowed down her next jump to two possible locations.

After a quick look at where she could go next, Twilight quickly determined that these were the best odds she'd have in a while, both were on direct course to four of the major teleport books, if her target got to one of them she’d be leaving easy teleport range. Horns lighting up, she teleported away to her chosen gamble. Popping into being, Twilight quickly ducked into the shadows, eyes closed as she mentally glared at the mental impression of her prey’s movement. Ignoring the faint sizzling sound and smell of her burning horns and the stabbing pain of overtaxing them.

Come ooooon… come oooooon!

A few seconds later a pony burst into existence, horn lightning up immediately as they turned the bookshelf behind them into flame. Twilight's eyes looked over the pony quickly, taking in every bit of information she could. It did indeed look like a mare, judging from the general body shape, obviously a unicorn. Their posture was sagging, visibly moving up and down as the pony breathed. Twilight narrowed her eyes, smiling gleefully. Her opponent was tired, and therefore weak. With nary a sound, Twilight leapt from the shadows. Her form coalescing only feet above her unsuspecting prey. Caught completely by surprise, the pony didn't even resist as she was brought to the ground, Twilight quickly pinning their legs beneath her own, her greater weight unaffected by the frantic squirming of her prey.

"Did you think you could escape me!?" Twilight said, her voice resonating with power, gleeful at a successful capture. "You've lead me on a good chase, and for that I'll give you…" her victorious monologue trailed off as the hood fell down, revealing the pony's face. Wide, panicked, tear-filled purple eyes, all but hidden behind thick glasses, cream colored fur, with a red and purple mane. Her shock froze her in place as the mare squirmed a foreleg free, dipping it into her saddlebag to pull an egg sized crystal from it. That pulled Twilight from her stunned immobility, but not quickly enough to prevent her prisoner from smashing the crystal to the ground.

“Y-you won’t g-get them!” The mare shrieked shrilly, eyes screwed shut as her struggles redoubled. Twi felt the pulse of magic from the shattered gem. Not an attack, a beacon signal that rippled out from their location, probably setting off some form of alarm, likely for miles.

"Moondancer!?" Twilight shouted, trying to get through her panic. “Stop struggling, I’m not going to hurt you! I...” Her voice fading out into a wash of memories, unable to say anything else at the sight of her long-lost friend and the feelings the recognition woke inside her.

But the cream furred mare’s struggles paused, her eyes flickering open in confusion as she looked passed the fangs and horns and slitted eyes..."T-twilight!?" Moondancer exclaimed in the same stunned way, her expression one of unbelief. She looked up at the face of her friend. Sure it was different, but it was still obviously Twilight Sparkle behind all the new adornments.

Twilight couldn't stop herself, she bent down and captured Moondancer's lips with her own. The pony’s struggles started again, “Mmmph!” But for only a few moments before the intensifying pulse of Twilight's aura overwhelmed her, limbs falling still, submissively moaning into the passionate kiss. Eyes glazing over a little as she began to shyly return it. Twilight didn't hesitate to plunge her tongue into her friend's mouth. Moondancer's lips and tongue clumsily responded to Twilights, the pony doing her best but was clearly inexperienced. No matter, Twilight would have plenty of time to give her some lessons, drinking in the giddy rush of excitement that came with the contact. Eventually however, the unicorn ran out of air, pulling away as she sucked in greedy gulps of air. The two of them stared at each other, the power of Twilight’s presence slowly releasing hold of Moondancer’s mind, her mouth working as she tried to find words again.

"I th-thought you were d-dead!" Moondancer finally managed in between weak, panting gasps.

"Dead? No, came close to it a few times," Twilight replied with a smirk on her face.

Moondancer opened and closed her mouth a few times, trying to figure out what to say next.

"And no, we were not banished to the Badlands. Those bastard nobles sent us to Tartarus, thinking that it would remove us from the picture a bit more permanently. It almost worked, but we're back now."

"Nnnngh… I-I knew it!" Moondancer exclaimed in the way only a vindicated scholar could, momentarily forgetting her compromising position under the Archdevil. "Any mage worth their salt could have felt the ripples through the aether from your banishment, but I knew it was far too big for the Badlands. Never would have thought Tartarus though," her face darkened. "So it's you behind the invasion?"

"Well, the rest of the elements and Cadance are back as well, but yeah, its us behind it," she placed a hoof on Moondancer's lips, silencing the mare's reply. "I know how it looks, but I don't have the time to explain it all right now. When we get back to Canterlot we'll have more time."

Suddenly, three other forms leapt out of another bookshelf, each of them sending a spell hurtling at Twilight. Instinctively, the arch devil rolled to the side, holding Moondancer close to her chest as she avoided the projectiles.

"Get off of her you fiend!" One of them shouted, and Twilight felt them gathering magic for a second attack. Her senses working overtime as she assessed this new threat. The spells were frantically aimed, and of average power. Two telekinetic bolts and one base level run-of-the-mill stunner. It was also taking them too long to recharge such average spells… She let them finish.

As they again fired she whipped out her wing, the demonic runes covering the draconic membrane flaring as she battered the next three spells to the side, blasting a good chunk out of the ceiling as she did so, hmmmph, three TK bolts this time… just as frantic as the first volley. Simultaneously, she slipped a hoof under her wing, plucking an object kept snug underneath it with a simple sticky cantrip. Her hoof whipped out, throwing a glass tube at her attackers. The vial shattering as it hit the floor in front of them. It contained the same magic nullifying gas used to capture unicorns in Canterlot, meaning that unless the three aggressors came prepared, they had now lost the fight. Considering their spell loadout, she doubted they could be.

"What the?" One of them said, feeling her magic wither away as the clingy vapor wrapped around her. Twilight's brow furrowed, she knew that voice. Narrowing her eyes, she popped a light spell from her horns, a purple disorienting flash going off in the faces of her attackers let her finally be able to take a good look at them. Minuette, Twinkleshine, and Lemon Hearts stood there with varying expressions of shock and pain on their faces, rubbing at the vapor clinging to them and blinking dazzled, tearing eyes. A large stack of books were piled behind them, the missing volumes from the library… and possibly more. Igniting her horn, Twilight’s magic reached out to surround them, her face split in an almost madcap grin as she yanked them towards her, capturing all four of them, including Moondancer, in as big a hug as she could manage.

"All of you are here!?" Twilight shouted in excitement. "This is going to save me so much time!"

"What the…" Minuette grunted, struggling in Twilight's iron grip. "T-twilight… nnnnngh… h-how!?"

"Yeah," Moondancer said from where she was buried in the pony pile. "I'm just as surprised as you are."

“Hnnnngh… a-air!” Chimed in Lemon Hearts.

With a gleeful laugh, Twilight forced herself to ease up, but only so much, the bubble of happiness made her chest feel so close to bursting, she’d not relinquish her new prizes yet.

"That's.. h-huff… better, but would you mind getting your mane out of my f-face Moondancer?" Twinkleshine asked, gasping. "You would think the resistance would teach you proper hygiene."

"Well excuse me for spending the majority of the past decade in books! I can't exactly show my face around Equestria with me being the third most wanted pony!" The bespectacled pony huffed, wriggling in offense at the comment, though managing to get her unkempt mane out of Twinkleshine’s face.

"Resistance?" Twilight asked. "I thought it was destroyed when the Wonderbolts were captured."

"Yeah, it just went deeper underground," Lemon Hears said with a pout. "And we would have joined up if Moondancer hadn't kept us away."

"I told you girls! It's dangerous enough being known associates of mine! If you gave the nobles any excuse at all you’d just get killed!" Moondancer said back.

"Stop," Twilight said tersely, the four ponies bundled in her wings and forelegs quieting immediately. "We can discuss this back in Canterlot. I don't know where we are right now, and I don't want to be exposed any longer than I have to."

Her horns lit up, pulling a second tiny item from beneath her wing, a tiny emerald gem lit from within with sickly green fire. Tossing it hard to the floor it cracked and released the power within, quickly forming a demon portal in the center of the shop, beyond which was her room back in Canterlot Palace. Twilight stood up, wrapping each of her friends, as well as the books, in a telekinetic field as she trotted through the opening.

"Hey! Wait, w-we were just escaping from there!" Minuette shouted indignantly as she was dragged through the portal.

"I don't think it took," Twinkleshine snarked resignedly.

Twilight looked around her room as she trotted into it, her four friends floating in the air behind her. The scent of sex was still heavy in the air, no surprise considering the state she left the Wonderbolts in before she absconded.

"Twi?" Dash said from the bed. "Would you mind explaining why you're coming through a portal from Celestia knows where with four unicorns, instead of resting with these damned sexy pegasi like you’re supposed to be?"

Twilight turned around to see Dash laying on the bed, Spitfire and Fleetfoot happily snuggled up to her sides. Almost casually, Dash was stroking them, the huge, drippy shafts smearing pre over Dash's lower body, the glistening around her muzzle indicative that she had been sucking them off as well. The two Wonderbolts were moaning in bliss, barely reacting to their mistresses presence as they shuddered against Rainbow. Soarin was splayed out on his back, his still semi-hard cock flopped against his chest, leaking a steady amount of pre. The stallion happily snoozing away as he drooled all over a pillow. The still cumbloated Scootaloo was in a similar state to him, carefully tucked in with a mound of blankets and cushions.

"I'll explain later, but I need you to go get four horn suppressors, don't want anypony getting any ideas before things have been explained to them."

Saluting with a wing, Dash got up from the bed, hurrying through the door to accomplish her task. Both Fleetfoot and Spitfire had dazed, but extremely miffed faces as they sat up. Annoyed at their slow stimulation being ended.

"Oh don't give me that look, I brought you a present," Twilight said, floating a thoroughly confused looking Twinkleshine into Spitfire's lap.The unicorn had a look of wide eyed shock on her face, not knowing what to think of the famous pegasi holding her, or the giant cock trapped between them. But as a smirking Spitfire pressed a hoof to the back of her neck and claimed her in a soulhazing kiss, it became pretty clear her thoughts weren’t of immediate concern to the randy pegasus.

"And one for you," Twilight continued, plopping Lemon Hearts into an eager looking Fleetfoot's hooves. The unicorn giving an adorable “Meep!” as she was bowled over and pinned beneath her captor. A gasp escaping her lips as jaws closed against the side of her sensitive neck, gnawing tenderly against her as she squirmed beneath the pegasus' fondling hooves.

"And for you," Twilight finished as she dropped Minuette on top of the sleeping Soarin. Roused from his slumber, the feral stallion had a confused look on his face as he found himself in possession of a pretty mare. But it didn't last for long, rolling over, he pinned the soft blue unicorn beneath him and pressed his lips to hers. The kiss gentle and searching, Minuette shuddering as the powerful stallion lowered himself onto her. But it was still only a brief moment before she was blushing furiously, trembling in his grasp as her lips parted, letting his thick tongue slip into her mouth.

This kept all of them quite distracted until Rainbow returned, grinning slyly, moving between the squirming unicorns, lowering suppressors over their horns, leaving them at the mercy of their captors. The devilish pegasus giving a pleased purr as she flew to hover before the still levitated Moondancer.

“Welcome, I'm sure Mistress will take good care of you,” she murmured with a wicked little grin for the blushing unicorn, before with a swift, practiced move, the last black band slid into place on her horn. Dash giving her a quick teasing peck on the lips before returning to the fun on the bed.

That done, Twilight deposited the books off to the side, neatly stacking them as she searched for the one Celestia mentioned. It didn't take long to find, separating it from the rest as she finished sorting them. Opening her door she peeked out into the hallway.

“Guard, go to Cadance’s chambers, ask Quiet Step to come to me.”

The empty eyed demon had bowed and barely taken a step when a voice called out from the seemingly empty corridor. "Lady Twilight? I heard my name in passing." The plain looking stallion she wanted was cantering towards her door from the adjoining passage. "How can I serve you?"

Twilight levitated the tome towards him. "Bring this to Celestia and make sure she's completely satisfied."

"Yes Mistress," Quiet Step replied as he gave a respectful bow. Turning on his hooves, he trotted down the hallway, rolling his hips as he did so, showing off his rather shapely backside. Twilight couldn't help but chuckle, Cadance surely trained him well.

"What about me?" Moondancer asked, looking rather put out as she hovered in Twilight's magic field, though a squeal from the bed made her blush hotly as she mentally reviewed her… options.

Now with her other concerns taken care of, Twilight was finally able to look her friend up and down. Scrunching her nose up at the rather unpleasant odor that seemed to emanate from her, Twilight couldn't deny that her friend needed a fair bit of work to be presentable.

"You? You need a bath." It only took a stern look from the archdevil to cut off the pony’s response. The pony folding her arms across her chest as she pouted to the side. Chuckling, Twilight floated the pony out of the room. Although she couldn't help but smile as she checked in on her other friends, all of them were now putty in her pegasi's hooves.

Upon entering the bathroom, Twilight wasted in no time in drawing a bath. The large tub rapidly filling with the hot water as Twilight busied herself with gathering all the things she would need to ensure that Moondancer would come out of this room a completely different pony.

"Now," Twilight said, finally plopping Moondancer down in front of her. "Let's get that cloak off."

"Wait!" Moondancer shouted, trying to avoid Twilight's hooves. Twilight would have none of it however, and pulled the thick cloak off of her friend. Tossing the worn garment off to the side. Immediately Moondancer dropped to the floor, curling into a miserable ball as she tried to cover as much of herself as she could.

"Moondancer?" Twilight asked, puzzled. "What’s wrong."

The unicorn let out a long, shuddering breath.

"When I took part in the uprising, I overestimated my own strength," her voice was wooden, clinically emotionless, which only made it more tragic than tears. "But I fared better than most. I don't know how powerful you are right now Twilight, but the mercenaries the nobles hired are vicious. We went into the fight thinking the noble's guards were not even half as strong as they were. I still dream of them, every time I sleep, just… slaughtering us," With a defeated sigh Moondancer slowly uncurled herself, exposing her body to Twilight.

The first thing Twilight noticed was a fine, puckered line starting at her right shoulder and continuing most of the way down her body. It was almost possible to miss, as her remaining fur managed to cover most of it, but Twilight had seen more than enough scars to pick this one out. There was also a splattering of small, discolored patches of fur, whether from shrapnel or burns Twilight couldn't tell from this distance. It was certainly more that what should have even been on a pony like Moondancer, but it didn't seem like something worth the mare's first reaction.

"Moondancer," Twilight said slowly. "Are you okay?"

The unicorn let out a sigh, hanging her head as she turned to the now full tub. "Nopony came out of the past decade without scars Twilight. It's just that some are worse than others." With that said, Moondancer slipped into the water, closing her eyes and moaning as the hot water washed over her tired body. After taking a few moments to simply revel in the sensation of being in a tub once again, she opened her eyes, giving Twilight a small smirk. "Aren't you going to join me?"

Twilight pursed her lips, recognizing the change in topic for what it was, but choosing not to comment. Besides, she had a mare who desperately needed a bath waiting for her, things could wait for now. Matching Moondancer's smirk with one of her own, Twilight slipped into the tub as well, quickly pulling the unicorn to her.

"I can bathe myself you know," Moondancer said, halfheartedly pushing Twilight away from her.

"No, judging from the state of your mane you haven't been able to do that for weeks, if not months," Twilight said simply as she finally wrestled the unicorn in-between her legs, pressing the mare's back up against her barrel. The mare's response was cut off by the sudden flurry of activity as magically levitated combs and brushes began to work on her mane, and neck, and face. She wanted to protest, but wherever she turned, was just another brush, scrubbing and grooming and working through her fur right down to the skin…. and it felt too good to resist. Sighing, Moondancer sank back into Twilight, allowing the archdevil to have her way with her.

"There we go," Twilight murmured. "You're mine now Moondancer. Let me take care of you." Gentle hooves brushed through her slowly detangling mane.

Moondancer wanted to speak up about the phrasing Twilight used, but found her voice trailing off as Twilight levitated a stream of hot water out of the tub to splash gently over her head, the Archdevil’s hooves massaging her scalp as she cleaned out the last of the debris hidden in her mane. Her mouth working, but unable to get words to form as the tingling pleasure at the gentle but thorough grooming gathered at the nape of her neck. "This feels nice," Moondancer finally managed, only to immediately feel embarrassed at her understatement.

"Nice?" Twilight said in mock indignation. "I spent centuries learning how to bathe Rainbow. I like to think I at least earn an 'awesome'."

Moondancer chuckled, idly pushing her head into Twilight's skilled hooves. "What do you mean centuries? You've only been gone ten years."

"Time moves differently in Tartarus. We were in there for three hundred," Twilight's hooves paused as she thought of what to say. "It was… difficult for us to keep going through all of it. But Equestria is our home, and we weren't going to leave it in the hooves of those nobles. We couldn't even start to plan to return for sixty of those, and even then we had a lot of things to take care of in Tartarus before coming home."

"Well, I'm sure all of Equestria appreciates it."

Twilight chuckled. "Well, I'm sure the nobles wouldn't agree with you on that. And even for the common pony things are going to change. It's going to be rough for a while, but we'll turn Equestria into someplace worthy of all the sacrifices that were made for it."

The two of them lapsed into a companionable silence. Twilight too busy cleaning the mess that was Moondancer's mane and coat to talk, and the unicorn far too busy enjoying the archdevil's ministrations to form a coherent thought.

"So what's it like? Being a devil?" Moondancer finally said, her mind finally being able to get words out of her mouth again.

"I'm surprised you were able to tell the difference. Most would just call me a demon," Twilight replied, rinsing Moondancer's mane for the third time.

"I like to think I'm more well read than most ponies," Moondancer said, her scholarly pride showing through.

Twilight let out a laugh, giving the mare a small hug. "You certainly are! Leaving Snake Oil’s dud to taunt me like that! And to answer your question: it's different. There's a lot more to it than I can, and should, tell you right now. But in a nutshell? I'm essentially the same Twilight Sparkle you know, just with a few added benefits."

"Like what?"

Smiling evilly, Twilight pulled Moondancer closer to her, one of her hooves slowly inching its way down the mare's body. "Well, learning how to give you this bath for instance. Centuries worth of magical knowledge, as well as centuries learning how to give pleasure from the Archdemon of Lust herself."

Moondancer couldn't stop herself from blushing at Twilight's words, her insatiable curiosity piqued. Chuckling along with Twilight, she didn't resist as the archdevil’s hoof drew teasing circles on her lower chest.

"In fact I'd love to show yo-" Twilight's voice cut off as her hoof reached Moondancer's inner thigh, rough, scarred skin greeting her. Immediately Moondancer stopped laughing, instinctively trying to escape Twilight's grasp.

"Stop!" Moondancer shouted, pushing futilely against Twilight's iron legs.

"Be still!" Twilight ordered, power rolling sharply through her voice. The unicorn freezing instantly in her grip. She ran her hoof over the area, mapping out what should have been Moondancer's unblemished skin. It extended from just above her knee to mere inches away from her marehood, the pockmarked, uneven texture painting an extremely unpleasant picture in Twilight's mind.

"Moondancer," Twilight said, her voice low and icy. A seething hissing crackle underlying each word that she spoke. "How did this happen?"

"Please don't ask!" Moondancer responded, her voice cracking as the beginnings of tears pooled in her eyes.

"If one of those… those sorry excuses for living beings touched or tortured you…" Twilight's voice trailed off, her entire body clenching protectively around the unicorn.

"No! It's not that!" Moondancer replied, wiggling in Twilight's grip as the archdevil quite literally began to heat up.

"Tell me," Twilight said simply, the raw power in her voice brokering no argument.

"I fell! Okay?" Moondancer shouted. "I tried to fight, but none of my spells even got close to doing anything! So I ran! And I tripped and the bolt that was meant for my head hit my crotch instead. I got lucky."

"Moondancer..." Twilight said slowly, her heat slowly bleeding off.

"That's when I created my Bookwork. It really wasn't that hard once I put my mind to it. The formulae to combine Haycart's method and a slightly modified teleportation spell got much easier when I decided to use specially made books. After I got done with that, I figured if all I was good for was running, I may as well be the best damned runner in the Resistance. So I taught myself to create those traps you saw in the library, and all the enchantments that would keep me hidden."

"Bookwork?" Twilight couldn't help but chuckle, the proud and personal title helping her slough the last of her devilish outburst.

Moondancer huffed. "Well it's easier than saying Book Network all the time."

"Oh don't make that face with me. I think Bookwork is cute," Twilight replied, nuzzling into Moondancer's now clean mane, her hooves once again starting to wash the mare's coat.

"Doesn't matter anyway, if everything went as planned it should quite literally be ashes right now," Moondancer said with a note of disappointment.

"What do you mean?" Twilight asked, pursing her lips as she explored Moondancer's body. She was much better muscled than what Twilight remembered, which came as no surprise due to the mares profession. But nonetheless it felt almost alien on the mare, lean muscle replacing what should be soft curves.

"When you caught me, I broke that crystal which sent an emergency signal telling the resistance the Bookwork has been compromised. I had followed my predetermined escape path, leading you away from most of the Resistance's power base as other cells burned whatever books they can get their hooves on. By now, the majority of the network should be destroyed," Moondancer sighed. "Years of work down the drain."

Twilight closed her eyes, casting her thoughts out towards her oh so useful little seekers, and even as she watched, points after points were shivering out of existence. The Bookwork was being toppled, and she was in no condition to stop it. She sighed and gave the creator of such a genius labor of love a tender squeeze. "No matter," Twilight replied. "You'll just have to remake it, and I'm sure it'll be even better this time. Especially with my support."

"You're not… mad at me?" Moondancer asked, concerned at having disappointed the archdevil.

"Mad? No, irked that a magical achievement like yours would be destroyed, yes. You were protecting your comrades from an unknown foe who was clearly dangerous, I can't fault you for that. But if you really feel bad about it," Twilight's voice took on a teasing lilt. "I suppose I could properly… punish you later." Moondancer felt a heated blush spread across her face, Twilight softly chuckling at the mare's reaction.

"So what's next then?" Moondancer continued. "Turning Equestria into a demon's playground? Right after you execute the nobles of course."

"In simple terms? You're pretty close I suppose, but there's a lot less fire and brimstone than what you're imagining. The universe doesn't need a second Tartarus. But as for you? I confess to having plans for you. Ones that I've been… fantasizing about for a long time."

"What types of plans?" Moondancer asked, almost afraid of the answer.

"Well, us devils place a lot of importance on ownership. I'm sure you've already began to feel the effects of being this close to me for so long."

The unicorn cocked her head, looking at Twilight out of the corner of her eye as she tried to figure out what the archdevil was talking about.

"Moondancer, how do you feel when I say you belong to me?"

Moondancer's brow furrowed, why would Twilight have to point that out? It was obvious wasn't it? Twilight wouldn't be bathing her like this, fretting over her if she didn't. Wait… this feeling of being owned, and the subtle thrill that went with it, wasn't there before.

"You've accepted it faster than most ponies, probably due to either prior affection towards me, or general submissive tendencies. Maybe even some combination of the two," she continued, barely noticing the fiery blush invading Moondancer's cheeks. "But I digress. You do belong to me now, in whatever way you interpret the word. And when I took up the mantle of Power, a lot of new things started to appeal to me. And one thing that I found particularly enticing, is finding mares like you, magical prodigies, and making you fat with my foals."

Twilight's voice grew husky, her warm breath teasing between Moondancer's ears. "How does that sound? Next time you go into heat, I'll pump you full of enough cum to impregnate a dozen mares. Then plug you up to ensure it sticks. Before long your belly will bulge as our foal grows in you, your teats growing milky, and even then, I'll be fucking you regularly. And after you give birth, as soon as your next heat cycle starts, I'll impregnate you again," Slowly, Twilight's hoof trailed to Moondancer's marehood, the archdevil nothing with supreme satisfaction the way the unicorn squirmed in her grip. "How does that sound?"

Moondancer couldn't deny the pure erotiscm in Twilight's voice, and neither the tingling in between her legs. Biting her lip to stifle a moan, Moondancer quivered as Twilight's hooves teased her marehood, pulling her lower-lips apart as she dripped her arousal into the bath. She did want to have foals at some point in her life, like most mares. Planning to look for a suitable mate once she had finished getting her third or fourth doctorate. Obviously, the noble's coup had thrown a wrench in her plans. And once the rebellion failed, she had all but given up hope in having a foal of her own. But now there was a golden opportunity staring her in the face, not to mention that Twilight Sparkle really was prime breeding material. She gave her muzzy head a little confused shake… w-why was it so easy to see.. her like that?

"There we go," Twilight said, smiling as Moondancer let out a cute little moan, the unicorn melting into her chest. "I knew you would come around."

Bending down, Twilight pressed her lips to Moondancer's, plunging her tongue into the unicorn's mouth. Twilight kept the liplock as she rose from the tub, horns lighting up as she levitated the mare with her. A quick burst of heat spread over the mare as Twilight cast a drying spell, not wanting to waste time properly towelling off the mare. Breaking the kiss, Twilight gave the mare a smirk as she floated her back into the bedroom.

"Hey Twilight!" Rainbow said, happily pumping her cock into Lemon Heart's mouth, the mare being rocked back and forth between her and Fleetfoot. Despite the massive cock plugging her mouth, the mare's moans were easily audible, her face screwed up in a mask of ecstasy

"Hey yourself," Twilight replied as she looked at the state her other two friends were in.

Twinkleshine was happily bouncing up and down in Spitfire's lap, the pegasus' balls slapping wetly against the mare's plot as Spitfire thrust up into her. The two mares were engaged in a heated kiss, the unicorn's cheeks bulging as Spitfire did her best to shove her tongue down the mares throat.

Minuette may have been in the most interesting position, with her laying on her back, Soarin standing above her. The stallion was humping his cock in and out of the mare's throat, every now and then hilting himself fully as he rubbed his musky balls over the unicorn's muzzle, his mouth was buried in the mare's pussy, happily feasting on her nectar. If the unicorn had any qualms about the rough treatment she wasn't showing them as she eagerly pressed her crotch into Soarin's face, her hooves wrapped around the stallion's plot, eagerly pulling him deeper into her mouth as he humped up and down.

"And here we are," Twilight said as she laid Moondancer out on the bed, placing the mare on her back. Immediately the unicorn curled in on herself, trying to hide her crotch from Twilight's view. "Nuh-uh," Twilight said, using her magic to keep Moondancer’s legs spread.

From this angle, it was easy to see the scar that took up most of her inner-right thigh, It was obviously caused by one of the more aggressive spells a unicorn could cast, the flesh was puckered and twisted, with streaks of discolored skin running through it. Twilight pursed her lips, it would not do to have one of her best friends marked in such a way. Slowly, Twilight leaned down, placing her head closer and closer to Moondancer's nethers.

"Twilight…" Moondancer said in a dazed voice, not believing what was happening.

"Shhh, my little pony, let me take care of you," Twilight replied, extending her tongue and trailing a single long lick up Moondancer's scarred thigh.

"What are yo…" Moondancer started to say, her voice trailing off into a long moan as her scar started to tingle, warmth infusing her entire body as Twilight's tongue licked her tender skin. Again and again Twilight licked her scar, the entire area becoming almost unbearably hot. Slowly but surely, Moondancer felt her skin start to relax, tension she had been living with for years being washed away in a sea of heat and bliss. Eventually, Twilight pulled away, leaving Moondancer's now much smoother thigh covered in a sheen of her saliva.

"I did what I could now, but it'll take a few more sessions to get rid of most of it," Twilight said. Moondancer didn't really listen to the words, the sensation of Twilight's warm breath coursing over her marehood proving much more enticing. "Oh?" Twilight continued, finally noticing how wet Moondancer had become.

Chuckling, Twilight brought her face closer to the unicorn's slit, blowing a short breath over it. Immediately Moondancer's body clenched, a gasp escaping the mare as a fresh stream of marecum fell from her pussy. "Moondancer? Look at you," Twilight ran a hoof over the unicorn's slit. "So wet already? I barely even touched you." Twilight smirked, gently teasing the soaked marehood in front of her, it's owner squirming on the bed. "I suppose I could help you out, but you have to beg me first."

"Please,Twilight," Moondancer whimpered, squirming as Twilight's hoof coaxed out her clit. "Make me cum."

"You know that's not what you should be calling me right now, Moondancer," Twilight replied, an evil glint in her eyes.

"Oh please.. Twi...M-Mistress! Make your pet cum!" Moondancer shouted, before letting out a loud moan. Almost as if the act of submitting was pleasure in and of itself.

"Such a good little pet," Twilight cooed, bringing her face to the unicorn's engorged clit. "Now, cum for me pet, cum for your Mistress," Twilight bent down and suckled Moondancer's clit into her mouth, assaulting the sensitive nub with her lips and tongue.

Immediately Moondancer let out a scream as an orgasm exploded through her, her vision going white as the tides of bliss washed over her. Fire spread across her body, her legs shaking as she pressed her marehood into Twilight's face, obediently giving her Mistress even easier access to her crotch. Smirking, Twilight kept suckling Moondancer's clit, taking supreme satisfaction in every spurt of the mare's juices that splashed against her chin. Slowly, the mare's spasms slowed down and quickly stopped, signaling the mare's consciousness leaving her.

Twilight leaned back, looking over the unconscious Moondancer with a smile on her face. The mare's crotch was a mess, completely soaked in her juices, her nether lips winking in an obscene display. Twilight couldn't help but chuckle, Moondancer really didn't have any experience with these things. She hadn't even really used anything but basic techniques on the unicorn, but she had passed out so quickly. Rubbing her hooves together, Twilight giggled, she was going to love breaking in a new mare.

Narrowing her eyes, she focussed her awareness within. Unlike her beloved pets with their little toy collars, she needed no outside assistance to manifest equipment not usually found on a mare. She let out a pleased sigh as the familiar sensation coursed through her, her beloved cock and balls quickly sprouting from her crotch. The heavy shaft flopped downwards, still not fully erect. Twilight pursed her lips, mentally comparing the size of her shaft to Moondancer, it was certainly going to be a tight fit.

Still, she’d need her pet to wake up first. Giggling softly she hopped onto the bed and pulled Moondancer close as she layed down, murrling as she draped her newly regained member atop her soft belly. The Archdevil giving a pleased shiver at the feel of her breathing. In her semi-hard state, her shaft followed the curve of the mare’s trim stomach, the broad flare resting against the edge of her barrel. A few moments later, Moondancer stirred, sucking in a shaky breath as her eyes blinked open.

"What happened?" Moondancer asked, blearily lifting her head up.

"You came so hard you passed out," Twilight replied. "And before I even started to really eat you out, a pity. But I would rather get to the main event of the night, rather than tire you out too quick."

"Main event?” Moondancer said, realizing she was snuggled into the curve of Twilight’s body as the larger mare laid on her side. Then she blinked, feeling the weight atop her as she shifted a little. Eyes widening in mute shock as she beheld the veiny dark purple stallionhood that rested upon her.

"Well, I did say I was going to breed you right? I've every intention of carrying through with that," Twilight said, clenching her cock, causing it to lewdly twitch in front of Moondancer's stunned eyes. “Mmmmm, but first… why don’t the two of you get better… acquainted.” Reaching down, she took one of Moondancer’s forehooves and pressed it to the warm side of the little monster that rested against her. Her soft hoof shuddering a little as Twilight began to slide it against her twitching shaft. “Mmmmm, that feels nice, pet. Keep touching me.”

Moondancer found herself unable to resist that gentle command. Twilight’s guiding hoof falling away as she watched her own continue to touch, to caress the hot flesh beneath it. It was… heavy, she could feel the pressure of it against her belly, and it was intimidating too. So ample already, and it wasn’t even hard yet. Even so, she couldn’t remove her hoof from it, so heavy and yet so smooth, so silky. Her lips parted in a soft, half drunk little giggle… ooooh she could lay here and caress it for hours.

Twilight gave a pleased little shudder, her cock throbbing beneath the soft, tender stroking. A soft hiss escaping her as Moondancer’s second hoof joined the first without any further coaxing. The mare intoxicated, eyes half-lidding sleepily as she rubbed her hooves deliciously against the stiffening flesh. “Mmmmm, feels good doesn’t it?” She cooed quietly, giving a soft gasp as her length throbbed, jerking against those hooves before a thick bead of fluid oozed from the tip. “Nnnngh, ooooh good filly… have a taste if you like.”

Moondancer gasped, feeling the warm fluid seeping into her fur, and she lifted a trembling hoof to touch the wetness. Biting her lower lip as she bit back a soft mewl. It wasn’t fair, everything about Twilight was intoxicating. Her power, her mind, her body… slowly she dragged that hoof up her barrel, lifting it to look at the glistening sheen of her mistress’ fluids. Part of her wanted to put up some sort of fight, some token bit of resistance… that she wouldn’t just damn well do anything Twilight even suggested. And then her tongue was running against her hoof, gathering the taste, her nose filled with a deeper musk that traced a path down her spine to her nethers, and it didn’t matter anymore.

And then Twilight’s lips were brushing against her ear, chuckling warmly before whispering. “Oh my lovely, you can play hard to get whenever you want. I love kinky bedroom games.”

I’ll just bet you do.

Moondancer snorted, managing a weak glare up at the Archdevil, her cheeks burning with her blush. Even as her hoof returned to rubbing that stupid sexy devildong, now tight and erect and three hoofs longer. Nnnnngh… tasting it was a bad idea, now she wondered what it’s taste like directly. She imagined getting her tongue all over that stupid, overcompensating, rock hard cock. And it was making her mouth water just to think about it! She was thinking the most perverse… and pornographic… thoughts now.

“Nnnnf… y-you’re so unfair.. you know that?” She managed to hiss out, squirming in her discomfiture. Stupid, sexy, cheating….. Devil!

Twilight giggled and ran her tongue across Moondancer’s lips, gathering a hint of her own taste. “Mmmmmh, I never said I played fair. I play to win, pet. I caught you fair and square, and I think it’s time I collected my spoils. Now hurry up, get on your hooves. You can't possibly expect me to properly fuck you when you're on your back?"

"N… No Mistress," Moondancer replied, shakily rolling to her hooves. She knew she shouldn’t be just falling in line with this, but unf... that cock… she wanted… needed… to feel it inside her. She blushed hard even as she was lifting her plot upwards and tossing her tail over her back.

Twilight smirked, drinking in the sight of Moondancer's presented ass. While it was much leaner than Twilight would have preferred, it was still very attractive, and there was nothing to say that Twilight couldn't fatten her up later. Mmm… yes, the thought of Moondancer sporting a nice plump ass certainly was enticing.

"Mistress," Moondancer moaned, her marehood winking lewdly. "Did I do something wrong?"

"Oh, not at all, but if you want me to give you a proper rutting, you'll have to beg me for it."

"Beg?" Moondancer asked.

"Of course! You can't expect me to just pump the womb of every mare I see full of my seed can you? It's a very special privilege, you have to convince me you want it Moondancer," Twilight replied.

Moondancer's brow furrowed. Wasn't it Twilight that wanted to breed her? She was just obeying her magically enforced desires after all… her train of thought ground to a halt as her traitorous mind now presented her with the image of herself, laying on her side running a hoof over her greatly expanded belly, a look of gentle bliss on her face as she contemplated the little life growing inside her. She saw purple forelegs curl about her, dragging her close into Twilight’s embrace and fought a flood of new heat in her belly..

She could trust Twilight… she was a good.. m-mistress. She’d seen the look of terrifying anger on the Archdevil’s face when she had found her now healing scar. When she had thought somebody has tortured her… hurt her. As much as it had frightened her to see that much power and rage displayed, all of it had been directed outwards. She now realized that she had sat, stunned and afraid yes, yet sheltered in the eye of a fiercely protective maelstrom… that response hadn’t been forced... it seemed such a natural reaction…. Was it to the idea of one of her p-pets being harmed? She imagined that reaction directed at anything which tried to hurt her foals… and shivered at the newfound desire it brought. Mmmmh, oooh angry Twi could indeed be as sexy as she was scary.

She wanted Twilight's seed to be pumped into her depths. It felt right, she needed it. Twilight was prime studding material. Powerful… Intelligent… Safe. Slowly, Moondancer began to wave her plot back and forth in the air, her tail flicking side to side as it spread her arousal through the air. “Mmmmh, ooooh Mistress.” She cooed softly, presenting herself to her lover.

"Please Mistress," Moondancer said, her voice husky and soft with powerful need now but gradually gaining volume. "Please fill this broodmare's womb with your cum. Please impregnate me with your foals. M-make me your mare, Mistress.” She moaned the last fervent request, finding nothing now in her thoughts to gainsay the plea. Yes… this is exactly what she wanted.

"Such a good little pet," Twilight said, reaching out a hoof to fondle Moondancer's plot. "I'd be glad to."

Moondancer whimpered as Twilight's massive body settled over hers, the archdevil’s hooves planting themselves on either side of her head. The sheer heat radiating off of Twilight's body combined with her musky scent was awakening a primal urge in Moondancer, her normally bright mind being reduced to a single desire… the raw need to be bred. When the head of Twilight's cock nestled in against her nethers she couldn't help but let out a worried gasp.

"Shhh, my Moondancer," Twilight said, nestling her sensual lips against the unicorn's ear. "You're safe with me. There's nothing but pleasure now." And Twilight pushed forward, her engorged cock head spreading her marehood wider than Moondancer ever thought it could.

"Oh Mistress!" Moondancer shouted, shoving her hips backwards, stuffing a sizeable amount of Twilight's cock into her. The archdevil let out a shuddering breath, Moondancer's inner muscles were clamping down on her shaft, rippling up and down her length in an effort to coax out her creamy load.

"So eager aren't you!" Twilight giggled, unable to contain her excitement at having Moondancer in such a state. Inch by inch, she fed her cock into Moondancer's hungry snatch, the mare squirming around her massive rod. Twilight couldn't deny the sheer feeling of satisfaction of Moondancer's pussy, she hadn't claimed a mare like this before, turning them into a fervent little broodmare. After what seemed like an eternity, Twilight's crotch pressed against Moondancer's plot, both mares letting out shuddering sighs of bliss at the contact. Twilight took the time to grind her hips around, stirring up Moondancer's insides as she made sure the mare felt the massive balls rubbing against her clit. Twilight's horns lit up, grabbing ahold of one of Moondancer's hooves and bringing it to her bulging belly.

"Do you feel that Moondancer?" Twilight said, making the mare's hoof trace the outline of her shaft on the mare's stomach. "Look at how deep I am in you, such a good pet, taking all of me like this. Do you feel my balls Moondancer? They're churning with cum, just waiting to fill you to the brim."

Moondancer's reply was a throaty groan, the mare's eyes rolling back in her head as she struggled to process the pleasure coursing through her. Her mouth opened and closed a few times, only to have her tongue limply fall out, drool already pooling on the sheets. Twilight pulled back, dragging her flair against Moondancer's inner walls, the sheer size of it ensuring it hit every sweet spot the mare had.

When only the head was left inside, Twilight thrust forwards, hilting herself in Moondancer with a single, brutal motion. Her crotch hit Moondancer's plot with a meaty slap, sending ripples through the mare's body. Twilight didn't pause this time, pulling back and thrusting forwards before Moondancer could comprehend what was happening.

Twilight felt spurts of Moondancer's nectar spray out from their intertwined sexes, the mare's inner walls spasming around her cock as the mare succumbed to another mind-breaking orgasm. The rest of her body went limp, being bounced back and forth as Twilight used her like a masturbatory aid.

Thwap

Twilight's brutal rhythm continued. Her demonic stamina, which was routinely tested by the archdemon of lust herself, proved more than capable of easily fucking the mare beneath her into a complete stupor. Continuing for long past what a normal stallion would be able to. Cute little moans escaped from Moondancer's mouth as the mare tried to vocalize her pleasure. That wouldn't do, Twilight wanted Moondancer to scream. Bending down, Twilight took ahold of Moondancer's mane in her teeth, yanking backwards as she forced the mare's neck to arch back.

Immediately a strangled cry erupted from Moondancer, the pain and pleasure coursing through combining into a truly transcendent bliss. Half formed sentences and words flew from her mouth, eventually settling into a steady stream of a single phrase. "Breed me Mistress! Breed me!" Twilight yanked back with each thrust, Moondancer yelping in pleasure with each one.

Horns lighting up, Twilight kept the pressure on Moondancer's mane, freeing her mouth. "You have no idea how hot you smart ones make me Moondancer," she huffed into the mare's neck. Groaning, Twilight dragged her lips up to the mare's ear, "Oh I can't wait to see how our foals look. See how you look with your teats dripping with milk, I bet it will be delicious." Twilight's rhythm grew erratic, her cock twitching and balls tightening as they prepared to release their load. Her balls slapping against Moondancer's clit, Twilight could feel the tip of her cock kissing the entrance to Moondancer's womb. Spurts of her pre splashing against the mares inner most depths, a mere hint to what was to come. "Here it comes Moondancer," Twilight huffed, feeling the first rope of her seed travelling up her cock, her cockhead flaring as it sealed itself in the mare's depths.

Moondancer screamed, her ragged voice finding a second wind as the torrent of Twilight's seed crashed into her womb, the thick liquid heavy in her gut. It felt so warm… So satisfying to have Twilight's baby batter filling her up. Oh… she wouldn't mind this being a permanent thing, either being filled with Twilight's foals or her spunk for the remainder of her life.

Twilight held herself hilted in the mare, her flare sealing her immense load in Moondancer as she pumped the mare full. One of her hooves rested on Moondancer's gut, each rope of her cum easily distinguishable as it erupted from her cock. Slowly, Moondancer's belly expanded outwards, the massive amount of cum having nowhere else to go. Twilight gently rubbed the swelling flesh, an immense feeling of satisfaction spreading through her.

Eventually, Twilight expended the last of her seed, her huge balls almost entirely empty. She held herself inside of her sweet little broodmare until her cock softened, flopping out of Moondancer with a wet plop. Immediately Twilight's horns lit up, a purple glow surrounding the mare's crotch, sealing the archdevil's cum inside of her.

"Rainbow Dash, plug her up" Twilight said wearily, gently rolling the catatonic Moondancer onto her back.

"Yes, Mistress," Rainbow responded, a butt plug, a large dildo, and a modified chastity belt in her grip. Laying herself in between Moondancer's legs, Rainbow couldn't help but lick her lips. The unicorn's marehood was puffy, her marecum drooling from her in thick streams. Bringing the butt plug forward, Moondancer barely reacted as Rainbow slipped it in, her ponut barely resisting as the toy spread it. She began to stir as Rainbow hilted the dildo in her, Rainbow having to shift her position to so Moondancer could see her over her swollen belly.

"How ya holding up?" Rainbow asked, her strong legs easily pony handling the belt onto the unicorn.

"What…….. are you……. doing?" Moondancer asked, taking a while to get the question out.

"Well, Twilight did say she'd want to plug you up right? This is just getting you used to it," Rainbow let out a chuckle as she finished tightening the chastity belt, the toys clicking into specially made inserts. Rainbow gave Moondancer's bloated gut a gentle pat. "And besides, when you're actually in heat Twilight will probably try to fit a few more orgasms into you, maybe even your ass for fun. Want to make sure this thing works right before then."

Moondancer reverently ran her hooves over her stomach, bleary eyes wide and wondering, there was enough cum in her that she looked like she was well into her first pregnancy. Slowly, a dopey grin spread across her face as the the warmth of Twilight's load spread through her body.

"If only this was a real foal," Moondancer said, her voice low and slurring as her eyes fluttered shut, sleep closing in on the mare.

"Don't worry," Rainbow whispered softly, licking her lips as she smiled lasciviously, "I don't think you'll have to wait too long for that."

Author's Note

Whee!

Chapter 1

The ritual room was sparse; its owner was not the ostentatious sort, only preferring to work in utterly practical areas, with equally pragmatic means. For instance, chalk was far easier to work with, compared to silver which had become used more and more by his contemporaries, and worked just as well. The dapper white unicorn with a slicked back dark blue mane allowed himself a small smile as he stood outside the circle, allowing the power to passively flow through his horn, lighting up the room with a hellish red tint. And revealing, laying in the center of his chalk circle, a thoroughly trussed up, young earth pony mare.

She was a pretty little thing: just coming into estrus age, with a thin, lanky body that spoke to a life in a tavern or merchant shop instead of farm work. Her peach colored fur had been brushed and immaculately cleaned, and her grass green mane had been pulled back in a long, simple braid. Her emerald eyes gazed up at the unicorn timidly, swollen with tears and pure confusion, mixed with a great deal of fear. It was just... delicious. Once he wiped away her little mind and replaced it with his summoned succubus, the barwench would be an excellent lay, and he would start by skullfucking that innocent little face.

The circle itself began to glow with a deep, angry red as the unicorn channeled more and more magic into its array, and the mare gave a terrified cry behind her o-ring gag, muffled squeaks and drool pooling heavily onto the floor and her soft facial fur. The unicorn was certain she was trying to speak to him, more than likely to beg for her release. But frankly, he did not care. Not one... little... iota. A terrible snarling smile stretched the summoner's muzzle, a fit rolling through his mind as the euphoria of heavy magic use came upon him. The mare was an earth pony, a magic-less mudpony. But he! HE was the warlock! The summoner! The true power here, and none could question that now! A low cackle tour itself from the depths of his chest, and he glared down at the little mare eagerly. It would not be long now...

The glow brightened each second the ritual continued, the light soon becoming so bright that the mare had to close her eyes in order to protect them- the unicorn was perfectly at ease with the brightness, as unicorn eyes were developed to withstand any kind of light exposure and damage. He stared into the center of the circle, guiding the fel magics from the calls' portal towards the tied up mare. But something was very wrong. In his long experience, the summoner knew that demons were eager to get into the mortal world, and usually would not hesitate to manifest, even inside a pony body. But this spirit.... this demon was strong, and was pushing away from the summoner. Almost like it... was going to...

With a sudden snap, the mare's tail, which had been tied tightly to her braid, suddenly broke loose and, in the earth pony's panic, began to swish frantically, obliterating an entire side of the summoning circle. Magic roared loose of the carefully planned array, and the summoner stared in shock.

"That fucking TAIL!" he roared, voice distorted and cracking in his incredible rage... and rising horror.

Turning, the summoner quickly began to sprint for the door of the summoning room, eager to get some space between himself and the rising demon. Feasting on the mare should slow it down, he reasoned, and give him enough time to come up with a plan of attack to finish it off and send it back. It should only be a simple succubus, after all, hardly a threat for a mage of his caliber, with a plan. His head turned to send his magic for the door, and-

"Hello there."

Fuck.

Standing between the unicorn and the door was easily the most gorgeous mare he had ever laid eyes on. And the most dangerous. Dark pink, luxurious fur coated a body proportionately perfect in every way imaginable, each curve designed to be the peak of attraction. Her legs were log and graceful, geometric and arcane fur tints coiling up them like snakes and ivy. These glowed with a soft blue light, and were filled with terrible magics. To his shock, the demoness was an alicorn; each of her sleek feathers shimmered between hues of pink and red constantly, and her horn was long and pike-like, looking all the world like a crystalline spearpoint. And her mane... her mane was what truly terrified the young summoner. It shimmered and swayed with a breeze, and hearts, chains, and arcane symbols floated about it in its nebulous pink-yellow-white depths. The sign of an incredibly powerful archdemoness.

Her eyes, a deep smoky orange in color, widened slightly they took in the summoner, and the archdemoness gave an amused little smile, showing off a mouthful of razor sharp incisors and long eye-teeth.

"Well, well, well..." she murmured quietly, and the familiarity of her voice rang alarm bells in the summoner's mind instantly, "Nebulae Gaze... second son of Guiding Light, Lord of Canterlot. Does your father know you're summoning lust demons in your spare time? Naughty, naughty little colt..."

No... no, no, it was... impossible... there's no way...

"Cadence?" he choked out, voice very tiny, "But... how..."

He had stood beside his father during the Revolution; when Princess Cadence and her cronies had arrived to confront the Council and the Archmage, Nebulae had used his own magics to help the Council and the Archmage to battle them. He had seen, with his own eyes, the disintegrating body of the Archmage as he had formed the portal to Tartarus, the same portal that had ripped all of the rest of the corrupted, foolish royals into the hellish depths, paving the way for the true Equestria. He had studied the Archmage's spell himself for months after, and had been comfortable in the fact that there was no way for the ponies trapped there to break free. But now... Cadence herself...

Without even a flash of magic on her horn, Cadence was suddenly at his side, a single, beautiful feather trailing up his spine, leaving a fiery line of arousal that spread through Nebulae's body in a heartbeat.

"How what?" she whispered alluringly into his ear, which quickly began to twitch madly, "'How am I alive?' Or, 'how am I an archdemoness?' See, those questions actually go together! You all reeeally should not have sent us all down together. He gave me, gave all of us, something to survive for. And we found oh so much to do in Tartarus...."

A thick red tendril, slick and incredibly warm, slithered across Nebulae's cheek, and he flushed as a little whimper rose unbidden from his throat. Cadence's grin grew positively feral, and he could see a black glow in the back of her eyes.

"I battled demons daily," she hissed to him, "And lost, so many times. So many FUCKING times! All of us did. Do you know the time differential in Tartarus? How many years pass in Tartarus for every one here? We've been there for centuries. And we've been learning..."

Nebulae desperately knew that he had to escape and warn his father, warn all of Canterlot, but Cadence's eyes held him fast, and the tentacle wound tighter and tighter every second. Her power was far greater than any demon he had ever faced before.

"I'm so grateful that you called out for a lust demon," Cadence cooed, her angry seemingly having bled away as she let out a positively mad little giggle, "I had just finished up my improvements on the Realm of Lust with Twilight, and we were starting to get dreadfully bored of making escape plans."

And that's when Nebulae spotted it. The source of the tentacle; trailing to the back of the summoning room, and right through his oaken wall. Right into a portal, straight to the pits of Tartarus itself. Terror rose, consuming his heart and mind as a loud, low rumble echoed through the room.

"Seems my pet is impatient," Cadence whispered, licking the inside of his ear before stepping away with a ghost of a smile, "Ta ta."

And without a sound, Nebulae Gaze, head demon hunter and demonologist for Canterlot and the Canterlot School for Gifted Unicorns, vanished into the void.

********************************

The little Earth Pony mare let out a terrified wail as Cadence swayed over to her, and the archdemoness' muzzle wrinkled as she scented the acrid odor of urine. With a flash of magic from her horn, Cadence cleared away the puddle and stain from the mare's fur, and she carefully removed the o-ring from her muzzle.

"Please don't kill me or send me to Tartarus! I-I w-won't tell a soul, please please I won't tell anyponyIJUSTWANNAGO- Mmph!"

Cadence silenced the panicking mare with a smoldering kiss, her experience and magical might dominating past the mare's innocence and filling her with a deep-seeded heat. When Cadence finally pulled back, she gave the panting, stunned little mare a sly grin and wink.

"You're going to be fine," she whispered to her gently, laying beside the mare and kissing along her neck slowly, giving her ear a gentle nibble so she could relish in her little squeaks and shivers, "You'll be the first of a new kingdom. No more fear, no more pain... look at me."

Whimpering, the mare tearfully met Cadence's gaze, her body trembling against Cadence's. The archdemoness studied the mare's eyes for a long few moments... and smiled.

"Perfect," she whispered again, and darted forward to once more kiss the quivery little earth pony.

Her tongue gently battered the mare's aside, and proceeded to outline and trace every little crease and nook inside, dominating the mare utterly, but not like that pathetic Nebulae. This was a far more gentle approach, and it certainly got results. Moans and adorable squeaks rose unbidden from the mare, and she closed her eyes, leaning into Cadence. Magic caressed and massaged her still tied little body, and she gasped as the feelings became firmer, and fixed rather south on her anatomy. When two little points of pressure began to hold open her twitching, oozing marehood, she shuddered heavily and blinked her eyes open. And fell head-long into Cadence's utter control. The archdemoness' eyes gazed fully into her, magic pouring into her brain as the lust demon raised up her full might.

A choked cry rose up out of the mare as a thick, long tendril suddenly pushed down into her throat, pooling into her stomach. Sound was blocked out entirely as two unseen tendrils slid painlessly into her ears, and two smaller tendrils even wormed their way into her nose. Her mind began to go to a fuzzy and warm place, eyes rolling back in her head... only for her sockets to be covered by tendrils as well.

"Relax and give in, my pet."

Cadence's voice came from all around. The mare- Green Leaves, Cadence found as she sorted through her mind- let out a small mewl, trembling heavily. There was still a small cocoon of fear around her soul, but Cadence's giggle and voice were just so soothing...

"You will not be hurt, Green Leaves. I am going to give you pleasure unending. No more worries, no more struggles... no more hiding your innocence so that some guardpony won't take it... No my dear, you innocence is going somewhere where it will be very appreciated."

A thick, ribbed... something began to spread the mare's pussy wide, and she gave a stunned little cry, arching as much as her bonds would allow. Sexual pleasure had never really come up in her life before. Sex as she knew it was a scary thing, being crushed into the ground by a stronger male, being called names and struck. All she had ever seen or heard of had been abuse, and it had terrified her. But this... this was something far different than she had imagined. As the presence reached her maidenhood, something pulsed and she felt the tension give... and the thickness pushed deep into her body, without the slightest pain of her virginity being taken.

Her cry came deep from her core, just as the magical pop of the strengthening portal filled the room with rushing air, not that Green Leaves could hear it. Her entire world was the thickness pummeling her little sex, bringing to terrific heights of pleasure. Her inner walls clenched and struggled to keep the something inside, but its power was undeniable, and it used her as it wanted. Dimly, she could feel her body being moved, and a sense of weightlessness as she was lifted into the air. But before fear could set in, a tiny mouth began to suckle on her protruding clit, and she screamed as orgasms began to rip through her. Green Leaves flexed and quivered and swore in awe around the thickness still seemingly pooling inside her mouth and stomach, and she could feel the sweat frothing up her body. But she never, ever wanted it to stop.

Seconds became minutes, hours... time meant nothing as she was brought to orgasm again and again, her mind fracturing, liquefying... And standing below her place on the ceiling, Cadence smiled happily as she watched her magic transform the poor little mare, just as she had once been transformed herself. Green Leaves was just the start of something beautiful that would consume Equestria. Perhaps even, consume the world... but here she was getting megalomanic. That could wait. First...

"Come on out girls!" she called to the portal, beaming, "It's time for the party to get started!"

First out of the portal was Twilight Sparkle. Like Cadence, she was much taller now, all grace and poise as she sauntered through the portal, her bat-like wings twitching lightly. Her fur had changed little, beyond fur tints in arcane symbology that coursed down her sides and neck. Her mane shimmered just as Cadence's did, though it appeared to be a bright nebulae. But much about her body and soul had changed in Tartarus. Twilight Sparkle was no alicorn any longer, but nor was she a demoness. Through power and cunning, Twilight Sparkle had become a devil. A creature of order in a dimension of chaos, Twilight was the Archdevil of Power itself, having crushed the last holder of the title in a magical duel that had leveled half a Layer. Her single horn had been shed, and now Twilight sported a pair of slim, swept back horns that ran along her forehead and back over her ears. Grinning at her friend, she revealed a pair of long, needle-sharp eye-teeth.

She gave a curious glance at the squealing mare on the ceiling, and chuckled quietly.

"Cute," she admitted, grinning, "It'll be fun, setting up a harem for Dash and I."

She ran a steel-clad hoof down her dress, brushing away a bit of sulfur and ash; when she had been just a pony, Twilight Sparkle had never cared all that much for clothes to walk around in. But now, she liked to blend functionality with some personal style. A steel breastplate adorned her chest, while a purple-red battle dress ran across her withers and back, stopping just at her hips- a scandalous position that she just adored. Her forehooves were bound in steel greaves, but she had left her back hooves free of such heavy adornment, only wearing a matching pair of stockings.

"Won't it, pet?"

"Totally, mistress."

Rainbow Dash did not walk through the portal; she strutted. All long legs and cocky grin now, the rainbow-maned mare slinked up to Twilight's side, easily sliding underneath her outstretched bat-wing. Rainbow's mane was still its old carefree casual mess, though she now kept her tail wrapped at the base, for better control when Twilight needed her. Having grown to like adornment, like her mistress, Rainbow Dash's body was covered in a tight fitting leather- each hoof and fetlock was covered in the soft, supple material, as was her chest and sides, though her flight muscles and plot were fully uncovered. A slim collar wrapped around her neck, a little silver tag settled in the middle, showing off both of their cutie marks on each side. When she smiled up at Twilight, her maroon eyes showed nothing but absolute adoration. Twilight gently kissed the tip of her nose.

"Mmm, always love walking in to a room with a good background noise. Don't you, Fluttershy?"

"Oh definitely, Rarity. I'll have to introduce her to Mr. Cere-y when we get the chance."

Fluttershy and Rarity could not look anymore different from each other if they tried. Rarity's love of fashion had never died, even in the depths of Tartarus, and she had loved to make clothing for all of her friends when she could. As of now, she was dressed in a form-hugging black silken gown, which both hid everything... and left little to the imagination. Her mane was done up in a complicated bun, and a hell ruby gleamed from a silver chain on her neck, matching her bright red eyes. She too had become a devil, shone by the glorious swept back horns that framed her elegant manestyle.

And while Rarity was all grace and poise, Fluttershy was her feral counterpart. The butter-yellow mare went unadorned but for a simple brown leather collar around her slim neck. Her fur was puffed out and unbrushed, and tinted in several places with claw marks and large animal paws of many different species. Her mane was cut to medium length and pulled back into a thick pony tail, and her bat-wings were covered in ancient runes that glowed with a green light. Her eyes gleamed a bright, fel green, speaking to her demonic taint. While Rarity strutted her way to her friends, Fluttershy walked like a predator: light-footed, graceful, ready to pounce at the slightest moment.

A nest of vines erupted out of the portal and criss-crossed across the wall, flowers blooming across every inch and filling the enclosed room in a delicious apple scent. None of the girls seemed bothered or even phased as massive, opaque pods began to grow out from the vines on the ceiling, or that more than a few of the buds began to grow large mouths, much like Venus fly traps. A large tendril with a deep blue flower leaned down to rub against Fluttershy's cheek, and she gave a small giggle, nuzzling it back.

"Not now, little guy," she sing-songed, "We'll get you a seed-host in a little bit. Where's your Mommy?"

"I'mma comin'! Sorry, the Tree Mother was bein' uppity again! Didn' wanna let Pinkie Pie go."

"She's just so clingy, but it's a fun clingy! Hehehe."

Applejack had undergone a dramatic change in Tartarus, having been deposited deep inside the death jungle of the fourth Layer. After decades of being prey for the various deadly beasts and carnivorous plants of the jungle, she had managed to gather enough power from ambushed demons and devils to take control of the Tree Mother in the depths of the forest. Using her new power, Applejack had all but merged with her new plant-children. Her fur had a decidedly green tinge across her body, and tiny vines and flowers had interwoven themselves in it. Her father's Stetson was still stubbornly in place, though much the worse for wear, with a single blue flower inside one crease. Her mane was a series of intricate braids, with an entire vine plants slithered inside. The plant was quite sentient- her first "child" with the Tree Mother, and would protect Applejack with its life, or follow her every command.

She sauntered cheerfully over to her friends, giving the blue flower a nuzzle of her own before grinning at the others. Pinkie Pie was not far behind her compatriot. Compared to the other Elements, Pinkie Pie had changed the least. Her fur and mane were still the same bubblegum pink, though her eyes were a dark smokey orange like Cadence's. But her grin, still ever-present as always, had a decidedly manic tinge to it, and was filled with a shark-like amount of razor-sharp teeth. As she made her way out of the portal, she pulled a massive cart behind her, piled high with every kind of pastry, firework, invented machine, demonic crystal-drive device, that she had ever made herself, or taken straight from the other Archdemons and Dukes of Tartarus.

Pinkie Pie... no one really knew what Pinkie Pie had gone through when she had been dropped into Tartarus. During many battles and for times afterwards, she had gone missing, likely a prisoner for some of the demons. But when she would return, she was always more powerful, more chaotic... and just a bit more withdrawn. On this day, however, she was all smiles, rubbing warmly against each of her friends and giving a small bow to Cadence.

"So, Cadence," Twilight started slowly, a dark, gleeful grin stretching across her muzzle, "What's the plan?"

Cadence closed her eyes as she turned towards the door to the study, and the barely audible sounds of students further out in the hallway. Sweet, innocent voices, tainted and lied to by traitorous unicorns and their cronies. She could practically sense their magical signature on everything inside the School, and in the city around it. Much had changed during their tenure in Tartarus; they would have a lot to learn before their plans could truly take form. For now...

"We learn," she replied excitedly, wings fluttering, "And have lots and loooots of fun doing it."

"...I call the teachers."

"Pfft, fine, the rest of us will split up the students, Pinkie. Let's do this!"

Chapter 6

The crowd was entirely too stunned to move... until the first line of the demons reached them. Magically charged nets flew from incubi hooves and horns, catching dozens of ponies and flinging them to the ground, helpless to escape. Beams of paralysis lanced out from their tridents and spears; the police ponies were the first to fall, their armor and shields little protection to the battle-hardened demons. Those that did not fall in the first wave did their best to fight back- earth ponies formed solid walls of muscle, kicking and biting and pummeling any demon within reach. But even earth pony stamina had to fail at some point, and their lines quickly fell under the weight of the demon horde.

The few pegasi in the city predictably leaped into the air, only to be tackled by dozens of batponies restraining with bits, bridles, and lengths of rope. A few of the more advanced fliers and weather ponies were able to outmaneuver or out-fly the batponies... only to crash into a wall of flying lust devils, their magicks easily able to restrain and lower them safely to the waiting demons below. Many seemed stunned to find that the demons were, in fact, not feasting on their entrails or killing them; they weren't quite sure if capture was preferable, admittedly.

Those unicorns not affiliated with or clustered around the Nobles did their best to help the other ponies of their city; magic, untrained or otherwise, lanced up to strike at demons, and for a time, it was somewhat effective. Arcane magic struck down several waves of the charging soldiers, and even took out a few of flying succubi. Shields from Twilight and Rarity protected the batponies, and many used this to their advantage to snatch up unicorns and carry them off for frolicking among the clouds and rooftops. But even with all of their magical power, even unicorns ran out of steam before too long, and the wave of lust demons washed over them like a flood. But for the nobles, the distraction had been long enough.

Flinging the crowd around them out of the way or back into the laughing, cheering horde of demons, the Noble Council raced towards the gates of the city, many of the nobles having to be carried by their personal guards or hired mercenaries to avoid being trampled. Unbeknownst to the crowd, they were being followed by seven amused little hell-denizens, leaping nimbly over or flying above the tightly clustered buildings. The Nobles were, of course, running straight into a trap. Twilight Sparkle was nothing if not a planner, and there was not a single escape route out of the city that she had not planned for. But there was one contingency she had not thought of, at least...

********************************

"Just... a little... more..." Applebloom gritted out, grunting as she and Scootaloo worked a crowbar at the stubborn, blackened suppressor attached to Sweetie Belle's horn.

They were made to never come unattached without the command phrase or touch, but this one was weakened and damaged. And with each shove, it was moving just a few inches up her horn. Sweetie winced and whimpered quietly with each twist and pry of the crowbar, her eyes locked on the road.

"Come on, girls, we gotta stop those things, or those ponies are dead!" Sweetie implored, eyes wide as she stared at the line of grinning, net-wielding demons.

The noise of the invasion had awoken the trio from their slumber in the department building, and they had immediately set out to discover its source. To their horror, they had watched first-hoof as a number of earth pony workers were snatched up by flying demons with nets, or yanked up into the sky by a dragon-like wyvern. It didn't seem like the demons were killing ponies outright, but... They still had to do something! With a small screech and a wince of pain from Sweetie Belle, the suppressor flew off into the shadows, pinging across the stones. And the floodgates were opened.

Power. All the power that had been building up in Sweetie Belle for the past decade roared to life in her horn, and for a moment, all she could do was scream. Her friends jumped back in surprise as fire licked up from the ground around Sweetie's hooves; but they were not the only one's who noticed the building magical power. Several of the waiting demons turned towards their alley in surprise, grinning widely at the further catch they were going to get.

"Let's go," Sweetie Belle growled, her voice crackling like a flame itself.

*******************************

"Guys, look!"

Rarity blinked in surprise at Rainbow Dash's shout, quickly enchanting her eyes to see farther as she peered down at their planned ambush. Or what was supposed to be a planned ambush, at any rate. Three ponies in black cloaks were battling the twelve succubi and incubi Twilight had ordered to the area, and the demons were most definitely losing. One was an earth pony, and she a powerful one at that: rolling about and kicking out with her hind legs, she sent several incubi flying into brick walls or into tumbles down the street. As one succubus flung her net towards the rambunctious pony, she leaped under it with a nimbleness that belied her size, and punched the offending succubus into a nearby wall.

Close by, a small pegasus was stunning in her speed and maneuverability, twirling and flipping over the backs of her fellow fighters, hard hooves smacking more than a few demons into the ground or even snapping necks, causing the demons to disappear in a flash of red. Rarely did her hooves touch the ground for more than a second, and not a single demon was able to catch her in their nets or bat her down with a weapon. There was a small, confused noise from Rainbow Dash.

"That's my style..."

Hrm.

The one that had Rarity's main attention was the unicorn of the group. Fire lanced out from beneath her hood in great, barely controlled blasts, frying both nets and demons alike. She was not as fast or maneuverable as the other two, and many times she burned straight through nets encasing her, or stumbled from strikes to her side and back, only to quickly barbecue her attacker. The magical signature felt so... familiar, but it was hard to place. It would have been fascinating, and more than a little impressive... if it wasn't so damned disruptive.

The Noble Council and their entourage spotted the battle ahead, and quickly split into three group, two smaller groups of nobles heading down different side streets, while the main group steamrolled right through the melee, practically trampling their rescuers and tossing them aside with bursts of magic. Turning to Twilight to get her orders, she was surprised to find her eyes following one of the side groups, a faint frown on her lips.

"What should we do, MIstress, go after them?" Rainbow asked her quietly, wings flaring.

"No," Twilight replied quietly, "Let the Nobles go. We will deal with them later. AJ, Rainbow, Rarity, chase those interlopers down and take them, alive. Fluttershy, Pinkie, chase down the group that went do Westerly Lane. Cadance... come with me."

"Yes mistress."

"Okie dokie!"

"As you wish."

Like a well-oiled machine, the group quickly split up, with Rarity teleporting herself and Applejack down to the site of the melee, while Rainbow Dash zoomed after them, a little contrail of rainbows and enraged magic coiling after her. Spotting their own cloaks of deep red and black, the interlopers took off in a flash, splitting up as they raced into a set of alleys.

"I got the earth pony!" Applejack hollered, dashing quickly after the larger cloaked pony as they raced towards the Industrial section of the city.

"That pegasus is MINE!" Dash answered, diving hard towards the Merchant District, with its many hiding places among the shops and stalls.

"Then I suppose that unicorn is mine," Rarity muttered to herself with a satisfied grin, teleporting again down the alley the cloaked figure had taken, and quickly racing after her as well.

The old Rarity had despised such physicality of sprinting and battle; Tartarus did much to change a pony of habits, however. With a flick of her horn, her protective, yet heavy, cloak fluttered into the breeze, and Rarity began to gain on the smaller pony. Over the rushing air, Rarity's ears caught the sound of heavy panting and deep sobs- her opponent was exhausted. That would certainly make things easier. Rarity's magic flicked out, tripping the unicorn into a tumble, crashing through a set of old boxes.

"LEAVE ME ALONE!"

Fire roared out of the pile of trash, and Rarity's defensive shields flickered into place in an instant, scattering the magical fire around her. It was quite strong, really. Not nearly enough to break her shields, but to an untrained attacker, it would have smashed through lesser shields easily. But a squeal rose up just as the fire sputtered to a stop: the figure's cloak was engulfed in flames, and she was stomping about in a panic.

"HothothotOW!"

That voice...

Quickly ripping the cloak down the middle, Rarity flung the fiery piece of fabric aside and readied a stun spell... only to stare in wide-eyed shock. Sweetie Belle, taller, gorgeous, and older certainly, stared back at her with panicked, pain-filled eyes. Her familiar two-tone mane was hanging down limply around her head, and her alabaster pelt was covered in soot and grime, bu it was definitely her little sister. To Rarity's delight, she had a cutie mark- a fiery microphone.

"N-no... no, s-stop it! STOP IT!" Sweetie Belle yelled at her, voice ragged and choked with emotion, "S-stop wearing her face, you f-fucking DEMON! Just STOP!"

Fire raged out of her horn like a wildfire, and Rarity cursed as she quickly raised her shields, stepping back under the extreme force and heat of the conflagration. Reacting quickly, Rarity's left hoof gleamed as a magical circle formed underneath, the line of power lancing out to painlessly strike Sweetie Belle, and silence her magic. With a surprised yelp, Sweetie Belle tumbled back onto her haunches, staring wide-eyed at the devil as she stepped closer.

My poor Sweetie Belle...

Pain and love battled in Rarity's mind with each step, face scrunching up slightly and tears filling her eyes. Three hundred years had not eased the pain of losing her only family in the world; Sweetie Belle was practically her daughter. She loved her so much...

"I always knew you'd grow up beautiful, Sweetie," Rarity whispered softly, smiling as she stepped in front of her, "Beautiful and talented... I've never been more proud of you than I am right now."

Sweetie Belle's emerald eyes stared into her maroon orbs, and a low whimper rose out of Sweetie Belle's parched throat.

"R-rari- mmmph!"

Sweetie's eyes widened to practically saucer-sized as Rarity clutched her tight, kissing her firmly. Magic curled around the two, and the smaller mare trembled as Rarity's experienced tongue powered into her shy mouth, battering her stunned tongue aside. Little points of magic knew all the spots to rub and stroke to keep Sweetie Belle a pliant little ball of mewly fur in her big sister's arms. Corruptive magic poured down into Sweetie's body, and Rarity reveled in the ecstasy of the act. Shifting slightly, she pressed Sweetie Belle against the warm rock wall of the alleyway, deepening the kiss, and delighting at the ragged moan from Sweetie Belle, the heat wafting away from her little sex. Desperately, the urge to bond to her sister rose up in Rarity's mind like a tidal wave, but Rarity forced it down.

No, that moment demanded- DEMANDED- the proper setting. Rose petals, wine, fireside... not a dirty alley.

A little spark from Rarity's horns arced into Sweetie's horn, and the stunned little unicorn went limp in Rarity's grip, safe at last.

*****************************

"Git back here, you lil' varmint," Applejack growled softly, nimbly leaping through the bars and piles of crates; the Industrial section was a cluttered place, and her opponent was trying to lose her in the mess.

But Applejack had never lost something she had been chasing after, not once, and she was certainly not going to start now. As the little cloaked figure ducked into a factory, Applejack smirked.

Gotcha now.

Hardening her skin into bark with a thought, Applejack leaped through a large glass window set in the factory wall, the glass splintering around her easily. And her aim was perfect. With a shocked cry, the figure was tackled into the darkness of the powerless factory, the pair of them slamming into a machine, and quickly getting into a brawl. Hooves smashed into each other with incredible force, and Applejack's sharp teeth sliced through flesh at several points, though she tried to keep that to a minimum- Twilight had ordered the interloper alive. But this interloper was a superb wrestler: she could twist around and slam with the best of them, and Applejack found herself laughing at the amazing challenge this mare was giving her.

With a loud cry, Applejack slammed her head into the side of her opponent, wrapping her legs around their barrel and squeezing tightly- her opponent screamed shrilly as something deep crackled, and AJ swung them hard to one side, skidding them out into the sunlight streaming through the shattered window. Their cloak was tattered and had flopped over her attacker, but the fight seemed to have been beat out of them. Applejack shook her head, wincing as she felt her own wounds healing.

"Oof, a broken leg. Ha, that hurt."

Grinning down at the panting, beating figure, a tendril extended from Applejack's mane, yanking the cloak away from the body... of Applebloom. The slightly smaller earth pony stared up at Applejack in utter, frozen shock, still panting quietly from the ferocity of the chase and brawl. She was bleeding from several punctures and cuts to her legs and side, and a massive bruise was already swelling on her face. Applejack stared down at her little sister in a little shock... and a heaping helping of pride. She had grown into a bomb shell: a beautiful, if somewhat rugged face, sturdy body, and a long red mane, tied back in a loose ponytail. Her cutie mark had finally come in- an apple half, with a cog built out of the other side.

"A-applejack?" Applebloom breathed, staring at her blearily, "Is... i-is that really you?"

"Damn right it is," AJ replied warmly, leaning down to kiss the tip of her muzzle, "You gave me one hell of a lickin', Applebloom. Good job."

Blushing faintly, Applebloom managed a weak little grin, "Heh, I g-guess I got better at w-wrasslin?"

A painful cough ripped up from her chest, and AJ gave a small wince.

Might have gone a bit too far. Gotta fix this.

Closing her eyes, dozens of little seeds and berries dropped out of her mane and tail, digging into the concrete floor of the factory. Within seconds, massive flower stalks were piercing the artificial ground, splitting off to fill the factory floor with leaves and thick pods. Applebloom stared around in shock at the strange, otherworldly junglescape taking over, turning the area into a literal concrete jungle.

"Now ya'll heal 'er up, keep 'er safe till I come back," AJ instructed the plants firmly, smiling soothingly to Applebloom as a clear pod slowly enclosed around her, "And no more corruptin' than necessary. I'll handle that. Oh, yes I will..."

*************************

Rainbow Dash chuckled as she bobbed and weaved through the Merchant District, slowly gaining on the smaller pegasus. She was good! Really good, in fact, and cunning. She could jump and glide-dive like a batpony, but could put on little bursts on speed that were positively blistering. But Rainbow Dash could sense her tiring out. She had a lot of questions for this little interloper. Like where the hell had she learned Dash's special fighting techniques. Rainbow Dash had never taught anypony else that style of fast movements and acrobatics, nopony except Scootaloo and... well...

Blinking slowly, Rainbow Dash gritted her teeth and sped up frantically. Okay, now she HAD to know! The pegasus landed on a flat roof, sprinting towards the opposite end; Dash zoomed after her, tucking her wings close to her sides to pick up speed. Light began to dance at the edge of her vision as she picked up speed- and slammed into the pegasus just as she leaped.

"Yaaaaaaah!"

The pair landed in a controlled tumble on the cobblestones; Dash coming to a rest atop the... Scootaloo? The little dull orange pegasus writhed frantically, eyes clenched tight, but Dash's grip with her hooves was absolute, keeping Scootaloo's pinned by her head. Her mane, which was longer and rattier than Dash remembered, was black, but it didn't take a genius to figure out it was dyed, and badly at that. Underneath the cloak, Dash was rather horrified at how thin her honorary little sister was, and some of the marks on her...

"R-rainbow Dash?"

Scootaloo's eyes had opened, and she stared up in shock at the larger pegasus pinning her down. Dash let out a wide grin.

"The one and only, squirt," she replied playfully, a surge of love rising from her heart as she dived down to kiss Scootaloo deeply, her wings sliding up her sides teasingly.

Despite Scootaloo's far-too-thinness, she was very hot. Corded muscles quivered under Rainbow's touch, and her wing muscles were strong. Scootaloo's wings were still stunted, but Dash was now more than certain her Mistress could fix that. Her Mistress could do damn near anything.

"R-rainbow," Scootaloo gasped between kisses, squeaking and jerking gently against her, "I-I... nnh..."

Gently worrying Scootaloo's little ear in her sharpened teeth, Rainbow Dash giggled quietly, holding her little sister tightly against her, "Don't you worry about a thing now, Scoots. You're mine, and Twilight's. And we'll never, ever let you go again..."

***************************

Radiant Bolt, one of the High Mages of Canterlot, panted raggedly as he and his acolytes raced into an abandoned factory space on the edge of the Industrial Sector, quickly moving to block the doors with the strongest and heaviest pieces of machinery they could find. And while his acolytes did that, Radiant began the frantic preparations for the ritual. The Brothers Horn had been most explicit in their instructions. The Celestial Protocol had to be enacted to combat the demons. Even if it leveled Canterlot around them, they could not let the demons gain a foothold as strong as Canterlot in their world, or all Equestria might fall. The ex-Elements of Harmony were out for blood, and that Cadance...

Shuddering, Radiant Bolt carefully drew the proper lines into place with his magic, blue trails following him as he worked. The array was complex and powerful, thrumming with the arcane even as it was built. All the High Mages had been taught this ritual after they pledged their faith and loyalty to the Nobles; the Protocol, despite its dangers, was one of their best weapons in the fight against any who might threaten Equestria. And of course, it had failsafes...

As the unicorn completed the ritual array, high above, the sun began to pulse, just shy of its noon spot, glaring down at the land that had betrayed it. The magic building around it was intense, and all across the world of Equus, people and ponies took notice. Something very big was about to come down...

Author's Note

*grins* I regret nothing!

Canterlot: Luna 1

Luna opened aching, bloodshot eyes to take in the stately darkness of her bedchambers. Grumbling softly to herself she rubbed at her burning eyes, contemplating again trying to sleep. Maybe her exhaustion would let her find some peace before the nightmares again woke her. Her fetlock rubbed over her muzzle and face, the Alicorn of the Night giving a sharp sigh as she tried to wake up enough to decide if trying for sleep was a good idea.

When her forehoof brushed the base of her horn, and the snug fel-iron ring that diminished her so, all thoughts of slumber burned away from her mind as she took a springing lunge, rear hooves digging into the softness of her mattress, her forward motion arrested in a clanking jangle of fel-iron chain, the collar digging into her neck as she strained against it with a feral snarl. Yet it held, as it always did. She whirled, catching the chain in her forehooves as she arched backward, her rear hooves soon planted on the wall to either side of the heavy anchor fastened into the wall.

Muscles shaking, straining passed endurance, yet she didn't relent. Tears marking her furious visage as she heaved, and pulled, and strained... to no avail. Collapsing on the bed with a gasp as her exhausted body crumpled upon it, the clanking mockery of her fetters settling with her taunting her with her helplessness. Shaking forehooves working the links through her grasp, methodically testing each one for flaw, for any weakness. Burning eyes examining from every conceivable angle. Even the soft green glow of the runes mocked her weakness.

At some point, her reddened eyes fluttered and closed on their own.. her busy hooves stilling, the chain slipping from between them as she wilted into the comforting softness of the bed. Silence descending upon the dark chambers...

Until her piercing shriek broke that silence. The blue alicorn surging numbly upright, wheezing, sobbing.. she had been melting, breaking once more into cold moonlight and icy stone, forever imprisoned in the moon. And Nightmare Moon had been waiting for her, laughing, mocking... but the laughter had become higher pitched, as a fanged, fiery eyed Cadance had bound her once more in chains and tossed her into the darkness. And she had screamed, and begged, and p-pleaded.. how she had broken in the face of that unending torment.

And then the door was flung open, a shaft of dazzling light burning into the soothing shadows, making her hiss and shield her squinting eyes with a wing against the light. Only for them to narrow further at the false concern in the smoky orange eyes that regarded her, Cadance backlit from the daylight streaming into the hallway.

“I heard you scream.” That voice… so carefully engineered to seem genuinely concerned.

But Princess Luna, She of the Night remembered all too well the demon’s tricks. Turning her back on the stinging light and the perfidious treachery of those eyes, hunkering beneath her spread wings, returning her aching head to darkness. Trapped she might be, but she’d not accept the honey dipped concern of a demon, and find herself stripped of something more in the process. She’d let down her guard for a bare moment, and her bondage was the result.

“Please Auntie… you need to slee-”

“Do not address Us so.” The voice was a cold hiss from the rigid mare on her disheveled bed. “We have no such relation to thee, Demon. And if Our difficulties in the realms of slumber in some way disturb thee, thou shalt remember why We are unable to remedy the problem Ourselves.” So saying, she laid herself back down, continuing to shroud herself from her ‘guest’ with her wings.

The soft sound of approaching hooves made her grit her teeth, yet whether to reign in her anger or muzzle the sob trying to rise in her throat she couldn’t at that moment say. The feel of a gentle wingtip reaching out to lay across her back made her stiffen once more.

“L-luna, please let me hel-”

“ENOUGH!” Whirling and lunging to the end of her chain brought her nearly nose to nose with her foe. Some part of her pleased at the shock on the demon’s face as she backpedaled away from the charge. It was a very convincing display, the wide eyes, the gathering of tears in them. But she’d not be taken in again. Teeth bared, eyes flashing, wings mantling, all she lacked was her Royal Canterlot Voice and she could drive her enemy from her presence with a wall of sound. “Touch Us not, Demon! Offer Us not the treacherous balm of your caress, or to take away Our sufferings in return for a paltry bit of pleasure.”

“I-I wasn’t…” Cadance had taken another half-step back, eyes pleading, so deep and soulful despite their corrupted mein.. Luna broke that gaze, she’d not be manipulated by them. “Of course thee weren’t, Archmaiden of LUST. She of all carnal delights. Mistress of base fornications.” Luna’s voice rasped out such titles as she could dredge up, taking pleasure in seeing Cadance wilt slightly under them. “W-whorequeen of the Pits. Forgive Us if We deign to mistrust thy motives. Mayhap one day We shall fall into thy web of lies and sweet promises. But today is NOT THAT DAY! BEGONE!”

Her bloodshot eyes followed Cadance’s hurried departure from her chambers, chest heaving as she slowly relaxed her aching body. The wretched sob she heard from without as the door closed tore at her heart. And she swallowed, feeling the rage draining out of her. To be replaced by regret… and perhaps a hint of shame at resorting to such base slanders, especially if there was some part of Cadance still in there to feel it. No… NO! She clutched at her head, shaking back and forth as she charged up her anger again. No weakness! She was a prisoner in the clutches of an enemy she knew not how to fight, yet fight she must!

It was with the fresh examination of her memories of that treacherous attack before her eyes that they again flickered shut, even her rage bowing before the extreme exhaustion of her body.

Only for the voices to start again, whispering and taunting, and with them the nightmares returned, and again she woke screaming.

This time it wasn't Cadance who swung open the door. Deep maroon eyes in a sky blue face regarded her silently for a moment before stepping inside and shutting the door. The return of darkness soothed Luna's eyes, though she returned the pegasus' regard coolly as she fought to get her breathing under control.

"If this keeps up, you're gonna have a psychotic break y'know." Rainbow Dash mentioned offhandedly, eyes holding a hint of challenge. Luna gave a soft, derisive snort in response. "Oh, how ignominious an end that would be, laid low by something as pedestrian as lack of sleep." She rolled her eyes before feeling the bed shudder as her 'guest' hopped up on it. Turning back only to find herself snoot to snoot with the now angrily glaring pegasus.

"Don't be so flippant. You've just returned from a prolonged banishment, immediately brawled with an archdemon, been drained of your magic and now can't rest for more than a half hour before lurching awake with a scream! Celestia has been pretty much sleeping like the dead and eating when she's not. I think she's had four 'breakfasts' today. You're falling behind on sleep and sustenance, and beyond that you're being rather a bitch about everything."

Luna's glare only grew colder, her ears laying back more and more as Rainbow's monologue progressed. To be dressed down by an underling.... "Dost thou think We are not aware of Our state? Prithy tell Us who is responsible for Our Plight?" Her eyes narrowing as the insufferable pegasus eyerolled at her. Her! The Alicorn of the Night!

"Oh can the thee's and thou's your 'Highness'." Rainbow snarked. "Yeah yeah, we kicked your flank, and yeah, it wasn't a particularly fair encounter. Get over it already. Or is your pride so important that you'd have preferred standing triumphant over our broken bodies before getting whisked away back to your little cell on the moon by the assholes who put you there the first time? You wouldn't have had a Twilight to throw herself into the grinder for you then. I bet the victory would have stayed real sweet when you figured out that you were now a personal attack goddess for the bastards that held your leash, huh?"

Luna could not have telegraphed her strike more if she'd even been aware that she intended to cuff the jumped up pegasus. All she saw was a red haze, her memory casting back to that terrible moment, vanquished beside her sister as they both felt the tug, and knew they were betrayed. That indescribable agony as she realized her shackles hadn't been broken, only loosed for a time. The utter despair had drowned her into an unfeeling grey haze as she waited for the oblivion that was her prison. Knowing that when next she was released, it would be under the threat of that cudgel, she would do as ordered, or be returned to her chains. And desperate for sensation, starved for the interaction of the mortal world, she would obey, do whatever it took to prolong her stay of imprisonment for as long as possible.

Gravity inverted, and it was only as she was slammed to the softness of the mattress with a growling pegasus pinning her to it that she realized her actions. She rallied to fight, but weak as she was, with no magic to draw upon, her physical body was no match for the strength and skill of her assailant. And with a sudden terrible wrench in the pit of her stomach, she realized how helpless she truly was.

"I guess I hit a nerve then?" Rainbow growled in her ear, efficiently pinning the larger alicorn to the bed. "Don't like being hoodwinked I take it? If we hadn't stopped you, you'd have turned it all back over to the Nobles." Luna arched and squirmed, and gasped as Dash's teeth clamped onto the scruff of her neck, a confused shiver coursing down her spine. Worn passed her burst of angry energy, she slowly collapsed beneath the pegasus, gasping for soft sobbing breaths.

That prickling clutch at the base of her neck relaxed, and that sent a shiver through her as well, the Lunar Alicorn hiding her blush against the bed, frantically trying to control her reaction. She'd never been... m-marehandled.. like this. The pegasus now almost laying atop her, the rise and fall of their breathing moving their bodies against each other. And then teeth clamped softly against her ear and she gasped at the pleasing shock of it, and the gentle tug that followed.

"Goddess I want you." Rainbow husked in her ear. "I-it's so hard to be near you like this." She growled softly. "But it's even h-harder to see you h-hurting yourself." Luna stiffening is surprise, and.. a strange gratification... her blush deepening as she drew breath to respond, only for a gentle hoof to cover her mouth, the alicorn falling uncharacteristically silent. "Hush, no more words... we've so much to figure out, but right now, all I want you to do is sleep."

"Sleep Luna, and let me guard your dreams for now."

Luna felt her body relaxing, she knew not if it was some subtle compulsion from the other mare, or just her body finally surrendering to the inevitable, but the warm weight against her, the draped wings about her sides, the clutch of forelegs wrapped against her barrel. They all combined to gently enforce the command, and her heavy eyelids fluttered once in defiance before settling closed once more. She slipped into the waters of sleep without a ripple, and blessedly no nightmares rose to torment her.

Rainbow Dash felt Luna go limp beneath her, and gave a soft shudder, teeth clenching as she fought her instincts, fought the powerful desire she felt for this beautiful creature. Since she'd first met Luna after her return, she'd done some sighing over the more active and physically capable goddess. Seeing her throwing down with Cadance, just pulled out of the moon and able to drive the powerful and well rested archdemon into defense had been like watching poetry. And now she could scarcely think about the Alicorn of the Night without her thoughts flowing into eroticism.

And here she was, laying atop the gorgeous creature. Every instinct she had afire that this was the time, this was the moment to make the lovely Luna hers. She longed to hear her name moaned from those beautiful lips. But one did not serve the mighty Archdevil of Power without being able to control oneself when necessary, as hard as it might be.

Twilight insisted that the Royal Pony Sisters would bow in time, and her word was law. So Dash nestled against her softly slumbering charge, fantasizing about all the things she wanted to do as she buried her snoot in Luna's soft blue mane, breathing in the goddesses scent. It would suffice, until she could have more, and it would make what would come all the sweeter for her restraint.

*****************************

When Luna again awoke, blinking sleep heavy eyes, she was once more alone. Yet no nightmares had assailed her and she at least felt somewhat recovered from her desperate exhaustion. Oddly, she felt a certain disappointment to the pegasus being gone and a small swell of gratitude for the peaceful slumber she had garnered... And that alone was enough to sour her somewhat improved mood again. And yet… she could not deny that her treatment at the mare's hooves, while damaging to her ego, seemed exceptionally honest. She had needed rest, and… well… perhaps her prideful rejection of aid had been somewhat foalish.

Now able to concentrate to some extent, she mulled over the words of the devilish pegasus. Had she not been ignominiously ambushed, she would likely have been able to overcome Cadance somehow. And had she done that, she might have been able to halt the assault that drained Celestia of her power. Even at half strength from the banishment, the two of them would likely have been a match for Twilight, and likely would have halted the invasion right there.

She clenched her eyes tightly. And then their re-banishment would have neatly sealed them away again without even a chance at escape… so yes, having considered it, this was likely a much better outcome than otherwise, regardless of the blow to her pride. Still, that made them no less her enemies, for she highly doubted it was charity on their part to save the two of them from return to their respective charges.

She rubbed her eyes roughly with a foreleg, nnnngh.. not enough sleep, but it was hunger that kept her from it now. She needed sustenance as much as she needed further rest. She gave a short, distasteful huff. If only meeting that need was not another blow to her ego, yet… she could handle it. She had to. She clambered out of the wreck of her bed and approached the door, her usual bellpull had snapped in her flailing struggles, and since she… had been being a bit of a hateful terror, usual checks and service visits had been halted. So she would just have to gain attention and make a request.
The rattle of the chain falling to the floor shook her newly acquired calm, being bound in any way was nearly intolerable and she paused a moment to regather her frayed reserve. Taking a slow shuddering breath as the collar tugged against her neck as she approached the exterior door, lifting a hoof and steeling herself to knock gently, suavely, like Celestia would..

“L-luna?”

The voice was hushed, hesitant, and muffled by the wood of the door, the side door, the one that lead through private passages to her sisters apartments. It was also entirely recognizable. “T-tia?” A stunned swoop of excitement flooded her chest. Her sister had found her! “H-how did you escape? Can you get me out!?”

“I can’t, Lulu… I’m sorry.. T-twilight wouldn’t like that.”

“Twi… Tia… what’s wrong?” Startled by the uncharacteristic response, she set hoof to the knob, still locked tight. “Just unlock the door, let me see you!”

“I can’t do that… Mistress has made it p-plain… I m-mustn’t free you.”

Mistress...

Mistress?!

“Tia… what have they done to you? W-why are you acting like this?” She fought the stubbornly locked knob, feeling the pricking of panicked tears in her eyes. It was her sister’s voice, yet, the words used were dropping like ice into her belly, stealing away the tiny sense of stability she had achieved and casting her into a heaving spiral of dread.

No no no no no…

“I’m sorry Lulu… I’ve not been specifically instructed not to talk to you… and I n-needed to hear your voice. M-my lessons have not been… pleasant. But mistress says I’m nearly passed the need for harsher correction. Oh if she knew I was here she’d be so angry…”

Luna’s jaw worked but no sound came out. Hot, bitter tears of horror streamed down her cheeks, Celestia… her elder sister… sounded like a disobedient foal contemplating a birching.

“You mustn’t let them know I’ve spoken to you! Y-you s-still have a chance! Rainbow Dash… s-she has a bit of a c-crush on you… remember that… i-if you’re clever like I know m-my baby sister is… you can use th-that to get out of the castle… once free of the walls, y-you’ll be able to get away… I know it.”

Th-that sounded more like her Celestia…

“I’ll g-get you out too!” Luna hissed raggedly, trying to salvage some shred of her poise. “I’ll a-ask to see you! Together we can-”

Even as she pressed herself against the door, straining to get through the barrier between her and her sibling, Celestia’s voice began to quiet, and then grow distant. “No Lu! You c-can’t! I won’t b-be able to admit that we had this talk… I’ll deny it. They CAN’T know…. you have to get away! While you h-have a chance! I know y-you’ll come back for me when you can. I’ll b-be waiting.”

“Tia?”

“Tia?!”

No further response came, and releasing the knob from her now shaking grasp she sank to her haunches, trying to… absorb the ramifications of this.

Th-they had their talons into Celestia… using some means of torture to break her will. Yet there was enough left of her sister to try to help her… Yes. She needed to get away, before they considered her strong enough to start her on the same path. She had a chance. She curled in on herself, teeth bared in a soundless pained snarl. She would have to leave Celestia here and make good on her one chance of escape. A-and to do that… they could suspect nothing.

A short time later, her gentle knock brought a near immediate response. A rumbled query as to her health. Her reply was courteous and respectful. A request for a meal, for a change of bedsheets, and perhaps a chance to clean up if that were permitted. All polite and quite reasonable. Heavy hoofsteps in the hallway as the guard went to inquire after her request. And she smiled, a cold, venomous smirk, the sort of outward expression of her seething inner anger that she could not let show even for an instant beyond this point. She had to look her best after all, if she was to woo her ticket out of here.

Deep in the shadows that cloaked the corners of her room, another muzzle also smirked. Unseen and unsensed, wrapped in layers of cloaking magic to distort perceptions, rendered completely unremarkable so long as no direct action was taken. Fortunately, the use of ventriloquism didn’t fall in that category. Such a shame the devil bitch had stopped him from driving her ‘highness’ mad with whispers, yet this was another delicious opportunity that might turn out even better.

Now properly spurred to action… he could count on Luna’s wiles to get herself safely in the clear of the damnable wards layering the castle, where she could be quickly and easily put back where she belonged.

Canterlot: Celestia 1

Slow shuffling footsteps tracked down the long hall from Luna's suite towards the throne room. Cadance rather glad noone was currently present, her solitude allowed her to deal with Luna's barbed words without distraction. She could articulate a half dozen reasons to dismiss the insults, all of them worthy and reasonable. But she didn't want to be reasonable right now. She wanted to employ concussive sleep aids to Luna until SHE felt better. But those terrible bloodshot eyes, the haggard frayed raggedness... Luna was suffering badly from the events of her return, suffering in ways that Celestia didn't seem to be.

With a sigh, the Archdemon turned down the narrow hall to the broad external balcony where in better times Celestia and Luna had met in affectionate accord to handle their celestial duties. In older, less grand times, Celestia had come here to do what Cadance was now going to do. She knew she could move the sun and moon, but her efforts were never pleasant. Yet there was none other to try nor to share the duty with her. And the day was wearing old. It was time to return the night and let Canterlot rest once more during its slow transformation.

She gazed up at the reddening sun, her horn lighting first demonic green, and then slowly shading into pink as she magically reached out to caress the burning orb. Teeth gritting as her fel-iron spike began to smoke faintly, the tip growing warmly red as the sun communicated its displeasure at her tainted touch. She acknowledged its reticence, but gently urged it along anyway. The stubborn, balky sphere slipping jerkily towards the horizon as her teeth clenched harder, more of her metallic horn heating from the pressure.

Twin trails of tears seeping down her cheeks as it finally slipped passed the horizon, spreading it's orange brilliance along the far horizon as she turned her attentions to the opposite direction, once more casting her touch out, searching for a paler sphere. Her horn giving a few pings as it began to cool, before heating again as she made contact with the moon. In her initial attempt she had rather feared the moon would drown her in ice and frost and shatter her heat brittle horn. This proved to not be the case, the moon was silent and impassive, it refused to even acknowledge her, forcing her to drag it passed the terminator of the eastern horizon before it would continue along its path. By the time she had managed to lift the bitter moon into sight, her horn was glowing like wrought iron in a furnace all the way to the base.

The archdemoness gave a soft sob as she broke the connection and folded into a miserable ball on the floor of the balcony. More sobs wracked her as she let vent to the sorrow and pain that assailed her. Until a thin stream of water began to dribble over her horn, sizzling lustily but beginning to slowly leech the incredible heat from the fel-iron. She gave a sobbing whimper and extended the steaming and spitting pike further out, letting more water be poured along its length from a bucket. The holder of which watched her with gentle, caring eyes as he manipulated it with teeth and hooves to soothe her discomfort. The first time Quiet Step had done this, Cadance had a bucket set by to dunk her horn in when she could finally stand. To have the Earth Pony pick it up and carefully cool her horn turned out to be much less painful than quenching the pike as she had planned.

He made no comment as he emptied the last few drops over her still lightly steaming horn before gently setting the bucket aside. A moment later and his velvet nose was rubbing against the base of the pike. A tender tongue beginning to lap against it. Cadance let out a soft whimper and leaned into the gentle loving caress.

How long she let herself wilt into that soothing touch she never remembered nor did Quiet Step say. He simply nestled to his mistress and gave her what pleasure he could, anything to make her feel better. Eventually she stirred and he let her up immediately. Slowly gaining her feet as she sighed and nuzzled into his mane softly. “Thank you my dear. I don’t know what I’d do without you.” He nickered softly in reply and smiled. “You’d have smitten another, Mistress.” He murmured softly, brushing his lips to her muzzle. “There are thousands to pick from after all, if you found a unicorn to your liking perhaps he could help shoulder this burden, instead of just hold you through its aftermath.”

Cadance snorted and wrapped a wing around the rascal. “Enough of that, pet. I could have thousands, it’s true. But it was a beautiful, talented earth pony that was stallion enough to satisfy me when I required. And your care and tenderness are all I require to shift the sun and moon.” She sighed again softly. “I think… I think I shall go see Aunt Celestia.” She bit her lower lip pensively. “Maybe she won’t k-kick me out.” She winced again at Luna’s scathing comments… ah well, the sting would fade in time.

“Shall I leave you to it?” Quiet Step asked, arching into the gentle caress of his mistresses wing. Cadance almost agreed before she gave a sly little grin. “Mmmmmh, no my darling. Come with me, but be silent. And we’ll see what Celestia makes of you.” His warm chuckle answered her feminine giggle. “As you command, Mistress.”

*****************

Celestia’s nose was firmly planted in a precious worn journal when the third knock finally managed to get through to her that she had a visitor. Her eyes blinking as she looked out to the brilliant moon in the star spangled sky.

Well… that would explain why the words were getting hard to read.

Narrowing her eyes she focussed, wary of doing too much, silently pleading that Rainbow’s boon with the suppressor was... enough... for… THIS! A soft snap echoed through the dim chamber as candles sprang to light in the sconces about the walls, Celestia smiling gently in accomplishment, something about having just this much control, made her feel civilized again, a much needed recentering for the Princess in her. Her telekinesis catching the door latch and slowly pulling it open. “Yes?”

The doorway was empty. Oh dear, had she ignored someone for too long while engrossed in her book? She really shouldn’t let herself get that wrapped up in things!

“A-auntie T-tia?” Cadance’s voice came from behind the doorframe, sounding very small and uncertain in a way that made Celestia’s ears perk in concern as the Archdemon peeked nervously around the door frame. “P-please d-don’t throwthingsatme!”

Celestia was frozen in place, unable to get her brain to accept what she was seeing. The Archdemon of Lust was… cowering outside her door? She blinked… okay.. that still worked. She did it again. Good, have control of the eyelids. Now if only she could get the rest to turn over properly. She took a slow breath, letting it out. Grand… now maybe the voice?

“Cadance… w-why do you think I’d throw things at you?” Yes, okay, vocal control restored. Goodness what odd things shock would do to your faculties.

Slowly, the archdemoness moved to sit in the doorway, fangs biting her lower lip pensively. “Luna’s having trouble sleeping, I tried to help, she didn’t take it well. She called m-me… well.. she called me hurtful things, and I’m not dealing with it as well as I-I probably should.” She wilted a little bit, tracing a circle on the floor before her with one hoof. “I-I was kind of hoping we could maybe talk for a bit, and… I could maybe g-get a hug.”

Celestia swallowed against a suddenly dry throat. These words, these actions… it was like being transported back in time. When a newly ascended Cadance was still finding her way, and needing so much support and guidance to do so. Support and guidance that Celestia had been more than happy to offer. Yet… her eyes narrowed slightly, could she trust this display of vulnerability.

Her eyes strayed back to the journal, a few scribbled passages coming to her mind.

‘Demonic perfidy is second nature, yet… often unconsciously done?’

‘The binding of a contract can focus demonic intent for good or ill.’

‘Treacherous natures aside, demons seem to respect honesty to an inordinate degree.’

All three concepts paired well with her own hard won knowledge of demonic nature, yet… she had never considered the study of demonic social interactions. When your intent was to put a halberd through a face, you didn’t exchange many pleasantries with it after all.

Well… alright then.

“Speak with me, Demon. Speak without ruse or guile…” The words of the summoning cant were bitter in her mouth, but she couldn’t think of any other method to achieve her goal. “For our time together, let us be honest with one another. I bear you no ill will and shall offer you no harm this night, in return I expect no harm be given, nor beguilement attempted. I offer conversation and one hug as terms.”

Cadance eyes widened, before the smoky orange of her eyes flashed with orange flame. When her lips parted, the voice that issued forth wasn’t the ‘lost filly’ of the passed moments. “I accept your terms, and pledge to abide by them this night.” The voice was deep, seductive, it was the true essence of Lust, before with a blink her eyes ceased glowing and Cadance gave her head a short shake, catching her breath in a soft hiss.

Celestia regarded her gently. “Do you know what I just did?”

Cadance eyed her steadily, eyes searching hers as she nodded silently.

“And do you know why?”

Cadance took a hesitant step into the room, lips pursed. “S-so you could trust me.” She replied in a flat voice. “Because you th-thought I might be trying to play you.”

Celestia nodded with a gentle smile. “Partly, yes. But also so you could trust that I wasn’t going to launch a book at you the moment you cleared the door frame. The contract was specific to my behaviour as well after all.” She gave a short huff of breath. “I regret that such a thing is needed, yet it gives us a way to be at ease at least, don’t you think?”

Cadance mirrored that gentle huff as she moved towards one of the chairs in the room. “I suppose so, it… well… I never expected a contract binding from you of all ponies.” The pink archdemon flopped gracelessly onto the soft cushions. “Is this how we’re going to be from now on? Will I be ‘Demon’ in the first breath of every conversation we have?” The mournful tone of her voice as she asked the question was at least trustworthy, the contract was specific after all.

“Don’t you want your hug?” Celestia asked, rather amazed at the teasing she could infuse into her tone now. “Please don’t be angry with me, grant me that I need a little sense of control, given what’s happened recently.”

Cadance waved a listless hoof, “I’ll collect it before I go… since it’s now payment.” She frowned softly, her eyes sad. “I understand Auntie. In your shoes I could think of little else that would let you relax your guard. It… hurts a little that you expect treachery from me first and foremost… I don’t think I’ve earned that.”

With a soft sigh Celestia rose from her chair, her chain rattling upon the tiles as she moved to sit before her niece. “Cadance, I’m chained to my bed, bereft of most of my magic, in a world that feels as if it rejects my presence from all sides. And I get no do-overs on making the right choices. Like it or not, you are one of my jailers, and while I am… trying to be understanding… It’s hard when one is caged.”

“It’s just until Twilight is better Auntie. She will be able to convince you to side with us. If I thought for a second that you’d stay in your bedroom if I asked nicely, I’d allow that option. Until Twilight recovers it’s the only way we can keep you from getting rebanished.”

“Re-rebanished? But Twilight destroyed the construct?!” The thought of that awful grasp, the slow, merciless tug pulling her apart, to scatter her back into the sun… she couldn’t help but swallow against the lump in her throat.

Cadance sighed and rolled onto her back. “They’ve tried twice Auntie. For you. And once for Luna. We warded the hell out of your rooms the instant we detected the magic. We might not be able to break the banishment ritual conventionally, but anti-magic wards at archdemon strength are keeping them from reacquiring you.” She offered the response with a breezy indifference that almost made the impact of the subject matter worse.

“Th-they can d-do that again?” Celestia grimaced at how small her voice had become. “N-no… h-how.. it’s ancient magic.. h-how could they.. where did they f-find duplicates?” No.. not again.. never again…

“Shhhh.” A soft hoof brushed her cheek, wiping a tear from it. “If nothing else Auntie. Whatever else you may think. Please believe me… we aren’t going to let them take you.” Celestia gave a soft whimper before being drawn into a gentle embrace. "Shhhh... no more time in the sun. Not ever." Those forelegs clutching her tight. "We won't allow it." Cadance hissed through clenched fangs. The sound fierce, possessive, and yet, oddly comforting.

Slowly she lifted her head, drawing a soft, shuddering breath. "Th-thank you Cad-mmmph!" Eyes widening in shock as she found herself being kissed forcefully by the archdemon. A deep, needful.. p-passionate coupling of mouth to mouth as she sat frozen in shock again.

G-goddesses her tongue w-was long!

She was just beginning to stiffen when Cadance's eyes flew open and she jerked back, a look of horror on her face. "I-I'm sorry! Sorrysorry.. oh p-please.. Auntie please believe me.. I didn't mean to.. I-I.. wasn't going..." She bit her lower lip hard and whined in deep distress as she recoiled from Celestia's rail stiff body. Hooves covering her eyes as she drew in a ragged breath. "I... I can't h-help it Auntie." She whispered hoarsely.

Celestia meanwhile had lifted a trembling hoof to her lips, eyes wide and staring. And if her cheeks got any pinker she might just light on fire for true. "I-it's.. it's your n-nature?" She whispered hoarsely. The pink former alicorn giving a short jerky nod, still hiding her face from her aunt's gaze. "I... d-don't get to just feel affection any more." She mumbled harshly. "Wh-when I look at you... nnnph.. I love you s-so much... y-you're irresistible. The things... I w-want us to do." She flinched as that slipped out, jerking tearful, worried eyes up to look at Celestia. "B-but not if y-you didn't w-want to! I w-would never try to f-force..." She groaned, flopping back onto the chair cushion and buried her head in her forelegs. "I've made a mess of things now."

“I… ahem… I didn’t th-think you were into m-mares.” Celestia blinked, having said the first thing that came to mind, only after the fact did she realize how stupid it sounded. Yet the distraught archdemon began to chuckle. The chuckle turning into an infectious little giggle that had Celestia’s lips twitching in seconds, before Cadance lifted her head to howl a Luna style cackle, beating the cushion before her with a hoof as she tried to catch her breath between peals of laughter.

“Oh… snrk… ooooh… heeeee… nnnngh, hahahahaha… hhhhph.. hnnngh... “ Wiping a fetlock to clear the tears from her eyes as she gasped raggedly for breath. “Y-you don’t get m-much more openminded th-than Lust, Auntie.” She broke into a snicker at the end, dissolving into laughter for a few moments more. “Hmmhmmmheeeee. I-if it can bring pleasure in s-some way, a-at some time.. then I cannot h-help but be a fan.” She slowly managed to haul herself back into a sitting position, still having the odd giggle fit now and then. “I s-suppose my orientation is best described as, Omnisexual?”

Celestia, still grinning a little embarrassedly, couldn’t help herself. “Stallions, mares, fish, pineapples?”

Cadance roared in laughter again, holding her barrel as the spasms became somewhat painful. Alternating between giggles and grunts as she tried to pull herself back into some semblance of control, more tears trickling down her cheeks. Struggling with not falling off her chair with her hysterical flailings.

And Celestia felt herself slowly relaxing, she couldn’t help herself. This was Cadance. This was her dearly missed niece. Regardless of the strange trappings and disturbing behaviours, she felt a swell of love for the Archdemon at that moment. Biting her lower lip as she struggled to figure out how to express it without experiencing t-that tongue a second time.

Cadance quieted, face becoming a little solemn for a moment, a soft smile spreading across her lips, before she blushed and looked away. “I.. uh… I can still feel that, Auntie. You don’t need to say anything.” Her forelegs curling around her barrel, hugging herself as she gave a soft sniffle. “Thank you.” She murmured softly.

**************************

Clink!

Celestia glared at her fourth cup of tea, sitting there so treacherously before her. It was not the contents of the cup that was rife with lies and betrayal. It was the manner in which it arrived!

After they had both recovered their poise somewhat, Cadance had suggested some tea to help them get back into the swing of things. No sooner had she mentioned it when clink! Her first cup had arrived. And barely a breath later, clink! a steaming cup was before the Solar Alicorn as well. A soft click of fine porcelain and the rest of the tea service paraphernalia was sitting on the low table between them save for the teapot itself. Cadance lifting the cream in her pink telekinesis. “Cream, Auntie?” The look in her eyes gleefully challenging. A puzzle was it? To figure out how she was doing this with seemingly no magic? Very well!

Now, with her latest refill steaming mockingly before her, Celestia was close to admitting she hadn’t the foggiest idea how Cadance was managing it. She had been using what magic she had to passively sense for spells or portals or illusions. She had scanned for teleportation residue and left over twisting of physical space if a portal tunnel was in use. Seeing Cadance smugly watching her through every step she thought through was maddening! She had watched Cadance’s cup like a hawk, yet between one eye blink and the next, it just vanished, and returned with a soft clink just as abruptly, full once more.

Celestia chewed on her lower lip a bit, eyes narrowed in thought. What was she missing?

“I see Rainbow still had Twilight’s journal for you. I’m glad.” Cadance spoke lightly, simply making conversation, and smugly distracting from the real task at hand!

“Mmmm, yes… it has been quite interesting. She focussed so much on behaviour patterns, much moreso than any other scholar and at closer range.” Celestia murmured in reply, eyes still locked on the table, trying to keep track of every piece of crockery at once.

“Fluttershy is making a survey of the near wilds, to give us a better idea of where the natural things sit nowadays.” Cadance murmured as she added sugar to her cup.

“That’s… interesting.. and I certainly wish her luck. But back to Twilight’s journal. I’ve barely scratched the surface, Twilight used a very odd cypher for it. Do you happen to know where the original key might be?” She glanced up at Cadance. clink! A plate of biscuits. Damn it!

“Applejack is working on trying to grow a fel-garden on the slopes outside of Canterlot. It’s being more challenging than we had hoped. We’re going to need the food badly I think.”

Celestia shook herself free of her preoccupation with their magical tea service puzzle to gaze across at her niece. “Cadance?” The Archdemon looked up, seemingly quite at ease. “Yes, Auntie?”

“Why are you changing the subject?” Celestia asked with narrowed eyes, “You mentioned Twilight’s journal, and now act like you do not wish to discuss it at all.”

Cadance blinked, seemingly confused for a moment before her eyes widened in realization. “Oh… oh… you’ve been talking about it.” She giggled softly and nodding excitedly. “Riiiiight, okay, now I get it. Ummm.. well… I can’t actually hear anything specific about the contents of the journal. None of us can, even Twilight. See, when Twi started writing it, she apparently didn’t want it falling into the wrong hooves in Tartarus. So well… you know Twilight, adequate isn’t enough.” Cadance shrugged and giggled softly. “She made the contents of the book Unreadable by demons, Unmentionable to demons, and Unknowable by anything with demonic blood in its veins. She’s such an insufferable bitch when it comes to security! As soon as any one of us crossed the threshold into actual demonhood instead of just demonic taint, we forgot all knowledge of the contents, and it looks like a book full of blank pages to us!”

Celestia just sat blinking for a moment, trying to assimilate the ramifications of this revelation. Each one of the effects Cadance mentioned was the product of an incredibly powerful spell array, hundreds of individual enchantments woven together to make the item in question secure in some fashion from a particular type of creature. In this case, denizens of Tartarus. To make an item all three at the same time was the work of years, the patient crafting and interlacing of three fully formed spell arrays, easily hundreds if not over a thousand individual spells… on a.. book?

“H-her journal is an Artifact?” She asked the question in a hushed voice, not knowing if Cadance could answer.

“Mmmhmmm, Twilight created an Artifact tome, layered harmonious enchantments so deep that demons can’t even find a niche to start undoing them. Our attempts just slid off any time we tried.” Cadance beamed at the plain insignificant looking volume on Celestia’s reading desk. “I can hope whatever's in there is useful, but it could be six thousand pages of how much Twilight likes eclairs and I’d not even be able to know.”

clink! A plate of eclairs.

A plate of bucking eclairs.

“Okay fine! I give! How in the name of Faust are you DOING that?!”

Cadance gave a little crow of victory, clapping her hooves together as she rocked back and forth in her chair. “We got her! We totally got you Auntie!” She laughed raucously. “Come on out and take a bow you sneaky little bastard!”

A soft cough, like that of a well trained servant prompting politely for attention….
And before her stood a simple commonplace earth pony. Tan coat and soft brown mane, only the very slight slitting of his eyes marking him as something more than what he initially seemed. “As you wish, mistress.” He gave a gentle bow towards Celestia. “Good evening to you, Celestia. I am Lady Cadance’s hoof servant (and personal sex toy!) Q-quiet Step. It’s a pleasure to (I mean it, god he’s hung!) Ahem! A pleasure to meet you!”

“I’m totally cool if you want to borrow him tonight, y’know. Just.. well, in case you need some… unf unf unf..”

“Cadance you will cease this instant!” Celestia shouted, her voice rising to her high octave in her distress, cheeks burning up as she cast a scandalized glare across the table at her cheekily grinning niece. Only to hear a soft chuckle from the earth pony in question, his cheeks quite red himself, though he seemed more amused by Cadance’s behaviour than put off by it. His tail swishing back and forth as he cast a fond, patiently adoring look upon his mistress.

“And I’d do it to, at her whim.” He murmured in her direction, eyes falling half closed, giving the archdemon the warmest bedroom eyes Celestia had ever seen. Celestia turning woodenly to look back at the mare in question, only to see the same teasing, smoldering gaze coming back the other way.

“Or we could both stay… share her?”

Oh Faust, they were talking about her.

“Mmmmmh, if we do, we should decide on who gets heads or tails.

This was NOT happening.

“Well, I’m sure we can have all kinds of fun, regardless which end we get.”

Oooookay.. no. nope… nuh uh…

“I was extolling your virtues a minute ago though. So maybe you should get tails just for truth in advertising.”

“Well, maybe we should let her have a say. She might prefer having a-”

“AND WE ARE DONE WITH THIS CONVERSATION!” Celestia flushed at the aggressive sound of her own voice as the two demons burst out laughing together.

“I’d prefer having the little magic demonstration explained better than more attention put on hypothetical sex practices at the moment.”

“Oooooh, did you hear that? We get to talk sex later!”

Celestia’s head thumped off the table with an aggravated rattle of chain and clinking of crockery as the two demons descended into mutual laughter all over again. Note to self, lust demons just feed off each other and you will completely lose control of the conversation… love, Celestia.

In the end, this was a fairly good way to end the evening. Quiet Step had taken pity upon her and politely taken himself off to handle a few things, enabling Celestia to get Cadance to calm down a bit. She’d finally asked shyly for her hug, and so she was now laying with Celestia on the bed, nestled back against Celestia’s barrel, wrapped in her soft wings. It was the only position in which she didn’t feel automatically obliged to attempt to make out with the Solar Alicorn.

Celestia let out a soft, contented, if tired sigh. This evening had been ridiculous in ways she hadn’t even known were possible… and yet.. her forelegs tightened gently around Cadance, and she felt the archdemon sigh happily from the warm clutch. This was indeed a nice way to wrap it up.

“Is this what you wanted Cadance?” She murmured softly in a dark pink ear.

“Mmmmhm! Thank you Auntie. It feels so nice, and I was so sore from moving the sun and moon. I don’t know how you handled that for so long. My stupid horn burns me when I have to do it.” Cadance had regressed many levels back from the smoldering sex pot that close association with Quiet Step had brought out in her, and was more fillyish in her attitude again. It was a strange behaviour, and yet Celestia appreciated having at least that much control over her seemingly labile moods. Yet… her offhanded comment finally made it into Celestia’s sleepy brain.

“You moved them?”

“Mmmhmmm, the sun spends the entire time chanting ‘Not Celestia Not Celestia’ and makes me do all the work. The Moon won’t even acknowledge my presence, and sags like a sack of potatoes until I get it over the horizon.” Cadance snorted softly. “I dunno if it’s me, or just them pouting because you’ve both been gone so long, or what.”

“C-can I look at your horn more closely?”

“Hmmmm? Sure, go ahead.. here.. lemme just…” She lifted a hoof to the base, a soft click unsealing the little silver shield around it, letting her telekinesis slip it off, leaving Celestia horrified at the sight. She lifted a hoof to gently brush Cadance’s mane back, to fully view the ragged puckered scarring surrounding the bitter spike that replaced her lost natural spire.

Biting back a soft mournful sob, she stiffened her resolve to look it over clinically. Fel-iron make, none too sophisticated. Most likely a base component for some larger construction repurposed for this. The surface was pitted and worn, the dull red-grey metal sullen in its refusal to take any sort of sheen from its use. “H-how did this happen?” She hissed in horror and pity.

Hearing Cadance’s terse explanation for the substitution only sickened her further. That it was the singular act that permitted her to slay Lust, saving her friends and inadvertently claiming the mantle for herself, only made their standing in regards to one another even more complex than before. Well, that would wait for now.

“How did you move the heavenly bodies with… this? Fel-iron channels demonic power easily enough… but harmony magic slides off it like ice on a griddle. There shouldn’t be any way for you to-” She fell silent, eyes wide as Cadance stiffened in her grasp with effort. The Archdemon gave a soft grunt, straining thereafter in silence. A wisp of smoke rising from the tip of her macabre horn, a soft, unpleasant sizzle following before a faint pink glow surrounded the tip, which began to heat as if returning to the forges of its creation. “You… mean… I… sh-shouldn’t… be able… t-to do… this?” The archdemon hissed, as with a pop, tiny pink hearts blossomed from the tip of her horn, swirling down around it before flitting out to brush Celestia’s cheek in passing.

Celestia was once more rooted in shock, her cheek warm and tingly. "That was love magic." She murmured softly. "You can still channel true harmonic love magic?"

"Ya-huh! Though it's super not easy as you may have noticed. My horn gets hot, and I have to use Love to move the sun and moon, so I'm a bit crispy before I'm done." Cadance explained cheerfully, waggling her horn to dispel the smoke rising from the tip. "I can't wait until you two can take over again, it really wears me out!"

Celestia stayed silent as she simply held Cadance closer, making the archdemon purrr quietly, and tried to assimilate everything she had learned tonight, and wished she could speak to Luna.