Twilight teleported outside of the town hall taking deep breaths to calm herself down, Spike came out of the hall ahead of a stampede of ponies running in panic. She grabs him and runs back to the liberty and her mind racing with what Sunset revealed, Nightmare Moon is actually Princess Celestia's sister Luna. Now with Sunset captured by her aunt and taken along with the rest of the herd. She only has one hope left she has to find the elements and stop Nightmare Moon, to do that she has to read up on where to find the elements. Which she was doing till the front door of the liberty burst open and Rainbow Dash came rushing in along with, Rarity, Fluttershy, Applejack and Pinky. They came to her because as princess Sunset's herd mate she would know what to do next. The other ponies are running around with no idea what to do without the princess to tell them what to do. (1)

"I’m going to need to look through the books for anything on the Elements of Harmony,” Twilight said.

“Got it!” said Pinkie, pulling out a book. “Elements of Harmony: A Reference Guide."

"How?" Twilight ask.

"It's under E," Pinkie said as she hop around.

"There are six elements, but only five are known: Honesty, Kindness Laughter, Generosity, and Loyalty. The sixth element was a mystery kept a mystery. After Celestia used the Elements on Nightmare Moon, the princess hid them in the Castle of the Royal Pony Sisters, which is now in…," Twilight said reading the book aloud.

"…the Everfree Forest!” six ponies cried out in unison. They stood at the entrance to the woods. Spike was left behind, due to him passing out after a whole night of partying.

“I’m going in alone,” Twilight said after taking a deep breath.

“What?” said everypony.

“I appreciate you all for following me this far, but this is where we part ways. Since I'm part of the royal herd and knew of Nightmare Moon return, it’s my responsibility to stop her. And I don’t want anypony else to get hurt along the way,” Twilight said.

“That’s awfully sweet of you, Sugercube,” Applejack spoke up. “But Equestria’s our home too. We're not going to let you go in there alone."

"Yeah we're going to help save Equestria!" Rainbow Dash shouted.

"And get on Princess Celestia's and Sunset's good sides," Twilight said causing the two to blush as they walk into the forest.

The six little ponies walked through the woods in darkness. Who are being followed by a shadow along the way. A piece of magic that Nightmare Moon is controlling while she and her sister enjoyed Sunset's herd.

“None of you have even been in these woods before?" Twilight ask.

"No, these woods aren't natural," Rarity said.

“These woods are scary. The weather can't be controlled and the animals take care of themselves,” trembled Fluttershy.

“Actually from what you just said reminds me of the human world Sunset told me and the others about too. No one can control the weather there, use magic and besides pets and zoos animals take care of themselves,” Twilight explained.

"Really? What are the humans like?" Pinkie ask.

"Well the humans from what Sunset told me about. Are like her and have two genders like some of the races living in this world, they eat both meat and plants. They also have no magic and use technology instead to that point where some of the things we do with magic is easily done by machines. They are also the only race that is intelligent on their world. They're also more aggressive thanks to their harsher world and unlike us are very wide spread around their world," Twilight explains.

"Machines like what?" Rarity ask.

"Well since there is a road here if we were in the human world we could have taken something called a car that is like trains here but doesn't need rails to work. Traveling would only take a half hour at most if the road goes all the way to the castle," Twilight said.

"That be nice and out of these woods faster. The woods are just too different and no one has ever gone that far in," Fluttershy said.

"Why?" Twilight ask.

“Nopony knows,” said Rainbow Dash in the spookiest voice she could muster. “You know why? Because anypony that’s came in here has… never…. come… OUT!”

As if on cue, the ground gave in as soon as her voice rose to a shout. Twilight scrambled for her balance as she tumbled down a steep, newly made slope of gravel and debris. In the blink of an eye, she found herself hanging on to Applejack’s hands while the rest of her dangled over a cliff.

“Applejack!” Twilight screamed in panic. “What do I do?”

Applejack looked into Twilight’s eyes with a completely straight face.

“Let go,” she instructed calmly.

“WHAT? BUCK NO!” Twilight shouted.

“What I'm telling you is the truth you'll be ok,” she said.

"Ok," Twilight said letting go and falling into the arms of Fluttershy and Rainbow Dash.

"Told you that you'll be ok," Applejack said.

"And you couldn't just said that?" Twilight ask frowning at her.

"I didn't think of that," Applejack said blushing.

!

After Twilight was place on the ground the group continued on their quest. While Rainbow Dash was bragging about how she totally saved Twilight’s flank in the most awesome way possible for at least the 80th time in a row. Suddenly, the roar of a huge beast that jumped out of nowhere finally broke the awkward silence!

“It’s a manticore!” the ponies screamed.

Rarity attacked first by bucking the manticore in the face. In response, the monster roared again, this time with much more fury. Screaming in fright, Rarity ran back to safety of her friends, the threat chasing after her.

The manticore was just about to swipe off Rarity’s hide when it felt something land on its head. It was Applejack, riding the monster rodeo-style. The manticore expelled orange mare off its back, only to be encircled by Rainbow Dash. Dash flew faster and faster, creating a mini rainbow colored hurricane. The beast swung its tail, and in a mighty swing Rainbow Dash was propelled backward. She recovered, and charged along with her friends to the manticore.

“WAIT!” shouted Fluttershy, stopping the fight. She quietly walked toward the enraged enemy, and began to soothe him with baby talk. “What’s the matter, you big old fuzzy wuzzykins?”

"What are you doing? Run, Fluttershy! Run away before that thing eats you alive!" Twilight shouted.

The manticore showed Fluttershy thorn that was stuck in his paw.

“Oh, you poor thing. Don’t worry, I’ve got it. Now this is going to hurt just for a teensy-weensy second,” Fluttershy said pulling the thorn out causing the manticore to roar. “There, that wasn’t so bad, was it? Now, if don’t mind, me and my friends will be on our way.”

The now-friendly manticore repeatedly licked Fluttershy’s hair in thanks until it resembled a massive cowlick. Fluttershy just giggled, and skipped on her merry way.

“What just happened?” Twilight ask.

“Twilight, you’ve got to learn that something’s big and scary, doesn’t mean that you can’t offer your hoof in kindness for it,” lectured Fluttershy.

!

The ponies with that out of the way advanced further down the path, and closer to the castle ruins. As the Everfree Forest grew thicker, the branches shaded them from what little light the moon offered. Soon, Twilight couldn’t see the very horn in from his face.

“I stepped in something,” Applejack said as Fluttershy howled in fright.

“It’s just mud, Flutters,” snorted Applejack. “You don’t have get so worked up about-AAAAIIIIIEEEEE!!!! TREE-DEMONS! EVERYPONY FOR HERSELF!!!”

And all the trees had glowing faces and they were scary and everypony screamed and the trees were scary but they were doing absolutely nothing but this was the Everfree Forest so everything in it could kill you and the trees were really, really scary. All of ponies were quivering in fear, except Pinkie Pie. She was standing up to one of the trees, making silly and demeaning faces at one of them, giggling like a maniac the whole time.

"Pinkie, what are you doing?" Twilight asked.

"Oh, girls, don't you see?" Pinkie started shuffling her hooves, as if she was dancing. A phantom tune started playing.

Pinkie wasn't paying my confusion any mind, and she began singing.

'When I was a little filly and the sun was going doooowwn...'

"Don't tell me she's going to sing?" Twilight ask.

Pinkie, somehow, appeared above us and continued her song.

'The darkness and the shadows, they would always make me froooowwn...'

Without batting an eye, Rarity called it like it was. "She is."

'I'd hide under my pillow'

'From what I thought I saw'

'But Granny Pie said that wasn't the way'

'To deal with fears at all'

'She said, "Pinkie, you gotta stand up tall'

'Learn to face your fears'

'You'll see that they can't hurt you'

'Just laugh to make them disappear.'

Pinkie brazenly laughed at one of the trees, and it poofed into an ordinary not-evil tree. The others gasped, but I stood bewildered.

"You've got to be kidding me," Twilight said in shock.

'So, giggle at the ghostly'

'Guffaw at the grossly'

'Crack up at the creepy'

'Whoop it up with the weepy'

'Chortle at the kooky'

'Snortle at the spooky'

The others joined in on the singing and the laughing, each laugh transforming the trees. Twilight just stood there watching with amazement. Sunset had pointed out that in the human world people don't just break out in a song and dance number which she had seen from the windows of the castle and how some of the ponies in the castle also did so. Twilight and the other herds never noticed that before and now that she is just standing there and watching she realized how odd that music just starts playing out of nowhere as someone is singing. (2)

'And tell that big dumb scary face to take a hike and leave you alone and if he thinks he can scare you then he's got another thing coming and the very idea of such a thing just makes you wanna...'

Pinkie erupted into a giggle fit, making even more of the trees normal again.

'Laaaaaaaaaaaaaaaaaaaaaaaaaaaaaaauuuugh!'

The music cut out, and everyone fell to the ground with laughter.

"Hey, Twilight, why aren't you laughing?" Pinkie asked.

"I just realized how Sunset felt when me and the rest of the herd and her mom broke out singing while she just watched," Twilight said.

"What?" Rarity ask.

"In the human world humans don't just break out singing and music begins playing out of nowhere," Twilight said.

"Really that's strange," Fluttershy said.

"And also why didn't we just run pass the trees? They're trees that don't move," Twilight said causing all the ponies to wonder why too. (3)

!

However, none of them were prepared for what came next. A large river full of rapids with the sounds of uncontrollable sobbing from downstream. The ponies walked to the over dramatic weeping to find a fabulous-looking sea serpent.

“What seems to be the problem, sir?” asked Twilight ask.

“Well, I was minding my own business,” said the sea serpent name Steven Magnet. “When a purple wind just whisked pasted me and sliced off part of my beautiful moustache! Now, I’m completely hideous!”

"Oh, give me a break." Rainbow groaned.

"That's what all the fuss is about?" Applejack asked with indignation.

"Of course it is! How can you be so insensitive?" Rarity scolded with her head held high. Rarity approached the Steven. "Oh, just look at him. Such lovely luminescent scales. And your expertly coiffed mane. And your fabulous manicure... all ruined without your beautiful mustache. I cannot let such a crime against fabulosity go uncorrected!" She ran up to the serpent and ripped off one of his scales, unsurprisingly causing him to yelp in pain.

Using the scale she slashed the bladed object at herself, cutting her tail off. Rarity didn't blink at her cut tail, merely staying focused on the task at hand by levitating her removed tail up to the serpent's face. She firmly attached her fallen tail onto the serpent's face like it was the second half of his mustache.

"You look smashing." Rarity complimented with a straight face.

"Uh, Rarity? Are you really okay with this?" Twilight asked her, motioning to her tail.

"Oh. Uh, it's fine. Short tails are in this season. Besides, it will grow back," she said.

"The mustache would grow back too, you know," Rainbow Dash said.

Twilight started wading across the river now that it was calm. The serpent lifted her from the water, arranging his body as stepping stones across the river.

"Allow me." Steven said, granting them access across the water.

!

Finally the ponies approached the Castle of Royal Pony Sisters, and only one this stood in their way. A deep and wide valley that no one but with wings could cross. And the rope bridge that was cut down.

“How do we get across?” Applejack ask.

"I'll handle this," Rainbow Dash said.

And with that, she flew to the other side of gorge. She was just about to tie the final rope that would make bridge accessible again, but stopped when she heard a soothing voice call out her name.

“Rainbow Dash…”

“Who’s there? Show yourself! How do you know my name?” Dash asked, challenged, and wondered all at once.

“Your fame and reputation exceeds yourself, Rainbow Dash. We heard that you were the most talented flyer in all Equestria,” the voice said.

“Really?” Rainbow Dash ask.

“We also heard you’re the only one to ever pull off the legendary Sonic Rainboom,” said the voice, as its owner came out of the mist to reveal that it was a pegasus mare in black spandex with two other larger pegasus. Looking down at the bulges showed that all three of them are very large for pegasuses.

“Yes, it’s all true,” said Dash with pride. She focused on her flatterers. “But who are you, anyway?”

“We are the Shadowbolts,” the mare said. “We’re the fastest flying team in the Everfree Forest, and soon, all of Equestria! And we're looking for a new captain.”

“Who do you have in mind?” said Rainbow Dash with a knowing smile.

“We need somepony with speed,” said the Shadowbolt leader.

“Yes…” said Rainbow Dash, savoring the moment.

“We need somepony with agility,” added the Shadowbolt leader, building up to the moment.

“Yes…” Rainbow ask.

“But most importantly, our captain must have an unlimited amount of stamina when she shows us why she is the captain!” Shadowbolt leader said licking her lips.

“Aw yeah, that’s what I’m talking about!” Rainbow Dash said.

“We need… you,” said the Shadowbolt leader, whispering the last part in Dash’s ear and rubbing her cock.

“Girlfriend, you got yourself a deal!” cheered Rainbow Dash. “Just let me tie this bridge up, and we’ll talk.”

“NO!” rejected the shady mare abruptly. “You have to come with us NOW. It’s either them or us!”

Rainbow Dash contemplated her options briefly. Would she choose the fame and glory she dreamed of and strives for every day, or the friends that supported her and stuck with her thick and thin.

"No," Rainbow Dash said as she picks up the rope bridge and flies back to her friends. The Shadowbolts seeing her going back to her friends turn back into shadows and faded away.

“Dash, you came back!” Twilight said.

“Of course I came back,” she said with pride. “I’d never leave you guys hanging!”

!

The ponies entered the ruins of the castle which is still in good shape. Inside the main chamber they found several perfectly round rocks resting on some kind of pedestal.

“The Elements!” everypony cheered.

Black mist suddenly appeared wrapping itself around both Twilight and the elements teleporting them away. Leaving behind the five ponies who came with her. Seeing their new friend gone they race and off to save her going deeper into the castle.

Twilight on the other hand found herself in the bedroom that both princesses shared together when they were living in the castle. And she also found herself completely naked. Which is no longer empty as laying where they fell her herdmates and the ponies who were taken with them, are spread out in the room covered in sex juices with a fuck out looks on their faces. The two royal sisters had taken them all many times, single or double teaming on them till all of the ponies in the room were completely spent. Which didn't stop either of the sister's from fucking them even as they dangled like rag dolls. Twilight couldn't help but look at the 3 mares who got caught with her herdmates. Octavia is like Bon Bon with both being the same sizes but unlike Bon Bon powerful body, hers is softer with a bustier built and her cock is 18 inches too. Vinyl has the same built like herself but has a 15 inch cock. And Derpy has a big soft butt and a 17 inch cock. All 3 mares made Twilight very aware how of a late bloomer she is.

"Welcome my student," Molestia greeted causing Twilight to turn her attention to her teacher.

There seated on a large throne sat Celestia who thanks to her sister is transformed into Molestia. Twilight could only stare at her teacher who now has pink hair a creamy coat from her pure white one and a much bustier built and looking between her legs a massive cock that is 25 inches long and so thick. And sitting across her lap is Sunset who is suckling from her left breast as she was held up by her mother.

"Princess what happen to you?" Twilight ask as she couldn't help but drool as she stare at her now sexier teacher. Both the scent coming from Sunset and the musk from Molestia is causing Twilight to become aroused.

"My dear sister return and help me become who, I use to be. I am Molestia the princess of lust," Molestia said smiling sweetly. Sunset's eyes widen hearing her mother speaking with Twilight and pulled her mouth from her nipple.

"Twilight mom been change by aunt Luna. All she wants to do is have sex now," Sunset said unable to move because of all the sex she been having. After her mom and her aunt brought her in their old room, her herd mates unable to control themselves grab her and fuck her into a daze. She was taken by all of her herd mates and the 3 other ponies, but for Moondancer, Bon Bon and Octaiva who are the largest in cock size besides her mother and aunt. They tried to have their turn with her but her screaming for them to stop cause her mother to stop them. As her mother is still her mother and hearing her screaming cause that part of her to come out. Molestia made it clear that she is only to have sex with them when she's willing. The 20 cocks she took in the play room are magical so she didn't felt that much pain compared to the real things.

"Now, now my dear Sunset. It's not a bad thing," Molestia said as she held her daughter in her arms. She positions her so that Sunset's front is facing Twilight showing off her well used cum oozing pussy to her. "Don't you want Twilight to give you a good fucking?"

"Mom no!" Sunset said. "I'm too sore and tried."

"Very well my little Sunset," Molestia smiled as she stands up and places her daughter on the throne that is well padded allowing her to rest.

"Princess what have you done to her?" Twilight ask seeing Sunset falling asleep.

"Showed her what I have in plan for everyone. After we broken all of them in first," Molestia smiles licking her lips as she walks towards Twilight. She cast her eyes on the elements and her horn glowed causing all the stone orbs to break to the horror of Twilight. "No more elements to ruin things."

"Princess what have... EEKK!" Twilight shouted as she was grab from behind and lifted up into the air.

"Hello Twilight, we meet again," Nightmare Moon smiled as she plunge her mighty cock covered in juices up Twilight's butt. Twilight's open but no scream came out as a giant cock suddenly went up her butt, stretching it to the max.

"Now to really break you in," Molestia said as she stood in front of Twilight with her cock ready to bury itself into her pussy.

Molestia grabbed onto Twilight's shoulders and lurched her wickedly long throbbing cock into her tight pussy folds forcing her hardness all the way inside her tender love canal. Twilight screamed at the top of her lungs feeling Molestia force fuck her so hard she could feel every inch of her slamming through her sensitive cervix and pounding up into her uterus with every stroke. Nightmare Moon Pulled her down onto her monster shaft beginning to fuck up into her butt. Twilight frantically kicked and lurched wildly in between the two giant Alicorns that are breaking her in the hardest way. Molestia laughed and grabbed Twilight's face, pulling her to hers and kissing her vulgarly before breaking off the kiss. Twilight began moaning as her ass and pussy are getting pounded with two giant pistons that are only getting harder, faster, and deeper.

Filling her hands with Twilight’s sweaty boobs, Nightmare Moon nodded to her grinning sister and proceeded to really fuck Twilight’s tight ass passage vigorously. And Molestia also took up a powerful, upward fucking motion, feeling her sister’s cock rub against her own, only through the guts of Twilight. They're pressing Twilight’s guts against each other and thus could feel the other organ slide and grind deeper and ever deeper into Twilight. Twilight being shorter then either of the princesses hang between them her legs dangling off the floor held up by their two mighty cocks.

Gritting her teeth together, almost cracking them, Twilight winced, eyes screwed shut, and sharp, loud little squeals came out her nose as her absolutely stuffed belly sent the most wondrous, and maddening, organ distorting pleasure up to her stupefied brain. It wasn’t long until the two sex craze Alicorns could stop their own motion as Twilight took over, slamming her bubble butt and soaked pussy back against the two inhumanly dimensioned, utterly unbendable and very irresistible cocks. Her squeals echoed through the room as she begged, and eagerly worked for, the desperately needed cum from both dripping cocks.

"We're really breaking this one in," Nightmare Moon said to her sister.

"Yes my student was always so eager to please me," Molestia said.

"You know when you really broken a mare in. Is when they won't let go of your cock," Nightmare Moon smiled.

"Yes. Just like the old days with our own herd," Molestia smiled.

"We broken so many mares into becoming part of our herd," Nightmare Moon said. "The herd Sunset has is a nice start."

"We might have gotten a bit overboard with them," Molestia said.

"And we still need to change Sunset back into a pony. But with her being highly immune to magic even ours it be awhile before she can join us," Nightmare Moon said.

"Yes. It be so prefect. Us with one of her herd mates like Twilight here between us, while Sunset face fucks her," Molestia smiled. "Of course she could be here riding on Twilight's cock while we fuck her."

"And it looks like Twilight here is all but broken now," Nightmare Moon said looking down at the pony she's sharing with her sister. They just been standing still holding her up as she does all the work for them.

"Yes just as it should be. When we're finally done with her, Sunset will like her new mate," Molestia said.

"Just fuck me!" Twilight scream out overcome by pleasure. She could think or care about using the elements to stop the princesses. All she cares about is serving under them.

"TWILIGHT!" cried out the five ponies who came with her.

Hearing them calling out to her cause, Twilight to snap out of it as they burst into the room. Twilight focus her magic and teleported out between the princesses leaving them with blue balls. Twilight reappeared standing in front of her friends, facing the two dark princesses.

"You think you've won? The spirits of the elements are right here," Twilight said.

"Applejack who spoke to me, and she promised my safety when I had no reason to believe I would survive. For her honorable word, she bears the Element of Honesty."

"Fluttershy, when faced with a creature on the attack, saw its pain and she alone acted to ease its suffering. For her compassion, she bears the Element of Kindness."

"Where horrid imagery shocked and repulsed us, Pinkie laughed away her fears. For her optimism against all odds, she bears the Element of Laughter."

"When a serpent lost something precious to him, Rarity gifted him something valuable to herself. For her sacrifice, she bears the Element of Generosity."

"When offered the chance to join a prestigious group and rise to the top, Rainbow Dash chose to stand with those she cared about most. For her unwavering devotion to her friends, she bears the Element of Loyalty."

All five ponies now have glowing shards spinning around them.

"You haven't won, either! You don't have the Sixth Element!" Nightmare Moon said.

"It's a different kind of spark then what I read in the book. I knew what the Sixth Element was the moment my friends returned my hope to me. For the way I feel about the ones who have saved my life numerous times, and touched me with their actions that exemplified their virtues as my friends, I have become the bearer of the Sixth Element. The magic of friendship!" Twilight shouted out.

From the ceiling, an orb glowing a sharp white descended over the ponies the Final Element. The element transform into a crown and place itself on Twilight's head. The other elements transform into necklaces for the other five ponies. They all began glowing different colors causing both princesses to back away in fear. At the peak of the power built up they release the power of friendship on the two princesses who jump sideways letting the beam past between them, to the shock of the ponies. (4)

"MOM!" Sunset scream causing Molestia's heart to stop seeing the beam heading right at her daughter who is still on the throne where she left her.

Twilight and the others look on in shock seeing their attack flying right at Sunset and there isn't a thing they could do to stop their attack. Sunset scream as the beam was about to hit her. Only for her to be grab in a hug as both her mother and aunt teleported in front of her and shielded her body with theirs with their wings wrap around her from the attack.

Twilight and the others could only stare as their attack faded away revealing the forms of Molestia and Nightmare Moon still there. Both of them having taken the full blunt of the element attack shielding Sunset from it. Both sisters unwrap their wings from Sunset and turn to face the ponies who dared to attack them and almost hurt Sunset.

"Looks like the elements don't work for you 6," NIghtmare Moon said glaring at the six who are now backing away from the two angry Alicorns.

"And worst yet. Sunset was almost hurt because of you 6. You will be punish for this," Molestia said glaring at Twilight who staring at her in fear.

"Mom?" Sunset voice ask causing both sisters to turn their heads to look at her.

They froze as they saw copies of their non-transformed selves holding Sunset between them. For their part Celestia and Luna look as confused as their counterparts as they remember being them right up to the point where the elements beam hit them. Everyone just stood there blinking as there are now two sets of princesses in the room now.

"Mom what happen?" Sunset ask.

"I don't know," Celestia said.

"How could this happen?" Molestia ask.

"Maybe it was because of how both Molestia and Nightmare Moon were willing to protect Sunset that they weren't destroyed by the elements?" suggested Twilight.

"Do you still want to turn all of Equestria into a never ending orgy?" Luna ask Nightmare Moon.

"No... I no longer do. It's like the beam got rid of my never ending lust," Nightmare Moon said.

"Me neither. My lust is now more manageable and I'm not just wanting to have sex all the time," Molestia said.

"Mom?" Sunset ask looking between Celestia and Molestia.

"This is going to be a problem," Molestia said locking her eyes with Celestia.

"She's my daughter," Celestia said holding tightly to Sunset.

"She's my daughter too," Molestia said.

The two mothers glared at each other with a powerful aura around them.

"This isn't good," Twilight gulped.

Author's Note

1 - The ponies do seem to be completely hopeless with some exceptions without the princess around.

2 - The ponies just break out singing and music begins playing. Which thanks to Sunset living in the human world so long which song and dance numbers don't just break out. Sunset points out this fact to her herd after being the only one who wasn't effected by a sudden musical number which her herd realized that they never thought of it before. I'm just putting it being a magic thing.

And the EQ movies the songs are either just in Twilight's head or background and the battle of the bands don't count.

3 - A plant monster that can't move isn't that deadly if you can just walk pass it.

4 - The elements take awhile to built up the power to fire the friendship beam. So why doesn't the villain just jump out of the way?