Team Rose Gem in Equestria

by DarkMagicEn-Forcer1

Rating: mature
Tags: Sunset Shimmer, Anthro, Main 6, My Little Pony: Friendship is Magic, Alternate Universe, Other, Original Character, Comedy, Princess Celestia, Crossover, Sex
Length: 185668

Displace fic. Three Mobians, three Gems, a Pokemon, and dozen’s of robots are in Equestria full of xenophobic ponies.

(Displace fic)
Three Mobians, three Gems, a Pokemon, and dozen’s of robots are in Equestria. Rouge, one of the Mobians, must try to figure out what to do while protecting her sister who’s forgotten a thousand years of her life, her friends who also seem to be missing their memories, two girls she doesn’t know well, and xenophobic ponies… Only up side is that she’s still attractive.

Expect some bimbo transformation here and there.

This story is co-writed by Bronyparasite and DarkMagicEn-Forcer1.

Published 2016-02-03 19:30:03 UTC
Last updated 2022-07-28 15:06:55 UTC

Chapter 2

Chapter 2

“Well that was a bust.” Amy said as the group enter the throne room of the old castle.

“And we got Rainbow Dash to blame for ruining our first contact with Ponies.” Bunnie said as she sat down while thinking about how to teach that pegasus some manners.

“At least I managed to turn Twilight into a bimbo for a while for trying to harm my little sister.” Rouge said as she look at her bimbo gun with a smirk.

“So what do we do now? Since the Mane six will most likely have sent a letter to their Princess.” Amy said as the group start to think on their next move.

“Why Princess? Do these equines not have a king or queen?” Peridot asked, but before anyone in the group could answer, someone else replied.

“We haven’t had one of those for three thousand years, they’re considered relics when a government uses them.” A female voice stated.

“Who’s there?! Show yourself vimont.” Bunnie said as her robotic arm transform into a arm cannon as the others are ready to fight.

“Yeah or we will find and smash you!” Amy shouted looking at the door carefully.

A yellow mare with a red and orange mane trotted out, smirking. “Sunset Shimmer, at your service…”

“Why does her mane make me think of bacon?” Rouge asked as the rest of the group laugh at the question, except Peridot. “But the more important question is why are you here?” She asked the bacon haired mare.

“I saw your little run-in with the Elements of Harmony, and might I say, you did an amazing job stopping Twilight from using that fainting spell.” Sunset said, walking around the group a bit.

“Well that’s what she gets for trying to hit Peridot, and nobody harms my sister when I’m around.” Rouge said as she crossed her arms under her bust while keeping an eye on Sunset.

“Plus it was a bit funny seeing Twilight as a bimbo while trying to catch Applejack’s brother.” Amy said with a grin. “If only that would also have happen to Rainbow as well.” She added.

“We will get her next time.” Bunnie said to Amy as she turn to look at Sunset. “So you saw what we did in Ponyville. So what?” She asked Sunset.

“Pika.” Pikachu said as he let out a flew sparks.

“I just thought you…” Sunset froze in her tracks. “What do you say instead of ponies?”

“People.” Peridot clarified.

“Thank you. I just thought you people would like some help.” Sunset said, before sitting on her haunches.

“Help us with what sugar?” Bunnie asked not getting what Sunset meant.

“Pikachu.” Pikachu said agreeing with Bunnie’s question.

“Well, those ponies are a big deal in Equestria. Having them as enemies means you’re an enemy of the state.” Sunset stated, looking away to grin insanely in excitement. She turned back to the group as nonchalantly as she was able to. “I don’t think you’re in the wrong, I saw them attack you first. Ponies may act nice, but they’re intolerant.”

“Hmm you have a point there.” Amy said in agreement with what Sunset said.

“Sure. You can help us. After all finding my sister and my other two friends trapped in a bubble the Princess of the state had make an enemy out of me.” Rouge said as she get out the case from a bag they have got the con. “Plus we got these.” She added as open the case.

“Oh yeah. Those Chaos Emeralds have become real.” Bunnie said while looking the growing gems.

“Uh… What?” Sunset questioned, raising an eyebrow.

“These seven chaos emeralds have unlimited power. They can be use for good or evil. Plus who ever has all seven of them he or she will become unstoppable.” Amy said smiling at what she could do with them.

“Also they can power machines or since we are in Equestria make pony magic stronger.” Rouge said while looking between the seven gem and her Bimbo gun.

“You’ll need to test that theory, magic was never in Sonic.” Peridot said plainly.

“There is magic in the Sonic the Hedgehog comics.” Bunnie said to Peridot with a deadpan.

“There are comics?” Peridot asked, surprised.

“Anyway!” Sunset shouted to get everyone’s attention. “I’ll see if I can get my place cleaned up so you can actually get through the door. In the meantime, try… Try to not get killed.”

“No worries here. If those six mares or any guards find us here. Then they are going to meet my little friends.” Bunnie said as she wave her arm cannon while Pikachu jump onto her shoulder.

“And my little friend too.” Amy said holding up her big hammer.

“I’m not worried about them… I’m worried about the Timberwolves, Hydras, and other Everfree monsters.” Sunset said. “Just… Just stay in the castle, and I’ll be back shortly.”

“Ok. Take your time.” Rouge said as she went and sat on a throne that had a moon banner above it.

Sunset vanished in a puff of smoke.

“So what now?” Amy asked.

“I got some cards we could play in the meantime.” Bunnie said as got out a deck of cards from under her hat.

“Sure. Set them out.” Rouge said as the group start to play a game of poker.

“What are we doing? We just woke up in bodies not our own!” Peridot shouted.

“So? What can we do about it?” Amy asked as Bunnie just showed she got a royal flush which annoyed Rouge and Pikachu.

“These are our new bodies now sugar gem. We are going to have to get use to it.” Bunnie said still smirking at winning the poker game. “Plus we still need to wait for Lapis and Jasper to wake up.” She added.

“Yeah… Which leaves me to tell you all a… Problem…” Peridot said, pulling out the gems, which each had a long crack on either one.

“WHAT!?” Rouge shouted in shock as she saw the cracks on the two gems along with noticing a very small crack on Peridot’s gem. “That Sunbitch is going down for this!” She added as she kicked a nearby suit of armor out of rage.

“Don’t forget her sister Moonbitch.” Amy said while looking a bit piss herself.

“Uh… We’ll have to find a way to fix them…” Peridot mumbled.

“Why not use the Chaos Emeralds to heal them and you?” Bunnie asked eyeing the Chaos Emeralds.

“Yeah. If they can bring Sonic back life in Sonic 06 then they can heal some cracks.” Amy said while taking the emeralds out theirs case.

“Pika-Pikachu.” Pikachu said in agreement.

“Maybe, but wouldn’t that mean you lose them? Why don’t we ask Sunset, maybe she has a spell.” Peridot said.

“No we will only lose them after one or all of us turn super at the same time.” Rouge said as she hugged Peridot.

“I wonder what Sunset is up to right now?” Bunnie mumbled to herself as she reset the poker game.

“She said she was cleaning her place up…” Peridot said, rubbing her gem.

“Are you sure you should be rubbing your gem when it has a small crack?” Rouge asked Peridot in concern.

“Giah!” Peridot yelped in surprise. “How did you know!?”

“Jasper and Lapis have cracks in their gems. So it will stand to reason that your gem’s cracked too. Why did you think I kicked that suit of armour in a rage for?” Rouge asked Peridot as she gave Pikachu a ear scratch. “Besides, we can pretty much know who did the cracks to you and the others.” She added as she look at the sun banner with a glare.

“I’m still having memory troubles, but you’re probably right.” Peridot said, looking down. “I suppose I can deal without some meaningless memories.”

“Ok. So let’s have a look at the books we got Ponyville until Sunset gets back.” Rouge suggested as she grab a book.

“Who want to bet that Twilight had locked herself in her bedroom after embarrassment from being turned into a bimbo?” Amy asked.

“You are on.” Bunnie said as she and Amy shake hands.

Peridot sighed and curled up on the floor. “We’re doomed…”

(Meanwhile in Ponyville)

“Twilight dear! Open up!” Rarity shouted, pounding on the door frantically.

“Rare, she ain’t coming out.” Applejack stated as she sighed.

“Maybe we need to just give her some time to herself?” Fluttershy suggested shyly.

“No she needs our help to get through this.” Rainbow said as she pounded the door as well.

“Rainbow, she’s not going to come out.” Rarity said, placing her hoof on the cyan pegasus shoulder.

“But there must something we can do to help her.” Rainbow said feeling useless about not being able to help Twilight.

“Don’t worry Dashie. I am sure Twilight will get over this. When that happens I can throw a ‘got over from being turned into a bimbo for a short time’ party!” Pinkie said trying to cheer everyone up.

“Uh… You might not wanna say ‘bimbo’ in front of Twi for a long time, Pinkie.” Applejack said. “What we need to do though is find those varmints and make them pay!”

“Yeah! Specially that bat freak for turning my- our egghead into a bimbo.” Rainbow said punching her fists together.

“But where do we start finding them?” Fluttershy asked shyly.

“Where were they heading?” Rarity asked.

“I think into the Everfree… There’s only the castle of the two sisters in there, I suppose that’s a place to start.” Applejack suggested.

“Yeah let’s go after we get that reply from the Princess Rarity had Spike send a letter to.” Pinkie said jumping in place.

“No time for that. We need to get to that castle and pounded those freak’s faces in!” Rainbow said as she fly straight to the Everfree Forest.

“I’ll wait for the letter darlings, go make sure Rainbow doesn’t turn into a… You know.” Rarity said, not able to croak out the word bimbo.

“Okie dokey lokey.” Pinkie said as she, Applejack and Fluttershy chase after Rainbow while Rarity waits for the letter from Princess Celestia.

Meanwhile with Sunset.

Sunset had gotten back to her home about 20 minutes ago.

She was cleaning her home swiftly, pulling out spare beds, making as much space as possible. She also hid the dark magic related books, and… Questionable, books… And questionable artifacts…

She was finally done, and puffed out her chest proudly. A red and orange bird flew into the window and landed on her shoulder.

“Oh, hey Willow.” Sunset said to her pet. The Phoenix nuzzled her, and she giggled. “We’ll be having guests soon!”

The Phoenix flew off her shoulder and landed in a basket before falling asleep.

Sunset rolled her eyes. “Lazy bird…” She checked over everything one more time, then nodded, and teleported outside.

Her home was an old watch tower that was abandoned after Nightmare Moon. She enjoyed the place mostly because it’s historic values in that brave ponies of the past protected their land. In the end it was futile, but to her, failure was better than victory.

She created a teleportation steam with her magic, which was pretty much teleporting backwards. An advanced spell that retraces your teleport to where you were. It takes less magic than simply teleporting, but more focus and mental capacity, something that Celestia’s new apprentice didn’t understand.

Oh she so hated that Twilight. Not only did she get the Princesses favor with a miscast, a dangerous hazard to all Unicorns and something Sunset was reprimanded for, but got everything she wanted.

Where Sunset got a scolding for running in the halls, Twilight got a giggle and was encouraged. If Sunset didn’t do her magic exercises she got a glare, if Twilight didn’t do it she’d just get a reward for doing it.

And at first, Sunset thought it was because Celestia was learning from her mistakes. She hoped things would become better! She was hoping she could talk to Twilight, and they’d get along… But no. Nothing got better. Instead, it got worse.

Celestia would ignore Sunset to focus on Twilight. She wouldn’t let Sunset near Twilight. And when she heard Celestia… Talking so greatly of Twilight like she had never done about anypony else…

She heard nothing about her going missing after she told anypony where she was going.

And when she heard that Twilight had become the Element of Magic… She felt thoroughly insulted, hurt, and most of all… Understandment.

She finally arrived, and shook herself out of her inner ranting.

“Hello!?” Sunset yelled, her voice echoing through the hall.

“Pikachu?” Pikachu asked while looking outside of the door.

“Is that Sunset?” Amy asked from inside the room. “We are still in the throne room Sunset.” Amy yelled back.

“Okay!” Sunset replied, trotting into the throne room. “Sorry it took so long, my organised mess was more messy than I thought.”

“No worries sugar. We was just playing cards to pass the time.” Bunnie said while putting her deck of cards away.

“So we are about ready to go.” Rouge said while holding her case of chaos emeralds and her bimbo gun.

Sunset Shimmer smiled. “Then follow me.” She trotted her way towards the front of the castle.

“There they are!” Shouted Rainbow Dash as she fly at the group at breakneck speeds.

“Oh great. It’s the gay pride pony again.” Amy said sounding bored as she hit Rainbow, when she was close enough, away with her hammer.

“I told you I'm not gay!” Rainbow shouted in rage as she got back up. “You all are going to pay for what you did to Twilight!” She added as Applejack, Pinkie and Fluttershy finally arrived.

“Pikachu-Pika!” Pikachu growled as his cheeks sparked scarcely.

“Who in tarnation is that!?” Applejack pointed to Sunset.

“Our new friend Sunset.” Rouge said as she aimed her bimbo gun at the bearers.

“Beside Your bookworm friend had it coming for trying to harm Rouge little sister.” Bunnie said as she aimed her arm cannon at the bearers as well.

“No she didn’t you meanies.” Pinkie said with a glare.

Sunset backed up slightly. If they asked who she was, Celestia would come after her and the whole plan would be ruined. Plus she’d lose the element of surprise. “It isn’t illegal to use a bimbo gun!”

“Don’t know and I don’t care.” Rouge said while deciding on which element bearer to shot at.

“Beside if these ponies want a fight. They got one.” Amy said reading her hammer. “Specially gay pride here.” She added which cause smoke to come out Rainbow’s ears in angry.

Sunset mentally panicked.

“Rouge, it isn’t worth it.” Peridot said. “Let’s get out of here…”

“I TOLD YOU I AM NOT GAY!!!!” Rainbow roared as she charge at the group in blind rage while Rouge just grinned as she got out a chaos emerald.

“Perfect test subject.” Rouge said to herself as she stick the emerald in the back of the bimbo gun and fired it at the incoming pegasus.

“Rainbow!” The ponies beside Sunset cried out.

When the beam hit Rainbow she stopped in midair as she tried to fight the transformation.

“What’s happening to-to me?!” Rainbow cried out as her clothes turn pink and latex shiny. While her ass and breasts start to expand up some sizes.

“Same thing that happened to Twi!” Applejack yelled.

“Oh... Oh my.” Fluttershy said as her wings stand out straight as she blushed.

As soon as Rainbow heard Applejack said Twi she felt a rushing heat coming from her loins as her clothes are now showing top parts of her expanding ass and breasts while her hair got longer and lighter coloured.

“Wh- Wha- Like why is it becoming so hard to think?” Rainbow asked herself as pink lipstick and purple eyeshadow appeared on her face while her ass and breasts stop at H cup size.

“That what you get for charging at us.” Bunnie said as she blush at the sight.

Sunset was blushing profusely. She backed up slowly, “Do you do this… With every mare...?”

“Only if they tried to harm my love ones and friends.” Rouge said as she hear Rainbow start to giggle and moan in pleasure.

“Like I feel so totally hot right now.” The bimbo Rainbow said as she push her breasts together.

“Shy, get Dash out of here!” Applejack ordered. “And make sure she doesn’t try anything!”

“O-O-Ok.” Fluttershy said her face is as red as Big Mac as quickly walk over to Rainbow. “Co-Co-Come Rainbow le-let get you ou-out of here.” She said to Rainbow. But then Rainbow pull Fluttershy into a hug which resulted her face being buried in Rainbow huge breasts.

“Like sure Flutters. There a bookworm mare I would totally want to talk to away.” Rainbow giggled as she let go of a stunned Fluttershy as she flew off back to Ponyville.

“Told you she was gay.” Amy said smiling.

“This escalated quickly…” Sunset said, scratching her head awkwardly.

“Hey Fluttershy. Are you okay?” Pinkie asked just as Fluttershy had a nosebleed before fainting.

“Figures she would faint from that first.” Rouge said as she put the emerald away. “Now should we run?” She asked the group.

“I think we can walk…” Peridot said. “There’s no way for them to follow us without turning into bimbos.”

“Let’s go then!” Sunset declared, wanting desperately to leave.

“Pika.” Pikachu said in agreement.

“Then lead the way sugar.” Bunnie said to Sunset.

“Aren’t we going to stop them Applejack?” Pinkie asked while holding Fluttershy.

“What can we do? They got Rainbow Dash turned into a bimbo, and she’s the fasted of us! We’re just Earth Ponies.” Applejack said. “Get Fluttershy and lets go.”

“Uh Ok.” Pinkie said as she carry Fluttershy back to Ponyville.

“Smell you lot later.” Amy said as she wave at the remaining bearers.

Applejack glared at them. “Once everypony's okay, we’re coming for you…”

“Yeah right after you clean the wet patch of your panties and jeans.” Rouge said pointing at the wet patch as she laughed.

The farmer ran off, and Sunset was having a hard time coping.

“O… Kay… L-let’s go…” She said, heading the opposite way she and the girls came from.

“Lead the way.” Bunnie said as the group follow Sunset.

They felt the castle out the back way and made their way to Sunset’s home. Once they arrived, Sunset gestured to the place, which was guarded by three Timberwolves with red eyes instead of green. “Welcome to my home!”

“You live in a watch tower?” Amy asked confused. “It reminds me of the one Power Rangers Time Force.” She added as the group enter the tower.

“The… What?” Sunset asked.

“Power Rangers. It a TV show I use to watch where we come from.” Amy said.

“It doesn’t matter right now. But now we need to go inside and think on what are we going to do in the meantime.” Rouge said.

“Yeah no doubt they will try to send royal guards after us.” Bunnie said.

“Or the bearers would come after us themselves or with guards.” Amy said.

Sunset brought them inside. “Don’t worry, no one knows this exists. It’s not on any maps.”

“And where is this watch tower we are in at?” Rouge asked looking around.

“Ten miles away from the castle.” Sunset stated.

“No wonder my feet are killing me…” Peridot grumbled to herself, collapsing on a bunk beds bottom bunk.

“Yeah mine too.” Amy said as she jump on the top bunk.

“Anyway. We need to think of a way to fix our two gem friends along with trying to stop mane six from using their elements other then the bimbo gun.” Bunnie said.

“Uh… If they’re gems, I might know some magic to fix them.” Sunset suggested.

“Really?” Rouge asked with hope in her eyes.

“Yes, I used to be the strongest Unicorn in canterlot. I’ll have to brush up on the spell though.” Sunset stated.

“Rouge! There’s only six beds! What’re we going to do when the girls are healed!” Peridot shouted.

“Well I am sure a bed shop or any of those six mare would willing give some more beds.” Rouge said with a grin.

“No, not with those ponies after us. Two of us are going to have to share.” Sunset said.

“Well I could share a bed with you.” Rouge said to Sunset with a wink which cause her breasts to bounce.

“Uh… What?” Sunset’s eye twitched. “Why…”

“Well. You are cute.” Rouge said simply as she head to a bed while moving her ass at Sunset.

“N-no I’m not. L-let’s get some rest, I’ve been walking all day.” She walked over to her bed and took her shoes off, before getting under the covers. “You can use another bed until your friends are restored.”

“Of course Sunny.” Rouge said as she lay down in her own bed.

Meanwhile with Twilight.

Twilight laid on her stomach on her bed. Her eyes were red and puffy, and her expression was sour. She was only wearing white panties and a t-shirt.

“Come on Twilight. It can’t be that bad.” Spike said trying to cheer Twilight up.

“It was humiliating, Spike…” Twilight croaked. “I haven’t felt like this since I tried to expose Queen Chrysalis...”

“But it all worked out in the end. And so will with whatever that bat thing did to you.” Spike said.

“Spike… Please, I need to be alone. Go out and have fun, I’ll be fine…” Twilight told the drake.

“Ok. If you say so.” Spike said not sure if Twilight will be fine or not as he left the room.

10 Minutes later there a knock on the door.

“We’re closed!” Twilight shouted.

“Like it’s me Egghead.” Said Rainbow’s voice with a giggle.

Twilight groaned and got up. She went down the stairs and went to the door. When she opened the door, she kept her lower half hidden by the door. “I don’t feel like talking Dash.”

“Like why not? Talking about your feeling and stuff to those who cares about you would like totally help you feel better.” Rainbow said smiling as her huge breasts bounce up and down.

Twilight had just realised what Rainbow looked like and blushed. “Uh… Rainbow… W-were you hit with that bat girls weapon…?”

“Like totally I did my cute little bookworm.” Rainbow said as she giggled. “So like want to talk about it?” She asked with a wink.

“N-no, you’re not even in your right mind.” Twilight said, pulling Rainbow inside before slamming the door. “Were you seen by anyone?”

“Like just some couple of hot colts and mares who had tents or wet patches right between their when I totally fly by them to see the hottest mare in Ponyville.” Rainbow said winking at Twilight with bedroom eyes.

“W-wait, what?” Twilight asked, backing up slightly.

“Like when I first met you I totally had a crush on you. But like totally not hot pride of not being gay was totally cockblocking my true feeling for you and stuff.” Rainbow said moving closer.

Twilight backed up against a wall. “D-Dash, you’re n-not yourself!”

“Like so what? I finally got chance to show my totally true feeling for you without my pride totally being in the way.” Rainbow said while moving her arms to make her breasts push together.

Twilight was beat red and shaking. “R-Rainbow, d-d-don’t…”

“Like don’t what?” Rainbow said confused.

“S-stop, you’re… J-just…” Twilight’s breath caught in her throat.

“Just what? Like was I too forward? Too hot?” Rainbow asked just standing there confused to why Twilight was acting this way.

“Wh-what are you d-doing?” Twilight asked.

“Like trying to help cheer you up. But you look totally scare of me and I don’t know why.” Rainbow said looking concerned as if she done something wrong and don’t know what it is.

“I-it’s not that Dash, I just…” Twilight hit her head. “I’m sorry, I… I don’t know. Fine, we can talk.”

“Ok doke.” Rainbow said smiling again. “Ok so like why were you so upset early?” She asked Twilight.

“I… It was embarrassing… I don’t like being… Well, thought of like that, you know? I just…” Twilight sighed. “And acting like that in front of you all…”

“Like it’s okay to totally cut loose once in awhile and stuff.” Rainbow said doing her best to help cheer Twilight up.

Twilight sat down on the floor. “I just… In my experience, when something like that happens, those who saw it made fun of it.”

“Then like those jerks can totally go buck themselves. You should like don’t listen to them if they aren’t nice.” Rainbow said sitting next to Twilight.

“Thanks Rainbow, but… I guess I thought you guys would make fun of me…” Twilight shrugged. “I’m getting uncomfortable sitting her.”

“Like would you like me to get a chair for you or like would like a hug?” Rainbow asked.

“Help me up? I shouldn’t have sat down on the floor.” Twilight blushed in embarrassment.

“Ok.” Rainbow said as she help Twilight up and she got a flew of Rainbow’s breasts. Twilight blushed and pushed herself off quickly.

“S-sorry…” Twilight said, rushing towards the stairs that lead up to her room. Unbeknownst to her though, her underwear rode up her butt, showing off her cheeks.

“Like no problem Twi.” Rainbow said as she notice Twilight’s underwear. “You might want to like check your underwear.” She added.

Twilight felt it, and blushed, before pulling them down enough to hide her flank. “Th-thanks… Glad to know you aren’t sex craved like I was…”

“Like I am sex craved but I am totally holding myself back for you sake.” Rainbow said with bedroom eyes.

“Th-thank you…” Twilight said. “Does it hurt? H-holding back?”

“Nah. It just like totally hot between my legs.” Rainbow said smiling.

“O-okay…” Twilight said, sitting on her bed. “There aren’t aren’t chairs besides the one in the kitchen.”

“Like that totally fine.” Rainbow said as she sat next to Twilight. Just then there was knock at the door.

“C-could you go get that?” Twilight asked.

“Like it could the girls totally just got back from Everfree Forest and stuff.” Rainbow suggested. “Would like me to get the door?” She asked.

“That’s what I just said.” Twilight replied. “Would you?”

“Like oops. Ok.” Rainbow as she went and answer the door and Applejack and Pinkie are outside.

“Rainbow!? Why’re you here!? Where’s Twilight!?” Applejack yelled.

“Like, she is here and I Totally cheered her up.” Rainbow said smiling.

“You did?” Pinkie asked grinning.

“Like see for yourselves.” Rainbow said with a giggle.

The group went upstairs to see Twilight sitting on the bed, wiping her eyes with a kleenex.

“Sorry about earlier girls…” Twilight apologiesed.

“It’s ok Twilight. We are just happy that you are feeling better.” Pinkie said as gave Twilight a tight bear hug.

Twilight wheezed. “P-Pinkie… Air…”

“Ooops. Sorry Twilight.” Pinkie as she let go of Twilight with a blush. “We don’t want you passed out like Fluttershy did.” She added.

“Fluttershy?” Twilight asked.

“She fainted from a nosebleed after Rainbow hug her with Fluttershy being in Rainbow’s breasts.” Pinkie said giggling to herself.

“Hehe. Like who knew Flutters was a boobmare.” Rainbow said giggling.

“Dash…” Applejack said unamused. “Don’ be a bitch.”

“What? Like it’s true if she fainted from face to boobs.” Rainbow said giggling even more. “And I am like a totally sexy bitch anyway.” She added with a sexy pose.

“Dash, stop.” Applejack said, glaring.

“It’s not her fault. I’ll take care of her, you guys go and regroup for tomorrow.” Twilight said. “AJ, tell Rarity what happened and see if you can get Spike to sleep over at her place. Pinkie, take care of Fluttershy.”

“Ok Twilight. Let’s us know when Rainbow is back to normal.” Pinkie as she headed to Fluttershy’s place.

“Roger, we’ll meet back here tomorrow, right?” Applejack asked.

“Yeah.” Twilight replied.

The farmer tipped her hat before leaving the library. Twilight sighed, rubbing her head.

“Like what should we do now? Now we are totally alone.” Rainbow asked with bedroom eyes.

Twilight stared at Rainbow for a bit, then blushed. “Y-you need help…?”

“Well my loins is getting like totally hotter.” Rainbow said as she pants a bit with a blush. “Does that help?” She asked as a wet patch appeared on her pink shorts.

Twilight sighed, knowing she was going to regret this. “Come here…”

“Like ok.” Rainbow said as she got closer to Twilight as her wet patch start to smell of her lust. “Like what would you want me to totally do?” She asked.

“I’m helping you. Not the other way around. Sit on my lap.” Twilight said.

“Like ok.” Rainbow said as she did as she is told with a Pinkie size smile.

Twilight blushed. “Uh… I’ve never done this before…”

“Done what before?” Rainbow asked confused.

“Anything… Sexual…” Twilight blushed harder. “I don’t know how to… Help you…”

“You could, like, finger me if you want.” Rainbow suggested as she remove her shorts and panties. Twilight’s face was burning, and she quickly pulled the panties back up.

“I-I can do it without… Looking…” Twilight said, sliding her right hand into the undergarments.

“Ooooh! That like feels good.” Rainbow said as she moan a bit. Twilight slid two fingers into Dash’s slit. “Oooh. Daring aren’t you?” She asked in a moan and a wink.

Twilight felt uncomfortable as she pushed into Rainbow and pulled out in a steady motion.

“Like for a beginner you totally good.” Rainbow said as she put an arm around Twilight.

“Tell me what to do.” Twilight said, continuing to finger Dash, but sped up.

“Oooh yeess! You could like play with my breasts with your other hand.” Rainbow said moaning louder. Twilight did as she was told, playing with the still clothed breasts of her friend. “Oooooh yeeeess. I am so like wetter.” Rainbow said as Twilight’s fingers are now covered in Rainbow’s love juices.

Twilight was burning like the sun. “H-how long d-do I do this…?”

“Like not long. I am totally getting close.” Rainbow moaning louder in pleasure. “How are you like feeling right now?” She asked.

Aroused, Twilight wanted to say, but she didn’t. She was also wet from this experience. “Wh-why are you asking?”

“I just like want to know you are feeling totally ok with helping me with my heat.” Rainbow said still moaning.

“Well… I know h-how it feels and didn’t want you suffering…” Twilight said, speeding up even more.

“Aww thanks Twi. Like you totally the bests.” Rainbow moan as she kiss Twilight on the cheek. “Have I ever told you’re, like, totally cute when you blush?” She asked.

“N-n-n-no…” Twilight squeaked.

“Well you’re totally cute.” Rainbow said as she lick Twilight’s neck while moaning while her free hand grab one of Twilight’s breasts.

Twilight eeped, but let Dash touch her. Her fingering becoming more sloppy, as did her breathing.

“I am like almost there Twi.” Rainbow said as she play with the breast she is holding. “Hehe like you are totally wet.” She added as she kiss Twilight’s other breast.

“Wh-what are you d-doing?” Twilight asked, her nose almost bleeding.

“Like I can smell you are totally aroused. So I am like helping you out like you are helping me.” Rainbow purred as she lick Twilight some more. “You like?” She asked.

“Y-yeah…” Twilight replied, almost ashamed.

“Like it’s nothing to be ashamed of. You totally needed it as much as I needed it.” Rainbow said as she playing with Twilight’s breast and slip her hand in Twilight’s panties and start finger her as well.

Twilight moaned, her fingering going as fast as she could go.

“Oh yes Oh yes Oooooooooh!!!” Rainbow moaned as orgrasm on Twilight’s hand while she finger Twilight faster.

Peridot got out of bed and poked the others awake besides Sunset, who was lightly snoring.

“We need to talk.” She whispered.

“What is it.” Rouge whispered back.

“Yeah. Why are we whispering?” Bunnie asked in a whisper.

“So our host doesn’t wake up.” Peridot said. “I want to discuss something.”

“Like what?” Amy asked confused on why Peridot doesn’t want Sunset to hear them talking.

“Why Sunset’s helping us.” Peridot said. “It’s illogical she’d act differently about us than the others.”

“Maybe she want us to help her get her revenge on Twilight and Celestia?” Rouge suggested.

“Uh… Who are those?” Peridot asked.

“Twilight is that purple pony Rouge had turn into a bimbo back in Ponyville.” Bunnie said.

“While Celestia is the main/co ruler of Equestria who rise and lows the sun.” Amy added.

“And… How would you know that?” Peridot asked.

“I watch the TV show this world is base on.” Rouge said with a shrug.

“And she’s using us?” Peridot raised an eyebrow.

“Well those six mares and the Princess are our emeries anyway. So we need as much help we could get.” Bunnie said with a shrug.

“Maybe we could find Trixie and ask her to help us.” Amy suggested.

“And what about beacon hair?” Peridot asked.

“She hates Celestia as much as we do. So if she wants revenge then so do we.” Rouge said. “Plus she is cute.” She added.

“I take it you swing both ways?” Amy asked Rouge.

“Yes I do.” Rouge said.

“Great…” Peridot sighed. “Being used so you can court a Unicorn…”

“Hey don’t worry. If she backstab us I will hit with a bimbo gun that has been supercharged by all seven chaos emeralds.” Rouge said.

“Which means she’ll be your bimbo…” Peridot said.

“Yep my bimbo who will do anything so she can have sex with me.” Rouge said grinning evilly.

“How are we related?” Peridot asked.

“We have the same birth mother remember.” Rouge giggle a little.

To be continue.

Time Forgotten

(Flashbacks)

(2 years ago)

“Do I have to wear this?” Becky asked her mother who showing her a prom dress that everything up.

“Yes Becky. You need to look smart for you and your sister most important night of your lives.” Becky and Jenny’s mother said not moving on this choice.

“I doubt this is our most important night. I don’t even want to go.” Jenny said, crossing her arms.

“It will be where you find the perfect boy to fall in love with. That how I met your father.” Mother said thinking back to her prom night.

“Majority of prom dates do not turn out like that. And love is irrelevant anyway.” Jenny said, crossing her arms.

“And beside this dress makes me look like an old dork.” Becky said grumbling as the mother push dress on to her hands.

“You will this dress and not one of your slut dresses and that’s final!” Mother shouted at Becky. “I will not have one of my daughter's going to prom night dressed as a slutty bimbo.” She added glaring at Becky.

“Fine….” Becky said taking the dress to her room. “Only because you are jealous of my breasts being bigger than your.” She said under her breath so her mother can’t hear her.

“What’s a slut?” Jenny asked.

“It’s nothing you should worry about as long as you wear clothes I want you to wear.” The mother to Jenny smiling.

“Okay mom.” Jenny replied plainly. “But I still don’t see why love is so important.”

“You will when you find it.” Mother said as Becky came out wearing the dress.

“You look adequate sister.” Jenny said.

“I look like a lame dork.” Becky gumble as she walk to the front door.

“No you look a smart young woman that you should alway look.” Mother said smiling as she wave both Becky and Jenny off.

“You think dorks are lame?” Jenny asked Becky with a raised eyebrow.

“You are smart but you are no dork to me sis.” Becky said as she got in the car.

Jenny hopped into it as well. “Do you even know what that word means?”

“No. I always think it’s someone dress smart.” Becky said as she drives.

“A dork is a dull, slow-witted, or socially inept person.” Jenny said. “I’m the later.”

“You are still not a dork to me and don’t let anyone tell you otherwise.” Becky said as drive close to the school’s car park.

“It also means you look the opposite of a dork… Maybe a nerd.” Jenny teased.

“I maybe smart but I am not a nerd. It’s mom that trying to make me look like one because she think the clothes I like to wear are for dumb bimbos.” Becky said grumble as she parks the car.

“What’s ‘bimbo’ about what you normally wear?” Jenny asked.

“Clothes I wear normally wear show a little more skin around my breasts area. As for bimbos they are really dumb girls that look really hot and sex craved.” Becky said as she got out of the car.

Jenny did the same. “So… What you’re saying is that a bimbo is an idiot who like sexual intercorse.” Jenny said, scratching her head. “Humanity is strange…”

“Yes and they like to hang out in shopping malls as well.” Becky said as she open the door to the school’s hall where the prom is taking place.

“Huh… Then what are you?” Jenny asked. “Is there a label for you?”

“Don’t know I am smart but I look hot. So I am going with a don’t judge a book by cover look.” Becky said.

“And me?” Jenny questioned.

“You are smart and look cute.” Becky said playing with Jenny’s hair a little.

“Thank you.” Jenny said, smiling softly. “Now let’s go in there and look like ‘dorks’ together.”

“Yeah let’s.” Becky said giving Jenny a hug before entering the prom.

(timeskip)

(1 year ago)

Jenny groaned as she limped towards the middle of the street, bleeding profusely. She sat down cross-legged, staring at a car wreck in a ditch. Her head pounded, and she could feel blood oozing from a gash. She was sure she’d lost some hair too.

It was midnight, her and her friends were drunk… She didn’t remember though. One of the girls crawled out of the crash and seemed to be calling someone. That’s when Jenny passed out.

“JENNY! Please wake up!” Becky said crying next to Jenny hospital bed.

“Becky calm down. The doctors said she going to be fine.” Mother said trying to calm Becky down but not too well.

“But why did this has to happen to her?! It’s not fair!” Becky said crying even more. Becky felt a hand on hers, squeezing. “Wha-?” Becky said as she was it was Jenny’s hand that was squeezing hers. “Je-Jenny?” She said.

Jenny’s eyes fluttered open, with confusion dancing across her pupils. “Whose… J-Jenny?”

“Th-that is your name sis. Don’t you remember?” Becky asked. She felt happy that her sister is awake but she also felt worried for Jenny’s mental hearth. “D-Do you remember me?” She asked.

“Should I? What’s a ‘sis’?” Jenny asked again.

“It’s short for sister. And yes it’s me Becky we know each other for years.” Becky said looking very worried.

“Okay… Where am I?”

“You are in a hospital Jenny. You were in a horrible car crash last night.” Becky said holding herself back from hugging Jenny unless she want to make the wounds worse.

“Uh… Okay…” Jenny said, nodding lazily. “Um… Wh-what now?”

“Right now you to rest so you can heal.” Becky said.

“O-okay…” Jenny said tiredly, before falling asleep.

“Hopefully with rest she’ll remember more.” Mother said as she escorted Becky out.

“I hope so.” Becky said feeling depressed as she and her mother left the room.

(time skip)

(6 months ago)

Jenny sat in her room, going over several pieces of paper. They explained simple things in everyday life, things about society, and the one she was most into… Relationships.

She’d gotten used to this. Doctors would send these over to try and ease her into her life, help her understand. A month prior she had finally figured out the significance of a sister and mother, so she believed her sister Becky was quite happy about that.

The first month since the accident, she just went under mental and physical health things. The next two months were about teaching her basic things she had forgotten. The next three months were about remembering who she was. In the fourth month, she was finally let out of the hospital and allowed home.

Now she was learning about where she was, how the world worked, what was right and what was wrong. In her spare time, she’d watch movies and TV shows. She found a liking in cartoons for some reason and was drawn to a show called Steven Universe.

When she wasn’t learning or watching movies, she was with Becky. She didn’t understand the feelings she had for her sister. They made her happy when Becky was happy, and sad when Becky seemed negative.

“Knock Knock.” Came a voice from Jenny’s close door.

“Come in.” Jenny replied, before realizing she was almost nude, except for her underwear. But Jenny took little notice.

“Hey sis. How are you feeling today?” Becky asked as she came in the room not bothered about Jenny being almost naked.

“Optimal.” Jenny also gained the habit of using odd words. Jenny turned towards the door. “And yourself?”

“I am doing good. And speaking of good I got some good news.” Becky said grinning at Jenny.

“Yes?” Jenny asked emotionlessly.

“I got four tickets to comic-con in six months time.” Becky said smiling as she show Jenny the tickets.

“Okay… And?” Jenny questioned.

“It mean we get to go dress as our favourite characters and have fun.” Becky said excited.

“Oh… Okay. I assume our friends are coming?” Jenny guessed. “Have you asked mother?”

“She said yes but she also said go as character that isn’t revealing.” Becky said waving off.”I’m planning on going as Rouge the Bat from Sonic the Hedgehog.” She added grinning.

“How’s that not revealing?” Jenny asked. “And who am I going as?”

“Well some people do say I look like a human version of Rouge with my snow white hair and my big breasts. As for who you go as well you could go as one of the characters from that cartoon show you like so much.” Becky suggested.

“Maybe Peridot…” Jenny suggested.

“Perfect. She is smart just like you.” Becky said happily. “Now I need to get your measurements so we can order our costumes online.” She added as she got out some tape.

Jenny stood up. “How convenient I’m almost naked, my clothes would get in the way.”

“It is. Isn’t it? Now hold still.” Becky said as she takes Jenny’s measurements and wrote them down in a note pad. “Now once I order our costumes it will take five months to arrive.” She added as she left the room.

“That’s okay.” Jenny said. “Is there anything else you need, sister?”

“No that will be all.” Becky said as she left.

Jenny sat back down, sighing. “Why does it hurt everytime I’m around sister…?”

(time skip)

(1 month ago)

“Jenny our costume are here.” Becky called out as she brings a box to her room.

Jenny was only wearing her underwear and bra as she walked in. “Do they look good?”

“They both look awesome.” Becky said as she laid both costumes on the bed. “Also I got word from our friends that they going as the other two Homeworld Gems.” She added.

“Understood… What now?” Jenny asked. “There anything you wanna do?”

“Well what do you want to do?” Becky asked.

“Uh… I wanna be with you mostly…” Jenny said simply.

“Want to order pizza and watch a movie on TV?” Becky suggested.

“Affirmative.” Jenny replied, before hugging Becky.

“Have I ever told you you're the best sister I could have?” Becky asked as she hug back.

“No, I don’t think so.” Jenny replied. “Why’s that?”

“Because you are the best sister I could ever have.” Becky said smiling.

“But why?” Jenny asked again.

“Because you are smart and cute. I don’t know what I will do if I lose you like I almost did a year ago.” Becky said smiling while a small tear appeared on her face.

“It won’t happen. I studied report, so I know what to look out for. No drinking ‘alcohol’.” Jenny said.

“I know it’s also the reason I never touch the stuff since.” Becky said with a giggle.

“Well, go order the pizza.” Jenny said. “Where are we watching?”

“Sure thing. Space Jams?” Becky said before she left.

“Uh… Sure.” Jenny shrugged. “What’s that?”

“A well known basketball player help the Looney Tunes win a basketball game.” Becky said as she left the room.

“I asked where we were going to watch it…” Jenny said, following her sister.

“In the livingroom.” Becky called out.

Jenny ran into her bedroom and put a pair of socks on. The living room had an odd texture to its floor she didn’t like. Once the pink socks were on, she jogged out. She also realized she was wearing black undergarments… ‘Strange thing to notice’, she noted. Jenny got to the livingroom and sat on the couch.

Becky then came in the room while wearing a red shirt that exposes her belly and the top part of her D-cup breasts. She was also wearing blue jean shorts and pink knee high socks as she put the DVD in the TV. “Pizza is on its way.” Becky said as she start the movie.

Jenny patted the spot next to her as she pulled a blanket from the side of the couch. “Here sister.”

“Thanks.” Becky said has she sat next to Jenny. Jenny placed the blanket over herself and her sister, and leaned onto Becky’s side contently while her arms wrapped around her sister's back and stomach in a hug. Becky hugged back as they watch the movie.

(end of flashback)

Chapter 3

There was a quiet snore as Rainbow started to wake up. She smelled something musky in front of her.

“Wh-What happen…? And whose pussy is right in front of my face..?” Rainbow asked herself as sat up to find that pussy belong to a sleeping Twilight. She should be yelping in surprise while blushing in embarrassment by now. But for reasons she wasn’t and she didn’t know why let alone remember how she got here in the first place. “Uh...Twilight?” She asked tapping on Twilight’s right leg.

Twilight moaned in her sleep and grabbed Rainbow’s ass. “D-das…”

“Ho-How did I get here?” Rainbow asked as she was taken by surprise by the ass grab. “And why are we both naked and why is my breasts bigger?” She asked confused as hell.

“Dash~...” Twilight mumbled in her sleep.

“Wake up Egghead Princess Celestia is here.” Rainbow said with a cheeky grin. Twilight woke with a jolt, sitting up and… Shoving her nose in Rainbow’s pussy.

“Eep.” Rainbow said before giggling at Twilight response to her joke.

“Wha!” Twilight yelped, pulling back. “D-Dash!”

“Now you are awake. Care to explain how I got here naked and with bigger breasts.” Rainbow said pointing to her huge breasts.

“Uh… Y-you were hit with the… Bimbo gun I think…” Twilight said, blushing. “You came here and… Uh… I wanted to help you so…”

“What? That bat girl got me with that gun?” Rainbow asked surprised. “I don’t know if I should be mad at her or be thankfully.” She said as she rub the back of her head.

“Th-thankful...?” Twilight croaked out, squeezing her legs together in hopes of hiding herself.

“The thankful part is for admitting something that I kept a secret from everypony. But I don’t know what I admitted to.” Rainbow said still confused.

“Y-you said you l-liked me…” Twilight stuttered.

“I course I do we are friends after all. Why do you asked?” Rainbow asked wondering why Twilight was stuttering.

“N-nevermind… Would you please get off of me so I can g-get dressed?” Twilight asked, looking away. Her heart sank for some reason.

“Ok but why are we both naked?” Rainbow asked as she stood up.

Twilight got up and grabbed a pair of underwear and started putting them on. “You were under that guns influence, so I decided to help… We had…” Twilight gulped. “We had sex…”

“Well that explains why your pussy smelled good.” Rainbow remarked as she stepped out the room. “Nice ass by the way.” She added as she left.

Twilight’s face went even hotter. She took the panties off after realizing she didn’t smell good. She went into the bathroom and got a shower ready.

“What is wrong with me…?” Twilight choked up. “She needed help… That’s all… She’s your friend Twilight…” When the shower was ready, Twilight got in. Her thoughts were consumed by Rainbow for the entire shower.

10 minutes after Twilight got out of the shower there was a knock at the door.

She quickly wrapped a towel around herself and went t the door before opening it. “Yes?”

Applejack was blushing. “Uh… Yeah, Rainbow’s flyin’ round town naked…”

“Shit… I’ll get my clothes on and talk to her.” Twilight said, closing the door and rushing to change. Once she was fully dressed, she ran out and teleported to Rainbow’s napping spot.

“Hey Twi. What’s up?” Rainbow asked as she yawned while not realising she is doing a sexy pose which made ponies that was walking by blush.

“Rainbow! What are you doing!?” Twilight fumed.

“Napping on a cloud.” Rainbow said not knowing why Twilight is fluming while doing another sexy pose. “Is there something wrong Hot Twi?” She asked not realise she said hot.

“H-hot...?” Twilight’s face went red.

“Uh..Why is your face red Hot Stuff?” Rainbow asked confused and have notice she called Twilight Hot Stuff.

“You keep calling me hot stuff!” Twilight flared.

“I did?” Rainbow asked confused as she does another sexy pose.

“Y-yes!” Twilight snarled. “Stop that! You’re showing off to everypony!”

“Doing what?” Rainbow asked confused while a really sexy pose that on lookers to have a tent or wet patch in their pants from the sight alone. “I really don’t know what you are taking about Sexy Twi.” She added.

“Sexy- That’s it, you’re coming with me!” Twilight shouted, grabbed Rainbow’s arm, and teleported to her house.

“What the hay is going on?!” Rainbow asked confused as hell while looking at Twilight and winked without her notice.

“You’re still being affected by the bimbo gun.” Twilight said, forcing Dash onto a chair, then doing a scan on Dash.

“Are you not going to tie me with kinky rope?” Rainbow asked while complete missed Twilight saying she was still affected. All the while her ass and breasts was getting bigger again and hair was getting longer and lighter.

“Crap…” Twilight started sifting through items in her lab, her back turned to Rainbow.

“Hehe. Hey Sexy Twi. Your ass is like so hot.” Rainbow said as she moaned at the sight of Twilight just as she became a complete bimbo again. “It looks totally hotter without like any clothes.” She added licking her lips.

Twilight groaned. “I’m going to have to have sex with you again… Aren’t I?”

“Why like yes. You were totally good at it when we like made love last night.” Rainbow said remembering last night. “I totally love it when you like call me Dashie while you moaned.” She added.

“Fine…” Twilight said. “How much do you need?”

“Like need of what?” Rainbow asked as she hug Twilight. “What please call me Dashie.” She added as she played with Twilight’s breasts.

“I mean how much sex do you need until you’re satisfied?” Twilight asked, sliding her hand to Rainbow’s pussy. “Dashie?”

“Like enough to make me cum a couple times.” Dashie said as she moaned.

“Fine.” Twilight said, fingering Rainbow hard, while biting Rainbow’s neck.

“Ooooh yes Twi.” Dashie moaned in pleasure while she still playing with Twilight’s breasts. “Like hey. I got a totally idea.” She said through pleasure.

“What?” Twilight asked, using her free hand to take off her shirt.

“We could, like, find that batgirl and have her totally use her gun on you and the girls to have a like big orgy or something.” Dashie said moaned as she kissed Twilight’s neck.

“No.” Twilight said. “None of the others would, and I don’t like the feeling of being a bimbo.” She started to search Dashie’s pussy for her G-spot.

“Oooooh Yes! But like why not? It would be like totally awesome and we could that mare batgirl and the others was hanging out with.” Dashie moaned louder.

“You remember last night, right?” Twilight asked, pounding Dashie’s G-spot. “The state I was is. That sadness… I don’t wanna go through that again. And I don’t think the girls will like it. AJ’s too morally high, Rarity’s too lady-like, Fluttershy is… Well, shy. And I’m not even sure Pinkie knows what sex is. Besides, I’m only doing this because you’re not yourself when you’re like this.”

“Awww That’s like too bad. That beacon haired mare would have had fun with us and stuff. The last thing I like remember was having sex with you last night before I woke up herrreeee!” Dashie said that last word as she cumed on Twilight’s hand.

“You wouldn’t have fun with her…” Twilight said almost inaudibly as she used her magic to create a dildo and inserted it in without a second thought.

“Like why would I? Like do you know her? I think batgirl said her name Sunset Shimmer or something.” Dashie said as she moaned louder as she touch Twilight’s left wing.

Twilight’s eyes widened and she stiffened at the name. “S-Sunset Shimmer you say…?” She magic pumping the dildo in and out at a slow pace.

“Like yeah. Batgirl totally said Sunset was her new friend. Isn’t that like sweet?” Dashie said moaning from pleasure.

“Sunset was Celestia’s first pupil…” Twilight said hollowly.

“Like really?” Dashie asked surprised.

“Yeah… But after I became Celestia’s student, she got jealous and vanished.” Twilight said, slowing down.

“Like why was she totally being jealous of you. I mean like wasn’t Celestia being just as kind to her as she totally did for you or something?” Dashie asked looking concerned at Twilight.

“I… I don’t think so… Once and awhile I’d hear the servants say just how better off I was compared to Sunset… Maybe Celestia knew I was going to become the Element of Magic and… Treated me better…” Twilight started to pick up her thrusting dildo.

“Ooooh Yes! Like Celestia sounded like she was being a meanie and totally not treating Sunset as equally as you Twi.” Dashie said as she stoked Twilight’s wing.

Twilight groaned in pleasure as she increased her pace. “Doesn’t matter right now.”

“Like with all pleasure you and I are totally getting no. Like but after I am back to my Rainbow prideful self we could like go find her and fix stuff. We totally don’t want a Nightmare Sunset now do we?” Dashie asked moaning louder as they hear a door open.

“Twilight I am home.” Came the voice of Spike from the other room.

Twilight stopped and bound Rainbow, as well as gagging her. “I’ll be there in a bit! Don’t come into the lab!” Twilight threw her shirt on, cleaned her hand before teleporting to the doorway leading to the library. Twilight’s magic continued to pump the dildo into Rainbow as Twilight closed the door and soundproofed the room.

“Sorry Spike, I’m fixing something in the basement. It’s important and I don’t want you getting hurt over it.” Twilight said.

“Uh..sure Twilight. Hey do you know why everypony in town was blushing for?” Spike asked confused from that and wondering why Twilight is acting funny. “Also one of the girls is acting weird today.” He added.

“Yeah? Which one?” Twilight asked, washing her hands to get the smell of cum off of them.

“Fluttershy. I have noticed she’s walking around wearing really revealing pink clothes and bigger breasts. Plus she has been talking to batgirl and her friends near her cottage.” Spike said still confused.

“Oh crap! The same thing happened to Rainbow and me!” Twilight started to panic, and her magic intensified. “Have you gotten the note from the Princess?”

“Yes right here.” Spike said giving Twilight the note.

Twilight opened it and started reading. After finishing it, she snarled. “Celestia can’t come! She’s on official business and won’t be back for a week! Spike, I’ll take care of this, but you need to stay out of the library. You have the day off.” She summoned a bag of bits. “Here’s three hundred bits, spend it how you will.”

“You got it Twilight. Oh By the way I saw that group with heading Sweet Apple Acres with Fluttershy.” Spike said as he race off to Sugarcube Corner.

“Hopefully that’ll keep him busy and away from Fluttershy’s.” Twilight said, closing the door and letting go of her soundproof spell. Which follows a loud moan of pleasure. Twilight teleported into the basement.

“You almost snapped out of it?” Twilight asked, still pumping.

“Like nope. Hehehe.” Dashie giggled and moaned.

Twilight fumed. “I think that bat thing is trying to turn the girls into bimbos. I don’t think I can stop them if you’re going to make a fuss.” Twilight stopped her magic and got on her hands and knees. “Will you please help me?”

“Like of course I will. I like never leave my friends hanging specially you.” Dashies said with a wink.

“Okay, but you can’t wear what you did.” Twilight said, blushing. “I don’t want anyone besides myself seeing you.” She summoned baggy shirt and pants.

“I am like totally naked right now remember?” Dashies giggled.

“Wear this.” Twilight demanded.

“Okie dokie Lokie.” Dashies said as she did as she was told. Once she was ready, Twilight cleared her throat.

“We’ll finish after we’re done.” Twilight said. “Let’s fly over there.”

“Like where to?” Dashies asked as she took to the air which made her breasts bounce.

“Sweet Apple Acres.” Twilight said, teleporting the two of them outside. “Follow me!”

(Meanwhile at Sweet Apple Acres)

“Are you sure your friend is here right now?” Amy asked a bimbo Fluttershy who walking sexily with them.

“Like totally I am. She is like bucking apples from trees with those hot legs of hers.” Fluttershy said blowing a kiss to Amy who blushed at the giant breasted mare.

“Are you sure this is a best plan Rouge?” Bunnie asked Rouge not sure of the plan.

“Of course I am sure. Turn the Mane six into bimbos so we can take the Elements of Harmony from right under their noses.” Rouge said reassuring Bunnie of the plan as they get closer to the barn.

“Uh… Sister, don’t you think this is a bit… Excessive?” Peridot asked. “Twilight and Rainbow were one thing, now we’re going out of our way to change their friends?”

“If one or two of a group that attacked us then the whole group will get the same punishment.” Rouge said with a calm smile. “Beside we don’t need them to use those lovely jewelry on us now do we? And it help Sunset as well.” She added.

“Sister, how do the Elements of Harmony work?” Peridot asked.

“The Elements only work if six people or ponies have the same traits.” Rouge said as she spots Applejack bucking tree near the barn.

“Pika.” Pikachu said as he climb a tree and started eating an apple.

“Kay Applebloom! Get that bucket out!” Applejack yelled as her sister brought another bucket to another tree.

“Here comes Applebloom hide.” Amy said as she pull Fluttershy to hide behind the trees like the others as Applebloom walk by.

“Like are we playing hide and seek?” Fluttershy asked as Amy tell her to keep her down.

“Here ya go sis!” Applebloom said, setting it down. Applejack ruffled her hair.

“Thanks, sorry ‘bout draggin’ ya into this.” Applejack apologized. “But I’m tired and Mac’s hurt, so...”

“No problem! We haven’t hung out in a while!” Applebloom said, grinning.

Peridot looked away. “Can we skip Applejack?”

“Afraid not, she is the strongest mare out the of the Mane Six. So we are dealing with her now, then Pinkie Pie. After that, Rarity. Be easy pickings follow by Twilight.” Rouge said sadly. “I could turn Applebloom into a bimbo so she is not left out.” She suggested as Pikachu throws the apple core from the top of the tree to Applejack’s head.

“What in tarnation…?” Applejack said, before seeing them. “Applebloom! Get outta here!”

Applejack shoved her little sister behind a tree to take cover. Unfortunately for Applebloom it was the same tree Rouge was hiding behind.

“Why hello there.” Rouge said as she put a chaos emerald on the Bimbo gun like last time and shot Applebloom point blank.

Applejack then punched Rouge in the face, strong enough to knock her back. “Damn you!”

“Keep your hands off my sister you filthy pony clod!” Peridot yelled as her fingers changed into a laser and shot Applejack, sending her flying.

“Thanks sis.” Rouge said smiling as she got back up and seeing a Bimbo Applebloom was playing with herself. “Now then Flutters would you be a dear and hold Applejack for me?” She asked Fluttershy.

“Like sure.” Flutters said as she run and grab Applejack from behind in a hug which put the back of AJ’s head in between Fluttershy's giant breasts.

“Not today!” Twilight yelled, using her magic to pull the bimbo gun away. “Wait, that sounded wrong… You aren’t going to hurt anypony else!”

“Except for you sugar!” Bunnie said as she punch Twilight from behind and grab the bimbo gun.

“Hehe sucker punch.” Dashies giggle as she help Twilight up.

“Are you calling me a sucker?” Twilight asked.

“Well you like didn’t see it coming.” Dashies said giggling.

“Hi Dashies!” Flutters called out while still holding Applejack.

“Hi Flutters! You are like a bimbo now?” Dashies asked Flutters as she wave a hand.

“Like totally.” Flutter said smiling as she press Applejack’s into her breasts more.

“Rainbow is still a bimbo?” Amy asked as Bunnie gave Rouge the bimbo gun.

“Can I like be in your breasts too?” Applebloom asked Flutters her eyes are glazed over with lust.

Applejack elbowed Fluttershy in the gut and shoved her off. She then back kicked Bunnie, while Twilight used her magic to pull Peridot’s fingers off.

“Stop! Hammer time.” Amy said as she hit Twilight’s head with her hammer.

“Like didn’t you like the hug Hotjacks?” Flutters asked as she got back up.

“You…..dare…..harm….. my…..sister AGAIN!” Rouge yelled in rage as she aim her bimbo at Twilight.

Twilight summoned a shield as she used her magic to force the gun in a different direction. It accidentally fired, hitting Peridot.

“... Give me my things!” Peridot shouted, uneffected by the gun.

“PERIDOT! Are you okay?!” Rouge asked out of worry as she hugs her sister.

“Yeah, why?” Peridot asked. “I’m only missing my fing- Hey!” Applebloom was using one of her fingers to…

“Oh my gosh.” Bunnie said blushing.

“That’s mine!” Peridot shouted, snarling.

“What’s like yours?” Applebloom asked confused while sticking another one of Peridot’s finger in her pussy.

“Flutters. Would you like to get my sister’s fingers back from Applebloom?” Rouge asked as she notice Flutters was playing with Twilight’s breasts.

Twilight had just realized it and recoiled. “Fluttershy!”

“This is strange…” Peridot said, backing up a bit. “Can we leave?”

“Like it’s Flutters now Hot Twi.” Flutter said to Twilight before turning to Rouge. “Aren’t we going to totally Applejack into a bimbo like me, Dashies and Bloomy?” Flutters asked as she do a sexy pose.

“That’s what we are here for before we go.” Rouge said as she aim her bimbo gun at Applejack and fired.

“Like look out!” Dashies shouted as she fly to save Applejack. But she got hit along with Applejack.

“Huh? You got two in one shot.” Amy said surprise at the turn of events.

“Yeah. You would have though she learn not to get hit.” Bunnie said blinking like a owl.

“Uh… What happens when a bimbo gets hit with a bimbo gun…?” Peridot asked, finally getting her fingers back.

“Oooooooohhhhh Yyyyyeeeeessss!!!!!” Dashie yelled in pleasure as her breasts and ass expanded even more than before just her hair is becoming more longer and lighter than before. All the while Applejack was turning into a bimbo.

“Shit…” Peridot whimpered, backing up.

“I think she will become even more of a bimbo.” Rouge said as Dashie’s clothes was starting to tear in places.

Applejack herself turned into a bimbo.

Twilight growled as she used her magic to teleport the bimbo mane six to the library as Applebloom tried to snatch Peridot’s fingers.

“Well that’s done. Time to get Pinkie and Rarity before we get the elements.” Rouge said as she, the rest of her friends and a horny Applebloom leave the farm.

“Why not just get the Elements?” Peridot asked. “It’s cruel to just… You know, change the ponies. We’ve got more than half busy.”

“And don’t you think what Sunbutt and Moonbutt did to you along with Jasper and Lapis 1000 years ago wasn’t cruel?” Rouge asked.

“These aren’t Sunbutt and Moonbutt, they’re all distracted anyways. If we hurry, the Elements would be ours.” Peridot said, crossing her limb enhancers.

“But those two used to bear the elements. But you are right we do need to hurry. So how about you and Bunnie get the elements while Me, Amy, Pikachu and Bloomy go turn Rarity and Pinkie into bimbos sound good?” Rouge asked Peridot.

“I think Rouge want to make there are no loose ends when getting the elements.” Amy said to Peridot.

“But if we continue, someone’s going to notice. If we go now, I doubt these Rarity and Pinkie would just go to where the Elements are.” Peridot said. “Why not have Bunnie and Amy watch them while Rouge and I get those crummy Elements.”

“Fine. But if those ponies are there when we get the elements they are going bimbo.” Rouge said disappointed. “It’s a good thing we know where the elements are right now.” She added grinning.

“At Twilight’s place right?” Bunnie asked as she to walk to sugarcube corner.

“Yes. I wonder what she is doing right now.” Rouge replied with a evil smile.

Twilight groaned as her magic tied her friends up. “This is going to be impossible…”

“Hehe. Like why is that Hot Twi?” Dashie asked as she, Flutters and Jackie were moaning from the ropes pressing down on their huge breasts.

“Yeah. This is like totally hot.” Futters said moaning in pleasure.

“Stop that, I’m not hot.” Twilight said as she started reading a book. “You girls are becoming a problem…”

“Aww. Don’t like that. You are totally like hot. Isn’t that right AJ?” Flutters asked Applejack.

“Like, totally.” Applejack said. Her outfit was a tight bikini. “Call me Jackie too…”

“Whatever…” Twilight grumbled, sitting in a chair near them. “You girls just want action. But you’ll revert soon, and I can finally get some rest and clear my mind.”

“But for like long?” Flutters asked as she try to move her hands to her pussy but can’t.

“Yeah. We like need to be finger by the hottest mare in town totally right now.” Dashies said.

“Then go find her.” Twilight said, barely listening.

“But we like totally found her already.” Flutters said with bedroom eyes.

“Wait, what?” Twilight asked, putting her book down.

“Yeah you are the like hottest mare in town. Isn’t that right girls?” Flutters ask the two other bimbos.

“Yeah like so totally hot.” Dashies said as she gave another moan.

“So true…” Jackie added.

“So not, you’re just trying to get free.” Twilight’s magic started to fade.

“Oh no we aren’t. We like find it kinky being tied up.” Dashie said with bedroom eyes while her eyes was glazed over with lust.

“Yeah. I like didn’t know you were totally into bondage.” Flutters said her eyes also glazed over.

“I’m not!” Twilight fumed, her magic fizzling out.

“Like why are you getting mad?” Dashie asked.

“You’re my friends! You…” Twilight started tearing up. “I’m not beautiful… I’m nothing special…”

“Like now that’s not true. You are totally beautiful and you are like very special. That why I like totally fell in love with you since the day we totally met.” Jackie said with her eyes maybe glazed over with lust but are telling the 100% truth.

“Like the same reason for me but I was totally too shy to confess it to you.” Flutters said with the same truth along with Dashie.

“Like are you feeling wet right now?” Dashie asked noticing a dark patch on Twilight’s pants.

Twilight tried to hide it, her legs and arms wobbling.

“Yeah like is it me or is Twilight’s breasts totally getting bigger?” Jackie asked as she grabbed Twilight’s breasts.

“Wh-wh-? No!” Twilight whimpered, falling onto her knees.

“Yeah and her ass is like getting bigger too along with her hair is totally getting longer and lighter.” Flutters said grabbing Twilight’s ass.

“What!? N-no, it c-c-can’t be!” Twilight felt like panicking. “I w-wasn’t hit b-by the…”

“Like maybe because that bimbo gun wasn’t totally charged by that like growing gem you took longer to totally change again.” Dashie said as she kissed Twilight’s wings.

Twilight moaned, her mind going numb and drool dripping down her mouth.

“Oooh Like you are totally enjoying this.” Jackie said as she play with Twilight’s expanding breasts.

Twilight shook her head and cleared her thoughts. “No… No, this is wrong.”

“Like why is it wrong Hot Twi?” Flutters said as she played with Twilight’s expanding ass.

“No! Leave me alone!” Twilight shouted. Dashie, Flutters and Jackie back off.

“Like what’s wrong Twi?” Jackie asked as she noticed Twilight’s clothes are starting to rip.

“I… N-no…” Twilight started tearing up. “I never wanted this…”
“Like none of us do at first. But it totally glowed on us.” Dashie said giving Twilight a comfort hug.

“Like everything is going totally okay.” Jackie said joining in on the hug follow by Flutters.

Twilight leaned into the hug. “I don’t know what I want anymore…”

“Ssshh. Like think about it too much. Just totally feel it.” Flutters said as she kiss Twilight on the horn.

“Like let your heart totally tell you.” Jackie said as she rub Twilight’s back.

Twilight’s panties were soaked. “Go on…”

“Like okay.” All three bimbos said as Dashie starts to finger Twilight while Flutters gave Twilight’s horn a blowjob and Jackie play with Twilight’s breasts which had ripped out of her shirt due to expanding. Twilight moaned and gasped in pleasure. Her hands grasped around Jackie as her hips thrusted and shuddered.

“Like how do you feel Twily?” Jackie asked Twilight as she moaned in pleasure as well as she still playing with Twilight’s expanding breast’s faster.

“A-amazing~!” Twilight gasped.

“Like told you that you would totally love it.” Dashie said as she finger Twilight’s pussy faster.

“Like see how easy it is when you totally don’t think about it?” Flutters said as she suck Twilight’s horn faster.

“Nyah!” Twilight moaned. “Ooohhh~”

“Hehe. Like are you getting close or something Twily?” Jackie asked as she notice Twilight’s ass and breasts stop getting bigger and her hair stop getting longer and lighter.

“Y-yeah…” Twilight moaned.

“Like well girls. Let’s like totally speed things up.” Dashie said as she, Flutters and Jackie work double time on Twilight to give as much pleasure as they can.

Twilight panted, out of breath. She then started almost screaming as her pussy clenched around Dashie’s fingers and her horn started spewing out a red substance.

“Like what is that stuff?” Flutters said as she tasted the red substance.

“M-magic build up… It acts like a filler… Like semen, but without the whole… Pregnant part… It also can taste nice…” Twilight panted.

“It like taste like cherry.” Flutters said as she suck up more of the stuff.

“Like her cum taste totally good.” Dashie said as she lick her cum covered fingers.

“Like how are you feeling now Twily?” Jackie asked as she kissed Twilight’s left breasts.

“I’m on cloud ten…” Twilight said dumbly.

“Like how do you feel for another round?” Flutters asked while she not notices Rouge and the Peridot walking past them as the other bimbos didn’t notices.

“Sure…” Twilight said sultry. “What do you have in mind?”

“Hmm. Like I could suck on your breasts while you lick Jackie’s pussy and Dashie totally lick your wings.” Flutters suggested.

“I’ll lick Jackie, but is there any way to pleasure you two?” Twilight asked.

“Like you could totally play with our breasts.” Dashie said.

“Why not, like, use my horn and pussy to pleasure yourselves?” Twilight suggested.

“Like okay Twily.” Dashies said as she start to lick Twilight’s pussy while Jackie start to suck Twilight’s horn.

“This is so like fun.” Flutters said as she lick and suck Twilight’s breasts.

Twilight stuck her finger into Jackie.

“Ooooh yes! Like a little faster Twily.” Jackie said as she gasped and moaned at the pleasure.

“You are like totally good at this Twily.” Futters purred as she sucks.

“Get up here~” Twilight purred to Fluttershy as she used her foot to play with Dashie’s clint.

“Like okay Twily.” Flutters said as she did as she was told while Dashie moaned at the foot play on her clint.

“Oooooh! Like nice foot work Twily.” Dashie said moaning while she licked Twilight’s wings.

“So like what now Twily?” Flutters purred her question while looking at Twilight’s eyes which had just glazed over.

Twilight sped up in all of her activities. She used her free hand to pull Flutters’ waist towards her and started licking violently.

“That’s hot…” Peridot whispered as she blushed, holding the Elements of Loyalty, Honesty and Kindness. “What in the universe are they doing…?”

“Making love and just imagine all six of them doing it.” Rouge whispered back while holding Laughter, generosity and wearing magic on her head.

“Making love? Is that like… Showing love to someone?” Peridot asked.

“Yes. It shows just how much you love them on a deeper level.” Rouge said.

“Then can we do that?” Peridot asked innocently.

“Wh-What?” Rouge asked Peridot blushing. “W-well I-I think there no harm in doing it once we get back to Sunset’s place.” She added as they walk to the door to open it.

Rarity was there, rearing up for a knock, but froze at seeing the duo. Peridot shoved all her fingers into Rarity’s mouth and nose in panic.

“Not a word. You don’t want to ruin their lovemaking now do you?” Rouge asked as she moves to let Rarity see the four bimbos making out. “Get inside.” She added making Rarity go inside.

Peridot pulled her fingers out and shook them. “Yuck!”

“Care to join them?” Rouge asked Rarity as she aim her bimbo gun at her.

“P-please don’t…” Rarity shakily said. “I-I won’t tell them… I p-promise…”

“I know you won’t. Have fun.” Rouge said as she fired the bimbo gun at Rarity.

Peridot closed the door. “You didn’t need to do that, sister.” Peridot auto-cleaned her fingers.

“I know but I did say I will do it if we see her or Pinkie here when we get the Elements.” Rouge said as she look in the window to see Rarity’s transformation.

“Good heavens no!” Rarity screamed.

“Sister… Sometimes, you scare me…” Peridot said plainly.

“Sorry about that sis. It just that I am thinking more like the character I got displaced as.” Rouge said sadly. “Come on. Let’s get the others and head back to Sunset’s place.” She added as they both head to sugarcube corner first.

“Why do we have to bimbo them all?” Peridot asked.

“Only if Pinkie spots us when we get Bunnie who is spying on her.” Rouge said as a gingerbread looking house come into view. “And maybe get some cupcakes while we are there.” She added licking her lips.

“How about I take the Elements to the forest and meet you there? If ponies see us they’ll inform the Princess.” Peridot suggested. “Then we can try this ‘making love’ thing.”

“Su-sure. Here you go.” Rouge said blushing as she give Peridot the three Elements she had. “Just be careful of any monsters like timberwolves while in the forest.” She added.

“Those clods can’t hurt me. Nye-hehehe~” Peridot snickered strangely. “I’ll be fiiiiine.”

“Look like you are also thinking like your character a little bit.” Rouge giggled. “See you back at the Sunset’s place sis.” She added as she walked to Sugarcube Corner.

“Later!” Peridot shouted as she used her fingers to fly away. But little did she know she being watch by someone with at pearl on her forehead.

Meanwhile with Bunnie.

Bunnie was sitting at a table that was outside of Sugarcube Corner looking in the window as she spy on Pinkie Pie.

“I wonder when those two will get here.” Bunnie said to herself as she watch Pinkie while Rouge walk up to her.

“What’s up?” Rouge asked as it make Bunnie jumped as she turn around.

“Don’t do that! I could have had a heartattack.” Bunnie said calming herself down while Rouge giggled.

“Sorry. Anyway sis is taking the Elements to Sunset’s place right.” Rouge said which Bunnie smile at this.

“Great. Let’s get Amy and head back ourselves.” Bunnie said smiling.

“We will. After I get us some cupcakes to go.” Rouge said as she went inside. 5 minutes later there was a sound of a gasps followed by a gun being fired as Rouge step outside with a box.

“Uh...Rouge. Did you pay for those by turning Pinkie into a bimbo?” Bunnie asked.

“I feel funny. Not ha ha funny but weird funny.” They hear Pinkie say from inside followed by her moaning.

“Does that answer your question?” Rouge asked snickering. “Come on let’s get Amy and go.” She added as they both head to Rarity’s place. But little they know they are being spied on by someone who has two tails.

Meanwhile at Sunset’s place.

Sunset threw a book to the floor in anger. “Where is it!?” She started pulling books off of shelves, before freezing. “Wait… Oh buck me, it’s in the dark magic spell books!”

With that, she used her magic to summon a dark magic book about crystals. She flipped through the pages madly, before finding a gem fixing spell. She set the book on the nearest bed and went to hers, before beginning to cast it.

As she was casting, Peridot walked in and set the Elements on her sister’s bed. She then went to hers to rest until Rouge got back, but saw a book in her bed. She picked it up and read the title. Dark Crystal Magic for Beginners.

Peridot hid it under her pillow and watched as Sunset fixed her friends. She had to wait until Rouge was home.

Twenty minutes later. “We are back.” Rouge said as she and the others enter the room with a box of cupcakes and a bag of gems.

Sunset yelped and stopped her spell. “Hello girls, I was just fixing your friends- Where’d you get that bag?”

“How is she doing? Also I pick this up at Rarity’s place when we got Amy.” Rouge said smiling.

“She also turn Pinkie Pie and Sweetie Belle into bimbos.” Amy said blushing.

“Who’s Sweetie Belle?” Peridot asked, patting her bed, trying to get Rouge on it.

“Rarity’s little sister.” Bunnie said as Rouge sat next to Peridot.

“Was that necessary?” Peridot said, showing Rouge the book secretly.

“Well I got a love for gems since I was displaced.” Rouge said as she hug her sister. Peridot giggled.

“Well… Anyway…” Sunset said. “I gotta head out. I’ll be back in an hour.” Sunset then teleported.

“Rouge, Sunset’s using Dark Magic!” Peridot said, showing the mobians the book.

“Pika?” Pikachu said confused.

“So? If it means for Sunset to fix our friends and you then so be it.” Rouge said as she kissed her sister. “Beside magic by any kind is just a tool. So dark magic isn’t really evil it just the ones who use it that are evil.” She added.

“Okay…” Peridot said, setting the book down.

“So don’t worry about it sugar. Sunset is going to fix our friends in no time.” Bunnie said with a wink.

“Okay. So, are we going to make love?” Peridot asked Rouge.

“Uh...Su-sure. We could start with kissing of the lips and see where this goes.” Rouge said blushing as she move into kiss her sister. While Bunnie and Amy decide to go to another room. Peridot meets the kiss.

Just then there was a scream coming outside of the watchtower.

“What was that?!” They Amy called out.

“Inconclusive.” Peridot looked out the window. “It seems to be… A Unicorn.”

“And she in a tree like cat trying to get away from those timberwolves.” Rouge said as she look closer from the window. “Is that Trixie?” She asked looking at the scarred unicorn magician.

“I think so. What she doing around here?” Amy asked.

“Don’t know. But have a chair and some rope ready when I bring her in.” Rouge said as she took to the air.

“I’ll get her...” Peridot said, using her finger cannon to shoot near the Timberwolves. “Yayayayaya!”

“Nice shooting sis.” Rouge said as she fly down and grab Trixie.

“Hey! Put the Great and Powerful Trixie down!” Trixie yelled at Rouge but she didn’t listen as they fly back in the tower.

“We are all set.” Amy said as Rouge set Trixie down on the chair as Bunnie quickly tied Trixie up.

“What is the meaning of this?! Untrie Trixie now!” Trixie demanded at them while kept laying her eyes on Peridot a couple of times.

“No can do. You know where our hiding spot is. So we are keeping you here.” Amy said with a bored look to her face.

“We will wait until Sunset come back so we can decide what to do with her.” Rouge said as she notice Trixie was looking at her sister more than the rest of the group.

“What?! You can’t keep Trixie here. Trixie has rights!” Trixie yelled in a rage.

“Equestrian rights, but this is the Everfree Forest.” Peridot said. “What are you even doing in here?”

“I-I have heard somepony had embarrassed Twilight Sparkle. So Trixie had decide to go and find them and challenged to a duel to prove Trixie is better.” Trixie said blushing when she answering Peridot’s question.

“You don’t wanna do that… Trust me…” Peridot said.

“Wh-why is that?” Trixie repile blushing.

“My sister here turns mares into bimbos.” Peridot warned. “She’s already turned all of Twilight’s friends into them.”

“Wh-What?!” Trixie asked surprise while her face was bright red.

“You heard her. And I will do it to you if you don’t be a good little mare.” Rouge said aiming her bimbo gun at Trixie which she gulped at this.

“She will too.” Peridot nodded.

“Tr-Trixie will be good.” Trixie said out of fear from the gun.

“Good girl. Now let’s wait for Sunset to come back.” Amy said as everyone leave Trixie in the room while Trixie was staring at Peridot’s ass.

1 hour later

Sunset teleported in.

“What the buck!?” Sunset yelped at seeing Trixie.

“She was being chased those wood doggys near here. So we brought her and tried her up.” Bunnie said to Sunset.

“We couldn’t let her go. She knows where this place is.” Amy said.

“You look familiar…” Sunset said, narrowing her eyes at Trixie.

“As do you Sunset.” Trixie said glaring at Sunset.

“I take it you know her Sunset?” Rouge asked.

“I don’t remember her exactly. How do we know each other?” Sunset asked.

“From the entrance exam for Celestia’s school for gifted unicorns.” Trixie said still glaring.

“Did I do something to you?” Sunset asked.

“You scored higher than Trixie to get in the school.” Trixie said. “Trixie had to go to a far less powerful school to learn magic.” Trixie said with venom in her voice.

“Oh, you’re that wannabe Trixie Lulumoon. Look, it’s not my fault you didn’t get into the school, you need to reach over fifty to actually get in.” Sunset said.

“WANNABE!? I am the Great and Powerful Trixie and it was so your fault just like it was Twilight Sparkle’s fault for ruining Trixie twice!” Trixie yelled.

“If you were so great then why did you get a weaker report then I?” Sunset asked. “I’ll tell you what, I’ll teach you better spells if you help us.”

“Trixie will never be taught by one who wronged Trixie!” Trixie yelled in rage.

“Do you want to use the bimbo gun on her or should I?” Rouge asked Sunset.

“No… No, it’s okay Rouge.” Sunset said. “If you don’t want to learn stronger spells and become Twilight Sparkle’s equal, then fine. You can still help my friends. Willingly, or… Not so willingly...”

“You know a mind control spell or something?” Bunnie asked which made Trixie look worried.

“I think she means the gun right?” Amy asked Sunset.

“Yes.” Sunset said, smirking. “So, what’ll it be?”

“Uh...Fine. Trixie wika do what you say.” Trixie said looking down defeated.

“Don’t you think she need to under some kind of spell do make sure she doesn’t betray us?” Bunnie asked Sunset.

“I have the perfect idea.” Sunset said, using her magic to shoot Trixie. “Who wants to take care of the Great and Powerful Trixie?”

“I vote Peridot will take care of her.” Rouge said as Trixie as her hopefully.

“Anyone else?” Sunset asked.

“I vote Peridot as well.” Amy said follow by Bunnie.

“Pikachu Pika.” Pikachu said in agreement.

“Then it’s settled.” Sunset then shot Peridot, who yelped. “Trixie, whatever happens to Peridot happens to you. Meaning if she dies, you die. If she’s hurt, so are you.”

“Trixie understands- Ow!” Trixie yelped as she rub her head the same spot Peridot’s gem is.

“Oh, sorry.” Sunset said, placing her palm on Peridot’s gem and healed it up quickly. “You should also listen to anything she says.”

“Of course.” Said Trixie as she was smiling at this.

“So, what should Peridot make her do?” Sunset asked.

“Have her clean the place.” Amy suggested.

“Or maybe have her get us food from shops.” Bunnie suggested.

“Uh… Pick up the books, Trixie.” Peridot ordered.

“You got it.” Trixie said all to happy to follow Peridot’s orders as she went and did it.

“Hmm. I think Trixie likes you sis.” Rouge said with a knowing grin.

“Doubtful, she is being held here against her will.” Peridot said.

“True but she has been looking at you and she has been blushing when you ask her.” Rouge said grinning. “Plus she staking her ass in a sexy way at you.” She added as she points to Trixie who was picking up a book while moving her ass.

“Why would that indicate she loves me?” Peridot asked.

“She is giving you signs that she wants to have sex with you.” Rouge said rolling her eyes at her sister cluelessness.

“Anyway. Now that we have got the Elements of Harmony and the Mane six are now sex crazed bimbos. What our next step.” Amy asked the group.

“I have an idea. What’s your endgame, first?” Sunset asked.

“Well my endgame is that Sunbutt and Moonbutt pays for what they did to Peridot and our two friends. Maybe have my bimbo gun supercharged with all seven chaos emeralds and shoot them with it.” Rouge said caressing her gun like she would with a cat.

“Okay. Then we’ll need help, and possibly a new ruler.” Sunset said. “My idea is that we gather Celestia’s enemies and use them for our gain.”

“Well I wouldn’t mind if you became the new ruler Sunset.” Bunnie said. “As for Celestia’s enemies why not the changelings?” She suggest.

“As for Tirek. We kill him on sight before he starts stealing magic.” Amy said.

“I have some contacts in Canterlot, Cloudsdale and Manehatten. I might be able to get some ponies who see Celestia as a tyrant.” Sunset said. “We might also be able to get the Griffins on our side. Shouldn’t be hard, since we can easily give them half of Celestia’s bit vault afterwards.”

“Wow… This seems plausible…” Peridot said in awe.

“Yeah. But what do we do with the Elements?” Amy asked.

“Well we need to take them to the tree of harmony first. After that I got no clue.” Rouge said.

“Tree of what?” Sunset asked, tilting her head.

“Harmony. It’s the birthplace of the elements of harmony.” Rouge said. “I guess Celestia didn’t have that writing down in history books.” She added.

“Plus the tree is right now dying.” Amy said. “Which means the plunder vines will be on the loose soon.” She added.

“Okay, whatever. Let’s…” Sunset trailed off. “Can these vines assist us?”

“They could get the Mane six horny again while holding Sunbutt and Moonbutt captive.” Bunnie said.

“They can capture Celestia and Luna?” Sunset asked, smirking.

“Yeah. At the upcoming Summer Sun party thing.” Rouge said smirking as well.

“And that where we stilke. Right?” Amy asked.

“They’ll be too busy dealing with the vines. The Princesses will be missing… It’s the perfect time to attack. But we’re not ready yet. The next summer sun party is in a month and a half, I’ll need to hurry and gather allies.” Sunset said, smirking.

“Cool. So who are you going to get first?” Bunnie asked smirking at the plan.

“I’ll send a letter to my contacts to get ready. We just need to see the Changelings and Griffons.” Sunset said. “And since I don’t know where the bugs are, Griffon Kingdom it is.”

“With any luck the Changelings have a spy in Ponyville and they might seek us out to join them.” Rouge said. “So how do we get to the Griffon Kingdom?” She asked Sunset.

“There are three ways, I don’t like any though. Take a boat, but most likely we’re fugitives. We could hijack a train. Or we could walk the shores and head there on a bridge that… Well, it’s more like going under the train tracks. The Kingdom is on an entirely different continent not far from Equestria.” Sunset explained.

“I say we hijack the train while keeping the male guards that’s on it busy.” Rouge said as she waves her bimbo gun.

“What about Trixie? Do we bring her with us or leave her here?” Bunnie asked pointing at Trixie who was still busy.

“If Peridot comes, so does she. The bond is weaker the farther they are from each other. So they either both come or both stay. Your call.” Sunset stated.

“So we bring her with her. So when do we leave?” Amy asked.

“In three days. Rest up.” Sunset said, pulling out a map of Equestria. “I’m heading out to get some food, be back in an hour.” She then teleported away.

“Ok let’s do a little bit of planning with the train.” Rouge said as she looks at the map.

“Wonder what would happen when the Mane six try to stop the plundervines.” Bunnie said to herself.

“Pika.” Pikachu said thinking to himself as well.

Peridot sighed as she plopped on her bed. Then, suddenly realization hit her. “Uh… Where’s Trixie going to sleep?”

“Uh...Trixie could share a bed with you or lay on the floor next to your bed Mistress Peridot.” Trixie suggested from the other room.

“Sister, what’s a mistress?” Peridot asked.

“It’s a female version of master.” Rouge said grinning.

“She considers me her superior?” Peridot smirked.

“Yes. Yes she is.” Rouge smirked back

“Trixie must really like you if she letting someone to be her superior.” Bunnie said.

“You can sleep in the bed then, I see no reason not to.” Peridot said.

“Oh thank you Mistress.” Trixie said joyfully as she hugs Peridot.

“She so likes you.” Amy smirked.

“I will say.” Rouge said.

“Shut up…” Peridot rolled her eyes.

“Is that blush I see oh your face sis?” Rouge teased.

“No…” Peridot looked away.

“Oh you’re so are blushing.” Rouge said as she hugs her sister along with Trixie.

“Whatever…” Peridot sighed. “Get to work on that plan.”

Meanwhile

In the Badlands at the Changeling Hive.

A changeling spy had just got back from Ponyville and heading to the Throne room.

“What have you brought, child?” Chrysalis asked.

“There weird creatures came into Ponyville and stole the Elements of Harmony. Plus the bat one had a weapon that had turn the bearers into uh...bimbos my Queen.” The Spy said bowing to Chrysalis.

“Hmm… Try to establish contact with them…” Chrysalis said, smirking.

“At once my Queen.” The Spy said as he leaves the throne room passing a cocoon that had has a earth pony mare he had replaced in Ponyville.

“Le-let me out of here!” The mare cried out from inside the cocoon.

“Hmm… No.” Chrysalis said playfully. “Not until you give us something~”

“Li-like what? I am already naked in this cocoon and I am starting to hear what every changeling is thinking.” Carrot Top the mare that in the cocoon said while her ass and hip expand and being cover in black chitet.

“Your body~” Chrysalis purred.

“Wh-what?!” Carrot Top asked blushing a bit as black chitin slowly spread down her legs and up her body. “Wh-Why would you want my body?” She asked as her breasts expanded.

“Because, I need more changelings, and what better changeling is there then one that can feel love.” Chrysalis said, fading through the cocoon and playing with Carrot’s breast.

“St-stop it!” Carrot Top grasped and moaned as her expanding breasts become cover in black chitin while a pair of changeling wings come out of her back. “I-I-I don’t want this!” She cried while she moans.

“It’s not a matter of want… You know, I haven’t had a wife in ages… Care to be my first?” Chrysalis cooed as her hand traveled down to Carrot Top’s pussy and played with it teasingly.

“W-W-W-Wife?! Carrot moaned a bit louder as black chitin now covered her arms and her neck. “N-n-no…...Well maybe my queen.” She said not realizing she called Chrysalis her Queen while a jagged horn comes out of forehead along with fangs coming out of her mouth.

“Ah, ah, ah~ What did I say? It’s not a matter of want. You are mine, whether you like it or not.” She pulled out of the cocoon. “Once you are out, we can have some fun~”

“Ye-ye-yes-” Carrot Top said as her head is covered in black chitin, her hair gets longer darker in shade with some holes in it. “-My Queen.” She said as her eyes turn into green slits to complete her transformation to changeling as she smiles.

“Let the fun begin… My subject~” Chrysalis said.

“Whatever you want my Queen.” Carrot Top purred from inside of her cocoon.

“Then come on out, honey~” Chrysalis said playfully.

“As you wish my Queen.” Carrot Top purred as she slipped out of her cocoon to hugged her new Queen.

“Who did you love before this?” Chrysalis asked.

“I once had a husband but I devoice him because he cheated. After that my heart fell for a pegasus mare name Deapy.” Carrot Top said with bedroom eyes.

“Well then…” Chrysalis said, a green aura surrounding her as she transformed into the wall eyed Pegasus. “Have fun with her~”

“I will my Queen.” Carrot Top said as she start to making out with Derpy/Chrysalis.

Meanwhile somewhere in the Everfree Forest.

“And you’re sure you saw a Gem?” Rose Quartz asked.

“Positive.” Pearl replied.

“Then it is as I feared…”

“What is it?” Amethyst asked

“This planet is in a lot of trouble.” Garnet said calmly.

Meanwhile on a floating island that is not to far from Cloudsdale.

“Are you sure it’s them?” Sally Acorn asked looking at Tails.

“I am positive it’s them.” Tails said while Shadow and Knuckles just sighed in annoyance.

“Great. That bat is already causing trouble and she got a gun now.” Knuckles said as he sat next to the Master Emerald.

Meanwhile in an alleyway of Manehatten.

“Sorry Bob. But I am not your snack.” Meowth said as he clean the blood off his claws. Blood that came from a centaur he just killed for trying to eat him. “Now let’s see if I can find my pals in this city of weird looking ponytas and Rapdash’s.” He added as he walked along the sheet without anyone notices.

Author's Note

DarkMagicEn-Forcer1: Well things have just gotten hotter.

Bronyparasite: And will continue to do so. This is a very smutty fic! XD

DarkMagicEn-Forcer1: Will the Mane Six find the way to stop our heroes? Or will they be overcome by their Bimbos side.

Bronyparasite: They aren’t really heroes… And what is gonna happen to Carrot Top? Find out laster!

DarkMagicEn-Forcer1: And will happen to the Crystal Gems, Sally, Tails, Knuckles, Shadow and our likeable Meowth of Team Rocket? Find out next time in Digimon Digi-I mean Team Rosegem in Equestria! Shit!

Chapter 4

Sunset Shimmer was walking through Ponyville, a hood over her face to hide her identity. She was pulling three suitcases, each carrying a different one of her friends. Trixie was next to her.

“Are you sure carrying them suitcases to a train was a good idea?” Trixie asked Sunset since she is worry about Peridot.

“There are multiple holes. Plus, I don’t even think they need air.” Sunset whispered.

“This is one of the worst ideas I’ve ever seen.” Peridot said. She was in the same suitcase as Rouge, but it wasn’t the biggest of the cases. They also noticed a small green gem that was glowing blue, the odd thing about it was the skull like drawing on it. “What’s this?”

“Let me see.” Rouge said with stars in her eyes.

Peridot gave her sister the gem. “I look better than that…”

“You are always number one kind of gem I love out of all gems.” Rouge said as she took a closer look at the gem. “What with the skull?” She asked. That when Rouge heard a voice.

“I am Asphyxious. The iron Lich. If you need my aid just take this token and call my name.”

“The who and the iron what?” Rouge said as she dropped the gem out of surprise.

“What’s going on in there?” Trixie whisper asked the case with Rouge and Peridot as they are all in the train.

“You girls can come out.” Sunset said. “I booked us a separate cart. We’re alone.” She unzipped all the bags.

“Hey what’s that?” Amy said as she pick up the gem that Rouge had dropped. Amy then heard the same message that Rouge heard before. “Well who you are. Get your ass over here and say hello before I make you!” She added.

A portal opens indie the train as a man fell out with a blue coat on. “Dammit not now!” He yelled before noticing everyone. “You could not wait could you?” The man asked as he get up the one thing they all noticed about from his eyepatch was he had a tail.

“What… Is this guy...?” Peridot asked.

“Asphyxious Hellbringer, But my friends call me Asphy.” Asphyxious said giving them a bow. “And you’re?”

“Amy Rose and I thought that gem was a displace token.” Amy said resting a arm on her hammer.

“Bunnie Rabbot. Pleased to meet you sugar.” Bunnie said with the wave of her arm.

“Rouge the Bat and this is my little sister Peridot.” Rouge said as she points to Peridot.

“Pikachu.” Pikachu said with a wave.

“Oh my god, it a dream come true.” Asphyxious said smiling at Rouge and Bunnie. “Can I hug you?”

“Negative Asphyxious Hellbringer. We do not wish to hug you.” Peridot said.

“Plus Pikachu might zap you.” Amy said as Pikachu nodded.

“Holy hell…” Sunset said, mouth agape.

“I’ve had worse.” Asphyxious said taking a set. “So what can I do for you lovely ladies?”

“Well we didn’t know that was a token. But as long as you here you could help hijacking this train to the Griffon kingdom.” Amy said.

“But you are the first displace we have met.” Bunnie said.

“Well as long as we don’t kill anyone I can do that for three lovely ladies like yourselves.” Asphyxious said smiling at the mobians.

“Don’t worry about that.” Rouge said holding her bimbo gun. “With this bimbo gun the males that is this train will be very busy with their tent pants.” She added. Asphyxious raised an eyebrow at her with a smile on his face.

“The bimbo gun turn females into busty sex crave bimbos while it kills males like a normal gun.” Bunnie explained.

“I think someone needs a midnight friend~” Asphyxious purred at Rouge, Bunnie and Amy.

“Sorry but I am saving myself for a Displace Sonic.” Amy said.

“Wow…” Asphyxious said feeling a little let down. “Oh well can’t win them all.”

“Besided I got my eyes on two people.” Rouge said as she point to Peridot and Sunset.

“Let me guess you have your heart on someone else to?” Asphyxious asked with a deep sigh.

“Nope.” Bunnie said with a wink. That parked Asphyxious backup as he smiled at Bunnie with new energy.

“Alright then let's do this!” Asphyxious yelled before pulling out his shotgun.

“What is Trixie chop liver?” Trixie said crossing her arms.

“No your just so sexy I didn’t feel the need to say anything.” Asphyxious replied winking at her.

“Oh my.” Trixie said with a blush.

“Okay so what’s next step on this hijacking Sunset?” Rouge asked Sunset.

“Well, we head to the front of the train, disconnect the cars and we’re home free.” Sunset said.

“If you touch Trixie like that again, I’ll kill you.” Peridot threatened Asphyxious.

“I don’t know what your talking about, all I did was kiss her hand.” Asphyxious replied calmly as he loads his shotgun.

Peridot rolled her eyes. “Let’s take this train… No clod’s getting in my way.”

“Ladies first.” Asphyxious said holding out his arm.

“Charge!” Amy shouted as she ran on ahead with her hammer swinging.

“Thanks.” Bunnie said winking before running on ahead punching anyone that was in the way.

“Now.” Rouge simple as she walk on ahead as she shoot some mares while she walks. “The sounds of bimbo mares moaning in pleasure is music to me.” She said.

“This, is going to be a long day for me…” Asphyxious said pumping his shotgun and start walking down the train singing a song.

“Let’s hurry before Rouge make this train into a sex train.” Trixie said she follow the group.

“Would that really be a bad thing?” Sunset joked, using her magic to summon a sword.

“That’s because Trixie don’t want to have to clean Trixie’s panties if Trixie gets turned on.” Trixie said blushing as she push a bimbo unicorn mare out of her way.

“Just take them off like I did.” Sunset said, pointing at her skirt.

“Fuck it, once this is over I’m having words with all three of you.” Asphyxious said shooting the cover out as it eaten away by the acid rounds.

“Which three?” Peridot asked.

“Sunset, Trixie and Bunnie.” He replied before knocking someone out by pushing their head into the window of the train.

Peridot lasered someone. “Ugh… Clod…”

“Trixie’s heart belong to mistress Peridot.” Trixie said as she notice Pikachu hit a pony with a thunderbolt.

“Fuck it whatever! Out of my way!” Asphyxious yelled running down the train beating up anyone who stands in his way. He even fired off bolts of magic at the more stubborn ones who won’t stay down.

“Pl-Please no.” Bon bon whimpered as Rouge fired her Bimbo gun at her.

“Have fun with you marefriend when you see her.” Rouge said as she walked while Bon bon was moaning as she transformed.

“Hurry up slow pokes!” Amy yelled from far ahead.

“Oh shut up! You don’t have to worry about going into a rut in a small space with a train full of moaning mares!” Asphyxious yelled back sounding frustrated. Even after beating up the guards.

“Then use one.” Sunset said.

“I’m saving myself for two who are better~” Asphyxious purred at Sunset and smiles at Bunnie as she works.

“I’m not interested.” Sunset said.

“Grrrr, You sure it okay?” Asphyxious asked looking back the way they came. Then at Bunnie to hear what she has to say.

“Sure. My comic book counterpart maybe a married woman but I am not.” Bunnie said as she bitch slap a guard.

“Like to join me~” Asphyxious purred at Bunnie wrapping his arms around her. “You’ll love it~”

“Sure. But save sex until after we get to the griffon kingdom.” Bunnie said purring back.

“I’ll try~” Asphyxious replied giving Bunnie a kiss as he walks back down the train.

“We are now at the front.” Amy said as Rouge shotted one last mare.

“Tear the attachments off.” Sunset said.

“You got it sugar.” Bunnie said as she tears the train’s attachments with her robotic arm.

“Faze one of operation diplomatic assistance is under way.” Sunset said nerdily.

“Next stop. Griffon Kingdom.” Trixie said as she sat down tried. She then realized she was sitting on Peridot’s lap. She was splayed out on the floor. “Oh sorry mistress.” She said blushing as she moved.

“And with it the next step for getting revenge for Peridot and my other two friends.” Rouge said while looking out a window.

“Pika.” Pikachu said in agreement.

“That did hardly anything to help me calm down.” Asphyxious said walking back to the group.

“Why is that?” Amy asked confused.

“Well, let me put it this way. Too much for their bodies can handle so I stopped after the tired round.” Asphyxious expelled like nothing was wrong.

“You had sex with all the bimbos didn’t you?” Amy asked with a deadpan.

“I’m in a rut bite me, It taking all my self control not to jump all of you.” Asphyxious growled. “I don’t enjoy being in a rut it a pain in the ass.”

“Then go find some ice cubes or cold water.” Amy said.

“Won’t work tried it before with an ice spell.” Asphyxious replied looking out side. “That what happens when a goddess as there way with one of your body parts. There are displaced like that so be careful when calling one.”

“I think did read some displace fanfics about them before I got displaced.” Amy said.

“What the hell you talking about?” Asphyxious asked confused.

“On the earth me and friends have came from the displace are group of MLP fanfics like one about Zinna or that Lance Walker guy.” Amy said.

“Huh, I hope there isn’t one of me. The last thing I want is something telling everybody what I do with my hoard mates or when I get in a rut and lose all control of myself.” Bunnie starts giggling at this with a knowing grin.

“What?”Asphyxious asked looking at the way Bunnie was looking at him then smiled at her. “Want to have a chat somewhere else?”

“Not right now and the reason why I giggle was because there are two fanfics of you. The first and the sequel.” Bunnie said.

“I don’t want to know they probably have nothing but me losing my mind in a rut and frucking everyone I see. I’m just thankful nothing like that happened to me.” Asphyxious said with a sigh.

“Don’t worry about it. I bet there a earth where even me and my friends are fanfic characters.” Rouge said with a comfort smile.

“I just wise there was an easier way to deal with being in a rut.” Asphyxious said looking out side tapping his foot.

Just then there was a knock from a locker. “Uh...Dudes. Is it safe to come out now?” Asked a mare’s voice.

“Yes?” Asphyxious said looking at the others.

“Oh thanks Celestia.” Said the mare as she comes out of the locker.

“Hey it that DJ that lives in Ponyville.” Trixie said pointing at the mare.

“Vinyl~” Asphyxious purred deeply.

“Not yours.” Sunset said.

“Don’t care she still cute.” Asphyxious said smiling.

“What?” Vinyl asked blushing as Rouge walk up behind with the bimbo gun ready.

“I’d rather you didn’t do that.” Asphyxious said calmly.

“We can’t her off the train. So it if she join us on our plan or become a bimbo.” Rouge said aiming the gun.

“Bim- what?” Vinyl asked as she backs away.

“I have a better plan let me blight her. That way you have nothing to worry about.” Asphyxious said calmly.

“I prefer to be prores by a mind control spell.” Vinyl said as she whimper.

“Blight it is then.” Asphyxious said getting up and holding out his hand. “Come with me and we’ll do this as quickly as possible.”

“O-ok.” Vinyl gulped as she grabbed Asphyxious hand as he lead her to the next back of the train.

“Asphyxious, stop.” Sunset said.

“Oh relax this won’t hurt one bit.” Asphyxious said as a bone spike came out of his arm.

“That doesn’t matter! We don’t need a blighted mare in Equestria!” Sunset shouted.

“Oh… And why not?” Asphyxious asked smiling at them. “It better then what Rouge has planed.”

“We don’t need to do any of those…” Sunset said, using her magic to knock Vinyl out. “There are more practical ways of dealing with them.”

“Huh… This is why I also don’t like being in a rut.” Asphyxious said bitterly as the bone went back into his arm. “It fucks with my head.”

“Then why don’t you call one of your mares over for some fun?” Bunnie asked.

“This world is still new to me and I don’t know anything about it. I’d also be acting differently if they was here. I’d be more focused on killing things I think could harm them. I’m sorry but I’ll be okay.” He said going to the back of the train.

“Well with Sunset here is one difference from other Equestrias.” Amy said. “By the way what season are you in your Equestria?” She asked.

Asphyxious smiled darkly. “I helped kill Tirek.” He said with a ghostly smile.

“Do you understand what we’re doing here?” Sunset asked, levitating coal into the engine.

“Not really. I’m just rolling with it.” Asphyxious replied looking out side. “I’m a broken soul with nowhere to go. But what I seek is a dragon.”

“What kind of dragon.” Trixie asked.

“Lord Tirek, I seek to kill and eat him. I will then rebuild the cryx empire my way.” Asphyxious said with a grin. “I’ve been everyone punching bag for too long. It time I show them why you should fear a dragon.”

“Cool. Good luck with that.” Bunnie said with a wink Asphyxious winked back at her.

“Anyway. How much longer is it to we get to the griffon kingdom?” Rouge asked Sunset.

“I always wonder, if there are others like me.” Asphyxious asked himself watching the sky go by.

“Others like you?” Sunset asked. “And twenty minutes.”

“A lich lord.” Asphyxious replied. “When I was displaced I was killed then put into the body of a Iron Lich. Before being sent to equestria. Being brought back… Hurt.”

“All of the displace have died and been put in the bodies of the characters we dress up as. It kind of sad when you think about it.” Amy said sadly.

“Let me know when we get there, I’d like some time alone with Bunnie.” Asphyxious asked still looking at the sky.

“And will be in twenty minutes sugar. So don’t get your underwear over your head about it like that Mask fellow did to you.” Bunnie said.

“What underwear?” Sunset teased.

“This.” Rouge said as she pulled Trixie’s skirt down which made Trixie blush.

“Trust me you don’t want mask here.” Asphyxious said rubbing his face.

“Even if he is here. He can’t wedgie me because I don’t wear any panties.” Bunnie said pointing to her robotics ass.

“Your right sexy.” Asphyxious said pulling Bunnie over and start to rub her ears.

“Oooooh my.” Bunnie moaned at the touch.

“You enjoying that?” Asphyxious asked smiling at her as he kept rubbing her ears.

“It feel so relaxing.” Bunnie said as she melted from the bliss. Asphyxious just let her relax in his lap as he softly rubbed her ears.

“Cute. So Sunset. Who is the contact in griffon kingdom are we meeting?” Rouge asked Sunset.

“Her name’s Gretta. She’s been buttering the population up.” Sunset said.

“Oooh. What kind of butter is she using and I don’t the food kind of butter?” Amy asked with a evil grin.

“She’s been implanting thoughts into the city of Griffonstone. It won’t be hard to turn them.” Sunset said.

“I hope the griffons there aren’t that greedy for bits.” Rouge said. “Or they all not very fat.” She added.

“They are greedy… But that’s how we’re going to take over. We’ll promise them our support and half the bits Celestia has.” Sunset said.

“I am betting the other half goes to you.” Rouge said with a shrug.

“The other half goes into the New Equestrian Government. Us.” Sunset said, smirking.

“That sound cool to me.” Bunnie said while she enjoys her ear rubs. Asphyxious then take the end of one of her ears and softly nips it getting a shiver out of Bunnie. Which she moan in pleasure.

“Pika.” Pikachu said while eating an apple he had found in a locker and sitting on a sleeping Vinyl.

“Hey I think I can see Griffonstone from here.” Amy said as she point to Griffonstone that getting closer and closer.

“It’s gonna be a hike from here.” Sunset said, pulling the brakes.

“Ok. But what do we do with Vinyl? I mean we can’t just leave her here.” Bunnie said as she got up.

“We can. She’ll wake up soon enough, and then she can travel to the pony welcome center.” Sunset said.

“Well in that case. Let’s get going.” Bunnie said as she got off the train when it stopped. Asphyxious followed after her with a smile as he had a hand on her head gently rubbing the base of Bunnie ear. “That’s still feels so good.” She moaned as she walks follow by the others. With Rouge being behind the group as she put her bimbo gun away.

“Meet you there slowpokes!” Peridot said, grabbing Trixie and using her fingers as a helicopter blades.

“Not before I get there first.” Rouge said as she grab Sunset and fly to race her sister leaving the others in the dust.

“Come on Asphyxious lets beat them there.” Bunnie said as she run on ahead.

“As you wish.” Asphyxious said turning into a dragon and spreading his wings.

“Mind if I hitch a ride?” Amy asked.

“Not at all just hold on.” Asphyxious said as he get ready to fly off.

“Ok.” Amy said as she climb on Asphyxious’s back.

“Pika-Pikachu.” Pikachu said as he climb on too.

“We thank you for taking Airline dragons. Please keep all hands and bags on the back or you’ll lose them. Here we go!” Asphyxious took off into the air with the girls on his back.

“I won!” Peridot laughed. “I rule! Nyahahahaaaa!!!”

“Yes you rule my mistress.” Trixie said.

“Damn it.” Rouge said as she put Sunset down.

Asphyxious landed covering all three in snow. “Sorry we’re late had to fly around a flock of birds. I hate it when they fly into my mouth.” Asphyxious said as he lay down.

“Be thankfully they didn’t go bombs away on us.” Amy said grumbled.

“Nyaahahahaha! What do I win!?” Peridot asked.

“Boot to the head.” Asphyxious said smiling showing off his fangs.

“Nyah!” Peridot went into a goofy stance to protect herself. Asphyxious just laughed as he changed back into his human form.

“You're cute like that.” Asphyxious said smiling.

“I agree with you on that and Sunset was being very cute when I was carrying her.” Rouge said laughed a bit.

“Let’s get indoors before I decide to have my way with Bunnie right there.” Asphyxious said grinning as he plays with Bunnie ears.

“Why are we working with this… This…” Peridot struggled with words as she pointed at Asphyxious.

“Lich?” Asphyxious said smiling.

“Sex craving fool…” Peridot deadpanned.

“If I was sex craving I would of had all your friends by now.” Asphyxious said smirking at Peridot.

“You try and I will pound your two dicks with my hammer.” Amy warned. Asphyxious just smiled as he walked off with Bunnie.

“Anyway so where is this griffon friend of your Sunset?” Rouge asked Sunset as they walk.

“I’ll go meet with her… You guys just… Do whatever…” Sunset said. “Just don’t ruin any possible relations with the locals.”

“Ok. Now then. Where do you and I go to have fun?” Bunnie asked Asphyxious with bedroom eyes.

“A friend of mine back home told me about this nice little hotel in this part of the griffon kingdoms. I can get us a room~” Asphyxious purred at Bunnie as they walked. “Not sure if it still here, you know different worlds and all.”

“Can’t hurt to try finding it.” Bunnie said with a purr of her own.

“Ok. While you two have fun. The rest of will have a look around.” Rouge said. Peridot groaned.

“Fine, whatever. Let’s go Trix.” Peridot grumbled as she walked off with Trixie following
Her.

“Lead the way my mistress.” Trixie said blushing as she follow Peridot. But little did the group know they were being spied on by a cat with a gold charm on his forehead.

“I wonder if I can find Rainbow’s ex-griffon friend.” Rouge said as she flew off.

“And you, Amy?” Sunset asked.

“Well. I could check out stores for anything good.” Amy said looking up in thought before walking off.

“Pika.” Pikachu said as he climb on Sunset’s shoulder.

“What are you doing little buddy?” Sunset asked with a chuckle.

“Pika-Pikachu Pika.” Pikachu answer by rubbing his head on Sunset’s cheek.

“I think he likes me… Okay, let’s go.” Sunset said.

“Pika.” Pikachu said smiling.

“They’re taking forever! It’s been five hours since we split up and they still haven’t stopped!” Peridot yelled angrily. “We need to find a place to sleep!”

“We’re getting things done. Gretta’s getting the griffons together tomorrow to hear me out.” Sunset said.

“So what kind of speech is Gretta going to use.” Rouge asked Sunset.

“Explaining how thing’d be better if the Princess was gone. How useless she is. And hinting that there’s a group that wants to start a revolution.” Sunset said, smirking. “Does that sound promising?”

“Very promising indeed.” Rouge said smirking evilly.

“So where are we going to find a place sleep for the night?” Amy asked with a yawn.

“Why not that hotel where that Lich and Bunnie are breeding like rabbits.” Rouge suggested.

“Pika.” Pikachu said while still on Sunset’s shoulder.

“Sounds good.” Sunset added. “I’ve got enough bits.”

“And I got some gems I took from Rarity’s place.” Rouge said holding out a bag of gems. “I wonder what look Rarity will have once she finds out her gems are missing.” She mused.

“A bimbo look.” Peridot said.

“True. And maybe she making some bimbo clothes right now.” Rouge said as they walk.

“Anyway, let’s go.” Sunset said, making her way to the hotel.

“That is a nice looking hotel.” Amy said as they enter the place.

“Trixie thinks Trixie can hear those two moaning from here.” Trixie said blushing at the sound.

“Damn it…” Sunset grumbled. “I feel awkward now…”

“Soundproof the rooms.” Trixie said to Sunset with a deadpan.

“I haven’t used that spell in years. Not much use for it when you’re all alone.” Sunset said.

“Trixie feels your pain when nopony is with Trixie in bed at night.” Trixie said sadly.

“There’s a pool in the back, I’ll go pay for the room. How many do we need?” Sunset said.

“Three. Trixie will share with Mistress Peridot.” Trixie said.

“I could share one with you Sunset.” Rouge suggested with a wink.

“Uh…” Sunset blushed.

“Three rooms, all master beds!” Peridot shouted.

“I agree on that.” Amy said happily.

“Hey Pikachu, who do you wanna stay with?” Peridot asked.

“Pika.” Pikachu said pointing to Amy.

“Trixie looks forward to Trixie and your's alone time.” Trixie said with a wink.

Sunset went inside.

“I’m heading to the pool, who’s with me!?” Peridot shouted excitedly.

“Oh Trixie will!” Trixie said excitedly.

“I will come too sis.” Rouge said.

“Maybe later. I am going to sleep for a bit.” Amy said with a yawn.

At the pool, Peridot took off her limb enhancers. “I’m not cute!” She clarified.

“But you are cute Mistress.” Trixie said hugging Peridot.

“Just like Sunset.” Rouge said while hugging Sunset.

“Pika.” Pikachu said as he lay on a sunbed.

They had a lot of fun…

“This is your room Amy.” Sunset said. “You too Pikachu.”

“Thanks and goodnight.” Amy said as she and Pikachu enter their room.

“Which room is Mistress and Trixie’s room?” Trixie asked.

“And which room is ours?” Rouge purr to Sunset.

Sunset’s face reddened. “205 is your guys’s and 289 is ours.”

“Thanks. Come Mistress Peridot let’s have fun bedtime.” Trixie purred at Peridot as she enter the room.

“What’s fun in bed?” Peridot asked as she followed Trixie.

“You will see.” Trixie said as the door closes.

“Now time for our fun bedtime.” Rouge purred at Sunset as she enter their room.

“Wait, I thought you were teasing!” Sunset yelped.

“Who said anything about teasing?” Rouge said giving Sunset a wink. “Well come in.” She added.

Sunset did so, blushing profusely.

“That was nice sleep. Wouldn’t you agree Sunset?” Rouge asked as she step out the room.

“Yeah…” Sunset said, feeling happy. It’d been so long since she’d done something to make her feel so cared for. “Yeah it was… Uh… What does this make… Us?”

“Girlfriends.” Rouge said. “Anyway is Bunnie and that Lich up yet?” She asked.

“They’re having breakfast.” Peridot said, only wearing a towel as she headed to her room. “Strange place, none of the rooms have a shower, it’s a community shower.”

“But you look cute in the shower.” Trixie said. Peridot blushed.

“Well… Looks like you two have bonded.” Sunset said. “I’m going down to the dining section. Coming… girlfriend?” Sunset asked a bit awkwardly.

“Coming.” Rouge said as she kiss Sunset as they walked to the dining section. They saw Bunnie and Asphyxious sitting at one of the tables.

“Hi girls come on over I already order.” Asphyxious called over as he sat next to Bunnie.

“Sweet.” Amy said as she went and sat at the table.”So how did your sleep go?” She asked Bunnie and Asphyxious.

“Awesome.” Bunnie said blushing with a grin.

“But we didn’t do much sleeping.” Asphyxious said as he smiled then his tail wrapped around Bunnie hips.
“I still can’t believe I still have a pussy since I thought everything from the hip down was robotic.” Bunnie said smiling.

“I think you're lucky it only went to your hips and legs.” Asphyxious said giving her a cuddle.

“Anyway. So when is this speech start?” Rouge asked Sunset.

“At noon. We’ve got all the time in the world.” Sunset replied, relaxing in her chair.

“Well what do we do in the meantime?” Bunnie asked.

“I’m going to take a shower, then… Whatever really…” Sunset looked away. “M-maybe spend t-time with y-y-you…”

“Sure.” Rouge purred at Sunset.

“I will be at the pool.” Amy said.

“Pika.” Pikachu said as he ate a apple.

“We have time what do you want to do?” Asphyxious asked Bunnie smiling at her.

“We could go for another round.” Bunnie suggest.

“Hmmm sure, Maybe see a movie after.” Asphyxious replied.

“Cool.” Bunnie said.

“So what do you want to do Mistress?” Trixie asked Peridot.

“I feel tired…” Peridot sighed.

“Should we rest by the pool?” Trixie asked.

“Sure.” Peridot replied.

Gretta stood on stage, Griffons crowded the street, wanting to hear what she had to say.

“People of Griffonstone! We have let the tyrant Princesses control our land for too long! They’ve taken our livelihoods to help their ponies while they let us fall apart! Where were they when that monster took away our treasure!? Where was she when we needed help!?” Gretta seemed to be getting the crowds attention. “One controls the sun, the other controls the moon! They take it upon themselves to simply imprison their enemies so they’d be dangers the next thousand years! What happens when they get bored!? They select new Princesses to lighten their work. They shouldn’t be in charge of a nation, let alone the fate of our world.”

“Our nation used to have pride to spare, yet we now live in a dead land. Do the ponies help us?” The crowd shouted ‘no’s. “The Griffon Kingdom is a joke to the ponies… Let us make it a symbol of power, of strength!”

The crowd cheered, screamed death threats to Celestia’s sun, and more.

“Told you she buttered them up…” Sunset said smugly. “Before I got Gretta to be a strong leader-like person, this place was falling apart. Now they’re-”

Before Sunset could finish, an arrow pierced Gretta’s chest, sending her off the stage.

“What the fuck!?” Amy yelled from surprise.

“Yep, I saw that coming.” Asphyxious said drinking a cola.

Sunset stared at Gretta’s breeding body as the crowd ran to her or away. She then teleported to Gretta as whoever shot her ran off.

“Hey Asphyxious. Quit sitting on your ass and help catch the killer!” Rouge said and fly off to catch the assassin.

“That clod’s gonna pay!” Peridot shouted as she flew after the assassin.

“Fine.” Asphyxious said rolling his eye as he runs after them.

“We need to catch that assassin alive so can get answers from him or her!” Amy Yelled as she follow the chase follow by some griffons.

Peridot started shooting at the assassin randomly. They dodged the attack and threw a dagger at Peridot. The green gem pulled up her legs and laughed.

“Haha! You mi-” She was cut off as another knife pierced her chest, making her fall. “Whoops…” She groaned, before turning into a cloud and her gem fell.

“PERIDOT!” Rouge shouted as she catched her sister’s gem.

“That wasn’t very nice.” Asphyxious said standing next to the assassin. “You could really hurt someone.” Asphyxious gave the assassin a kick to the gut. “Now say you're sorry.”

The assassin used some kind of magic on Asphyxious to shrink him before using a grapple hook to drag herself to the top of one of the buildings.

“Well… This feel familiar.” The snow small Asphyxious looking around the saw a cat looking at him. “Sorry Tabbe, but I’m not lunch.” He said as Asphyxious casts a fire spell in his hands.

“Look like I am blasting off again!” Meowth shouted as he was sent to the sky by the Lich fire blast.

“Wait… was that Meowth?” Asphyxious asked himself.

The assassin gained a large distance between the Displaced, and was nearing the edge of the city.

“GET BACK HERE YOU BITCH!!!” Rouge yelled as fly faster to the assassin in a rage while firing her bimbo gun at the killer. The assassin dodged it easily, and threw more throwing knives at Rouge. But Rouge dodged them like it was nothing. “If you can dodge a ball you can dodge a knife!” She yelled.

The assassin reached the edge, stopping at the side of the cliff. They turned around to look at Rouge. Rouge herself realized the assassin was a female pony.

“So Celestia sends one of her attack dogs to stop a griffon from speaking out huh? Well you are about to become a bimbo for both killing a griffon and harming my sister.” Rouge said aiming at female assassin.

“I did my duty for you, Silk…” The assassin whispered. “Forgive me…” She then leaned back, and took a dive.

“Oh no you don’t you snake!” Bunnie yelled as she rocket fly and catch the assassin.

She used her magic to blast Bunnie away from her.

“Oh damn it! How are suppose to get answers from her now?” Amy asked in annoyance as she saw assassin go splat.

“So what I miss?” Asked a small Asphyxious looking up at everyone. “And put some underwear on Sunset.” Sounding more like a teacher that not happy about that one of the students forgot their homework.

Sunset conjured a pair of panties. “Be quiet, a friend of mine just died and we lost the assassin.”

“And was one of Celestia’s secret assassin attack dogs.” Rouge said glaring at where the assassin took her life. “We could use to get the griffons to help us even more.” She said.

“I could talk to her with you want?” Asphyxious asked pointing down the cliff.

“Uh.. sugar. She is as dead as racoon on the highway.” Bunnie said.

“My sweet little bunny, have you forgotten what I am?” Asphyxious asked with snap of his fingers he returns to his normal size. “I’m going to have a word with this assassin.” He said teleporting down to the body.

The dead mare laid face down on the ground, blood making it’s way under her and staining her cloak. First thing Asphyxious did was cover the body with the mare’s cloak before casting his magic as runes appeared around it.

“Rise and speak your part, I wish to know what was in your heart.” Asphyxious asked as the soul of the assassin raised from the body. “Can you hear me?”

“What… Where am I? Who are you…?”

“I am a friend, my name is Asphy. I wanted to ask why you killed that griffon and how you could use magic.” Asphyxious asked in a soft and calm tone.

“No… No, I should… No… Oh god, what’s happening!?” She started to panic.

“Calm down there no need to fear, I’m not going to harm you. I just want to understand.” Asphyxious said trying to calm her down. “Everything will be alright, just calm down and talk to me.”

“No… I swore I wouldn’t… Why am I talking to you!? I should be dead if the griffon is dead!”

“You are.” Asphyxious said sadly. “I’m using a spell to talk with your soul right now. But if you want I can give you the power to say goodbye to someone you care about. Once that happens you’ll pass on.”

“Is he okay…?” Sunset asked.

“I… I should be in tartarus… Just let me pay for my crimes… I’m not going to add treason to the list.”

“Uh ghost pony. You are already dead. So what you got left to lose by spitting the beans?” Rouge asked the ghost. “So spit before I unleash my wrath on you for hurting my sister.” She added with venom.

“I’m not asking for you tell me how they did it only what they did. I will not let these secrets leave my lips.” Asphyxious said as he moved closer to her. “Wouldn’t you like to say goodbye to someone? Someone you do anything to keep safe?”

“Yeah so tell us.” Bunnie said.

“I can’t… She’s better off without me…”

“Tell her you love her, and say your goodbyes.” Asphyxious said smiling sadly at her then casted a spell. “Go…”

“Wh-what?” She didn’t understand.

“Can you a least tell us your name and why you kill that griffon?” Amy asked.

“What is your name and why did you kill the griffon, at least answer me this for the gift I have given you.” Asphyxious asked.

“My name’s… Slain Fangg…” She said. “And I was ordered by Celestia to… To off her, then self terminate...”

“Thank you Slain Fangg, Now hurry the magic that keeping you here will only last a day. Go and say goodbye to the ones you love. Nothing will block your path and nothing will slow you down.” Asphyxious said pointing out for her to go.

She seemed confused, before she wisped off. Asphyxious sighed as he looked back at the body. He then started to egzamen the remains.

“I know she killed my friend and all, but you shouldn’t be doing that.” Sunset said pointedly.

“I need to know how they did it. I’m just hoping it not what I think it is…” Asphyxious said as he took a knife and cut into an old scar. “Well… looks like my fears are true.” He said removing a bone, but the shocking part was it was infused with a Unicorn horn. “I wouldn’t be shocked if there rest of her body has more bones like this inside of her.” Asphyxious then casted hellfire on the body setting it on fire.

“Oh buck…” Sunset shuddered.

“Ce-Celestia is sick for letting this happen to a pony.” Trixie said while trying not to throw up.

“Why’d you set it on fire!?” Sunset yelled. “She deserves a burial!”

“I’m giving her one. This way no one can call on her soul again and she can rest in peace once she said her goodbyes.” Asphyxious said watching the body burn.

Sunset glared at Asphyxious. “This isn’t a burial, it’s a mockery!”

“I’ve watched hundred die! Don’t talk about mockey to me! What about all the lost souls in war does anyone care about them?!” Asphyxious roared back. “Besides, You can still bury her.”

“After burning her!?” Sunset doused the flames.

“What matters more, the body or the soul?” Asphyxious asked.

“What matters is respecting the dead. We don’t burn our dead.” Sunset snarled.

“We can talk about this later. Right now someone needs to rally the griffons together. Your friend’s death is more proof of how evil Celestia really is.” Amy said to Sunset.

“Pika.” Pikachu said in agreement.

“I’ll do it.” Sunset said. “You guys get back to the hotel, I’ll see you later…” Sunset shot Asphyxious another glare before storming off.

“Ok I need head back to the hotel and wait for Peridot to wake up.” Rouge said as she fly back to the hotel.

“Rouge really cares about her sister that much.” Bunnie said as she walk back. “Are you coming Asphyxious?” She asked the lich.

“Yes… I need to think… Will you be by my side?” Asphyxious asked looking at Bunnie sadly.

“Sure.” Bunnie said as she takes off her hat and specks to it. “Howdy y’all this is Bunnie Rabbot. If you need help in a fight or for a talk just put this hat on and I will hop on in.” She said as she throw her hat into the void which made copies before she gets her hat back.

“I always wondered… How do we use the void to make tokens if we know nothing about it.” Asphyxious said as a copy of Bunnie hat fell into his hand.

“I had read enough displace fanfics to know how to make a token sugar. Now come on. Time for another round of cowgirl style.” Bunnie said as she walks. Asphyxious smiled as he put her token on his head and join her.

“Yes ma’am.” He said trying to sound like Big Mac.

“I guess I will be back at the pool to get some sun.” Amy said as she head back to the hotel’s pool.

When Sunset was sure she was alone, she pulled out a sphere with the image of a light purple Unicorn mare.

“Starlight, I found the test subject. Who knew Celestia would use her as a suicide assassin?” Sunset said.

“Wait, you mean the pegasus with magic?” Starlight asked. “Are you serious?”

“Yes, I need you to bring the body to your place and put it in stasis until we can work on it.”

“You aren’t gonna… Bring that Necromancer, are you?” Starlight shivered.

“I am. Just hurry up, this one is going to be useful.” Sunset stated. “I’ll see you later.”

“See you later, sis.”

“Don’t call me that…” Sunset growled, before turning the sphere off.

“Pikachu?” Pikachu asked Sunset walk to Sunset with two apples which he offers one.

“Thanks.” Sunset said, taking it. “This won’t take long.”

“Pika.” Pikachu nodded as he eats his apple.

“Bwa!” Peridot yelped after reforming. “That clod stabbed me!”

“Don’t worry about it sis. The bitch killed herself.” Rouge said smiling to Peridot while the two was in Trixie’s and Peridot’s hotel room. “I am so glad you are okay.” She added with a tear to her face.

“Sister, don’t tear up. My gem’s fine, I’m fine.” Peridot said, hugging Rouge. “I’ll be more careful…”

“I know sis, I know. I just worry.” Rouge said hugging Peridot back.

“YEHAAA!!” Bunnie’s voice came through the walls.

“Observation: Moment was ruined…” Peridot said.

“Yeah Texas style ruined.” Rouge said in a deadpan. “I wonder how Sunset is doing with those griffons so far.” She said to herself.

“We’ll see. Sister, I have a question… What are they doing?” Peridot asked.

“Having sex maybe.” Rouge said with a shrug.”Anyway let’s go get something to eat.” She added she head for the door.

“Okay…” Peridot said, getting up.

“So how’s it go Sunset?” Amy asked Sunset while still blushing from walking in on the room Bunnie and Asphyxious sex time.

“It was okay. Many of them agreed to join. Another griffon named Gilda decided to become the new ‘Griffon General’.” Sunset said, leaning back while she petted Pikachu. “That’s how I put it…”

“Gilda? That’s Rainbow's ex-friend.” Rouge said with a smirk. “Wonder how she will react when she see Rainbow as a bimbo like the of the other bearers.” She mused.

“I think she will both blush and laugh her ass off.” Bunnie said giggling.

“Maybe both.” Asphyxious said with his arm around Bunnie. “As much fan as it been I think I should be heading home.”

“Ok sugar lich. If we need anything we will call you or you could call me for some fun.” Bunnie said as she blows a kiss to the Lich.

“And if you come across a displace Sonic let me know.” Amy said smiling.

“I’ll let you know, no guarantee he’ll call.” Asphyxious said rubbing his head feeling a little bad for her for what could happen to the displaced hedgehog if things don’t go as she planed.

“So Asphyxious our contract is complete. See you next time.” Rouge said with a wave.

“Stay out of trouble girls. Hope to see you again.” Asphyxious said as he walks into the portal as it closed.

“With displaces luck trouble will find us.” Bunnie said with sigh as she turn to look at Sunset. “So what our next step?” She asked Sunset.

“Well… Gilda’s grandfather said he was gonna give us a boat. I have some business in a place called Our Town.” Sunset said.

“Isn’t that where the cutie mark hating equality cult is at?” Amy asked.

“What are you worried about Amy? Sunset and Trixie are the only ones out of all of us has a cutie mark.” Rouge said to Amy.

“I met Starlight two years ago, and it seems their leader and I have some things in common.” Sunset said. “We’ll be there for a day, then go home. After that, we’ll wait a week and then our allies will meet us at the castle of two sisters.”

At that moment Bunnie ears flick up and she smiles. “Hehe. That cheeky sugar lich.” Bunnie said smiling as she jump in a rabbit hole that opened up next to her. She comes back 10 minutes later with a goofy smile on her face.

“Anyway. When to we leave to Our Town?” Amy asked Sunset.

“Tomorrow.” Sunset stated.

“So let’s rest up before we set sail.” Rouge said as she moved closer to Sunset while she saw Bunnie telling Amy something that made her face burning red.

“Sure.” Sunset nodded.

Meanwhile not far from the train. A busty slutty looking DJ was walking along the train tracks.

“Like I hope I can find the nearest. My hoofs hurt and I totally need somepony to totally buck my brains out. But like where to find somepony?” The bimbo Vinyl say to herself just as she gets hit on the back of her head by a Meowth that was falling from the sky.

“Ow! My head! First blast off in this weird world. What could be worse?” Meowth asked himself just as he got tapped on the shoulder by Vinyl. When he turn around he back away in fear at the sight on a mare who’s eyes are glazed over with lust looks at him.

“Hi there. Like want to buck?” Was all Vinyl could asked before Meowth start running away as Vinyl chase him into the sunset.

To be continue.

Author's Note

This was a crossover with ShadowsInTheDark. https://www.fimfiction.net/user/ShadowsInTheDark

Chapter 5

(Ponyville)

“Ugh. What happen?” Rainbow said herself as she wake up in the middle of the floor of Twilight’s home. With all of her friends laying around naked and asleep. She could also swear that their breasts was a little bigger then normal. She then walk to the mirror in the bathroom to see that her breasts was bigger than last time she was normal. But she fail notice her hair was a little longer and lighter than normal.

“What the buck happen?” She asked in annoyance of not being able to remember as she went to wake up Twilight. “Hey Egghead. Wake up.” She said tapping on Twilight’s shoulder.

“Ugh…” Twilight opened her eyes. “My loins hurt…”

“Yours too?” Rainbow asked as she help Twilight from the floor. “What happen to us Twi?” She asked waving her left hand to where their sleeping friends are laying down naked.

“I think we had sex… Again…” Twilight groaned.

“And look like all of us had sex this time.” Rainbow said as she notice Applejack was coming too. “Too bad I still can’t remember a thing from it.” She added sadly as she help Applejack up.

“You want to?” Twilight asked as she put on her clothes.

“Uh... I am not sure if I want to. It might make me black out from being turn on like last time.” Rainbow said not sure of herself as the others wakes up. Which she see Fluttershy blush a little.

“Don’t get aroused!” Twilight shouted.

“Okay okay geez. But it going to be hard for me not get aroused from the smell of sex in the room along with everypony being naked.” Rainbow said putting her left hand up to defend herself while pointing her right hand at Pinkie who was playing with her breasts.

“Hehe. They are big and bouncy.” Pinkie said happily.

“Crap… She’s aroused…” Twilight groaned. “Find a separate room to get dressed. We lost two days, Rainbow didn’t even have any control at all. I’ll look for a spell to quell these urges, make it harder for us to get aroused.”

“You got it h-Twi.” Rainbow said as left the room follow by Fluttershy who didn’t realize she touch Rarity’s pussy as she went pass her.

Rarity yelped. “Fluttershy!”

“Ye-Yes Hot Rares?” Fluttershy said to Rarity as she didn’t realize she wink an eye while hand right was grabbing onto her right breasts.

“Fluttershy!” Applejack restrained Fluttershy. “Yer not yourself, sugarcube!”

“W-what do you mean?” Fluttershy whimpered as she asked, her ass and breasts begin to expand.

“Yer gettin’ aroused hun.

“I-I can’t help it. I-I feel my loins is heating up.” Fluttershy said as her hair was getting longer and lighter while her expanding ass press against Applejack’s pussy.

“Hehe. Like it’s totally fun to be aroused.” Pinkie said as she became a bimbo again just a few seconds ago. Applejack started getting aroused.

“Oh dear…” Rarity groaned, backing up out of the room. “Rainbow, Twilight, let’s get out of here!”

“I am already out side and dress Rarity.” Rainbow said from outside of the room.

“Then don’t come in here!” Rarity ran.

“What about Twi and the others?” Rainbow asked Rarity confused as she follow her.

“Twilight wasn’t there. I think she left.” Rarity said. “I need to check on Sweetie… I hope she’s okay…”

“Like looking for me big sis?” A bimbo Sweetie Belle asked while standing by the door to her and Rarity’s home.

“Fuck…” Rarity grumbled.

Scootaloo walked by. “Uh… What’s wrong with Sweetie…?”

“I think that batgirl got her with that bimbo gun of hers Scoots.” Rainbow said to Scootaloo while doing her best not to look at Sweetie Belle.

“But like not just Sweet cheeks but totally me as well.” Said the bimbo Applebloom as she walk up to them in a sexy way.

“Uh… Applebloom too?” Scootaloo asked, tilting her head. “What’s a bimbo anyway?”

“Bimbo is...well some mare with a very hot body but not very smart and is very…” Rainbow said looking at Rarity for help.

“Open…” Rarity said. “Have your parents told you about the bees and… Honey Pot?”

“Nah… They’re always away on business.” Scootaloo said.

“Like we be totally happy to tell Scoots.” Both Applebloom and Sweetie Belle said grinning.

Rarity used her magic to drag Sweetie Belle inside. “Nope.” After a bit she came back to do the same with Aplebloom. When she came back, she sighed. “I locked Sweetie in her room and Applebloom in the guest one. They’re asleep already.”

“What’s going on?” Scootaloo asked.

“Nothing Scoots. They are just not thinking right now. But don’t worry they will be back to normal before you know it.” Rainbow said giving Scootaloo her trademark smirk in order to comfort the filly. She then turned to Rarity. “So where do you think Twilight had gotten off to?” She asked.

“I’d go to Canterlot. There aren’t any other libraries.” Rarity stated.

“I guess that make sense. She is an Egghead after all.” Rainbow chuckled at the joke.

“You and I need to handle this.” Rarity whispered. “We’re a threat to Ponyville, to each other. If Sweetie or Applebloom get out, who knows what kids they’ll traumatize, or what they’d get abused with. Spike and Scootaloo may be in danger. We either need to move the ‘clean’ ones to a different location, or move ourselves to a different location.”

“I think Diamond Tiara and Silver Spoon would be their first targets. But anyway. Where would we go that doesn’t have ponies living there if we get you know what?” Rainbow whispered back her question to Rarity while looking worried. “And on top of that I am the most affected one out of all of us.” She added.

“Maybe we should use the library for us six. I’ll ask Granny Smith and Big Mac if they’ll take care of Spike. We’ll keep the girls here.” Rarity suggested hushedly. “We’re going to have to be careful. You think you could look after my place while I go ask the Apple’s if they could take Spike?”

“Sure thing Rarity, but after you get dressed.” Rainbow said looking away while pointing to Rarity’s still naked body which some ponies that walking by was sharing at her.

“Eep!” Rarity ran inside.

Scootaloo burst into laughter.

“I am surprise she hadn’t felt the cold winds blowing on her.” Rainbow said laughing herself as well while giving Scootaloo a fist bump.

“Maybe that’s because it’s summer?” Scootaloo laughed. “So Dash, wanna hang out?”

“Sure Scoots. You could help me keep an eye on Rarity’s place while she over at Applejack’s.” Rainbow said while messing with Scootaloo’s hair playfully.

Scootaloo grinned as her wings fluttered.

Meanwhile with Rouge and the others, they had arrived at Our Town after a both long boat ride and walking the rest of the way.

“Finally we had may it to this Equality cult town.” Amy said as she wipe some sweat off her forehead.

“Welcome!” One of the ponies said, grinning creepily. Sunset walked by without looking at anypony as she walked to the farthest house.

“And here are the brainwashed cultists.” Bunnie whispered to Amy as she wave to the town ponies while they follow Sunset.

“So I take it Starlight Glimmer is a friend of yours?” Rouge asked Sunset while keeping close to her and Peridot.

“Friend is a bold claim…” Sunset grumbled. “Starlight’s a means to an end. And that end is power.”

“Trixie finds theses ponies very creepily.” Trixie said as one of the town ponies said hello to her.

“So you are having Starlight help us with her brainwashing magic?” Amy asked as she said no to a unicorn mare that was offering a muffin that looked bad.

“I’m also using the ponies. They build secret weapon shelters around Equestria.” Sunset explained. “They’re also useful as a hiding place. And when the time comes, a form of soldiers.”

“That’s mighty cool thing to have done sugar.” Bunnie said smiling as they reach Starlight’s place.

Starlight came out of her house in a rush, with Double Diamond behind her. She brushed herself off quickly and placed her hands behind her back in a semi-professional manner. She cleared her throat before speaking.

“Welcome you Our Town! It’s g-good to see you again si- Sunset Shimmer!” Starlight said awkwardly.

“Likewise Glimmer.” Sunset said, crossing her arms.
“Pika?” Pikachu said looking confused at Sunset’s mood to Starlight.

“Looks like Sunset doesn’t want any funny business from Starlight.” Rouge whispered to Peridot.

“We prepared a house for your visit, and… The thing is here...” Starlight said, using her eyes to suggest whatever it was, it was in her house.

“Thank you Glimmer. We’ll meet at your place for dinner.” Sunset said, walking towards where Party Favor was. “Take me to the guest house.” Party Favor did so. “Do whatever you want girls!”

“Ok.” Bunnie said just as she feel someone is summoning her. “Be right back.” She said as she jump in a rabbit hole that just appeared.

“Ok everyone. Let’s have a look around until Sunset is done.” Rouge said as everyone wander off in the town.

“You can stay with me if you want Trixie.” Peridot said.

“Trixie will be happy to stay with you mistress.” Trixie said as she hugs Peridot.

“If only that Sonic hugging me.” Amy said with a sigh.

“Really Amy? You’re that obsessed with that hedgehog?” Peridot asked.

“Well I became obsessed with him when I got displaced.” Amy answered before looking up with a far away look to her face.

“Pika.” Pikachu said while looking at Amy with a sweat drop on his head.

“Is there… Anything you need?” Starlight asked nervously.

“Hmm.. Do you have any new ponies being equalised? I would like to see that through a window.” Rouge asked.

“You… Want what?” Starlight was surprised.

“To see somepony being equalised. You know their cutie mark being taken and replaced by an equal mark and being slowly brainwashed into accepting equally. I would like to see that through a window of a building.” Rouge said smiling. “It’s something to do to pass the time.” She added.

“Oh… Okay. We were about to accept a mare into our order anyway.” Starlight said. “Double Diamond, bring the mare to my house, I’ll go get the Staff of Sameness.”

“Okay, she’ll be inside by the time you return!” Double Diamond said.

“While we will be outside of the house to watch from a window.” Rouge said as the group heads to Starlight’s house.

“Let me go!” Yelled a golden yellow earth pony mare with orange colour mane and tail as she struggles in Double Diamond’s grip.

“Don’t worry, this is how we greet new friends!” Double said, finally getting her inside and slammed the door from the outside. Starlight was inside, holding the Staff of Sameness in her hands.

“Hello Amber Auburn, and how are you this fine morning?” Starlight asked calmly.

“I was perfectly fine until you lot had kidnapped me as I was passing by this town. Not only that you are planning on making me a member of your silly cult.” Amber said with venom as she glare at Starlight.

“That’s hurtful. We’re not a cult, we just dislike Cutie Marks.” Starlight said, playing with the staff. “I can let you join willingly, or we can do this the hard way.” Starlight started circling Amber.

“You mad lot may hate Cutie Marks but I love my Cutie Mark like any other normal pony would.” Amber said still glaring and keeping her eyes on Starlight.

“What’s the fun in being that kind of normal? Your cutie mark sets you apart from others, alienating you from each other.” Starlight said. “Sure my system isn’t perfect, but it’s better than the alternative.”

“Having a different Cutie Mark is apart of a pony’s nature and what your cult is doing is a crime against that nature.” Amber argued back.

“Our nature? Our ancestors thought it was best to fight, that it was in our nature to fight one another. Because of their race, they wouldn’t befriend each other. Back then it was whether you had a horn, wings or neither. I’m not going to argue whether I’m right or not. Easy or hard?”

“How about you kiss my flank?” Amber said as she try to open the door.

“Hard it is then.” Starlight said, using her magic to freeze Amber in place and drag her closer. “You’ve forced my hand… I’m going to have to break you, aren’t I?”

“Let me go you insane bitch!” Amber yelled trying to get out of Starlight’s magical grip.

“You see? You have a Cutie mark and I don’t, so you call me names… You know, I was a blank flank for a lot of my childhood, and the kids at the orphanage would call me a blank flanked bitch. I had no friends, until I met a colt. He left me too after he found out his special talent.” Starlight said, rubbing her chin. “I don’t do this often, but I have guests that want to see this quickly.”

“So you started this dumb cult over some colt leaving you for his special talent. That a pretty dumb reason to hate cutie marks.” Amber said with a deadpan look to her face.

“No… I had no cutie mark, and everyone made fun of me. When I got mine, I was an outcast even more than before. So many expectations, so many… Demented foals using your lack of self esteem to make you their victim, so many ponies who criticize you… It isn’t just magic, oh no. Some of us have the misfortune to have bad luck as our cutie mark, or something like being a janitor. These are just a few ponies I met in my travels.” Starlight slipped Amber’s pants off. “I was forced into seclusion to train with magic, and when I wasn’t doing that I was being abused by children who had theirs. So no, I didn’t make this cult because of a colt. I forgot him long ago…”

“So it was because of some dumb kids that didn’t know any better and get me back my pants.” Amber said blushing about pants being taken from her.

“What’s the problem…?” Starlight asked, pulling Amber’s panties off. “I’m just an adult that doesn’t know better~ Oh, you have a nice flower.”

“More like an adult with a bad childhood and get me back my panties and pants!” Amber demand blushing in embarrassment. “Plus I don’t swing that way.” She added.

Starlight licked Amber’s flank along her cutie mark. “But Amber, you said you wanted me to kiss your flank~” She then started trailing kisses along Amber’s flank.

“I didn’t mean it like that!” Amber gasped from the sudden wave of pleasure from being licked on her flank. “S-stop that.” She demanded.

“You chose the hard way…” Starlight said, playing with Amber’s slit as she pulled her into a hug. “Have you ever done this before~?”

“Only with a stallion.” Amber said blushing even harder from the hug.

“I want to bring you into my family Amber… That’s what this is, not a cult.” Starlight said. She then started kissing Amber’s neck, and slid her fingers into Amber’s pussy.

“Yours is filled with ponies you brainwashed into joining you and maybe you raped them too.” Amber said as she moaned from the fingering she is getting.

“I’m only doing this to demonstrate to a benefactor. I would’ve taken it slower had it not’ve been my sister's friends.” Starlight said, pumping her fingers into Amber as her free hand pointed to the window.

“D-don’t look at me you whatever you are perverts!” Amber shouted as she moans.

“This is…” Peridot couldn’t continue.

“The fun bedtime without the bed.” Rouge said grinning from the pony’s embarrassment.

“Trixie find this only a little hot.” Trixie said while making sure no one is seeing her finger herself while watching.

“Stop this!” Amber yelled as she moaned from pleasure.

Starlight kissed Amber on the lips passionately.

“Cut it out.” Amber tried to say after being kissed by Starlight.

“You wanted the hard way.” Starlight teased, going faster.

“I-I didn’t want any of this. I just want to go home.” Amber said starting to whimper and moan from the pleasure that was coming faster than it was before.

“Do you have friends and family?” Starlight asked, using her magic to squeeze Amber’s clint.

“Yes I do back in my hometown that I was heading back to before you kidnapped me.” Amber said as she gave a louder moan.

“You’ll see them again, I promise.” Starlight said, her fingers speeding up even more as she added magic into Amber.

“When?” Amber asked as she feel the lust taking over.

“At most, a month. I can bring them here, where we can all be happy?” Starlight said, using her free hand, she went under Amber’s shirt and bra to grab Amber’s breast. “You’re in Our Town after all… And everypony here is mine.”

“No. I-I don’t want them to fall for the same fate as me.” Amber said trying to resist the lust that is slowly taking her over.

“Don’t worry, I won’t touch them like I do you~” Starlight cooed, adding another finger.

“Even s-so I-I d-don’t want them to co-come here.” Amber said as her resistances is getting weaker and weaker.

“Just take her cutie mark already.” Amy said from outside.

“They don’t need to then. You can go to them in a month's time.” Starlight said. Amber’s cutie mark started to fade.

“We-well, I suppose a month wouldn’t be so bad I-I guess.” Amber said as her eyes started turn into black and white swirls as colours dulled while her hair and tail started to shift while her mark fades even more.

Starlight stopped pumping into Amber. “Want me to finish? Or would you want someone else to?”

“N-no you can fi-finish me. I am cl-close.” Amber said panting as her tail was now flat, short and straight, her hair is flat and straight on the back with two bits of her forehead like everypony else’s hair is. Her cutie mark was almost gone with the equal mark slowly appearing while a small smile appeared on her face as the swirls spin faster in her eyes.

Starlight rose Amber’s legs, making it so her legs were raised and her head was laying on Starlight’s lap. The mage the started licking Amber’s pussy. “You’re beautiful~ Has anyone ever told you that~?”

“So-some of my friends have told me once th-thanks.” Amber said as moans louder as her cutie mark is complete gone and her equal mark is almost there. Her smile is only half as big as the rest towns ponies is while her swirling eyes spins faster as her resistance is almost gone.

Starlight sped up, caressing Amber up and down her body.

“St-Starlight. I-I’m go-going to.” Was all Amber could say before she cums on Starlight as her equal mark is now fully appeared and her smile is now as big as everypony else’s.

Starlight let go of her magic hold on Amber and helped her up. “Please put your clothes on, Amber, and go out to meet the town. If you need anything, ask Double Diamond, Party Favor or myself.” Starlight said, kissing Amber’s cheek.

“Oh I will and thanks for having me join your family.” Amber said as the swirls in her eyes are gone as she got dress as she is now a fully brainwashed pony.

“So this Starlight equalised ponies with sex. Kinky.” Rouge said as she see Amber stepping out of Starlight’s house.

“I only do that when only one pony arrives.” Starlight said. “There, you gotta see it.”

“Nice stuff. You might be able to do it with more than one if I use my bimbo gun on the mares.” Rouge said smiling at Starlight.

“Sunset told me about that. It wouldn’t work. I’ve got other ways, but that’s how I want to greet my family.” Starlight said. “Not you girls though, Sunset was specific I shouldn’t touch any of you.”

“That’s fine with us. I am saving myself for a blue hedgehog.” Amy said smiling.

“And speaking of Sunset I wonder what she doing right now.” Rouge said to herself.

“Go down until you reach the last shack, the one on the right is your guys’.” Starlight said.

“Thank you Starlight. Let’s go guys.” Rouge said as the group head to where Starlight said Sunset would be at.

Once they got there, they saw Sunset sitting in a red lawn chair, sunglasses on her face.

“Enjoying the sun Sunset?” Amy asked as the other found some lawn chairs nearby to sit on.

“Almost sunset.” Sunset joked. “Man… I hoped I’d never come back here…”

“Why is that?” Trixie asked Sunset confused.

“Do you have something against Starlight or something?” Rouge asked.

“Pika.” Pikachu said as he rub himself on Sunset.

“Starlight’s my half sister.” Sunset said. “In my spare time, I looked into my adoption. Apparently this stallion who raped our mothers was the same guy. Only difference is her mom wanted her.”

“Oh. So did you ever find that guy?” Amy asked surprise about that bit news on Sunset and Starlight.

“Yeah does he have a name?” Rouge asked just as surprised.

“Night Light, and yes, I found him. He won’t be touching any mare ever again.” Sunset said darkly.

“Ooooh. Did you cut his hands off or his dick?” Amy asked grinning darkly.

“Both…” Sunset replied.

“Serve the bastard right for not keeping it in pants.” Amy said grinning before Rouge went wide eyed.

“Hold on. Isn’t Night Light the father of Twilight Sparkle and Shining Armour?” Rouge asked Sunset shocked.

“... Twi-Twilight’s f-father…?” Sunset croaked.

“If that’s the case. Then that means that Twilight is….” Amy said letting Sunset finish the sentence.

“My half sister…” Sunset said, barely in a whisper.

“And you relate to royalty.” Rouge said now grinning. “Do you know what this means?” She asked Sunset.

“N-not really…” Sunset said, clearing her throat.

“It means we could use Twilight’s father’s past against Twilight to ruin her, her family and Celestia or we could use this to Twilight on to our side.” Rouge suggested. “After all sisters gotta stick together.” She added.

“I think that sounds good because I am betting Night Light’s wife and kids don’t know he is a rapist.” Amy said while giving Pikachu a ear scratch.

“I suppose… This is just… A bit much to handle.” Sunset said.

“That is understandable. But this is a window we could use to ruined or get one of the bearers to join us. Plus I think we could use the plunder vines to help on this.” Rouge said grinning evilly.

“I can imagine the look on Twilight’s face when she finds out her own father is a two bit rapist.” Amy said giggling

Sunset smiled. “I think Twilight’s breaking… With the bimbo guns affects, her relationship with her friends most likely falling apart, and this information, all we’d need to do is weaken her faith of Celestia and she’ll be eating out of our hands.” Sunset’s smile turned into a wicked grin. “And I know how to do that…”

“Oh. What’s the plan? Because any plan that ruins Celestia is a good plan.” Rouge asked Sunset sounding a little excited.

“Ever hear about the Crystal Empire?” Sunset asked. “I’ve heard there was a door that shows you what you most fear. If I can find it, I’ll be able to alter the spell and make it show things that aren’t there… When Twilight goes to meet the Princess, she’s going to… See things that aren’t there.”

“Things that will make Twilight hate Celestia?” Amy asked while still giving Pikachu an ear scratch.

“So I am guessing the Crystal Empire is our next stop after whatever we came to this town for.” Rouge said while thinking about how much gems and crystals she could steal.

“Pika.” Pikachu said as he purred from the ear scratch.

“Yes… I suppose it’s possible to dethrone Cadence and Shining Armor.” Sunset said. “I’ll tell Starlight. What do you guys think of this place?”

“It’s a nice place if you don’t mind the creepy smile and the same cutie mark everypony has here.” Trixie said as Amy and Rouge nods in agreement.

“It’s kind of desolate…” Peridot remarked.

“I bet Fluttershy would love it here.” Amy said.

“I’m getting hungry. Let’s head over to Starlight’s place and grab a bite to eat.” Sunset said, standing up out of her chair.

“Ok. I just hope Starlight’s cooking taste better than the town ponies food.” Rouge said as the group head to Starlight’s place to eat.

It was only the Displaced, Sunset, Starlight, Sugar Belle and Night Glider who ate dinner at Starlight’s house. The food wasn’t cooked at all, most of it was berries, vegetables, and other uncooked foods.

“So, whose magic is stronger? Sunset or Starlight’s?” Peridot suddenly asked.

“Don’t know. Those two do have the same birth father so it hard to say.” Rouge said not sure of the answer.

“Well I say they are as equal as strong as each other and the rest of us unicorns of this town.” Sugar Belle said smiling.

“Yes, and Sunset’s Celestia’s personal student. She’s obviously stronger than I am.” Starlight said.

“What do you do here Starlight?” Peridot asked. “Not really equal to act as the mayor of a town.”

“Unfortunately I am the only one who knows how to use the Staff of Sameness, I don’t act as the town's leader though.” Starlight said, slightly nervous.

“You could alway teach one or all us in town to use it.” Night Glider said as Sugar Belle nodded in agreement.

“Doesn’t work like that.” Sunset started. “Her Cutie Mark was absorbed into it, making it so only she could use it.” She lied.

“Oh. That’s a shame. We could of use it to spread equality all over Equestria without needing to wait for ponies to come to our lovely town.” Sugar Belle said sadly with Night Glider just as sad.

“I’m planning to help that.” Sunset said. “Once Celestia is shown the error of her ways, she’ll make it a law to have our Cutie Marks removed. Once that’s done, Starlight can relinquish her power.”

“Really?” Both Night Glider and Sugar Belle said hopefully.

“That is very creepy.” Amy said moving her chair away a bit.

“Pika.” Pikachu said in agreement.

“Why are you two so excited?” Sunset asked.

“It because it’s a chance to bring perfect harmony to Equestria--” Sugar Belle said one part of the answer.

“--and it will make Starlight happy.” While Night Glider said the other part.

“We are willing to do anything to please Starlight even if that mean we go to other towns and ponies to come and join our perfect town.” Sugar Belle said.

Peridot leaned close to her sister. “I’m sensing an attraction…”

“That is because we both love Starlight just as much as the rest of the town.” Night Glider said.

“Moving on. So how are we going to get to the Crystal Empire Sunset?” Rouge asked Sunset.

“I’ve accommodated a train for you to take.” Starlight said. “You can take it in the morning. Night Glider, Sugar Belle and I will be joining you.”

“That’s unnecessary, Starlight. We can go to the Crystal Empire by ourselves.” Sunset said, not wanting Starlight to come.

“Nonsense. I know how to use a train and you don’t.” Starlight said, smirking as she placed her legs on the table. “I’ll be an asset, and so will Sugar Belle and Night Glider.”

“It’s true. We could help get more ponies to help you all by having join equality.” Sugar Belle said smiling at the idea.

“Plus Starlight could get the Prince and Princess of the Crystal Empire to help as well.” Night Glider suggested.

Sunset groaned, but got an idea. “I don’t think my associates would like that. You see, they have this thing against… Uh… Too many ponies in the group… Yeah...”

“Ok. If you change your mind let us know before you leave.” Night Glider said not losing her smile.

“That was easy. So where do we leave?” Amy asked Sunset just as Bunnie came out a rabbit hole.

“I am back. So what I miss?” Bunnie asked.

“Nothing much just Amy asking Sunset on when are we going to the Crystal Empire.” Rouge said as Bunnie nodded.

“We leave tomorrow.” Sunset said, arms crossed.

“Great. I need a rest with all the love making I had with Sugarlich and the rest of his mares.” Bunnie said with a goofy smile.

“You tell any more of that love making and I will pay that Pervy Lich a visit and pound him with my hammer.” Amy said with an annoyed blush.

“That reminds me…” Peridot trailed off, looking at Rouge. “We never did that thing.”

“We can do that tonight.” Rouge said with a blush.

Starlight cleared her throat as Sunset prepared the train. “You should let us come.”

“Nope, going in a crowd is one sure way to get caught.” Sunset remarked quickly.

“You need me, I can equalize any threats. You told me the bimbo gun only changes females, I can change both and at the very least weaken them.” Starlight said seriously. “Plus, my magic in invaluable. I know for a fact you focus on black magic and the dark arts, I’m more diverse. I even know how to fly like a Pegasus and slow time, I can help.”

“I say let Starlight come but leave Sugar Belle and Night Glider behind. Have them go to a town to bring ponies to join Our Town or something.” Rouge suggested.

“Yeah we need as many powerful magic users we can get in our small group.” Bunnie said.

“We’ve got Rouge’s bimbo gun!” Sunset shouted.

“We can’t solve all our problems by shooting them. And besides, do you want to rule a world of bimboes?” Peridot said from her perch.

“Well ruling over dumb bimboes and males that will be too busy rutting them will be easy.” Rouge said.

“Maybe Starlight can stay in the train if things go south for us.” Amy Suggested.

“Fine, we’ll take her.” Sunset grumbled as she hopped on the train. Starlight smirked.

“Okay. Let me go tell the girls.” Starlight stated, before walking off.

“So once we get there. How are you going to get the thing you need to get Twilight see things that are not real?” Amy asked Sunset as she sat on one of the seats in the train.

“Simple, I’ll sneak in with Rouge and snatch it. I read a lot about how to get to it. Shouldn’t be difficult. Only thing I need is true hatred and magic to open the pathway, meaning most likely it hasn’t been touched since Spike saved the Crystal Empire.” Sunset said.

“Good for us and bad for them.” Rouge said while sitting next to Sunset.

“Do you need the rest us to keep the guards busy or have wander around the Empire?” Bunnie asked while also taking her seat.

“Both. Just keep the guards away from the palace.” Sunset said.

“Trixie can do that.” Trixie said with a grin and rubbing her hands together.

“Oh I can keep them away alright.” Amy said with evil look in her eyes.

“Good. So, it’s settled. Rouge and I’ll hit the palace, while the rest of you distract those morons.” Sunset said. “Don’t kill anyone though, I have a plan…”

“Would sending those peabrain morons to the hospital be ok?” Bunnie asked smirking.

“Sure, go ahead. But I think I have a way to get the Empire to help us.” Sunset smirked.

“The Crystal Heart?” Rouge asked.

“Yes…” Sunset smirked. “I’d hate for it to go missing…”
“That or get hit by a bimbo gun.” Rouge smirked back. “I would love to keep that crystal heart for myself.” She added.

“I don’t know what would happen if the Crystal Heart get shot at with the bimbo gun.” Amy said as she feel a chill down her spine.

“Sure, shoot it.” Sunset said. “I don’t care.”

“Ok. So where is Starlight? We this train going.” Rouge asked.

“She just went to tell the others were she’s going.” Sunset said exhaustedly.

“So let’s play cards until then.” Bunnie said as she gets out her deck of cards.

(Crystal Empire)

“So pretty.” Rouge said while looking at the Empire from just outside of the train with stars in eyes. “Do you think I could have this Empire once we take over Equestria?” She asked Sunset.

“Sure. I take Canterlot, so the Empire can be yours.” Sunset said calmly.

“Yay. You are the best Sunset.” Rouge said as she hugged Sunset happily.

“I guess I will have Ponyville.” Bunnie said while smiling at the idea.

“While I will have Manehatten. A girl got to have a version of the her home city.” Amy said as the group walked.

“Sure…” Sunset said. “What about you, Peridot?”

“Nah, I’m fine. Having a city or town would be hard for me.” Peridot replied.

“That’s why you will lackies doing some of the hard work for you.” Amy said to Peridot before turning to look at Sunset.

“I don’t see the point though.” Peridot muttered.

“Something up?” Sunset asked.

“Just wondering when do we start the grabbing the attention of guards?” Amy asked as she notice the crystal ponies are staying clear of the group.

“Soon.” Sunset pulled up her cloak’s hood and cast a spell that made her face become shrouded in darkness, with only two glowing gold orbs showing. “Head east of the empire and wait for smoke to rise. You’ll see.”

“You got it. Let’s go girls.” Bunnie said as she and the group head east of the empire while Rouge stay with Sunset.

“So what kind of fire do you have in mind?” Rouge asked Sunset while rubbing her hands together.

Sunset began to walk towards the palace. Thirty minutes later, she set three houses on fire with her magic. “The house kind...”

“Nice. Now shall get to the castle while the others keep the guards busy.” Rouge said as she took to the air a bit. “Because I want to get my hands on that Crystal Heart first before we rule Equestria.” She added grinning.

“Pika.” Pikachu said as he was still with the two.

Although Rouge couldn’t see, Sunset was grinning.

Just then notice four crystal guards are heading their way. Two of them are just so happen to be mares which put a evil smile on Rouge’s face as she got her Bimbo gun ready.

“Don’t Rouge… Get under my cloak.” Sunset ordered.

“Aw rats.” Rouge said disappointed as she went under Sunset’s cloak. “Would have been hot to watch.” She added.

“You can have fun under my cloak…” Sunset sighed. “Now hurry up.”

“Ok.” Rouge said as she shot the two mare guards from under the cloak. “Done.” She said.

“Rouge!” Sunset yelled. “What the hell did I tell you!?”

“You said I could have fun under your clock which I was in already.” Rouge said as she notice the bimbo guards are making out with the normal guards.

“I meant you could play with me if you wanted! I thought it could’ve been possible to get these ponies on our side!” Sunset hissed. “Plus, they’re here for the fire, not us… What were you thinking!?”

“Sorry.” Rouge said looking down. “I just wanted to at least shoot one or two guards.” She added as guards with rainclouds went pass by them.

“You shoot any woman who doesn’t work with us…” Sunset growled, then walked into an alleyway.

“I will save the gun for a last resort for the time being.” Rouge said as she put the gun away. “Can we get to the castle now?” She asked.

Wordlessly, Sunset teleported herself, Rouge and Pikachu into the palace.

“That works. So where in the castle are we?” Rouge asked while keeping an eye and ear out for guards.

“Second floor. We’re looking to see if anyone’s close… You know what? Go shoot Cadence, I’ll get the heart.” Sunset said.

“Are you sure?” Rouge asked Sunset unsure as get out her bimbo gun. “And how many times do you want me to shoot her with?” She asked.

“Ten.” Sunset said. “Full power.”

“Sweeeeet. A chance to supercharged my bimbo gun with all seven chaos emeralds. Plus ten times it must be my lucky day.” Rouge said giggling evilly as she flew up high. “Where do we meet after you are done with the heart and that door.” She asked.

“Just outside the Empire. And come here, there’s one more thing.” Sunset said.

“And what’s that?” Rouge asked Sunset as she got close to her. Sunset kissed Rouge on the lips briefly.

“If you only get Cadence and no more mares besides her,” Sunset winked as she used a spell on the Bimbo Gun. “I’ll do whatever you want for the next three nights~”

“Deal!” Rouge said shaking Sunset’s hand happily. “The next three nights are going to to be the best nights of your life.” She added with a wink.

“I hope not, there’s a lot more we could end up doing~” Sunset teased. “Meet ya there.”

“And I will catch you naked later.” Rouge said as she fly off to find Cadence.

Sunset sighed happily.

“Now if I were Cadence where would I be?” Rouge asked herself as she fly in the halls high enough so the guards won’t see her. As she rounded another corner she saw Shining Armour running out of from a pair huge doors. “Bingo. The Throne room.” She said as she fly in just before the doors closes. And right there sitting on a throne right below her was her prey Princess Cadence. “Bad time for the knight to leave his princess unprotected.” Rouge said as she took aim at Cadence with her bimbo gun.

“Please don’t…” Cadence said calmly. “I know you work for Sunset Shimmer… You don’t have to though, we can talk this out.”

“How do you know I work for Sunset?” Rouge asked confused but still aimed her gun at the princess of love. “If helping a hot mare like Sunset would lead to getting my revenge. Then I will do as I must.” She added as she quickly added the seven chaos emeralds to her gun.

“You misunderstand, Celestia didn’t imprison your sister!” Cadence said desperately. “My aunt wanted to help the Gems, but she was stopped. Celestia couldn’t tell me more, but she swears she never even met your sister. As for how I know, Celestia sent me a note with information she and Twilight gathered… Please, Sunset is using you, lying about things… How did you find your sister?”

“Oh really? Is that what your aunt told you and you believe her like the rest of her sheep that are her ponies? If she never met my sister then why did I find my sister and my two other friends gems cracked and trapped in a bubble right by Sunbutt’s old throne in the old castle in the Everfree Forest?” Rouge asked starting to get angry.

“By the time your sister arrived, Celestia had already moved to Canterlot after Nightmare Moon’s banishment… The bubbles were created by four beings of the same race. They called themselves the ‘Crystal Gems’.” Cadence said quickly. “P-please… My aunt and I had nothing to do with your sister…”

“LIES! And even if the Crystal Gems are here then they are my enemies too. And Sunset hasn’t been lying on she was mistreated by Celestia while her half sister was way more better because she is such a sheep.” Rouge yelled as she fired.

Cadence yelled in pain, before falling to her knees. “Sunset… Had a lust for power… You think… She’ll share that…? If you go down… This path, then… You’ll end up like… Sombra...”

“She well along with my sister and friends. After all she healed the cracks. And me ending up like that bastard Sombra? Yeah right. I am surprise you didn’t ask who was Sunset’s half sister.” Rouge said as she fried her bimbo gun at Cadence the second time. “Beside Sunbutt is getting for fucking with my sister and friends.” She added as she took a third shoot which made Cadence’s transformation to a mega bimbo a little quicker.

After seven more shots Cadence or Candy as she now call herself was sitting on the floor pleasuring herself for about ten minutes before Rouge ask her a question. “Now Candy. You wouldn’t mind if I took Crystal Heart would?” Rouge asked as Candy just stare at her confused.

“Like the what Heart? Like whatever you can totally have it.” Candy said smiling as she stands back up which made her K-cup breasts jiggle. “Like I am going to go totally rut Shiny, some guards and Twilight who is totally here right now.” She added as she walks to the door her ass and breasts jiggling all the way to the door which open to reveal Twilight.

“Cadence, wha-” Twilight cut herself off at seeing Rouge. “No… What are you doing here!?” She conjured a large purple seethrough buster sword in one hand.

“Just bruises here in the empire with Sunset and I think you need a hug. Wouldn’t you agree Candy?” Rouge asked Candy which she grab Twilight in a tight hug. Twilight used a sleeping spell on Candy, knocking her out.

“You bitch… You just can’t stop ruining my life!” Twilight’s eyes started to glow green as purple mist started appearing around them.

“Well that what you and Celestia get for hurting my sister. But I still surprised you are still Celestia’s sheep especially after how she mistreated your own flesh and blood while you were treated like a daughter to a Sun Princess who careless about her and you.” Rouge said while getting into a fighting stances.

“Wh-what?” Twilight raised an eyebrow.

“Didn’t Night Light even tell you that you got two half sisters?” Rouge said as she move a little to the window.

Twilight threw her sword, which impaled the ground near Rouge’s feet. “What do you me? Tell me!”

“I am saying Sunset Slimmer and a mare named Starlight Glimmer are your half sisters that theirs mothers have give birth to after your father had raped them.” Rouge said not bother about being nearly impaled.

Twilight shakily glared. “Y-you’re l-lying!”

“Am I? Just how well do you know you daddy’s past? Just what kind of secrets has he been keeping from you, your brother and even your mother?” Rouge asked as she get closer to the window. “Also what kind of secrets does Celestia have? Maybe she knows your father’s dirty secret. Or maybe she had him rape those mares in order to give birth to the one to be the next bearer of the element of magic. When you really think about it. It would explain why Sunset was never treated as fairly as she did you because she only see Sunset as a fail project.” She added almost at the window. “So you gotta ask yourself. What are you and your friends really to Celestia?” She asked.

Twilight was frozen. She didn’t know what to believe. “There’s no way in Equestria Celestia would lie t-to me!”

“Really? Just how well do you know Celestia? You do know she wears a mask to hide her true emotions. She is a master at telling lies that she can make them sound like she telling the turth.” Rouge said she got closer to the window. “Just how many secrets as she kept from you? She is just using you and friends as nothing more than tools to her. Tools that she can throw away when you and friends are no use to her.” She added.

“You’re wrong!” Twilight screamed, her magic rippling off her body. “She loves all of her subjects!”

“Even the ones she had ordered to kill someone before killing themselves?” Rouge asked. “I know this because I saw one kill a griffin before killing herself. Face it Twilight. Celestia is a snake in pony skin. And if she loves all of her subjects then where is the love to Sunset?” She asked as she open the window.

Twilight was paralyzed.

“Think about it Twilight. She made you into alicorn but not your friends. She is going to make you suffer by losing them by death of old age.” Rouge said.

Twilight fell to her knees, tears brimming in her eyes leaking out. “N-no…”

“Yes. Celestia just used your friends to mold you into her perfect puppet princess of friendship. She doesn’t care about your friends, your feelings or anyone else's. If she did care she would have stopped her sister from becoming Nightmare Moon all those years ago. She would have known the Cadence from the wedding was a fake or not if she cared.” Rouge said as she took to the air a bit.

Twilight began to sob. She couldn’t take this.

“But you don’t have to be her puppet your friends don’t have to be her tools.” Rouge said as she move out window a bit. “You could join us. Help us make Equestria great again.” She offered.

“Celestia maybe using me, but you’d do that and more.” Twilight said venomously.

“No I will not. I would treat you as an equal.” Rouge said offended.

“After you… Turned me into a bimbo…?” Twilight asked.

“You like someone that needed to loose end up and had a good laid.” Rouge said with a wink.

“Twilight…” Sunset said, walking into the room. “We can look for a way to fix that. Your friends can even be by your side. We’d fix the problems, we’d find better solutions…” Sunset added.

“Yes, problems like those ponies that call themself nobles.” Rouge said. Beside me turning your friends into bimbos was a good thing. It gave them the chance to show their true feelings to you.” She added.

“...” Twilight couldn’t say anything. She just knelt there, unresponsive.

“Twilight… Just think about it…” Sunset said, tossing the Crystal Heart to Rouge. “Let’s book it.”

“Ok. Get close to me Sunset.” Rouge said as she put out a chaos emerald as she notices Candy was starting to wake up. “Did you do the other thing Sunset?” She asked.

“I’m sorry… I forgot what that was…” Sunset giggled nervously.

“The door.” Rouge whisper in Sunset’s ear.

“Right… It was broken, but I got what I need.” Sunset said, before kissing Rouge on the lips.

Rouge blushed at the kiss as she use the chaos emerald to chaos control them both to outside of the castle just as Candy was fully awake.

“Like Hi Twily. Like how you get here?” Candy asked as she gave Twilight a hug.

“Ugh…” Twilight sighed, teleporting away.

“Ohh. Like are you playing hide and sexy seek? Like totally game on.” Candy said happily as she teleported after Twilight.

“So…” Sunset said. “What are you going to do with your time of power?”

“Well I am going to get rid of useless selfish nobles that are in the Crystal Empire. After that I will just wing it and hope for the best.” Rouge said while rubbing the Crystal Heart.

“I am going to make sure the rich ponies in Ponyville like Spoil Rich treat the less rich or not rich as equals.” Bunnie said.

“Same with Manehatten.” Amy said while they was in the train. “So what are you going to do with your power Sunset?” She asked Sunset.

“I meant… You won the bet…” Sunset said.

“Oh. That. Well when we get back home we are going to share a bed together. But for now this.” Rouge said as she hugs Sunset while kissing her on the lips.

To be continue.

Chapter 6

(Cloudsdale) (a day later)

“So who’s the pegasus are we going to meet Sunset?” Rouge asked while Bunnie is carrying Amy and Peridot is carrying Trixie.

“Me!” A light blue pegasus with yellow mane and eyes. “Lightning Dust!”

“Well that was quick as lightning.” Amy said blinking.

“I wonder what Sunset has planned with Lightning?” Bunnie whisper to Amy.

“Lightning, what a surprise. I wasn’t sure you’d meet us here what with your sister giving birth.” Sunset said.

“Surprise wanted me to.” Lightning said. “‘Sides, their kid’ll still be there.”

“Send her my regards.” Sunset gestured to her company. “These are Amy Rose, Bunnie Rabbot, Peridot, Rouge, and of course, Pikachu.”

“Pikachu.” Pikachu said while waving from on Sunset’s shoulder.

“You forgot about Trixie.” Trixie said Sunset annoyed.

“Hi.” Amy said.

“Howdy. It’s nice to meet you.” Bunnie said.

“Hello and nice outfit.” Rouge said while pointing to Lightning Dust’s Shadowbolt outfit.

“Thanks. Sunset made it to resist magic attacks.” Lightning said, smirking.

“What did Sunset offer you?” Peridot asked.

“To be in charge of the Wonderbolts replacements. The Shadowbolts.” Lightning smirked, but it faltered. “But, uh… I still haven’t… Y’know… Gotten any teammates…”

“Haven’t you asked anyone if they would like to join?” Amy asked.

“Kinda…” Lightning Dust said. “I asked a few people. There’s also the problem with keeping this secret.”

“They couldn’t keep it a secret.” Bunnie said with a deadpan.

“Have you try getting someone like Derpy or someone that is close to the bearers?” Rouge asked.

“How would that even be possible?” Lightning asked.

“Could use magic to help fix her eyes or something. Along with taking her into joining.” Rouge suggested.

“Whatever. I’m still looking.” Lightning Dust said. “Follow me to my place.”

“Lead the way.” Bunnie said as they follow Lightning Dust to her place.

Lightning Dust froze. “Holy shit…”

Meanwhile at the Changeling Hive.

Chrysalis had Carrot Top in her lap, her fingers playing with her newest wife. “You still have feelings for that wall eyed Pegasus?”

“Yes my Queen. She and I had been together for a long time after the divorce.” Carrot Top said with a sigh.

“Could it be a threat?” Chrysalis asked, feeling Carrot’s body up and down.

“No my Queen. She isn’t a threat.” Carrot Top as she moaned.

“I meant, would she be a threat to your loyalty?” The Changeling Queen asked again, licking the former Earth Ponies cheek.

“Of course not my Queen. We could alway add her to the hive or make her a broodmare or drain her.” Carrot Top suggested through moans of pleasure from Chrysalis’s licks.

“What do you want?” Chrysalis asked.

“Whatever you think is best for Derpy my Queen.” Carrot Top said as she rest her head on Chrysalis’s breasts.

“Hmm… Why don’t we have you dispose of her? You need your first meal besides me.” Chrysalis said, speeding her work up. “What do you say? Make it so she can’t walk… Abuse her as you have fun with her… Leave her quivering… Or silent~”

“I could have fun abusing her while draining her of her love. Would that do my Queen?” Carrot Top asked as she purred. “So how do we get her my Queen?” She asked.

“She’s already here… I just wanted to ask.” Chrysalis said. “Listen to our children, they’ll show you the way.”

“As you wish my Queen.” Carrot Top said as she got up and followed the voices of the other Changelings by hivemind to where Derpy is being held. When Carrot found her, she was on the ground, naked, and bruised.

“Hello Derpy.” Carrot Top as she enter the room while disguised as her old self.

“C-carrot…?” Derpy asked, trying to look around. It was hard since her good eye was swollen, and her right one was blindfolded. “I-is th-that y-you?”

“Of course it is me my goofy little pegasus.” Carrot Top said sweetly as she pick Derpy up and hug her very tight.

“O-oh C-c-Carrot… Wh-where a-a-are w-w-we?” Derpy asked, hugging Carrot back.

“Why we are in the Changeling hive.” Carrot Top said as she press down one of Derpy’s bruises while slowly draining her love.

“Wh-what?” Derpy asked, shaking. “What hive? Carrot, y-you’re scaring me…”

“Queen Chrysalis’s hive. And why should you be scared of me?” Carrot Top asked as she bit down on Derpy’s wing while pinching one of the pegasus’s nipples.

“A-ah! C-Carrot, what a-are you d-doing!?” Derpy moaning slightly.

“Just having fun with you.” Carrot Top said as she bite down on Derpy’s bruised flank with her changeling fangs as she drain more love.

“Ah! Please Carrot, th-that hurts…” Derpy’s eyes started to tear up. “P-please… I want to go h-home…”

“Not until I am finished with you.” Carrot Top said giggling as she slapped the spot where she had bitten while biting Derpy’s other flank. Derpy cried out in pain, tears flowing freely from her eyes.

“Carrot, stop! Please! You’re hurting me!” Derpy cried out.

“Hmm. Nope.” Carrot Top said as she slapped the other flank. “You know I could alway fix that eye problem of yours.” She added giggling evilly as her Changeling horn appeared.

“I… I thought you said… Said it wasn’t a problem… That you loved my eyes…” Derpy whimpered.

“Oh I do. It’s just I am going to make it not a problem to anypony else. I hope you like pirates.” Carrot Top said as her horn glowed as Derpy’s blindfolded eye was glowing as it was slowly being pull out.

Derpy’s other eye was mostly untouched, but the dark underlines meant she hadn’t been sleeping right. Tears flooded out of the eye, and the realization struck her.

“N-no… No! Please, oh Celestia and Luna, no!!! Please!!!” Derpy almost screamed as she begged. “Carrot, please! I’ll never fly again, just please don’t do this to me!”

“You never fly straight anyway. So what’s the difference?” Carrot Top said as she pulled on Derpy’s eye out even more as some blood was coming out.

“Please Carrot! Why would you do this!? I thought you loved me!” Derpy wailed in fear, trying to fight back with whatever little strength she had left. “J-just don’t! Please, I’ll do anything!”

“Then let me take your eye as I drain you of your love as my first meal.” Carrot Top said as the eye is out of Derpy but still connected as she drain more of Derpy’s love even quicker.

“Please!” Derpy shrieked in pain. “Please! Don’t take my eye! PLEASE!!!”

“How about no?” Carrot Top said as she disconnected Derpy’s eye while almost drained all of Derpy’s love.

Blood and gore gushed out of Derpy’s wound as she wailed in pain an agony. “I thought you loved me! I loved you!!!”

“Oh I do. Your love taste so good. So thank you for being my first meal as a newly converted Changeling.” Carrot Top said as she dropped her disguise as she completely drained all of Derpy’s love.

“I hate you… I hate you… I hate you… I hate you…” Derpy whispered as she fell backwards, blood still gushing.

“I know.” Carrot Top said as she covered Derpy’s bleeding eye hole with green slime as it harded. “There that should stop the bleeding.” She added.

Derpy just repeated those words over and over as Chrysalis came it, clapping slowly. “Wow, what a show~ What do you want to do with her now, darling~?”

“Hmm. We could just dump her in a town or make her into one the hive’s broodmares.” Carrot Top suggested.

“Have some more fun with her, my beautiful, then we’ll string her up in Ponyville~” Chrysalis said.

“Or we could dump her in Cloudsdale my Queen.” Carrot Top suggested.

“She is a pegasus… Okay, my dear. Have some fun with her, then we’ll dump her.” Chrysalis said, forcing Carrot into a kiss.

“As you wish my Queen.” Carrot Top as she moaned from the kiss before she started zapping Derpy a bit.

“Remember, she can be used for pleasure~ Get for feelings out of the way with a different kind of fun… But do break one of her arms.”

“Of course my Queen.” Carrot Top said as she use her magic to break Derpy’s left arm while she licked Derpy’s pussy as she heard a scream from inside her head which she took no notice of.

Derpy was sniveling weakly, still repeating her sentence.

“Hmm. I wonder what you look like with bat wings.” Carrot Top said as she use her magic to slowly and painfully change Derpy’s feather wings to bat wings.

Something sparked in Derpy, and the pegasus mare forced herself up and kissed Carrot Top.

“What the-?!” Carrot Top said as she was taken by surprise by the kiss. Derpy poured her soul into the kiss, a spark of love returning to her. Derpy sobbed into the kiss as she passed out from the pain.

“Huh? I guess my fun with you is over.” Carrot Top said as she pick up the now one eyed bat winged pegasus and take her to Cloudsdale with some changelings coming with to help her.

“So, what’re we gonna do with the retard?” One drone asked.

“We are going to string her up Cloudsdale for all to see.” Carrot Top said as they lifted the hive and took to the air.

Once they strung her up, one of the drones kicked her leg, resounding in a cracking sound, then bent her wing until it too snapped.

“Let’s go!” The drone shouted.

“Before somepony comes.” Carrot Top said as they fly off back to the hive all the while she keeps hearing a voice in her head.

(Meanwhile with Rouge and the gang)

“Holy shit…” Lightning Dust said, staring at the unconscious mare.

“Oh my god. Is-is that Derpy?” Amy asked out of horror of the state the mare was in.

“What? That retarded looking mare from Ponyville?” Trixie asked as she try not to throw up.

Sunset used her magic to teleport Derpy under her cloak. “Let’s hurry. Does anyone here know medical stuff?”

“Trixie has a med kit.” Trixie said as she pull out a small med kit.

“Okay… Let’s hurry up.” Sunset said as they raced to Lightning Dust’s house.

“There. Trixie has wrapped up all of her injures.” Trixie said as she finish banaged all of Derpy’s wounds.

“You know her?” Sunset asked Rouge.

“Not really but Trixie had seen her in Ponyville. The retarded eyes were hard to miss.” Trixie said with a sigh. “When she had two eyes.” She added as she points to Derpy’s eye hole that now had an eye patch.

“This is horrible… Who would’ve done this?” Peridot asked, shivering.

“Well judging by the green stuff that was in her eye hole. Trixie says it’s changelings.” Trixie said with a wince.

“So what do we do with her now?” Bunnie asked while looking at Derpy. “We can’t just leave her in this state.” She added.

“We’ll keep her here. Treat her wounds…” Sunset said. “We should have someone watch her… Any volunteers?”

“Pikachu.” Pikachu said waving his paw to volunteer.

“How about Lightning Dust watch Derpy.” Rouge suggested. Lightning Dust seemed to snap out of a trance and shouted.

“Yes!” Lightning cleared her throat, blushing. “I mean… Sure I’ll watch over her…”

“Well that take care of that. So what do we do now while treating Derpy?” Amy asked Sunset while not noticing someone was spying from the window.

“Maybe we should get some sleep. Peridot, watch the house.” Sunset said. “I’m heading to bed.”

“Yeah sleep sounds good right now. But you and I are sharing a bed Sunset.” Rouge said with a wink. Sunset kissed Rouge on the lips passionately.

“Of course~” Sunset said.

“Come on. Lets get to bed and maybe I might use the bimbo gun in a very low setting.” Rouge said as she head to the bedroom swaying her ass as she walks.

“Better not be permanent…” Sunset said, following the bat.

“At a very low setting and not charge by a Chaos Emerald no. It will just make you hotter.” Rouge said with a wink as they enter the bedroom. “I bet you will look even more cute with bigger tits and ass.” She added.

“And I’m not cute without the bimbo gun?” Sunset asked, walking with Rouge.

“You are very cute. I am just saying it will you even cuter then before.” Rouge said with a hug to Sunset.

“Well… What are you girls going to do?” Peridot asked.

“Well. I am just going to bed.” Bunnie said as Amy and Trixie nods in agreement as they head to bed as well.

“Pika.” Pikachu said as he rub his cheek on Peridot’s leg.

“Thanks buddy…” Peridot sighed. “I’m going outside… Okay?”

While this was happening. Tails, the one who was spying on them, took his leave and fly back to Angel Island that was not far from Cloudsdale.

“Go home Raven… And take tomorrow off…” Celestia said. The pale Earth Pony bowed before trotting off.

“So how was day count sister?” Luna asked her sister as she enter the throne room.

“Tiring… Stressful…” Celestia said, standing up stiffly. “Sunset’s been making big moves… And Blueblood’s been trying to handle it…”

“Who is Sunset again Sister and how is our selfish nethew handling it?” Luna asked with a raised eyebrow.

“Sunset… Was a mistake on my part. When I was trying to find the Element of Magic, I thought a young Unicorn with almost as much magic as Starswirl would be the key… I promised too much, and taught her in all the wrong ways.” Celestia sighed. “I suppose I over worked her. She was my student before Twilight. But when I finally figured out what I was doing, I found Twilight… Now Sunset’s using creatures from another world to attempt to overthrow me…”

“Creatures? Then why have not send guards after them and Sunset or at least Twilight and her friends? Surely they can help fix your mistake with Sunset.” Luna said not sounding pleased on how her sister handle teaching this Sunset.

“I’ve tried… But the creatures seem to have a way to… Distract both Guards and the Elements…” Celestia said. “They… Altered Twilight and her friends to become… Almost sex crazed individuals… I’m sorry I kept you in the dark, I just… Couldn’t bare pulling you into this… And Blueblood sent an assassin to Griffinstone…”

“It’s alright Sister. It would explains why Twilight and her friends are having such…..hot wet dreams like some other mares dreams I have come across.” Luna said with a blush as she try to hide the wet patch of her dress. “And what’s this about an assassin that Blueblood had sent?” She asked while trying not to think about those hot dreams.

“Luna, it’s okay…” Celestia said, understanding her sister's feelings. “Blueblood sent one of the Lunar assassins named Fangg Slain. She was experimented on by a scientist named Obsessive Force years ago…”

“You allowed this to happen to the mare? Where is Fangg Slain now?” Luna said not happy about one of their ponies being experimented on.

“You think I allowed a poor mare to suffer?” Celestia glared at Luna. “I’m so glad my little sister thinks so lowly of me… What next, are you going to assume I tell ponies to murder each other?”

“No I am not assuming anything. I just wonder why we even need an assassin let alone having them experimented on.” Luna said putting her hands up to defend herself. “Also I notice Cadence has been having wet dreams as well.” She added as an afterthought.

“I heard she was altered too… And Fangg was never used. She was an emergency in case the Changelings returned.” Celestia said. “I’m afraid we can’t stop Sunset in her quest…”

“What happen to Fangg did she come back from Griffonstone?” Luna asked. “I think I will try to find and stop Sunset.” She added.

“Fangg… Didn’t make it… Blueblood order her to… Self terminate after the mission was completed…” Celestia said weakly. “I’m sorry Luna… I just heard the news five hours ago…”

“What!? Why isn’t that foolish colt behind bars for giving such an order?” Luna asked angry at what their netherw had done.

“I’ve stripped him of his title… But I can’t legally arrest him on ordering somepony who doesn’t exist to… Kill themself…”

“Doesn’t exist?” Luna asked in disbelieved.

“She was presumed dead… I wanted to protect her…” Celestia said. “Can we talk about this later Luna…? I’m tired…”

“Fine sister. But know that I am not happy about this.” Luna said as she went off to do her night duties.

“Luna!” Celestia called out desperately.

“What sister?” Luna asked as she stop walking and turn around to look at her sister.

“I didn’t intend for this to happen… I was desperate to get you back… Too desperate…” Celestia said weakly. “I mistreated Sunset, and I live with that guilt every day.”

“Well was having me back worth Sunset’s mistreatment or have everypony think Fangg was dead so nopony would miss her?” Luna asked glaring. “Was Twilight and her friends just a means to get me back as well?” She asked.

“No…” Celestia said hollowly. “After Sunset, I wanted to be a better teacher… There are no bad students, only bad teachers… So I changed my ways. Luna… I just want to fix this… And I don’t want to lose you in the process…” Celestia began to tremble.

“Calm yourself sister. I am not going anywhere. But right now I need to deal with some nightmares and trouble dreams.” Luna said calming her sister down a bit. “As well as seen some more….hot wet dreams” She added with a blush as her wet patch is showing more.

“Okay Luna… Tell me if you need anything.” Celestia said. “I just… Can’t bare to lose you again…”

“I know sister and I will be fine for tonight.” Luna said with a smile as she walked off to do her duties. Celestia felt hollow.

“What am I doing…?” She asked herself as she went to her bedroom. “There’s no escape… I’m either going to be killed… Or worse… Would anypony care…?”

……… No……...

The next day Discord was knocking on Fluttershy’s door, looking extremely excited. “Oh Fluuuuuuuttershy~!”

Answering door was not Fluttershy but her pet bunny Angel who was glaring at Discord.

“Oh, it’s you… Well, I’ll have you know I have no intention to hurt you this time around. I feel more in the mood to not use any magic. You know, live like an Earth Pony!” Discord said. “I also think it’s unhealthy to keep this rivalry of ours so foul. So here!” Discord snapped his fingers to create a plate of Angel’s favorite food.

Angel looked at the plate with a big grin as he gave Discord a note before started to eat the food. Only for him to start breathing out fire as he run to get some water.

Discord took the note as he laughed and read it.

Like Dear Discord.

I will be like at Twilight’s place for totally fun time. I will be totally back to feed my animals like later.

Love Flutters.

“Too many likes even for me.” Discord said. He then tapped his chin. “If I feed the animals, Fluttershy would be happy, and then she might hug me! Best plan ever!” Discord snapped his talon and all the animals were fed. “Hug from Fluttershy here I come! Eek!” Discord teleported to outside the treehouse. He then knocked on the door.

“Like hello Discord.” Said Flutters as she open the door which made her huge naked breasts jiggle from the movement.

“Oh…” Discord covered his eyes. “Fluttershy! What in Faust’s name are you doing!?”

“Like answering the door silly.” Flutters said with a giggle and doing a sexy pose.

“Fluttershy… You’re top half is exposed!” Discord used his magic to cover the shy pegasus up. “I go away on a mission and come back to find you… I don’t even know what’s happening!”

“Like me and my other friends along with some other mares that came back from a train ride are totally having some fun bimbo sex time.” Flutter said with another sexy pose.

“... What…?” Discord’s face went red.

“Like you totally heard her.” Pinkie said as she walk up to them naked and doing a sexy pose.

“Discord, I’m so sorry about this.” Rarity said, taking some kind of pill. “We were attacked by a bat lady who… Did stuff you us. It lasts as long as we’re aroused.”

“... Who…?” Discord asked darkly. “Who’d do this to my- to Fluttershy!?”

“Like some bat lady name Rouge silly.” Jackie said as she came into view followed by a bimbo Bon Bon and Vinyl. The last pony was hugging Meowth.

“Hey whoever you are. Be a pal and get me out of this hug.” Meowth said trying to get of the hug. Discord snapped his fingers and Meowth was on top of the draconequus head.

“I’ll make her pay…” Discord growled.

“Like would you like come and have sex with us? I would love to have taste of your totally chaotic cock.” Flutters asked with a purred follow by the other bimbos along with Dashie who had entered the room.

“Fluttershy, please don’t…” Discord said with a sigh, trying his hardest not to.

“Or we can like just cuddle.” Flutter suggested while Dashie notices Spike was trying to take Rarity’s pills.

“Spike, why’re you here!?” Rarity screamed.

“What? Somepony need to keep this place clean from all of the lovemaking.” Spike said as Dashie took Rarity’s pills before flying out the door that was left open by Meowth.

“Curse you Dash! Twilight’s going to be furious!” Rarity screamed.

Discord choked. “M-m-maybe I could… Fine.” Discord teleported himself with Fluttershy.

“Like come and get them back Rares.” Dashie said with a wink before flying away.

“Thank you Dashie.” Spike said quietly. Rarity chased Dash as best she could.

Discord appeared in his place with Fluttershy. “I can’t resist cuddles…”

“Then like let’s start cuddling.” Flutters said as she hugged Discord with her huge breasts press against Discord’s body. The spirit of chaos blushed.

“Uh… Fluttershy, d-do… Will you remember this a-after you turn b-back…?”

“Like no. I only remember this when I am totally in my bimbo state like I am right now.” Flutter said as she cuddle tighter.

“Then… Nevermind.” Discord said. “The bed is up on the ceiling.”

“Then like let’s get up there silly.” Flutter said giggling as she fly up to the bed.

“How long does it take for you to return to normal?” Discord asked.

“Like until I cum totally a couple of times.” Flutter said purring as she took her clothes off. “Like what are you waiting for big boy?” She asked.

“I’m not going to take advantage of my friend, no matter how much I like you.” Discord said. “Though I suppose I could give you a toy.” Discord summoned a dildo. “Use that, it’s about as real as… well, the real thing…”

“Oooh. Give me.” Flutters said staring at the dildo like it was a very rare gem or animal.

“Just tell it what to do.” Discord created a sticky note and placed it on the door. “This is for when you return to normal… Uh, have fun...”

“Like I totally will.” Flutters said grabbing the dildo. “Make me cum.” Flutters said as the dildo went in Flutters’s pussy and start sending huge waves of pleasure into her body which made her moan like a mad mare.

Discord was glad there was no sound in this room and he started to dirty the dishes. He thought about what he was going to tell Fluttershy when she woke up.

Rarity gave up and laid down outside the library. She had Cheerilee come over to watch the mares in the library.

“Couldn’t catch her huh?” Spike asked Rarity as he came out of library where some of the mares are having fun with Cheerilee.

“Yes… What on earth is going on in there?” Rarity asked.

“They are having fun with Cheerilee.” Spike said with shrug.

“Help!” Cheerilee shouted. Rarity got up to go see what was happening.

“Uh… Are you sure that’s a good idea?” Spike asked Rarity with his fingers crossed behind his back.

“Why? Cheerilee needs help.” Rarity said.

“I am sure she can handle it herself. But we can go and check anyway.” Spike said as he open the door for Rarity. Cheerilee was only in her underwear as she fell out of the library. “Close it! Close it!”

Rarity bucked it closed. “Good heavens! Darling are you okay!?”

“I… I think so…” Cheerilee shuddered. “It’s worse than I thought…”

“Like look like somepony had fun.” Dashie said from a nearby cloud. “Did you like have in there?” She asked Cheerilee with a purr.

“D-Dash…” Rarity said, slowly getting affected. “S-Spike’s here…”

“Like so what? He is been like watching all the lovemaking in the library.” Dashie said with a wink.

“Damn it!” Rarity screamed in rage. “Twilight’s going to kill me!”

“Not if you don’t tell her she won’t.” Spike said as he touch Rarity’s expanding ass.

“Spike!” Rarity yelped. “Like, what- Graaaggghhhrr!!!”

“Like he is helping you along Rares.” Dashie said giggling.

“Uh… Guys, stop.” Cheerilee said.

“Why?” Spike asked as he notice Rarity’s shirt was ripping from her expanding breasts. “It’s a good show.” He added.

“Spikey, p-please…” Rarity’s head fogged up.

“I have been waiting for a chance to have some really good fun time with you.” Spike said grinning from ear to ear Rarity is almost a bimbo again.

“Wh-why Spikey…?” Rarity asked, barely in control.

“Because I really like you and wanted to have a good time with you in bed but never got the chance until that bat lady show up.” Spike said as he gives Rarity a hug.

“Wh-why w-w-would y-you d-d-do th-th-this t-to…” Rarity’s bimbo self finally took control. Cheerilee had somehow gotten her clothes and got away.

“Like where are you going dear?” Rares said as she catch Cheerilee in her magic before she had gotten out of view.

“Yeah. Like the party's just starting.” Dashie said with a purr.

“Let me go! You’ve got dozens of ponies you can use! Why me!?” Cheerilee cried.

“Like true. But we totally don’t have a hot teacher to have sex with us dear.” Rares said has she brings Cheerilee back into the library with Spike and Dashie.

“No! D-don’t! S-Spike, t-tell them! You have Rarity, please!” Cheerilee shouted.

“Yes I do have Rarity but the others have you.” Spike said grinning evilly as he took Rares to a different room while Dashie and the rest of the bimbos all pounces on Cheerilee.

“NOOO!!!”

(Displaced)

“How is Derpy doing?” Amy asked Lightning Dust as the others enter the room from the bedrooms.

“She’s breathing steadily now, so that’s god.” Lightning replied, staring at Derpy’s face.

“I hope she get better soon.” Bunnie said feeling sorry for the pegasus.

“So what is our next move Sunset?” Rouge asked Sunset while hugging her.

“Well… We’re here to sabotage the weather. I’ll take care of that though

“Would you like to have someone come with you?” Rouge asked as she kiss Sunset on her cheek.

“Nah… I love you and all, but you’re a loose canon.” Sunset said, kissing Rouge back as she sat down, placing the bat in her lap and holding her close. “Plus, it’s dangerous if you don’t know your way around~” Sunset snuck her hand into Rouge’s pants.

“Oh yes. Maybe some of us can watch the weather factory from a far. Just in case things go south.” Rouge said with a little moan of pleasure.

“Sorry babe, I’m going solo for this one… And I always worked better alone.” Sunset said, teasing Rouge.

“Ok hot babe. Just be careful.” Rouge said as she teased Sunset back.

“Get a room you two.” Bunnie said with a laugh.

“Like you and Asphyxious did?” Peridot asked with a deadpan.

“Uh...Shut up.” Bunnie said with a blush.

“Maybe she needs someone full time~” Sunset teased.

“Don’t you have a factory to sabotage right now?” Bunnie asked Sunset while her face was even redded.

“I’ve got an hour… Why don’t you try dating?” Sunset asked, grinning.

“I will think about it ok.” Bunnie said her face bright red.

“Hehe.” Amy was giggling at this.

“... I just realized Starlight isn’t here…” Sunset said.

“Was she still at the train or is wondering around Cloudsdales?” Amy asked as she just realized as well.

“Yeah… I think she got off the train but I forgot her when Lightning arrived.

“Oh well. I guess she can find her own way back to her town.” Rouge said as she kiss Sunset again. “Right now shall we have spend the next hour making out?” She asked Sunset.

“How can I say no? Hey Amy, Bunnie, mind going out to look for Star and Peri?” Sunset asked, picking Rouge up.

“Sure thing.” Amy said as she and Bunnie went out the room to look for Peri and the other unicorn as Sunset and Rouge made out.

“You know… You could be my queen~” Sunset cooed, before attacking Rouge’s neck with kisses and love bites.

“Oh yes. That sounds good to me.” Rouge cooed back and kissed Sunset’s horn.

“I’ve never felt so close to someone like I am you.” Sunset said, holding Rouge as close

“Well I guess I am the first to give you lots of love.” Rouge said holding Sunset just as close.

“You’re the first to give me any love…” Sunset said, before increasing her kissing along Rouge’s chest after they reached their room.

“Oooh yes. Then I am going to give you as much love as I can.” Rouge said as she kissed Sunset’s ears down to her neck.

“That I’m sure of~” Sunset replied, groaning in pleasure. “Once you’re ready, I want to marry you.”

“Ready for what?” Rouge asked as she licked Sunset’s neck.

“Once you feel like you’re ready for marriage.” Sunset said. “I know it’s a bit sudden… And maybe a bit creepy… But I just… I don’t want to be away from you, and I want to be closer… But I also want you to be ready. I’ll wait five years if that’s how long it takes.” Sunset laid Rouge on the bed. “... I’m not coming on too strong… Am I?”

“No. You are just fine with me. Maybe when we take over Equestria we can have a huge wedding much bigger than the princess of love’s wedding.” Rouge said lovingly to Sunset.

“Whatever my princess of bimbos wants~” Sunset teased. She then started nibbling on Rouge’s ear lightly.

“Hehe. Princess of Bimbos, eh? That does have a nice ring to it.” Rouge said while moaning in pleasure. “So what kind of Princess of Queen do you want to be?” She asked Sunset.

“Hmm…” Sunset tapped her chin. “I think the Princess/Queen of… Fire… And you~”

“Of hotness.” Rouge suggested.

“Hotness? I like that one~” Sunset said, trailing her lips on Rouge’s, but not kissing. “I’ll be the Queen of Hotness, and you’ll be my loyal wife~ Right~?”

“Of course Sunset.” Rouge said kissing Sunset. “Plus my sister and our friends could be the new nobles to replace the selfish ones.” She suggested.

“Sounds like a plan~” Sunset said. “I wish I had more time to spend with you…”

“We could do more after you had damage that factory.” Rouge suggested with a kissed to Sunset’s breasts.

“Hey Rouge…?” Sunset asked. “How much do you love me…?”

“Like I would beat up an army or two for you. Kind of like I would do for my sister special after she had lost her memory the first time.” Rouge said hugging Sunset close.

Sunset caressed Rouge’s back. “... I’d do the same…”

“Thanks.” Rouge said as the two continue hugging until Sunset needed to go.

“I’ll be back shortly.” Sunset pecked Rouge on the lips. “Keep the bed warm~”

“Of course Sunset. Now go have a storming good time at the factory.” Rouge joked as she kissed back.

“Love you.” Sunset said before teleporting.

“Love you too.” Rouge said as she went to have a nap for a bit.

“Do you really love her? Or is that just a means to an end?” Peridot asked, walking in.

“I really do love her sis just as much as I love you.” Rouge said giving her sister a loving hug.

(Half an hour later)

Sunset limped out of the factory, blood covering her cloak. She couldn’t feel her hand, it was most likely broken. She was getting close to Lightning Dust’s place, a spear having gone through both her leg and stomach. The later as her own fault, teleporting into a spear was a mistake on her own part.

Sunset used her dark magic to restore her injuries and disintegrating the weapons. The pain was still there, but the wounds were gone. She knocked on the door.

“I-It’s m-me, S-Sunset…”

“Sunset? What happen to you?” Amy asked as she was the one to open the door.

“Security w-was worse th-than anticipated…” Sunset said, walking in and hanging her cloak on a hanger. “D’you find…”

“How worse was it?” Amy asked while noticing the blood that is on Sunset. “Did you manage to break the factory?” She asked.

“I did…” Sunset winced as she sat down in a chair. “But there were Royal Guards everywhere… Got me good…”

“I guess next time we will go together.” Amy said as she help Sunset to the bedroom.

“Rouge is gonna be pissed…” Sunset groaned.

“What the hell happen to you?!” Rouge asked while looking at Sunset with worry. “Who did this to you?” She asked again as she check for any wounds.

“Some guards, I’ll be fine though…” Sunset said. “I healed my injuries, there are only some scars.”

“Did you hurt them back?” Rouge asked as she hugged Sunset lovingly.

“Yeah, they’re hurt.” Sunset said, kissing Rouge. “They just surprised me…”

“I am just glad you came back alive and that’s all that matters right now.” Rouge said happily. “So is there going to be big storms all over Equestria or something?” She asked.

“Weather is gonna be unpredictable for the next month, I’d say Celestia is gonna have a lot more concerning things to worry about…” Sunset smiled. “C-could you… y’know, sleep with me?”

“Sure thing.” Rouge said while only wearing her bra and panties and was sitting on the bed.

Sunset closed the door, smirking. “I suppose this is my reward?” The unicorn striped until she was only wearing panties and sat next to Rouge. “So,, are we sleeping or are we sleeping?”

“Sleeping and hugging.” Rouge said smirking back as she hugged Sunset as they fell asleep.

To be continued.

Chapter 7

(Discord’s Cottage)

“Agh…..My head..Did I get turned on again?” Fluttershy asked herself as she got out of bed and look around. “Where am I?” She asked again not knowing the answer as she founds an note and read it.

Dear Fluttershy, I’m sorry about taking you to my place. First off, you’ll notice you’re… You know, covered in cum. Don’t worry, it wasn’t me, I gave you a toy. I’ll be in the kitchen preparing some food.

PS: I fed the animals.

PPS: There’s a pair of clothes on the floor.

Fluttershy blush after reading the note as she quickly cleaned herself and get dressed and head to the kitchen to find Discord dirtying the dishes… And female…

“Party rock!” She sang.

“Uh...Discord?” Fluttershy called out shyly to Discord as she saw staring at the female Discord’s ass.

“Oh! Uh… Sorry, I just felt like being female for a bit.” Discord said. “I was actually female for half my rule… Haven’t used this me in awhile.”

“You look….very nice.” Fluttershy said as she stare at the female Discord’s breasts with a small blush.

“Why thank you. You look lovely as ever.” Discord said, smiling as she pulled out a sandwich. “Celestia wants me to go over to talk about that brat that attacked you. I heard it only works on women, so I’m trying to… You know, get my character ready. Haven’t been a lady in a long time.”

“That’s nice.” Fluttershy said still staring at Discord’s breasts as a wet patch appeared on her dress.

“Something wrong Fluttershy?” Discord asked. “What are you staring at?”

“Oh I am fine it-it just you got a nice pair of breasts hot stuff.” Fluttershy said as her wet patch is more noticeable along with her breasts are expanding.

“Fluttershy, you’re changing! But h-how!?” Discord became distressed.

“Oh No. I got turned on again. Me and my friends can become bimbos again when we get turned on.” Fluttershy said as she slip her hand into her panties and started pleasuring herself which made change go quicker as her clothes are rip off of her.

Discord’s face went red and her nether regions got wet.

“And I kind of like being a bimbo.” Fluttershy said right before her bimbo self took over. “Like you look hot as a mare.” Flutters said smiling.

Discord was taken aback. “R… Really?”

“Like totally. You like look totally hot right now.” Flutters purred her answer to Discord.

“D-do you… L-like this form a l-lot?” Discord asked weakly.

“Like I totally do. It like totally suit you better than your stallion form.” Flutters said with a wink. Discord couldn’t help herself, she grabbed Fluttershy and kissed her on the lips.

(Less Than A Month Later: Ponyville [Summer Sun Celebration])

“So the Summer Sun Celebration has finally come.” Bunnie said as the group is right outside of Ponyville near the Everfree Forest.

“It’s not the only thing!” Lapis Lazuli laughed. Her and Jasper had restored by the time the others returned.

Sunset groaned. She was holding Rouge up by her ass. “Okay, I get it, you think this is funny…”

“She thinks everything’s funny…” Jasper sighed.

“Like if I say pudding to her?” Amy asked Jasper.

“Pfft!” Lapis snickered.

“Yep…” Jasper groaned.

“Ok. So it won’t be long until those plundervines start causing trouble and capture the two princesses so we got to be ready.” Rouge said.

“Lightning, Derpy, Starlight and the Griffons are in place.” Sunset said.

“Plundervines… Sounds like Plumber vines!” Lapis snickered, before Jasper whacked her over the head.

“Lapis, focus, this is important.” Rouge said to Lapis before turning to Sunset. “Is the spell for the Plundervines that will make Twilight join us ready yet?” She asked Sunset.

“Spell is set.” Sunset said, smiling. “And the Changelings are also in place. I think we’re ready.”

“Good. When both sun and moon are both in the sky at the same time is when we strike.” Rouge said just as both sun and moon appeared ten minutes later.

“That it?” Lapis asked.

“Yeah… I think so…” Jasper looked to Rouge. “So… What am I supposed to do?”

“If any guards that gets in our way you get to help smashing them with Amy and Bunnie.” Rouge said to Jasper.

Lapis stretched. “Well, I see no water, so I’ll just be going.”

“There’s a lake nearby plus the clouds has some water in them.” Amy said with a deadpan. “You could help by keeping the ponies that aren’t indoors or put out fires.” She added.

“Fine…” Lapis sighed.

“I’ll go get ready for Twily.” Sunset said, kissing Rouge.

“And we will get to catch her friends.” Rouge said kissing Sunset back. “Maybe we could give Applejack to the Changelings as a reward for helping us.” She added.

“And maybe we can let Twilight have Rainbow once she is on our side.” Bunnie said as she cracked her knuckles.

“Hey Amy, don’t forget to say goodbye to Lapis!” Sunset said, before teleporting away.

“Ok.” Amy said before turning to Lapis. “See you later Lapis.” She said to Lapis with a wink.

“Uh… Y-yeah… Maybe we can spend the rest of the day after this together…” Lapis said with a blush.

“Sure I would like that. See yah.” Amy said as she heads off to get ready.

Lapis blushed and sighed dreamily.

“Ok. It’s time so let’s begin.” Rouge said just as the plundervines start appearing in Ponyville.

“Lead on.” Jasper said.

“Ok. Follow me.” Rouge said as she fly to Ponyville along with the others.

(Sweet Apple Arces)

Applejack was working on the farm tiredly. She tried to keep her mind off of things as best she could.

“So… That’s our offer?” Jasper asked.

“Yeah. She a hard working mare that I shot with my bimbo gun.” Rouge said to Jasper as they along with some changelings walk up right behind Applejack.

“Wha-?” Applejack yelped, before bucking one of the drones in the face.

“Well long time no see Applejack. How are your fun time with the others mares doing?” Rouge asked grinning.

“We haven’t been, Twi came up with a pill that reduced our arousal to zero.” Applejack said, smirking. “And what kinda vermin is that?” Applejack pointed to Jasper, who glared.

“I would like you to meet Jasper. She is an old friend of mine.” Rouge said pointing to Jasper. “And these pills wouldn’t so happen to look like the ones I took from your pocket without you noticing?” She asked while holding a small bottle of pills.

“I still too-” Applejack was cut off after Jasper headbutted her, knocking her out..

“Huh. That was easy. Nice work Jasper.” Rouge said to Jasper impressed before she turn to the changelings that come with them. “She is all yours for your Queen.” She said to the changelings which they nodded and went to place Applejack into a cocoon.

“Is that it?” Jasper asked.

“For one of Twilight’s friends yes. So let’s go and see how the others are doing.” Rouge said as her group left the farm with the changelings carrying a cocooned Applejack.

“What’re we gonna do with ‘em?” Jasper asked.

“Well the changelings can do whatever they want with Applejack as for the rest of Twilight’s friends well….we will think of something once we rule Equestria.” Rouge said with a shrug.

“So where are we going?”

“Sugarcube Corner.” Rouge said simple as the gingerbread house just come into view. “We are going Pinkie Pie next.” She added.

“Do what to Pinkie?”

“Don’t know. Maybe Peridot got some ideas to do with her.” Rouge said with a shrug. “Got any idea Sis?” She asked Peridot.

“Perhaps…” Peridot said, obviously hiding something behind her back.

“What you got there Peridot?” Bunnie asked Peridot.

“You’ll see~” Peridot grinned.

“Is that… What I think it is…?” Jasper asked, and Peridot nodded.

“Well whatever it is. It going to be good for us.” Rouge said as they enter Sugarcube Corner.

“Welcome to… Oh it’s you. And you got a new friends.” Pinkie said as she take a closer to Jasper.

“This is Jasper. Now be a good pony and let us catch you.” Rouge said.

“How about no.” Pinkie said as she gets out her party cannon.

Peridot pulled an odd gem, which took the form of a young girl. She seemed dizzy.

“Kae Centipeetle, that pink mare is yours~” Peridot smirked.

“M-mine?” The girl asked. Her gem was slightly cracked, most likely through the same way as the other gems. The girl limped and stumbled towards Pinkie, before tackling the party mare.

“He-hey. Mind getting off me? I haven’t taken my pill yet today.” Pinkie said as she was pinned on the ground by Kae Centipeetle. “You are cute though. Want to be friends?” She asked.

“S-sure…” Centipeetle said, hugging Pinkie close to her.

“Tell her to do something…” Peridot whispered to Rouge.

“Who Pinkie or Centipeetle?” Rouge whispered back to her sister.

“Centi, she takes orders really easily. Tell her to do something to Pinkie.” Peridot replied as Centipeetle gave Pinkie her pills.

“Ok. Centipeetle. Capture Pinkie with a tight hug.” Rouge ordered Centipeetle. Centipeetle did so.

“Wow… I thought you’d make them have sex… Good to know you’ve matured.” Jasper said.

“Oh that will come later once we complete our mission. So come on Rarity is next.” Rouge said as the group head out of Sugarcube Corner with Centipeetle is carrying Pinkie in a hug while also tickling her.

“You’re f-f-fuuunn-n-n.” Centipeetle said to Pinkie.

“That’s the surprise. I found Centipeetle in the castle.” Peridot said.

“It’s a good find Sis. It makes holding Pinkie easy.” Rouge said as they reach the boutique as she open the door.

They heard moaning from inside.

“Well… Sounds like Rarity’s with Spike…” Jasper said, blushing.

“Spike must’ve gotten Rarity into her bimbo state and having sex with her.” Rouge said as she follow the sounds of moaning to Rarity’s bedroom. “So who want to knock out the love birds?” She asked.

“Why do we need to? They’re distracted.” Jasper said, trying to ignore Centipeetle as she nuzzled Pinkie.

“True.” Rouge said as she turn to look at two changelings that aren’t carrying Applejack’s cocoon. “You two stand by this door and wait to capture the two inside once they finished having sex.” She ordered the two changelings which they obeyed.

“Who next?” Peridot asked.

“Hmm. I say we go for Fluttershy next then Rainbow Dash.” Rouge said as they exit the boutique.

“Uh… I haven’t seen Fluttershy since we left for the Griffon Empire.” Peridot said. “Let’s just get Rainbow.”

Twilight Sparkle was in the Everfree Forest. She wasn’t sure what to do though, the Elements of Harmony were missing, and she had no way to defend herself from the vines, and her magic was steadily depleting.

She arrived at the Tree of Harmony. “What am I going to do…?”

“Why not put the Elements into the tree?” Sunset asked, walking out of the shadows, holding/wearing the elements.

“Give those here Sunset! The plundervines ar-” Twilight was cut off by Sunset, who tossed the Elements in her hands onto the floor.

“Okay.” Sunset said, shrugging. “I don’t want my home invaded by vines.”

Twilight was confused, but quickly placed the Elements into the tree. The last Element was the Element of Magic, which Sunset tossed to Twilight. The purple Alicorn caught it, but was shocked when a plunder vine stabbed her in the chest.

“Ouch… Bet that hurts…” Sunset said, smirking. “I hope you’re okay sis, the vines know they're in danger.”

Twilight felt the vines digging into her. She whimpered, tears streaming down her face.

“I bet none of your friends will care that you’re gone… Such a shame, really. They seemed nice, but their lust took over.” Sunset smiled, watching as Twilight cried out for her friends. “I don’t even think Spike cares anymore… He’s focussed on using Rarity… Man you raised him horribly.”

Twilight sobbed as she felt the vines curl around her heart and horn. Agony was not even close to how she felt.

Sunset looked on with an evil smile as she used her dark magic to finish the spell. The Element of Magic was placed in the tree, and the vines disappeared into Twilight, who slumped to the ground.

Something else happened though. A light went to the grinning Sunset, who took it. A pair of wings appeared on her back, demonic in nature and look.

Celestia and Luna were finally free.

“W-we’re free? Luna asked as she woke up. To her shock and horror, she saw Celestia with two bloody stumps where her wings once were. “TIA!” She yelled running over to her sister as she try to heal her.

“Hahahahahahaha!” Sunset laughed. “The spell actually worked! I’ve become an Alicorn! I knew it was my destiny...”

“WHAT HAVE YOU DONE TO MY SISTER!?” Luna yelled with her royal canterlot voice.

“Oh-hohoho~ I took her Alicornhood!” Sunset said, then frowned. “I can’t feel my knew wings…” Sunset started panicking, but soon calmed down. She then walked over to Luna and Celestia, used her magic to shove Luna away, then stomped Celestia’s horn off.

Celestia woke up screaming, but Sunset kicked her head, knocking her out.

“Leave my sister alone you monster!” Luna shouted as she got back up weakly.

“If I’m the monster, then your sister is Frankenstein.” Sunset said, picking up Celestia’s horn. “You know, Unicorn horns always fascinated me… Even after they’ve been disconnected, they still have their full power… They also have a link with other body parts.” Sunset used the magic on her wings, before spreading them. “Ahh… Hey, does this mean you’re the Queen?”

“It’s still Princess. I still can’t believe my sister own mistakes had cause another pony to become a monster.” Luna said glaring at Sunset while thinking about when she became Nightmare Moon.

“It wasn’t Celestia. It was that mirror she showed me… I saw myself with wings and a horn, I felt the power. That’s why she didn’t change her ways with me. I learned dark magic. And she was terrified.”

“My sister was never good at teaching. Maybe if she treated you better. This wouldn’t of happen.” Luna said as she got into a fight stance.

Sunset laughed. “You actually think you can stop destiny? If I was going to lose, I wouldn’t have been able to corrupt little Twilight. I wouldn't have been able to rip your stupid sisters horn off and steal her power.

“What have you done to Twilight?!” Luna demanded as she notice where Twilight was laying on the ground, blood pooling from her chest.

She started laughing as she got up slowly. Luna saw Twilight’s eyes glowing blue and purple slitted.

“I’m not Twilight anymore… For I. Am. TWIVINE SPARKLE!!!” Twilight shouted, before laughing like Nightmare Moon.

“N-no. N-not Twilight.” Luna said in shock and terror as she back away in fear.

“That’s right… I’m not… Not anymore~” Twivine said, smiling insanely.

“The mare you knew is gone, Luna… Twivine’s all that’s left.” Sunset said. “I think Celly’s bleeding out.”

“TIA!” Luna cried out as she to use her magic to stop her sister from bleeding out. “Please Sunset. Please help me save my sister.” She begged.

“Heheheh… Nah, I want to see how you’ll take her death~” Sunset said as she and Twivine took off.

“No! Please! I-I will do anything! Just please save my sister.” Luna begged while tears came out of her eyes like rivers.

“Anything~” Sunset asked, returning.

“Anything just name it you could even turn me into a bimbo for all I care just please save her.” Luna begged.

“Give up your magic and surrender yourself to whatever I say.” Sunset said, smiling sickly.

“Of course just please save her. I don’t know what I will do without sister. She’s the only family beside Cadence I have left.” Luna said crying over her sister.

Sunset blocked the wound with her magic. She then pulled out a magic nullifier ring. “Put this on.”

“Ye-yes of course.” Luna said as she put the ring on her horn.

Twivine walked over and pulled Luna up. “Follow us.”

“Yeah, Celestia is still gonna need a doctor. Once we’re secure, we’ll send a doctor over to her.” Sunset said.

“Of course.” Luna said simple as pick up her sister carefully.

“Leave her.” Sunset said. “I’ll have a Changeling bring her to Ponyville.”

“Ok.” Luna said as she obeyed.

“Let’s go, and don’t try anything.” Sunset said as she took flight.

“Ok.” Luna said as she followed Sunset and Twivine.

“Rainbow’s down!” Peridot yelled.

“I got her.” Bunnie said as she grab Rainbow while she was laying on the ground after getting by Amy’s hammer.

“Let me go!” Rainbow demanded while to get free from Bunnie but failed.

“And that’s all of them.” Rouge said smiling that they had captured all of Twilight’s friends.

“Now we wait for Sunset to come back.” Amy said as she sat on a knocked out Fluttershy.

“You don’t have to wait long…” Sunset said as she came into view.

“Hello Sunset. Nice new pair of wings and I see your part of the plan has work.” Rouge said as she notice Twivine was with Sunset and a sad Luna.

“Twilight? Sweet Celestia what happen to you?!” Rainbow asked in shock at seeing Twivine.

“Twilight is no more… I am-” Twivine cut herself off and ran into the bushes to puke.

Sunset stared at Twivine for a second before showing Celestia’s horn off. “I got a new wand~ And it’s made from Alicorn horn!”

“What have you done with the Princess?!” Rainbow demanded at Sunset while struggling in Bunnie’s grip.

Sunset patted Twivine’s back. “I stole her wings and horn… Changelings, go get Celestia and bring her to the hospital.”

“Nice work Sunset. Revenge and Equestria is now ours.” Rouge said happily has she hugged Sunset.

“You creeps won’t get away with this!” Rainbow said in rage.

“Is Twivine alright?” Amy asked Sunset.

“Yeah, the vines just got into her stomach.” Sunset said as Twivine moved away.

“I am Twivine Sparkle!” Twivine finally proclaimed. “I shall destro-” Twivine went back to the bush and vomited again.

“Something tells Trixie that is going to be a running gag for sometime.” Trixie said while blinking at the scene.

“What did you do to Twilight this time?!” Rainbow demanded still in rage.

“I corrupted her with the plundervines…” Sunset said slowly.

“When I get free from this rabbit. You are so going to be sorry!” Rainbow said struggling.

“Do you still love me?” Twivine asked, limping towards Rainbow. “You do still care about me… Right?”

“Of course I still love and care about you Twilight.” Rainbow said to Twivine sadly.

“Then why do you seem so… Disgusted with me?” Twivine asked, getting close to Dash’s face, her dark eyes piercing into the cyan pegasi’s soul.

“It-it-it’s what Sunset has done to you I-I-I am disgusted with. But I still love you.” Rainbow said with a little of fear and pleasure in her voice.

“Sunset has only freed me… I’m finally, truly, alive…” Twivine said, caressing Rainbow’s cheek. “What are you planning on doing with Rainbow…?”

“She’s all yours, sister.” Sunset said, crossing her arms.

“Yeah. Do whatever you want with her Twivine.” Rouge said grinning.

“Wh-what do you mean I am her’s?” Rainbow asked sounding a little panic and a little bit happy.

“It means you’re hers to do with as she pleases.” Sunset said, before she walked off.

Twivine grinned darkly. “Well then… I think I know what to do…” Twivine teleported herself and Rainbow away into Rainbow’s house. “Show me how much you love me…”

“O-ok H-Hot Twi.” Rainbow said as she start kissing Twivine on the lips while her breasts and ass began expanding again.

“You will never have sex with anyone else…” Twivine said darkly.

“O-of course Hot Twi.” Rainbow said as she grabbed Twivine’s ass as her hair grow longer and lighter as well as her mind is starting to fog.

“You’re my pet, mind, body, and soul…” Twivine said, using magic on Rainbow’s head. “You’re going to remember this… All of it… Strip.”

“Like ok Twily.” Dashie said as she take her clothes off which caused her huge breasts and ass to jiggle as she was now naked. “Anything else Mistress Twily?” She asked Twivine happily.

“Strip me… And savor it~” Twivine said, already starting to finger Dashie. “I want my face, my body, to be the only one you ever think of… I want you see every inch of me. I want you to make me want no one other than you~”

“Like ok Hot Mistress Twily.” Dashie said as she slowly take Twivine’s clothes off while looking and smelling every inch of Twivine’s body. “Like your totally the only mare for me. Now and totally forever.” She added with a moan.

“I am… Aren’t I?” Twivine said, speeding up. “Then why’d you have sex with others? Ponies who aren’t me...”

“Like you were like so busy and I totally needed to cum real bad but I alway think of you when I do.” Dashie said purring to Twivine.

Twivine’s eyes darkened as she pulled her fingers out. “So you’d sleep with a stallion… Another mare, if you need a quick cum… What an unloyal thing to do… From now on, you will not touch another living thing besides me… You will only talk to me… If I do not want to make you cum, you’ll wait months, years for when I feel like it. Understood?” Twivine demanded.

“Like crystal clear Mistress. I will like totally be your most loyal bimbo pet ever.” Dashie said happily.

A plundervine without any spikes crawled out of Twivine’s hip and penetrated Dashie’s pussy, before pumping into her.

“Oh… I believe you… Who were the mares and stallions you slept with~? And tell me how they pale in comparison to me~” Twivine said as she watched the vines pleasure Dashie.

“Like just some randoms stallions like Big Mac or Thunderlane who are totally sloppy at sex. Like for mares just our friends and some others mares that have been totally turn into bimbos but are bad at fingering a pussy and the Ponyville’ school teacher.” Dashie said while moaning from the vine into her pussy. “Like you are a goddess at fingering and bringing me pleasure Mistress.” She added.

As the vines pounded Dashies pussy, asshole and played with her breasts, Twivine stared into Dashie’s eyes. The pegasus saw that her mistress's eyes were lifeless… Dark and cold… Almost soulless…

“Like your eyes are totally lovely.” Dashie said moaning from all the pleasure she was getting from Twivine.

“You have my permission to cum…” Twivine said, smirking as she kissed along Rainbow’s jaw.

“Okkkkkay.” Dashie said as she cummed out a river on the ground and on one of Twivine’s vines. The vine pulled out of Dashie and hovered over Twivine’s face. Twivine then proceeded to lick the cum off of it.

“You taste lovely Dashie…” Twivine said, then lowered her head. She started licking and sucking on Dashie’s slit and clint as her hands groped the cyan breasts above her.

“Like thank you Mistress.” Dashie said moaning louder in pleasure. Dashie came two more times in Twivine’s mouth, before the corrupted mare let go of her pet.

“How do you feel, Dashie?” Twivine asked, staring Rainbow in the eyes again.

“Like I am totally on top of the world Mistress.” Dashie said staring into Twivine’s eyes with a goofy smile.

“How many more times can you go?” Twivine asked, fingering Dashie.

“Like as many times you want. My body is totally yours to do with as you please forever.” Dashie said happily moaning from the fingering.

“Of course~ You're all mine, Rainbow Dash… I’ll find a way to make you immortal… And then you can be mine… For eternity~ How does that sound?” Twivine used her magic to force Dashie over the edge again.

“Oooooooh yyyyyeeeesss! Like that’s the best thing ever. Totally like being immortal with you would make me like totally happy.” Dashie said as she cums again. Twivine forced Dashie to cum too more times, then started to lick Dashie. Dashie came one more time.

Twivine then went up to Dashie and summoned a pill. “I want your mind to be clear for this next one~”

“Like ok Mistress.” Dashie said as she took the pill which cleared her mind of the lust and her hair went back to normal but her breasts and ass remain huge.

“Hello Rainbow… How are you~?” Twivine sat on Rainbow’s throat, but not enough to choke her.

“I feel amazing Mistress Twi.” Rainbow said to Twivine with a small smile.

“So you really are loyal~” Twivine said, staring down at Rainbow. “I thought you’d put up a bit more of a fight…”

“Why would I fight you? You are still my best friend and Mistress even if your lifeless eyes scare me a little I still love you no matter what.” Rainbow said while staring into Twivine’s eyes.

“You’d abandon Equestria for me?” Twivine asked, closing the distance between their faces. “Abandon your dreams? Your home?”

“I would give up everything just to be with you forever.” Rainbow said with a bigger smile.

“Then be with me forever, my Rainbow~ Be my mare, my one bit of who I used to be.” Twivine said, kissing Rainbow. “Pleasure me~”

“You got it my Mistress Twi.” Rainbow said as she finger Twivine’s pussy with one hand and play with Twivine’s breasts with the other. “Does this please you Mistress?” She asked while licking Twivine’s neck.

“Y-yes~” Twivine moaned. “L-lick me~”

“As you wish.” Rainbow said as she started licking Twivine’s pussy.

Twivine moaned quietly. “Why do you love me so much?”

“Because you are hot, you are smart and a little funny. You look so cute when you have your little panic attack on the small things Celestia has you for to do.” Rainbow said as she lick deeper into Twivine’s pussy.

Twivine groaned as her hands felt up and down Rainbow’s body. “I love you because of your body~ I love you because you’re brave, loyal, and amazing~ You’re strong, you’re fun, and you. Are.. PERFECT…” Twivine’s groans turned into paintings.

“Thanks Mistress and you are goddess level perfect.” Rainbow said licking even deeper.

“I’m so c-close Dash~!” Twivine moaned in a high pitch that sounded like she used to.

“I will keep on licking Mistress.” Rainbow said as she went even deeper than before.

Twivine came all over Rainbow’s face. She then fell backward onto Dash’s body. Twivine rolled off of Rainbow and hugged her side, legs ensnaring the pegasi’s left leg and arms trapping Rainbow’s upper half.

“I’m going to tear your pussy apart~” Twivine said, licking Rainbow’s nipples. “Tomorrow I’m marrying you~ My love...”

“Really? That would make the most happiest mare in all of Equestria- no the world.” Rainbow said while moaning.

“Good… Because you’re not getting away from me~” Twivine said, forcing another orgasm inside Rainbow. “Till death do we part…”

“That’s good. I would go nuts if I am not with you.” Rainbow said as she lick up all of Twivine’s cum.

“Then it’s a good thing we’ll never be apart~” Twivine said, still hugging Dash as she started to drift off to sleep. “Have fun with me… And never leave me…”

“No worries Mistress. We will be together forever.” Rainbow said as she went to sleep next her Mistress Twivine.

(At the Hive)

“Wakey wakey~” Chrysalis cooed, caressing her hand across Applejack’s stomach and lowering to the farmers slit.

“Uhhh… What the-” Applejack yelp at the feeling of a dick on her stomach. “T-tarnation…?”

“She’s awake Carrot~” Chrysalis cooed.

“Well it’s about time she wakes my Queen.” Carrot Top said as she was wearing Applejack’s hat.

“C-Carrot Top!?” Applejack yelped. “What the hell’re ya doin!?”

“She’s helping me prep you for brooding.” Chrysalis said.

“Wh-what’s b-brooding…?” Applejack asked fearfully.

“We are going to be placing lots and lots of Changeling eggs inside you.” Carrot Top said while poking Applejack’s belly. “Plus your bimbo side will help the eggs along and feed the Hive.” She added evilly.

“But we’ll need to… Adjust you… This cock is bigger than a normal stallion, you see.” Chrysalis said, “And the cocoon did it’s work, so there’s only one thing to do…” Chrysalis pushed Applejack onto the floor haphazardly, and stood up. The changeling queen made the ground turn into a swollen hill. She then dragged Applejack onto it, making her turn over onto her stomach.

“Wh-what are ya gonna do t-to me…?” Applejack asked.

“Of Applejack… I’m going to make you suffer for what you did to me.” Chrysalis started stroking her erection. “This won’t be pleasurable for you~ Carrot, can you help me~?”

“Of course my Queen.” Carrot Top said as she pin Applejack down by her arms.

Applejack started to turn into a bimbo from the sound of Chrysalis’ moans, but was able to weaken her arousal by thinking about other things.

“Oh yes… This’ll be fun~” Chrysalis moaned. “Make her lick you out Carrot~”

“With pleasure my Queen.” Carrot Top said as she place her pussy right up to Applejack’s mouth which was forcing her to start licking. Applejack started to cry when Chrysalis thrusted until there was no more of Applejack’s pussy untouched. But that wasn’t the worst part…

The worst part was Chrysalis continuing. AJ screamed in pain as Chrysalis thrusted again, ripping her apart on the inside. The dick tore into her egg and Chrysalis hilted her until she came. The farmers pussy leaked out tremendous amounts of blood as millions of seeds filled her, and her insides started to change.

Applejack wailed into Carrot’s pussy, tears falling down her face.

“Oooh yes. That feels so good.” Carrot Top said while moaning in pleasure Applejack’s crying into her pussy.

Chrysalis pulled out as her dick vanished. “Not as good as watching you tormenting that retard~”

“Yeah when I pulled Derpy’s eye out it felt so good.” Carrot Top said with moan from remembering that while hearing that voice again.

“Maybe we can pay the little fucktard a visit~” Chrysalis said, spreading her legs to show off her slit. “Or maybe her daughter~”

“Oh. I say we go with her daughter next and maybe Applejack’s little sister too.” Carrot Top said evilly.

“Please! Don’t touch ma-” Applejack started but Chrysalis kicked her face, which spewed blood.

“Quiet maggot…” Chrysalis said, forcing Carrot’s head into her womanhood.

“Oooh Yes. That is nice.” Carrot Top said happily with a moan. “Maybe we could turn little Apple Bloom into a changeling.” She suggested.

“Perhaps~” Chrysalis said, picking Carrot up bridal style and setting her on the throne. She then dragged the still crying Applejack by her foot. She then sat down and made herself another dick. “Suck.”

Applejack obeyed, sucking on the Changeling Queen’s member. The farmer was surprised though, when Chrysalis forced her head down. She tasted blood. Her blood.

Chrysalis sighed, pleasuring Carrot Top who was in her lap as she thought. “So Sunset Shimmer wants to rule the world… Wants to rule me… We can’t let that happen, now can we, Carrot?”

“No we can’t my Queen. We could rid of her and her freaks. Or we could take Equestria by force.” Carrot Top suggested.

Chrysalis smiled darkly. “I have an idea~ Tomorrow we’ll meet with her… And then… I’ll take her heart…” Chrysalis said, fingering Carrot Top.

“That could work.” Carrot Top moaned her answer.

“After that, I’ll pose as her, and take whoever I want as a wife, and kill the rest.” Chrysalis chuckled darkly.

Sunset was squealing with Rouge in her arms. “Tomorrow we’ll meet with the order and take Canterlot by force! We’ve already won!” Sunset twirled while holding Rouge. “Centipeetle, go fuck Pinkie.”

“Yay!” Centipeetle squealed and hopped outside.

“Rouge… Thank you so much… Because of you this was possible.” Sunset said with happy tears in her eyes.

“Your welcome Sunset and it’s thanks to you that I got my revenge for my sister along with Jasper and Lapis.” Rouge said as she hug Sunset with happy tears too.

“So shall we rest up before we take Canterlot?” Amy asked Sunset.

“Of course… We can’t half ass things this close to victory.” Sunset said. “Everyone rest up.”

“Ok. So which noble do we want to get rid of first after we take Canterlot?” Bunnie asked as she gets into bed.

“I am thinking Blueblood. What do you think Sunset?” Rouge asked Sunset as she get’s in bed with her.

“It doesn’t matter… They’re all going to end up the same.” Sunset replied. “You all should go find a new place to sleep… Me and Rouge want some alone time.”

“Ok. I was thinking about of sleeping in Rarity’s place anyway. Plus free clothes.” Amy said as she, Bunnie and the others leave the to Rouge and Sunset.

“Now then. Let’s give your new Ailcornhood a test drive in bed.” Rouge said to Sunset with bedroom eyes.

“Top or bottom?” Sunset asked.

“Bottom.” Rouge said with a purr.

Centipeetle pushed Pinkie behind a bush. Pinkie was unaroused because Centipeetle helped her her take her pills before leaving the pastry store.

“Did I tell you my name?” Centipeetle asked, pinning Pinkie down.

“No you didn’t silly. So what is your name?” Pinkie asked with a giggle.

“Kayla Centipeetle.” Centipeetle said. Kayla then started to take Pinkie’s shirt off.

“Ohh. You are a cheeky one aren’t you.” Pinkie said with a small blush and a giggle.

“I was told to fuck you, which means to have sex with you.” Kayla said, tossing Pinkie’s shirt to the side and working on the Earth Ponies bra.

“But we haven’t gone on a date yet.” Pinkie said her face going redder and with a little bit of worry.

“I don’t know what a date is.” Centipeetle said, before finally getting the last piece of clothing on her top half.

“H-hey. Give that back. It’s cold out here.” Pinkie said now getting really worried.

Centipeetle took Pinkie’s shoes off and pulled the pink mare onto her leg and started taking Pinkie’s pants off. She surprised Pinkie with a kiss on her lips.

“N-no. I don’t want to have sex without my permission.” Pinkie said looking scared while being kissed.

Centipeetle tossed Pinkie’s pants away. “Then give me permission.” She then started to suck on Pinkie’s tits.

“W-well since I-I am not a bimbo right now. I-I suppose.” Pinkie said scared while she started moaning from the tit sucking.

“Great! This is going to make you my official girlfriend!” Kayla said, laying Pinkie down and pulling her panties down. “I mean, I would’ve done it either way.”

“I-I guess that could be fun to have you as a marefriend.” Pinkie said still scared but she has a small smile.

Kayla lowered her head to Pinkie’s pussy and started licking it deeply as her hands pinned Pinkie’s arms.

“Oh yes. That feels good.” Pinkie said with a moan. Kayla shoved her tongue as deep as possible and rapidly moved all over her walls, brushing her clint every now and then. “Oooh yes. Lick me more.” She added as she was starting to enjoy it.

Kayla continued, going deeper and deeper with her tongue, extending it beyond average. Kayla also felt wet. She started speeding up, using her strength to hit Pinkie’s G-spot hard.

“Hehe. I am getting close.” Pinkie said half enjoying it half scared.

Kayla let go of Pinkie’s arms to apply pressure to the mare’s clint and fondle her ass.

“Almost there.” Pinkie said as her hands went and grab Kayla’s ass right after she slaps them as well as her legs try to kick Kayla from out of fear.

Kayla started coughing as she got off of Pinkie and curled up.

“Ooops. Sorry.” Pinkie said as she went and hugged Kayla lovelingly.

“Wh-why’d you d-do th-that…?” Kayla whimpered.

“Sorry. My legs were the only part of me that was still in scared mode. Are you okay?” Pinkie asked still hugging.

“Y-yeah… What would it take to calm y-you down?” Kayla asked, warming up to the hug.

“You could finish me off or get me a nice cupcake.” Pinkie suggested to Kayla.

Kayla nodded, then started to finger Pinkie. “W-would y-y-you like t-to see m-me?”

“Of course we can silly. We are marefriends now right.” Pinkie said while she moan louder as she cummed.

Kayla pulled her fingers out. “Strip me.”

“Ok.” Pinkie said as she strip Kayla of her clothes. Once she was nude, she forced Pinkie down and climbed on top of her, her pussy hovering over Pinkie’s mouth.

“P-please…”

“Sure.” Pinkie said as she start licking. “You taste odd.” She added.

“What’s the problem...?” Kayla asked.

“No problem. I you just taste like something I haven’t tasted before.” Pinkie said licking Kayla even more. “I think it might be a type of chicken I haven’t tried yet.” She added.

“J-just kiss it~!” Kayla moaned. Which Pinkie did without saying a word as she kissed Kayla on the lips. Kayla pressed her pussy to Pinkie’s and started grinding them together.

“You are good at this.” Pinkie said after a moan before going back to kissing.

“Th-this is my f-first time~ A-and my f-first k-kiss~” Kayla replied, then returned to the kiss moaning.

“Really? Then you are a natural at this.” Pinkie said happily. “I should throw a party for this.” She added as she kiss.

After a bit, Kayla started to get close to her first climax.

“Just a little more.” Pinkie said as she played with Kayla’s breasts.

A few seconds later, Kayla came hard. She moaned loudly before falling on top of Pinkie.

“That was fun.” Pinkie said tiredly. Kayla didn’t stop though. She started licking Pinkie’s nipples and fingering her pussy violently.

“Oooh yes. You could stop now before I pass out from tiredness.” Pinkie said moaning.

“Then I’ll just wake you up~” Kayla said, biting Pinkie’s neck.

“Ouch! That hurts!” Pinkie yelped as she try to get Kayla to let go of her neck.

“I heard leaving a love bite marks your territory…” Kayla said, grinding her knee into Pinkie’s crotch.

“T-true but it still hurts.” Pinkie complained after a moaned while rubbing her neck.

After Pinkie came again, Kayla started kissing Pinkie again. She pulled out of it though. “Have you ever had a marefriend before?”

“Not until now I haven’t.” Pinkie answered kissing back. Kayla started groping Pinkie’s breasts.

“Do you love me?” Kayla asked.

“Sure. I love everyone that is my friend.” Pinkie said as she giggle at the groping.

“I mean love me… We aren’t friends.” Kayla said, grabbing Pinkie’s pussy violently and squeezing it.

“I know. We are marefriends that’s enough love for me to have sex with.” Pinkie said giggling.

“W-would you stay with me…?” Kayla asked, fingering Pinkie again.

“Oooh yes. Yes I will. We will make it a party for two.” Pinkie said moaning from the fingering.

“Yay!” Kayla squealed. She picked Pinkie up and started skipping through the woods. “You are mine and I will protect you and we shall make love for hours and one day make babies!”

“Yay! I love babies. I mean who doesn’t.” Pinkie said happily while forgetting about she was still naked.

They arrived at another watch tower which Kayla busted into. She ran up the stairs and dropped Pinkie onto her small bed. “This is where you and I’ll be sleeping!”

“Ok but where are you going to sleep?” Pinkie asked not bother about how small the bed is.

“With you~” Kayla slipped under the covers and pulled Pinkie under them too. She snuggled into Pinkie, making sure all of their private parts touched before falling asleep.

“Ok. Well good night Kayla.” Pinkie said as she fell asleep hugging Kayla like a teddy bear.

To be continue.

Chapter 8

(Next morning)

Sunset was sat on the edge of the bed, working on something.

“Good morning Sunset.” Rouge said with a yawn as she sat up from the bed to look at Sunset.

“Morning Rouge.” Sunset said, turning around with what she was working on behind her back.

“So what is our first move to taking Canterlot will be?” Rouge asked as she got her clothes on.

“Well… I was thinking we could talk about that later…” Sunset said, looking away with a blush. “Y-you see… Now that Equestria is technically ours… I was thinking…” Sunset shoved a small box in Rouge’s face and opened it, revealing a diamond ring. “To make this officialwillyoumarryme!?”

“Oh. Of course I will marry you.” Rouge said putting the ring on and hugged Sunset out of joy. Sunset nearly melted right then and there.

The door to the bedroom slammed open. “Guys! They’re her-” Jasper froze, seeing Sunset naked. The Alicorn screamed and hid under the covers.

“Who’s here Jasper?” Rouge asked Jasper while giggling at Sunset’s embarrassment.

“Our allies. Chrysalis, Starlight, Sombra, and Lightning Dust.” Jasper said. “They’re in Town Hall.”

Sunset Shimmer cleared her throat and used magic to summon her robes. “Right… You don’t have to come Rouge, I’ll use magic to call you if you don’t want to deal with this.”

“Oh but I want to come with you. Just in case something goes wrong.” Rouge said hugging Sunset lovingly.

“Oh okay…” Sunset said. “Just try to be professional.”

“Of course Sunset. Let’s go see them.”

Sunset kissed Rouge’s nose.

Twivine groaned as she woke up. Her stomach felt queasy. “D-dash…?”

“Yes Mistress Twi. Are you okay?” Rainbow asked as she woke up and rubbed Twivine’s back in concern.

“Wh-where’s the bathroom?” Twivine asked, getting up weakly.

“First door on the left down the hall.” Rainbow said Helping Twivine up.

Twivine rushed to the bathroom and burst in. She fell to her knees and started throwing up bile. “D-Dash!”

“Mistress! Do you need a doctor?” Rainbow asked as she enter the bathroom looking worried.

Twivine spat blood out of her mouth and stood up quickly, which made her fall backwards into the bathtub and hit her head. “D-Dash!” Twivine reached out to Rainbow weakly.

“Hold on Mistress! I will get you to the hospital in ten seconds flat.” Rainbow said as she carefully pick up Twivine.

“N-no!” Twivine shouted, feeling blood coming up her throat. She forced Dash into a kiss as the blood spewed out of her mouth. She pulled away from the kiss, her eyes looking like they did when she was Twilight. “Wh-why do you love me!?”

“Because you are the hottest most smartest mare I have ever saw.” Rainbow said not bother about the blood in her mouth.

“You sh-shouldn’t love me! I-I’ll hurt you!” Twivine’s said, eyes tearing up. “Kill me… B-before the vines kill you...”

“N-no I c-can’t do that. I love you too much I can’t kill you. Even if the vines kill me I will still be with you in spirit.” Rainbow said tearing up herself.

“If you really love m-me… You’d end my suffering…” Twivine screamed out, and her eyes glowed again. “S-sorry… I’m sick. C-could you put me in bed?”

“O-Of course Mistress Twi.” Rainbow said as she did as she was told. “Do you want me to get a doctor or Sunset to have a look at you?” Rainbow said crying a little.

“N-no… I’ll be fine… The vines inside of me are getting used to their new home…” Twivine said groaning. “Is there something that’d make my pet feel better?”

“Just to see you get better will make me happy Mistress.” Rainbow said giving Twivine a kiss. “Is there anything I could get you Mistress?” She asked.

“Maybe something for breakfast…” Twivine said. “And maybe a cuddle~”

“As you wish Mistress.” Rainbow said as she went and got Twivine some breakfast and then went and gave her a cuddle from behind. “Will this do Mistress?” She asked as her huge breasts press up against Twivine’s back and wings.

“Perfect… Just… Don’t leave me…” Twivine said, drifting off to sleep.

“As you wish Mistress. Call me when you need me.” Rainbow said as she left the room to let her Mistress sleep.

Chrysalis sat in a computer chair with Carrot Top in her lap. Sombra was sat in a crystal throne, Lightning was talking to Gilda and the Griffon General, while Starlight was talking to Sugar Belle and Night Glider.

“Soon…” The Changeling Queen said.

Sunset walked in through the doors with Rouge, Peridot, Trixie, Amy and Lapis Lazuli.

“Here they come.” Sugar Belle said to Starlight Happily.

“We’re almost done! We only have to take Canterlot and Equestria will fall!” Sunset said proudly.

“And how do we do that?” Chrysalis asked, smirking. “There’s still Luna...”

Sunset laughed. “Really? Bring her in!”

Jasper and Bunnie walked into the room and tossed an almost completely naked Luna into the center of the room. Chrysalis, Sombra and Starlight were blown away at this.

“Now on your knees and show our guess those naked knockers of yours.” Bunnie said to Luna which she obeyed and had a face that had been crying for hours.

“Sunset, what the hell!?” Starlight shouted angrily. “What have you done to her!? What’d she do?”

“I commend you Shimmer… Who knew you could be such a cold hearted monster~” Sombra said, smiling cruelly.

Sunset was taken aback. “Wh-what? Cold hearted!?”

“He does kinda have a point… I wanted to get back at the Wonderbolts, maybe dethrone Celestia after she sent my dad into a suicide mission, but this…” Lightning Dust said, looking disgusted.

Chrysalis whispered to Carrot. “This is looking better than I thought~”

“I know. It looks like we could add Luna to the hive my Queen.” Carrot Top whisper back while not noticing that Rouge could still hear them with her big bat ears.

“So what you suppose we do with Celestia and Luna after we dethrone them Lightning?” Amy asked Lightning.

“Maybe take over the Wonderbolts position.” Lightning said, looking at Luna sadly.

Chrysalis whispered something in Sombra’s ear that made him glare at Starlight. He got up and shot her with dark magic, making her cry out in pain and topple to the floor.

“STARLIGHT!!” Both Sugar Belle and Night Glider shouted and ran over to Starlight.

“What the fuck was that for?!” Bunnie asked Sombra out of surprise.

Sombra then shot Sunset’s eye, causing her to scream in pain as blood exploded outward.

“SUNSET!!!” Rouge yelled as she ran over to Sunset with a medkit from Trixie.

“I knew we shouldn’t have trusted Sombra and Chrysalis!” Amy shouted as she got out her hammer while Pikachu’s cheeks start sparking.

Before anything else happen… Something else happened… A few dozen ponies crashed into the building. Shining Armor being part of the attack, he sent a magical beam into Sombra.

“G-get the Crystal h-Heart…” Sunset hissed in pain as she got up. “I’ll take care of Chrysalis!”

“O-Ok Sunset. Be careful. I don’t want you to die before our wedding day.” Rouge said as she quickly ran to get the Crystal Heart while her sister and their friends fight the ponies, the Changeling Queen and a dark Tyrant.

“Princess, are you okay!?” An orange filly with a purple mane known as Scootaloo whispered. “Come with me...”

“Is my sister safe little Scoots?” Luna whispered back to Scootaloo.

“Yeah, she’s in surgery from what Captain Shining tells me.” Scootaloo replied. “Come on, while they’re distracted.”

“Ok.” Luna said as she got up just as Bunnie tackled both her and Scootaloo to the ground.

“Not so fast you two. You aren’t going anywhere.” Bunnie said as she pinned them down with her robotic limbs.

“Ah!” Scootaloo yelped, scared.

As that was happening, Sunset, Sombra, Shining and Chrysalis fought. Sunset was getting slower, and with her limited sight, gained several almost fatal injuries.

Shining actually tried helping Sunset, but he was too busy making sure he didn’t get hurt like the beacon haired Alicorn.

Sunset fell onto her ass, blood trickling down her body. Her clothes, once violet, orange, black, and more was now stained red. If it wasn’t for her new Alicorn body and dark magic, she’d have died minutes ago.

“Heheheh… Once I kill you, maybe I’ll take Rouge as one of my wives, just to make your afterlife eternal anguish…” Chrysalis cooed darkly.

Just as Chrysalis was about to say something else she was cut off when a portal open up above her and a human girl, a female anthro fox and a male robotic fox fell out and landed right on top of her.

“Ouch. That fucking hurt.” Complain the red headed girl as she got up.

“At least I landed on a something soft.” Said the robotic fox with a hook for a hand who was laying on Chrysalis’s breasts.

“Get. Off.” Chrysalis growled.

“Ok grumpy.” The Robotic fox said getting up follow by the Anthro fox.

“Oh great. We landed on a dumb bug.” The anthro fox said annoyed while rubbing the dirt off herself.

Chrysalis teleported behind Sunset and rammed her arm into the mare’s chest and through her heart. Sunset screamed, but that wasn’t the end. “When you get to hell, give everyone my regards…”

The Changeling queen cut Sunset’s head off and grabbed it by the hair.

Chrysalis kissed Sunset’s decapitated head as if for one final insult.

“Ohh. You should not have not done that infront of me.” The red headed girl said as Rouge had entered the room and stare at Sunset’s lifeless head in wide eyed shock.

“Look at it this way freak, now you can fuck even more losers…” Chrysalis said, playing with Sunset’s jae. “‘Hey Rouge, you’re a bitch and I never loved you.’ Hahahahaha!”

“Bitch you gone goof.” The anthro fox said as she notice the seven chaos emeralds are floating around Rouge with a dark aura while a look of pure rage was on Rouge’s face as her white hair turn black and her pink hearts on her clothes turn blood red.

Chrysalis kissed Sunset’s head, then spat on it. “Really Rouge… You could do so much better… And you’ll only replace her...”

Then in the blink of an eye Dark Super Rouge has her hands around Chrysalis’s neck very tight. “How fucking dare you…..HOW FUCKING DARE YOU!!!!!” Dark Super Rouge roared as she slammed Chrysalis to the ground up and down.

“Shit. Remind me never to get on her bad side Fiona.” Amy said to the anthro fox known as Fiona as the two watch Chrysalis is getting beaten to death by inrage bat.

“You leave my Queen alone Freak!” Carrot Top shouted as she flew to attack by was tackled an angry one eyed pegasus.

“Remember me bitch?” Derpy asked, before punching Carrot. “How do you like the pain!?” She pounded on Carrot’s face as her leg stomped on Carrot’s stomach.

“Argh!! Get off of me One Eye Derpy!” Carrot Top said while spitting out blood as she try to defend herself.

Derpy stomped on Carrot’s arm, where most of the holes were. “What’re you gonna do bug brain?”

“This.” Carrot Top said as she zapped Derpy’s leg with her magic. She was surprised though, when nothing happened.

“Shadowbolt suit. Magic doesn’t do shit~” Derpy then continued to beat the living shit out of Carrot.

Chrysalis though was getting a worse fate.

“YOU TOOK SOMEONE I LOVED AS MUCH AS MY OWN SISTER!! WE WERE GOING TO GET MARRIED! BUT YOU KILLED MY SUNSET!!!” Dark Super Rouge roared as she ripped Chrysalis’s left arm off. “SO NOW I AM GOING TO RIP YOU APART LIMB FROM LIMB!!!”” She added as she rip the other arm off.

Chrysalis screamed in pain. “Carrot! Help your queen!”

“I can’t my Queen! I am being pinned and beaten by Derpy!” Carrot Top Shouted as she was being beaten up.

Chrysalis looked Rouge directly in the eyes. “P-please, I’ll do anything!”

“I will try my Queen!” Carrot Top shouted as she fired a magic bolt at Dark Super Rouge but it bounce off of her and hit Shining Armour.

“Gah!” The stallion was sent through a wall.

“P-please s-s-spare m-me…” Chrysalis begged.

“LIKE YOU SPARED SUNSET?!” Dark Super Rouge roared her question as she ripped Chrysalis’s left leg off. “NO! YOU HAD THIS COMING FOR A LONG TIME! SO PREPARE TO DIE FOR YOUR BACKSTABBING SINS!!” She added as she ripped Chrysalis’s other leg off follow by her wings.

Chrysalis started sobbing uncontrollably.

“NOW! ANY LAST WORDS BEFORE I RIPPED YOUR HEAD OFF AND DO THE SAME THING YOU DID TO MY LOVES HEAD?” Dark Super Rouge asked as she has left hand on Chrysalis’s head while her right hand is on her body ready to pull.

“Carrot! Get out of he-” Chrysalis tried, but was cut off by Rouge as she ripped the Changeling Queen’s head off.

“MY QUEEN!! NOOOOO!!” Carrot Top shouted before she passed out from beatens she took from Derpy.

“WHO’S NEXT?!” Dark Super Rouge roared while looking for Sombra in the battle field but cannot find him.

“I think it’s time to leave!” Lightning Dust yelled. “There are too many!”

“NO! Not yet. You can take our injure to safely. The rest can keep fighting.” Dark Super Rouge ordered Lightning Dust. “I won’t let everything we worked so hard on fall apart because of a backstabbing bug and ponies that are still loyal to Sunbutt and Moonbutt ruin it.” She added.

Lightning Dust nodded and directed Night Glider and Sugar Belle to get Starlight out of the fight.

Scootaloo headbutted Bunnie as hard as she could.

“Ow! Son of a bitch! My nose hurt you little brat!” Bunnie yelled as she headbutted back at Scootaloo back which knock the filly out cold and she did the same thing to Luna just to be sure.

“Let them go and help us!” Jasper ordered.

“Ok. But we are taking these two with us when the fight is over.” Bunnie said as she got up and help the robotic fox in fighting a pegasus guard. “Plus it’s a change for me to fight along with my favourite fnaf character.” She added which made the fox blush.

“I hate you…” Jasper grumbled, but froze. A giant hand made out of water hovered above the fighters with Lapis on top. “I don’t think this fight is going to last much longer…”

“What the hell are you doing Lapis?!” Amy asked after she smashed a guard’s head in with her hammer and coming to Jasper’s aid.

“Finishing this fight.” Lapis said darkly as she let go of her grip. The giant hand crashed into everyone who was fighting, making those too weak from the fight to collapse, and those still standing to stop in their tracks. “This was never our goal! Canterlot is! Let’s go before any more casualties!”

“Whatever. Everyone get close to me so I can chaos control us to Canterlot!” Dark Super Rouge ordered everyone.

“Just one moment please.” The red headed girl said as she walk over to Shining Armour who was trying to get up. “Want to hear a secret?” She asked him sweetly.

“I don’t care…” Shining said. “Rouge already took everything from me… My wife, my sister, my home… So you can go shove it.”

“Oh. That is just plain rude. Any way the secret is this.” The girl said as she let out a scream at Shining Armour that was loud enough to make his head explode in a rain of blood and grey matter.

“Well look like you got wish on killing him Fluttershout.” Fiona said to the girl now known as Fluttershout who walk up to the group with a sweet smile to her face.

Lapis stared at the corpses unmoving.

“Ok is everybody close enough to me yet?” Dark Super Rouge asked while tapping her foot waiting.

“Yep!” Jasper said. “Wait. Lapis! Get over here!” Lapis was unresponsive.

“Ah hell. I will get her.” Bunnie said as she ran and pick up Lapis bridal style and ran back to group. “That’s everyone.” She added which Dark Super Rouge nodded before she had a quick look at Sunset’s horn that she pick up earlier.

“This one for you Sunset.” Dark Super Rouge with a tear on her face as she shouted. “CHAOS CONTROL!!” Her and everyone that was near her was teleported to Canterlot Castle.

The few guards that were there tried to charge them, but were taken out by Lightning Dust and Jasper.

“What now? Sunset’s gone, now we don’t have a leader.” Jasper said.

“I will be our new leader. I will carry on Sunset’s dream in ruling Equestria.” Rouge said as she turned back to normal as the Chaos Emerald went back inside the case that had just appeared. “Sunset would have wanted it that way.” She added as she saw and kicked a guard.

Lapis started sobbing as Peridot groaned in pain.

“Who are you?” The green gem asked the group of strangers.

“Oh right. My name is Fiona Fox.” Fiona answered Peridot’s question.

“I be Foxy the Pirate Fox.” The robotic fox now known as Foxy said with a bow before he hit a guard with his hook.

“And I am Fluttershout. It nice to meet you lot. Sorry about us dropping in uncall for. And we don’t have tokens yet.” Fluttershout said.

“You might’ve been able to save Sunset…” Peridot said, crossing her arms. “Rouge, are you okay? Is there any way I can assist?”

“Well excuse us for not knowing what the fuck was going on. We only just got drop into this world from our Equestria’s Tartarus.” Fiona said annoyed.

“If someone is covered in blood, you help them.” Peridot grumbled. “Not to mention Twivine’s gonna be pissed you killed her brother…”

“It’s alright Sis. As long as they [a]go back to their world they will be safe from Twivine. Plus I am not sure if Twivine would care about brother death or not.” Rouge said sadly.

“But the question is how me and my friends was brought here without being summoned with a token.” Fluttershout said to Rouge and Peridot.

“I don’t know.” Peridot stated.

“I could answer that.” Said a little human boy with blonde hair with it braided on his right shoulder and wearing greenish clothes and a mask that only covers the right side of his face who was sitting on Celestia’s throne. “I was the one who brought you three here in my friend’s and another Displacer’s Equestria.” He said with a chuckle.

“You? A character from Yu-Gi-Oh Zexal?” Fluttershout asked in surprise.

“Why? There’s no point.” Peridot asked, still ignoring Lapis.

“But there is a point. Fluttershout and friends was need to be set free from Tartarus and my friend Jade the Cat and the other Displacer’s displaces which is you lot needed a little back up. So it’s a win win.” The Boy said chuckling. “Oh and my name is Vetrix. You lot may know me from that anime Fluttershout had said I was from.” He added grinning.

“Uh..Thanks I guess.” Rouge said.

“They didn’t help us! They just killed Shining Armor, the incompetent captain.” Peridot said, glaring. “They were useless.”

“And help fight the guards. They may be useless but numbers can be a problem.” Vetrix said.

“We had it. They didn’t even fight much.” Peridot said. “Besides, we had a few griffons with us… Okay, so they “helped” us, now take them back. We’ve got things to do.”

“And that’s why I am here to collect them. A Changeling Queen by the name of Honeycomb and a friend of mine is needing them to help take out their world’s Chrysalis and her hive anyway.” Vetrix said as he open portal right below Fluttershout and her friends.

“NOT AGAIN!!” The three displaces shouted before they fell in and the portal closed right after Vetrix jump in.

“I’ll go clear out the castle. Lightning Dust, Bunnie, Gilda, Derpy come and help me.” Jasper said. “Mind helping Lapis Amy?”

“Sure thing Jasper.” Amy said to Jasper as she went to Lapis. “Come on. Let’s get you to a bed.” She said to Lapis helping walk down the hall of the castle to find a bed.

“Peridot, take Luna and Scootaloo and… Well, watch them.” Jasper ordered again, Which Peridot obliged. “What are you gonna do Rouge?”

“I am going to prepare a speech to our new subjects. As well as planning to get rid of the useless Nobles like Blueblood.” Rouge said as she Sunset’s horn like a wand to bring a spare crown form Celestia’s throne to place on her head. “Speaking of which. Could you go deal with Celestia at the hospital and bring me Carrot Top?” She asked Jasper.

“When you say ‘deal with Celestia’, what does that entail?” Jasper asked.
“She is a loose end Jasper. Make it look like the Doctors failed to save her.” Rouge said to Jasper darkly.

“You expect me to do that?” Jasper asked. “I’m not a killer. And neither are you. Chrysalis is one thing. And what about Carrot?”

“It will be as simple as giving her the wrong pills. As for Carrot. I still believe the Changelings can continue to be of use. Since Carrot Top is well… there new Queen and I can simply use a mind control spell from Sunset’s spell books on the bug.” Rouge said to Jasper. “I just want to make sure Celestia and Luna can’t take Equestria back after all the hard work Sunset and the rest of us have done to get it.” She added while looking at the ring that’s on her finger with tears in her eyes.

“Rouge… Celestia doesn’t have wings or horn… There’s nothing she can do.” Jasper said. “If you want Celestia to die, don’t ask me to… And don’t lose yourself.”

“Ok. If you don’t want to do it. Then that’s fine. I could sent Lightning Dust to do the deed. And you could Derpy to bring Carrot Top to me. I won’t lose myself… I just got a void in my heart where Sunset use to be and I just have to move on for her sake.” Rouge said wiping the tears off her face.

“You know Peridot’s there for you…” Jasper said, leaving the room.

“Ya also got Luna you can use.” Gilda said.

“I know she is there for me and with Luna it’s not the same. I could make her into a super mega bimbo so she can be my sex toy.” Rouge said to Gilda sadly.

“She can just be your sex toy. She’s already big.” Gilda said. “Besides, why make her like it? Celestia, in a way, killed Sunset. Why don’t you make Luna miserable?”

“Making her into a bimbo would be the kindest I could do to her since she is victim of her sister’s carelessness in the past.” Rouge said to Gilda.

“Okay… I’ll be here if ya need me boss.” Gilda got up and walked off.

Peridot groaned as she worked on adjusting the bimbo gun, tuning it. Luna was tied up on the bed behind her and Trixie tied Scootaloo up on the ceiling. Gilda walked in and whispered to Peridot something.

“Wha- Where am I?” Luna asked as she wake up and finding herself all tied up.

“I thought you’d recognise your room. Sorry for taking your only remaining clothing away.” Peridot said. “I’m Peridot.” Peridot stood up as Gilda left.
“I know who you are. My sister met you and the other two gem freaks over a 1,000 years ago.” Luna said to Peridot with a glare.

“You shouldn’t step out of bounds… You’re in my care, meaning I’m your host.” Peridot said. “Can you not glare? I lost my almost sister-in-law.”

“And my sister is in the hospital, Twilight has been corrupted and Cadence has been made into a …...bimbo.” Luna said still glaring but with a blush and her pussy is a little bit wet.

“Your sister isn’t in the hospital.” Peridot said, looking over notes. “The doctors did all they could.”

“N-no. It can’t be. M-m-my sister can’t be dead.” Luna said with tears in her eyes.

“I’m afraid so. If you need me for comfort, that’s what I’m here for. Whatever you need.” Peridot said. “I’m basically your caretaker.”

“Th-Then use that weapon on me at full power and with over 100 shots. I rather be a bimbo for the rest of my life.” Luna said crying.

“As you wish.” Peridot said, taking the bimbo gun. “Are you sure?”

“Yes I am sure. I just don’t feel anything but pleasure.” Luna said stare at the bimbo gun head on.

Peridot fired the bimbo gun one hundred times.

“Hehehehe. Did it totally work?” Lulu asked happily as she moans from the ropes pressing down on her very huge breasts and ass.

“Oh my.” Trixie said her face is redder than Big Mac.

“You want her Trixie?” Peridot asked.

“M-maybe Mistress Peridot.” Trixie said as she slowly take her clothes off.

“Why not both of you can totally have me?” Lulu said her pussy is dripping on the bed.

“I’ve got other things to worry about, like upgrading the bimbo gun.” Peridot said. “And why would you want me?”

“Hehehe. I am not picky. I will have sex with anypony.” Lulu said with a wink as a naked Trixie start to finger her which made moan like a madmare.

“Besides that. Why are you upgrading that thing?” Trixie asked Peridot as Lulu cumed on her hand.

“Because I’m trying not to think about Sunset’s death…” Peridot said. “And I want to give something to my sister.”

“Yeah. Trixie will miss Sunset too.” Trixie said sadly while playing with Lulu’s very huge breasts. “There’s always that mirror Trixie had read about.” She added.

“Write that down, maybe we can use it.” Peridot stated. “What to do with the orange filly…”

“You could test the upgrades on her.” Trixie suggested as she write down what she knows about the mirror with her magic while still playing with Lulu.

Peridot shot the bimbo gun at Scootaloo, which made her fall onto Luna and start growing.

“Well… They grow up so fast…” Peridot said. Scootaloo ended up as a young adult on top of Luna.

“Awww. She soooo cute and sexy.” Lulu purred at Scootaloo.

“Well. Now we can make her friends into adults now.” Trixie said as she stop playing with Lulu to stare at Scootaloo.

“I suppose… Untie Luna.” Peridot said.

“Like please call me Lulu. Luna is totally not a bimbo name.” Lulu said as Trixie untied her.

“So do you want to have a go on Lulu to take your mind off things?” Trixie asked Peridot as she retie Scootaloo with more rope.

“No…” Peridot said. “Maybe later…”

“Well if you totally excuse me. There is a lot of ponies for me to totally rut their brains out.” Lulu said as she left the room her breasts and ass jiggling all the way.

“Should we stop her?” Trixie asked not bothering to put her clothes on.

“Lulu, Scootaloo wants you.” Peridot said.

“Really?” Lulu asked as she came back room and hug Scootaloo.

Scootaloo woke up, but before she could freak out Peridot pressed a few buttons on the bimbo gun.

“I love you!” Scootaloo sputtered. “I’ve always liked you! Ever since I first met you!”

“Awwww. That is so sweet of you Scoots.” Lulu said as she kiss Scootaloo on the lips.

Scootaloo returned the kiss. “S-sweet? H-how?”

“Sweet that you totally admit you love me.” Lulu said as she finger Scootaloo while kissing her.

Scootaloo moaned as her arms groped Lulu’s breasts.

“Hehehe. You totally love groping me.” Lulu said as she moan very loud.

“I totally love you~” Scootaloo moaned.

Peridot pulled Trixie onto her lap.

“Got her!” Derpy said, throwing Carrot Top onto the floor face first.

“Good work Derpy. Could you stay in the room with us?” Rouge asked Derpy as she was holding a spellbook.

“Sure…” Derpy said, then leaned near Carrot. “I’ve been waiting to get back at you…”

“Pl-Please don’t hurt me.” Carrot Top said to Rouge and Derpy from out of fear.

“Why not?” Derpy pulled her eyepatch off her eye socket. “You hurt me… Right sweetheart?” Derpy said her last word sickly sweet, recalling the time she used to call Carrot that.

“I-I-I am so sorry. I-I-I was much to-to-too under the Queen’s insurance to know what I was thinking.” Carrot Top said complete scared out of her mind.

Derpy rolled her eye. “Yeah right… You didn’t have to take my eye…”

“That’s enough you two.” Rouge said to Derpy and Carrot Top before focusing on the changeling. “Now then since Chrysalis is dead that most likely make you the new ruler of the hive am I right?” Rouge asked Carrot Top.

“Y-yes. I guess.” Carrot Top said shaking in place with fear.

“Good. Because I believe your changelings can still be useful for helping make a better Equestria. But since Chrysalis betray us by killing my Sunset and you were there. That means I can’t trust you.” Rouge said with venom in her voice and a glare before it when back to a smile. “But don’t worry. I know how to fix that problem.” She added with a evil grin as she aim her Sunset horn at Carrot Top who back away in fear.

“What are you going to do--” Carrot Top was cut off from she was saying as she was hit by a magic beam that made eyes turn into swirls.

“Make her pledge her allegiance you you.” Derpy said. “That’d do the trick.”

“Of course and more.” Rouge said to Derpy as she look back at Carrot Top. “Now then Carrot Top. You will pledge your allegiance to me.” She said to Carrot Top.

“I will pledge my allegiance to you.” Carrot Top in monotone voice.

“You will obey my every command and you will let Derpy do whatever she wants with you even being her sex toy.” Rouge said to Carrot Top.

“I will obey your every command and I will let Derpy do whatever she wants with me even being her sex toy.” Carrot Top said back in monotone.

“Good.” Rouge said happily as Carrot Top’s eyes turn into glaze over pair of eyes.

“I’m not using that bitch as a sex toy.” Derpy said angrily as she crossed her arms.

“That is fine. But you can still do whatever you want to her. Even take her eye. For that ‘eye for an eye’ thing.” Rouge said to Derpy trying to calm her down.

“Whatever…” Derpy grumbled. “That it?”

“That’s it. You could have her show you around the hive. Specially see what Chrysalis had done to Applejack. I would like to know what happen to that mare.” Rouge said to Derpy with a grin.

“Okay, snap her out of it.” Derpy said, crossing her arms.

“Ok.” Rouge said as she tap on Carrot Top’s head and her eyes turn back to normal.

“What?” Carrot Top asked looking confused.

“You’re gonna give me a tour of your hive.” Derpy said.

“O-Oh course. Follow me.” Carrot Top said as she leaves the throne room follow by Derpy.

Applejack was laying in the broodery. Her face was pale, and blood had crusted over her pussy.

“And this is the broodery where we keep the broodmares.” Carrot Top said Derpy who she show Derpy where Applejack is along with other broodmares like a mint green unicorn mare whose belly is bigger than a beach ball.

“So that’s what you did with Applejack?” Derpy asked, looking at the orange farmer.

“Nothing. Former Queen Chrysalis was the one to make her into a broodmare but far more rougher than the others.” Carrot Top answered Derpy’s question.

“Can you help her? She doesn’t look good.” Derpy said.

“Yes I can.” Carrot Top said as she start to use a healing spell on Applejack until she was no longer pale.

“What are you going to do with her after she gives birth?” Derpy asked.

“We give her a 12 hour rest before we put more eggs into her but gently this time like the other broodmares.” Carrot Top said as she points to a grey earth pony mare whose belly is even bigger than the mint green unicorn mare’s.

“How well do you take care of them?” Derpy asked.

“We clean and feed them. There also a room at the back they can walk around in and a bathroom.” Carrot Top said pointing to a really big door at the back.

“What if… You know, they can’t get up?” Derpy asked.

“Ah that….well some drones come in and use their magic to pick them up.” Carrot Top said just as Applejack let out a groan as her belly expand a little.

“S-so ah’m… Ah’m stuck d-down here f-forever…?” Applejack croaked.

“Yes. The only time you can come out of hive is when you have to visit Queen Rouge when she want to see you.” Carrot Top said without emotion in her voice. “But at least there are ponies that you know from Ponyville are here keep you company.” She added point to the mint green unicorn mare that was next to her.

Applejack seemed to go blank and emotionless. The only sign that she was still responsive was a single tear cascading down the side of her muzzle.

“Wow… This is cruel…” Derpy said.

“It is the way changelings do things to capture mares even turn them into broodmares to give birth to many drones or into a changeling Queen in order to become the hive’s ruler’s many wives.” Carrot Top said with emotion in her again. “Plus it very rare that a broodmare become a changeling queen.” She added.

“You aren’t a Changeling though…” Derpy said. “At the very least, give them more care. It takes more than food and cleanliness to care for them.”

“But I am a changeling. The broodmares are very important to our race. They help make the family bigger.” Carrot Top said.

“But that’s just it. They make the family bigger, as in they are family. I may be a retard, but I always thought of my friends as family. You as family. And if you’re just using them, then what’s the point?” Derpy shook her head. “You were once a pony…”

“Yes I was once a pony. But that side of me died when I was in that cocoon.” Carrot Top said sadly.

“... It sure did… And I’m sick of calling you Carrot Top, because you aren’t!” Derpy glared. “My Carrot Top wouldn’t have ripped my eye out, or force friends into becoming mommies without getting anything in return!” Derpy growled. “Just get to the next place your highness.”

“But it’s the only name I have the only thing that is left of who I once was to only want to be again but can’t because of things I was forced to watch my body doing horrible stuff to those I once cared for.” Carrot Top said sadly with tears on her face.

Derpy’s chest constricted. “Key word being once. The fact that there’s nothing left should thrill you… Why would you cry for me…?”

“Because I wasn’t able to when I was under the control of Chrysalis. I couldn’t make a single tear when my own body said those hurtful things to you and taking your eye.” Carrot Top said now crying with guilt.

Derpy felt tears brimming in her eye as she collapsed onto her knees. “Those hurtful things were right… I am a retard…”

“No you are not a retard you never was one to begin with.” Carrot Top said falling to her knees as well. “I’m just a monster who couldn’t stop her body from… hurting others…” She added while putting her hands to her face crying.

Derpy backed away from Carrot, their faces having almost touched. The pegasus almost fell on top of Applejack in the process.

“I just wish there was someway to undo what I have done.” Carrot Top said still crying in her hands. “I am so useless.” She added.

“You’re not useless.” Derpy said on reflex. “R-Rouge needs you to handle the Changelings…”

“And if I wasn’t the only Changeling Queen left she would have use her and not me. Kind of like when my ex-husband cheated on me because he knew I am useless.” Carrot Top said not looking at Derpy.

“You were never useless… He just got dumb and wanted more…” Derpy growled.

“I know but I don’t know what to do. Without Chrysalis I have no clue how to run a hive. This whole race’s fate is in my hands and I am clueless. I can’t handles this all alone.” Carrot Top said going back to crying.

“Are you expecting me to know?” Derpy asked.

“I don’t know. I just don’t know.” Carrot Top said wiping her tears. “I suppose I could look for a mare or two who are willing to become Changeling Queens so they can replace me. Then I would let you end me.” Carrot Top sadly.

“You don’t get what I want… I want to hate you so much, and I can’t if you’re dead.” Derpy said darkly. “I don’t want to end you… I want to make you suffer for the rest of your Changeling life…”

“I never wanted to be a changeling Queen. I don’t want this pain.” Carrot Top said crying still.

“Uh...Did I hear right?” The mint green unicorn mare asked as she just woke up.

“Be quiet.” Derpy said. “I don’t care if you want or don’t want to be a changeling. You are, and nothing is going to change that. Now mare up.”

“But how? I don’t know how to run a hive.” Carrot Top asked as she slowly got up.

“You’ve got that… Hive mind, right? Ask your drones.” Derpy said. “Just don’t die.”

“I know. But they only know how to get love from ponies kind of like I am smelling from you now. Anything else they just from the Queen’s orders to the letter.” Carrot Top said wiping her tears.

“Then run the place how you want to run it.” Derpy suggested.

“You could alway make turn Bon Bon into Queen to help you.” The Mint green unicorn mare suggested. “Or maybe turn Derpy or Aj into ones to help you.” She added as she groans from her belly expanding a bit more.

“No I can’t do that to Derpy, Lyra. Not after what I have done to her and she just got her love back.” Carrot Top said sadly.

“I’ve had it for awhile…” Derpy said.

“Ok. The last place in the hive is the throne room.” Carrot Top said as they was about to leave the room.

“C-could I help?” Cheerilee asked as she came out of the bathroom. “A-anything y-you need…”

“What become a Queen like me? I don’t know, the eggs inside of you are nowhere near as ready to hatch like Octavia's eggs are almost.” Carrot Top said pointing to the grey earth pony mare whose belly just got bigger. “Are you sure you want this?” She asked shyly.

“Yes… I do…” Cheerilee said.

“Well then ok. Just follow me to the throne room. I will have a cocoon ready for you that will speed up the eggs before making you into a changeling queen.” Carrot Top said as she turn to look at Applejack. “Would you to become one too?” She asked the orange mare.

“Ah’m not… Becoming a Changeling…” Applejack weezed.

“Ok. But if you change your mind just let me know. Because becoming a changeling queen is your only ticket to not be stuck as a broodmare until the end of time.” Carrot Top said as she left with Derpy and Cheerilee to the throne room.

“There’s no point…” Octavia said. “No one’s going to save us… You should accept it before you end up like me...”

“Oh come on Octavia it’s not that bad. At least we get free food and get cleaned like if we was at the spa.” Lyra said to Octavia while trying stay on bright side of things.

“My Vinyl hasn’t noticed a Changeling has been impersonating me… Bon Bon hasn’t noticed you’re here! I’ve been in here for months…” Octavia said, tears welling up in her eyes.

“I know. But at least some of the changelings I had given birth to has kept me updated on what's going on in Ponyville. Like Applejack, her friends along with Bon bon and Vinyl have been turn into bimbos by a bat lady.” Lyra said with a brush as her belly get bigger a little more.

“Not… Helping…” Octavia grumbled.

“Sorry. I am just trying to stay on the bright side of things.” Lyra said sadly.

“There is no bright side…” Octavia grumbled.

“There be since I hear that bitch Chrysalis is dead. Isn’t right Aj?” Lyra said.

“W-wouldn’t know…” Applejack replied. “But it does feel good knowing she’s… Dead.”

Octavia started weakly crying.

“And here we are the throne.” Carrot Top said as the three enter the throne room where some drones have finished making the cocoon.

“S-so I just… Go into it…?” Cheerilee asked.

“Yes. Once you go in and seal up the eggs that are inside you will speed up to hatch which will make your belly really huge. After that you will give to all the changelings quickly and painless as possible while you slowly turn into a Changeling Queen.” Carrot Top said waving hand to the cocoon. “Now are you really sure you want to do this?” She asked shyly.

“Y-yeah…” Cheerilee said, walking over to the cocoon.

“Ok. The eggs will start speed up in a minute so prepare yourself. You might feel a huge wave of pleasure from it.” Carrot Top said as Cheerilee was sealed up in the cocoon.

“So… You’re married again?” Derpy asked.

“Oh no. Not married but to have help run the hive.” Carrot Top said just as Cheerilee’s belly start to get very big very quick.

Cheerilee moaned loudly in the cocoon. Derpy shrugged. “You were married to Chrysalis…”

“Not of my own will. The cocoon she had me in had brainwashed me into being her wife.” Carrot Top said sadly. “I just had no say in the matter.” She added as Cheerilee starts to give birth. Carrot felt the spark of love inside of Derpy growing. It felt like what Derpy had when she kissed Carrot last. It felt like love… For her. “Can you ever forgive me for what I have done?” She asked Derpy shyly.

“Why do you care…?” Derpy asked.

“Because I can since a spark of love in you and I want to be back with you.” Carrot Top said shyly.

“Y-you what…?” Derpy asked and the spark ignited.

“I miss you.” Carrot Top said.

“Why would you!?” Derpy shouted.

“Because I still love you. I just don’t know what I will do without you in my life.” Carrot Top said with tears in her eyes again.

Derpy crossed her arms. “What do you want from me…?”

“I just want to be back with you like it use to be before I was turned.” Carrot Top said shyly.

Derpy simply pointed at her eyepatch, then at the throne. “That’s impossible.”

“I know and I am very sorry. I will do anything just to make it up for you.” Carrot Top said sadly.

“... Show me.” Derpy said. “Show me how much you want me.”

“Ok.” Carrot Top said shyly as she carefully hugged Derpy and kiss her on the lips as some love enter back into Derpy.

Derpy flinched and hugged Carrot back, moaning into the kiss.

“W-w-will that do?” Carrot Top asked shyly.

Derpy started crying into Carrot’s shoulder. “I missed you s-so much! I still love you!”

“I missed you too and I love you so much. Can you ever forgive me?” Carrot Top asked through tears while a fully transform Cheerilee steps out of the cocoon.

“I do…” Derpy said, sniffing. “I forgive you Carrot… B-be mine again, p-please!”

“Of course I will.” Carrot Top said as she kissed Derpy on the lips lovingly. Derpy was so caught up in the moment she didn’t realize she had rested her left hand on Carrot’s ass.

“D-don’t ever leave me again…” Derpy whispered. “Please don’t abandon me…”

“Of course. I will never leave you ever again.” Carrot Top whispered back as her right hand rested on Derpy’s ass.

“Wh-what now...?” Derpy asked, her heart pounding.

“We could go to the royal bedroom to make out in.” Carrot Top suggested.

“O-o-o-o-okay…” Derpy said, wrapping her legs around Carrot Top.

“Hehe. You know I am naked right now.” Carrot Top purred as she carry Derpy to the royal bedroom leaving Cheerilee behind in the throne room.

Pinkie Pie woke up to a door slamming and Centipeetle humming. “Morning Pinkie~!”

“Morning Centy.” Pinkie said happily as she got out of bed still naked. “Where have you been this morning?” She asked.

“I was getting food for you.” Kayla said, setting a bag on a table. “I got you a bunch! Even a batch of cupcakes!”

“Yay! I love cupcakes.” Pinkie said with joy as she start eating one.

“Have some breakfast while I finish fixing the plumbing.” Kayla said. “If there’s any kind of food you like, I got you a pen and paper to write a list. Do you like baths?”

“I already have a list of food I like.” Pinkie said as she pull out a list from her hair and gave it to Kayla. “And yes I do like baths.” She added smiling.

“Okay, once I’m done with the plumbing you can, I just have to secure the new pipes.” Kayla said, walking into the bathroom.

“Okay.” Pinkie said as she continued munching on the cupcakes.

After a few minutes later, Kayla returned wiping her hands with a rag. “Pinkie, the shower and bathtub are ready. Which one do you want?”

“Bathtub.” Pinkie said as she was holding a rubber duck in her hand.

Kayla nodded and picked Pinkie up bridal style and walked into the bathroom. There was a shower, a bathtub, a toilet, a sink, and a medicine cabinet. Kayla knelt down and set Pinkie in the tub so she could start the water.

“What’s you favorite temperature?” Kayla asked.

“Nice and warm but not too hot.” Pinkie said making herself comfortable in the tub.

After a little bit, the water was nice and warm, and full. Kayla started taking her clothes off. Once she was fully stripped, she got into the other side and pulled Pinkie close.

“Hehe. This is nice.” Pinkie said as she notice her breasts are expanding. “Uh oh. The pill effect has ran out.” She added with a moan.

“I’m sorry… I just realized I don’t have any soaps…” Kayla said, then shrugged. She started licking Pinkie’s ears.

“Oooooh. That feels sooo good.” Pinkie said moaning as her breasts, ass and hips expand quicker.

Kayla then started to lick Pinkie’s neck.

“Hehe. That tickles.” Pinkie said as her hair gets longer and lighter.

Kayla finished with Pinkie’s neck and went down to her shoulders. She licked all over each arm, then pushed Pinkie to the opposite end of the tub. “Please turn around, love.”

“Like ok.” Pinkie said as she turn around but it was little hard to do because of her huge hips and ass in the tub.

Kayla licked all over her back, down to each ass cheek, along the backs of her legs and over her feet, she then went back to Pinkie’s ass. “Does your asshole need cleaning?”

“Like my asshole totally needs it.” Pinkie said sticking her huge bimbo ass in Kayla’s face. Kayla started licking deeply into Pinkie’s back entrance, her hands feeling Pinkie’s stomach.

“Oooh yes. That is a good ass licking.” Pinkie said moaning from the pleasure.

“Tell me when you’re ready for me to continue.” Kayla stopped just long enough to speak.

“Like I am always totally ready for you.” Pinkie said with a wink.

Kayla stopped and turned Pinkie over. She then started to lick Pinkie’s stomach, front of legs, and began licking around Pinkie’s breasts as she fingered Pinkie’s ass.

“Ooooh yes! Don’t stop.” Pinkie said through moans of pleasure from the licking. Kayla sucked on one of Pinkie’s breast nonstop, her lower lips begging for Pinkie’s touch. “Hehe. You like my milky breasts don’t you?” Pinkie asked moaning louder. Kayla didn’t reply, instead she switched breasts and fingered harder.

“Oh oh oh yes. I am getting close.” Pinkie said moaning louder and louder from the fingering she is getting.

Kayla stopped sucking Pinkie’s breasts and went under the water to lick her pussy.

“I am totally almost there.” Pinkie said as she move her pussy closer to Kayla’s mouth. Kayla’s free hand went up to Pinkie’s face and rubbed over it, trying to express her love since she was under water.

“Oooooooooooh Yes!” Pinkie scream it as she cumed in the bathtub.

Kayla came out of the water, choking slightly. “Is that good?”

“It’s totally amazing.” Pinkie said happily as she kissed Kayla on the lips.

“I-I have an idea.” Kayla said, leaning back. “I’ll create one of the ‘dicks’.”

“Ooooh. Do it. Do it.” Pinkie said excited.

Kayla nodded and a dick appeared where her pussy was. “There…”

“Come on. Use it. Use it.” Pinkie said licking her lips.

“You wanna taste it first?” Kayla asked.

“No. Stick it in my pussy.” Pinkie said opening her legs for it. Kayla eased into Pinkie’s pussy halfway. “Hehehe. That is nice.” She moaned from the dick being halfway in her.

Kayla started thrusting in and out of Pinkie. “Oooohhhh~ I love you Pinkie~!”

“Ooooohhh Yes! I love you too Kayla!” Pinkie said while moaning from the thrusting as she grab Kayla’s ass.

Kayla moaned as she continued. “I’m g-getting c-close~!”

“Keep going. The best part is cumming.” Pinkie said as she played with Kayla’s ass.

“In o-o-o-or out!?” Kayla asked, almost at her peak.

“In all the way!” Pinkie said moaning. Kayla screamed as she came into Pinkie.

“Aaaahhh~” Kayla moaned.

“Ooohhh yeah. I feel like a doughnut that just got stuffed with cream. Sweet.” Pinkie said moaning the bliss. Kayla kissed Pinkie’s lips as she unplugged the drain.

“Would you like anything else sweetie~?”

“Hmm. A cupcake?” Pinkie asked.

“I meant anything relating to sex.” Kayla said, pulling out of Pinkie.

“Oh. Well I am a little bit tired so no thanks. Maybe later.” Pinkie said as she lay back.

Kayla picked Pinkie up and went to the bed. “I thought you being in bimbo mode would make you want to do it more. Could you at least touch me while we rest?”

“I am in more control of myself unlike the other bimbos and sure.” Pinkie said as she starts fingering Kayla.

“I like that…” Kayla said, kissing Pinkie. “I’ll find some actual cleaning stuff later...”

Derpy was halfway out of her uniform, meaning her breasts were perfect for Carrot to attack.

“Hehe. Is it me or is your breasts bigger than last time?” Carrot Top as she was playing with Derpy’s breasts.

“It was, what? A year ago that we did this?” Derpy replied, moaning. “C-careful with my legs…”

“Ok.” Carrot Top said as she slip her hand into Derpy’s panties and start fingering her while sucking on one of Derpy’s breasts.”

Derpy fell onto the bed, moaning loudly. “Carrot~!”

“Yes?” Carrot asked stopping what she was doing. “D-did I do something wrong?” She asked Shyly.

“I-I was just moaning your n-name…” Derpy said. “Hey Carrot? Could I ask you something?”

“Sure. Fire away.” Carrot Top said as she went back to fingering.

“W-would you w-want me…?” Derpy asked. “If I c-couldn’t walk…?”

“Of course I would want you even if you can’t move your arms too.” Carrot Top said.

“Even if I couldn’t do things on my own?” Derpy asked, her hips thrusting into Carrot’s fingers. “W-would yo-you take care of m-me?”

“Of course I will. I will help take care of you.” Carrot Top said with a kiss to Derpy’s lips.

“Th-thank you…” Derpy said. “B-because th-this suit i-is the only thing keeping me up…”

“Oh. Ah well. I am still going to help you when you not wearing it.” Carrot Top as she hugs Derpy.

“Aww that so cute.” Said a voice that sound like Derpy but deeper and with a Scottish accent.

“Wh-who’s there?” Derpy asked, looking around.

“Up here silly.” Said the voice as Derpy look up to see her missing eye was floating in the air looking down at her happily.

“Whoaaahhhh!!!” Derpy screamed falling off the bed.

“Hehe. I alway want to see that reaction. Hehe eye joke.” The eye said giggling.

“Is that my eye!?” Derpy screamed.

“Yes. When I was taking you to Cloudales Chrysalis took your eye and place some creepy spell on it to give it life and a mind of it’s own.” Carrot Top said as she still was creep out about the eye.

“This it has a name you know. It’s Derpeye and I am a she not an it.” Derpeye said annoyed about being call an it.

“Even my broken eye is more fancy than me…” Derpy said in defeat.

“No you are way more fancier than that eye.” Carrot Top said hugging Derpy and given her a long kiss on the lips.

“I don’t like her watching us…” Derpy said.

“Hey! I was only here to bring you and Carrot Top a massage from Queen Rouge.” Derpeye said still annoyed.

“What massage?” Carrot Top asked the eye.

“Queen Rouge wants you two in Canterlot castle for her speech in an hour.” Derpeye said as it rolled itself. “P.S. She also want to bring that new Changeling Queen and Applejack with you so they can watch the speech too.” She added.

“How does she know about the new queen?” Derpy asked.

“I was watching Rouge and her friends when they first met Chrysalis. I make my known to Rouge when she preparing the speech.” Derpeye answered Derpy’s answer. “Anyway. I am off to tell Twivine then I am going to find that gem that has Pinkie Pie. Bye.” She added as she fly out of the room but not before she bumped into the doorframe first.

Derpy cleared her throat. “Uh… Should we continue this later?” She got back onto the bed.

“Yes. This speech does sound very important.” Carrot Top said as she help Derpy with the suit.

“But… We’ll continue this later, right?” Derpy asked, almost fearfully.

“Of course we continue this later. Because we are going to do it all night long.” Carrot Top said with a wink as she help Derpy up.

To be continue.

Chapter 9

(Canterlot Castle)

“Is everyone here?” Rouge asked the group if everyone she ask for is here before she start her speech to her new subjects outside.

“Derpy reported in, Carrot’s in the crowd with Applejack and Cheerilee disguised. Lightning reported in as well. The pills were switched.” Jasper listed. “Even Starlight and Twivine are here.”

“Good. Is Spike, Rarity, Fluttershy, Discord, Pinkie and that gem here as well?” Rouge asked Jasper as she check her speech that she had written down.

“The elements and Centipeetle are here, yes, but Spike and Discord are missing.” Jasper said. “But news is going to spread.”

“Ok. Tell Lightning to have some Shadowbolt on guard when I am telling my speech. I don’t want anything to go wrong today.” Rouge said as she start to walk to the doors from where she will do her speech.

“I’ll be there with you Rouge… Just know that.” Jasper said, walking towards the Shadowbolts.

“I know. I just needed some eyes in the sky just in case. After all one can never be too careful.” Rouge said as she had a check if her crown is still on her head before she open the door and walk onto the stage that is front of millions of ponies that are waiting for the speech. “Wish me luck Sis.” She said to Peridot who was standing by the stage.

“You don’t need it.” Peridot said.

“Well here I go.” Rouge said to herself before picking up a megaphone and began her speech. “My fellow ponies. It’s with great sadness that I must tell you that Princess Celestia has died in hospital.” Rouge said as she stop to hear the Ponies reaction to the news. There were gasps of disbelief, some sobbed, and others didn’t seem to care.

“Who’s gonna control the sun!?” One mare screamed.

“But fear not. Before Celestia had pass away she has given me the spell to the sun as well as she and Luna had made me your new ruler.” Rouge said which is kind true since she found the spell book for moving the sun in Celestia’s bedroom and Lulu is too dumb to say anything about it.

“Why would she let you take over!?” A stallion Rouge remembered was Fancy Pants shouted.

“Because she believes I can lead Equestria into a new golden age. Plus she said she will never give her throne to Blueblood. Nobody want to be ruled by that guy am I right everybody?” Rouge asked the crowd.

The only pony who nodded was Fancy, while everypony else were confused.

“Anyway. As your new Queen or Princess or whatever royal title you would like address me as I will do my upmost best to lead Equestria to a bright and colourful new future. As such there will be some changes to how our pound nation will run.” Rouge said waiting to hear their reaction about what the changes will be. They were silent. “Don’t worry the changes won’t be and will not effect you much.” Rouge said re-ensure the ponies. “Now then before I start talking about the first change would Carrot Top and Cheerilee please come on to the stage.” Rouge said as the two walk on the stage. “Now I know many of you maybe scare or down right hate Changelings for even how they look or what they did at the wedding of Princess Cadance and Shining Armour. But you will be happy to hear that Chrysalis, the one who lead the attack at the wedding, is dead. As such Carrot Top and Cheerilee were turned into changeling Queens to be the hives new rulers.” Rouge said as Carrot top and Cheerilee drop their disguises.

There were gasps, and Rouge even saw one stallion fall backwards on the count of having a nosebleed.

“Now remain calm. With me as your new ruler and Carrot Top and Cheerilee the Changeling’s new rulers is a chance for the two races to start flesh and put whatever bad blood they have against each other in the past and work together in the name of peace. As such a new law will be in place to make sure nobody attacks someone because of their race.” Rouge said and wait for their reaction to this new law. It was all mixed, confusion, distaste, and even some acceptance.

“Now then the next change will be for the nobles they will be reviewed in the castle if they are worthy to be called a noble or have any value in helping Equestria. And If they fail this review then they losts their title as noble and theirs money will be spread out to all of the ponies and changelings of Equestria as well using it to help fixed or rebuild the homes of our good friends the griffins. As for the ones who loses their title and money have to get a low paying job and work hard like the rest of you have to.” Rouge said wanting to hear how the nobles will react to this.

“What about us business ponies?” Fancy asked. “I’m just curious about your definition of ‘Noble’.”

“If a business pony fails the review they will just lose the title of noble and up to half of their money. They will only lose the business if they have a secret of doing something that is against the law. This review will start in an hour after this speech. Any noble that doesn’t show up for it or pay their way out of it will fail review and have their title and money striped from them.” Rouge said waiting for the reaction.

“Is that it!?” A stallion yelled.

“Yes. Now the next change is to toughing up the guards because from I heard from when Discord attacked and the wedding attack they was useless. As such some changelings will added to the royal guard along with having the Shadowbolts lead by Lightning Dust will also help toughing the guards up.” Rouge said while pointing at Lightning Dust. “That will all the changes that will be happening now. We will sends letters to all of you if there are any more changes that will be made in the future. That is all my fellow ponies.” Rouge said with a wave before walking off the stage and back inside the castle.

“You’re not a pony, why’d you say ‘fellow’?” Peridot asked.

“I know. It just something the ponies are used to when hearing the start and end of speeches plus they are our subjects.” Rouge said with a shrug. “Anyway I am going to need someone to help me with reviewing the nobles in an hour. Would you like to help Sis?” Rouge asked Peridot as the two walked to the throne room where the rest of their friends along with the mane six with some of them had to have chains on to stop them from running away.

“Sure. Haven’t spent much time with you.” Peridot replied.

“Yeah it’s something we can do as sisters as we purge the selfish sobs from the nobles.” Rouge said as she give Peridot a quick hug before opening the doors to the throne room.

“I’m here for you sister.” Peridot said.

“I know and I am here for you as well.” Rouge said to Peridot before turning to look at the rest of the group that was waiting for them. “So how was I back there?” She asked the group.

“How you I put this… Mediocre.” Peridot snickered.

“Well it was her first speech as ruler.” Amy said to Peridot with a giggle which Rouge just look at them annoyed.

“Well I thought it was a good speech.” Pinkie said happily.

“Yeah it’s about time those snobs are finally being put in their place.” Bunnie said smiling.

“Pika.” Pikachu said in agreement.

“Hey Amy, how’s Lapis?” Peridot asked.

“I think she is calming down from seeing a pony’s head going pop.” Amy said look at Lapis quickly before looking back at Peridot.

“So… When are you gonna ask ‘er?” Lightning asked teasingly.

“Ask who Lightning?” Amy asked Lightning confused.

“Ask Lapis too… Y’know.” Lightning elbowed the hedgehog. She made a kissy face.

“Wh-What?!” Amy asked while backing away with a blush. “No. I am saving myself for a speedy blue hedgehog.” Amy said at Lightning annoyed while the others laughed.

“Well Lapis is blue~” Lightning snickered.

“I also don’t think Sonic’s in this universe…” Jasper commented.

“But you will never know. One might show up and want to marry me.” Amy said as she look up in a day dream.

“He might be an asshole…” Jasper remarked again. “I’m just saying, you don’t want to wait too long for someone that might not show up.”

“Oh. He won’t be a asshole once I am done with him.” Amy said while waving her hammer around.

“Uh..Should we be worried?” Carrot Top asked while taking a few steps back.

“Nope. That is normal for her.” Bunnie said with a deadpan.

“Well… Whatever.” Jasper said. “Lapis, go take a nap. Or submerge yourself.”

“There is a pool in the back of the castle.” Rouge said to Lapis.

Lapis sighed. “O-okay…” The blue gem sauntered towards the back.

After Lapis had left Rouge then look at the rest of the group and the mane six. “So how have you girls been?” Rouge asked the group and mane six.

Applejack just glared.

Rarity seemed like a zombie.

Fluttershy was just giggling like the bimbo she still is.

Pinkie Pie just smile while showing off some fangs.

Rainbow was more focus on Twivine than anyone else.

“I’m fine, but Sunset’s death hit me hard… As well as my brothers…” Twivine said.

Oddly enough, Pinkie was nude, as was Rainbow.

“So… They’re mostly good.” Jasper said.

“Yeah but Applejack could lose the glare. It won’t do good for anybody.” Rouge said. “And I miss Sunset too.” She added sadly.

“She is pregnant…” Peridot said. “And a broodmare… I’d be pissed.”

“Yeah well. She will have to get used to it.” Rouge said to Peridot before looking at Carrot Top. “What age do you keep a broodmare up to?” She asked Carrot Top.

“Uh..I don’t know. Chrysalis once told me that once a mare become a broodmare they will also become ageless.” Carrot Top said.

“So… Forever?” Jasper asked.

“Yes. Like the oldest broodmare we got in the hive is over 1000 years old by the name of Clover the Clever.” Carrot Top answered Jasper’s question.

“She’s still breathing? Does she even look pony anymore?” Twivine asked.

“Yes she is still breathing and I think she still look like a pony. She just very long hair and huge tits plus she spend most of her time reading books we give her.” Carrot Top said.

“Well… If that’s all she does… Poor girl.” Jasper said.

“Yeah.. She does look very bored as well.” Carrot Top said.

“Maybe you can take care of her.” Twivine said. “If you know what I mean.”

“Well I suppose you can have her. She has been saying she will have sex with anyone that’s not Chrysalis like she has all the time.” Carrot Top said as she tell some drones to get Clover.

“Hmm… Sure, bring her by the castle of the two sisters later.” Twivine smirked, wrapping an arm around Rainbow. “Sound good Dashie?”

“It sounds amazing Mistress Twi.” Dashie said with a purring as her hair become longer and lighter again.

“Great… Drop her off later, I’ll introduce her~” Twivine purred.

“You disgust me Rainbow… Twivine’s just using to!” Applejack yelled.

“Like so what? Mistress Twivine can use me any way she wants.” Dashie said as she hugs Twivine.

Applejack spat in Rainbow’s face. “Rainbow, that ain’t Twilight! She died when Sunset corrupted her!”

“I like don’t care. I am totally staying with her until the ends of time.” Dashie said giggling while not being bother about Applejack had spat on her.

“Oh come on Applejack. Don’t be such a grump. Those two look so cute together.” Pinkie said smiling which showed her fangs again.

“Pinkie… How can you be okay with this!? You an’ ah are family and these varmints are using me to breed their army! How can you… Can you just watch this happen to me!?” Applejack’s eyes filled with tears.

“I just look on the bright side of life.” Pinke said.

“Yer friends are suffering!!!” Applejack screamed.

“Everypony suffers. It’s called life or in my case unlife.” Pinkie said coldly as she show the bite mark on her neck.

“I hate you…” Applejack growled. “Some Elements of Harmony y’all are… Loyal to a souless bitch, Laughing about friends suffering, and a Magicless Unicorn…”

“I have magic.” Twivine said.

“Keep tellin yerself that…” Applejack said darkly.

“Hey, hey. None of that Applejack or I will have to shoot you with bimbo gun at full power and same number of times Peridot had shot Luna with.” Rouge warned Applejack with a wave of her gun as she turn to look at Pinkie. “By the way. Where did you become a vampire?” She asked Pinkie.

“I would tell but I think my marefriend will tell it better.” Pinkie said happily.

“Vampire broke into our house.” Kayla stated.

“And the bitch bit me.” Pinkie while rubbing her neck.

“Language!” Kayla said, shoving her hand into Pinkie’s pussy.

“Ooooh yes. Sorry.” Pinkie said moaning in pleasure.

“This is getting awkward…” Jasper said, walking away.
“But it’s hot to watch.” Rouge said grinning.

“Who’s gonna make you climax?” Jasper asked.

“I don’t know. Maybe Flutters since she is making out with Rarity right now.” Rouge said pointing at the two.

Peridot sighed. “Sister, can I help you?”

“Well I do need this place ready when we start the reviews.” Rouge said. “And a little fingering would do it too.” She added.

“Then come on.” Peridot said, picking Rouge up bridal style. “I’ll do more than finger you.”

“Oooh. I like the sound of that. Maybe we could bring Lulu, Scoots and Trixie in on this.” Rouge said before looking at Carrot Top. “ Take Applejack back to the hive if she going to be in a bad mood for rest of the day.” She ordered Carrot Top who nodded.

“Okay…” Cheerilee said.

Peridot sighed. “Do we have to bring them into this…? I wanted it to be like sister bonding...”

“Sure. We can do just the two of us. Carrot Top can go get the files on all the Nobles while we make out like Flutters and Rares are doing.” Rouge said with a wink.

“Okay, but in private.” Peridot went to Celestia’s chambers. Once inside, Peridot set Rouge on the bed and got onto her knees. “What do you want of me mistress?”

“Well first take my clothes off and then stick your fingers into my pussy.” Rouge said while laying on the bed.

Peridot nodded, starting to strip the mobian. “I hope you enjoy this… Don’t be afraid to command me, Rouge.” Once Rouge was naked, Peridot stuck two of her fingers into Rouge, pumping in and out slowly.

“Ooooh. That feel so good. I really needed this.” Rouge said with a little moan of bliss.

“Is that all mistress?” Peridot asked, kissing her sister's stomach.

“Well you could play with my breasts if you want.” Rouge said while giggling from the kissing.

Peridot nodded and started to fondle Rouge’s breasts with her free hand. “Is that it Rouge? I thought you’d want more.”

“I just need a little bit to relax. We might get a little stress when we deal with the morons that are called nobles.” Rouge said moaning in pleasure. “Speaking of which. How many of them do you think we will be getting rid of?” She asked.

“By my calculations, only 23% will continue their duties.” Peridot said before licking Rouge’s free breast.

“Really? That’s a lot of rotten apples in that tree. Oh well the griffins will be happy for this.” Rouge said while moaning the licking. “Pump faster.” She added.

Peridot sped up. “Hey Rouge… If you need a stress relief or just want to make love, remember that I’m always willing to help.”

“Of course I will remember. You are the best sister I could ever have.” Rouge said as she moan louder.

“I am.” Peridot smirked as she began to pound Rouge’s clit with her thumb and into her slit. “If you ever need someone to help keep you warm in bed, I’ll be there. Okay?”

“Yeah. I would like that.” Rouge said smiling and moaning at the pleasure. Peridot kissed Rouge passionately as she held her sister close.

“Use me to fulfil any fantasy sister… Any…” Peridot stated.

“Ok.” Rouge said blushing a little bit as she French kissed Peridot. The green gem moaned into the kiss as memories flooded her head.

Jenny groaned. She wasn’t sure what to do. She was laying in her room completely nude and spread out.

“Uh..Jenny? Why are naked on the bed?” Becky asked as she enter the room with a blush.

“Oh! Hey Becky.” Jenny said. “I like feeling free. There something wrong?”

“No nothing is wrong. It just make you look cute.” Becky said with a wink as she walk closer to Jenny.

“Cute?” Jenny asked. “You like this cute? Maybe I’ll be like this more often…” Jenny teased as she sat up. “Door is open.”

“One sec.” Becky said as she close the room door. “Now then. Shall we start with a kiss like this?” Becky asked as she gave Jenny a French kiss. Jenny moaned and pulled Becky close.

“I guess Mom’s away?” Jenny asked.

“Yeah. She is off to pick up Dad from his work place which so happens to be need a con.” Becky said as she lick Jenny’s neck.

“Beck… What are we going to do…?” Jenny asked. “I mean… When we’re older…”

“Hmm I don’t know...Maybe we can work at bar or something.” Becky said suggested as she starts sucking Jenny’s left breasts.

Jenny moaned lightly. “I-I-I mean… Are we always going to be together…? And if we are… Is it going to be in s-secret?”

“Of course we are. And even if one of us gets lost we will always find each other again.” Becky said as she sucks the other breast.

“What about… Marriage…?” Jenny asked, starting to unzip Becky’s pants.

“We might need to move to a state that will allow that but of course we. As long as we can add someone we both like in as well. So we can have three ways.” Becky said as she place a finger in Jenny’s pussy.

“A-am I not e-enough…?” Jenny asked.

“You are more than enough. It just that one day in the future one of us would want to have a baby.” Becky said as she hugs her sister.

“There are sperm donors.” Jenny said, pulling her sister's pants and panties down.

“That is true but don’t you want flesh sperm from someone you met face to face or frozen sperm from a stranger that we will never meet.” Becky asked as she fingers Jenny.

“I don’t want anyone but you to touch me…” Jenny moaned loudly, getting close to orgasm.

“Well I could be one the let someone touch me just for us to get a baby.” Becky said as she finger faster and French kissed Jenny again.

“I just d-don’t w-w-want anyone in our relationship~!” Jenny said before she started to pant hard, unable to speak anymore as her hips thrusted into Becky’s hand.

“Ok, ok. We will leave the baby thing for a few more years into the future when we move out of our parent's house and get our own place.” Becky said as she fingers faster.

Jenny started orgasming intensely as Jenny screamed in ecstasy. “B-Becky, why d-do you l-love me~!”
“Because you are my sister and you are cute and smart. What’s not to love?” Becky said as she hug her sister.

“Now my beds a mess… Crap…” Jenny said, then shrugged. “Hey, are you into anything out there sis? Like… Wanna try something?”

“Yeah. What do you have in mind?” Becky asked.

“Well… We could take turns doing what we want to the other.” Jenny said. “Oh, and take off your shirt.”

“Sure.” Becky said as she took her top off. “We could suck each others breasts.” She suggested.

“I think it’s my turn to make you feel good.” Jenny said, pinning Becky down. “Wanna know why I love you...?”

“Oh please tell me. I want to know.” Becky said excited.

“You’re caring. You’re beautiful. You know how to make me smile. You’re personality is amazingly sexy. You’ve protected me for so long, and so hard, my heart melts whenever you get protective of me. Whenever you make my lunch you shake your hips.” Jenny kissed Becky’s lips. “Your lips make me shiver in pleasure everytime we kiss… Your spunk, spirit and pazaz… And finally… You make me feel whole when we do this… I want to spend years just fucking you…” Jenny went down and started to kiss all over Becky’s pussy.

“Aww. That is so sweet and cute of you.” Becky said as she moan from the kissing.

Jenny french kissed Becky’s folds continuously. Her hands going up to Becky’s breasts to play with.

“Oooh yes. That feels sooo good.” Becky said moaning louder.

Jenny wrapped her arms under Becky’s legs and started pulling on her sister's breasts. She then nibbled on Becky’s clint.

“Ooh hehe. That tickles and feels soo good all at the same time.” Becky said with a giggle and moan.

Jenny started speeding up, licking and kissing Becky deeply.

“Ooh oh oh yes. I am getting close.” Becky said as she moan louder and louder.

Jenny started sucking on Becky’s pussy greedily and lovingly. “Scream my name~”

“Ooh yes Jenny! Suck faster Jenny faster!” Becky scream out in pleasure as she cums in Jenny’s face.

Jenny licked it all up. “Is that all mistress…?”

“Keep licking and I might cum again.” Becky said in bliss.

Jenny obeyed and continued lovingly.

“Oooooh yes! Ooooh yes. This is soooo good.” Becky said moaning like mad.

Jenny was so happy...

Jenny groaned as she watched Becky drink her ninth glass of liquor.

“Becky… I think you’ve had enough to drink.” Jenny stated, grabbing her sister's waist.

“Noooo...I ..can… down one more..” Becky said she giggle from being drunk.

“Ugh…” Jenny grumbled as she took a sip from her second drink. They may have been underaged, but damn did it taste good. “Becky… Please…”

“Ok..Let me just grab a bottle of cola.” Becky said as she she walk off to get a drink at the bar.

A minute later, Jenny sighed. She felt angry for some reason, so she had downed two drinks quickly. She went towards the girls bathroom and went in.

“I don’t know if I should be doing this. It kind of feels wrong.” Becky said from behind one the doors follow by the sounds of kissing.

“Don’t worry about it my little drunk girl. Who is going to know?” Said another girl’s voice from the door as the kissing sounds continue.

Jenny peeked into the bathroom.

“Well...I-I suppose one time couldn’t hurt.” Becky said drunkenly as she kissed a girl with blonde hair with purple highlights and have the same breast size as her.

“B-Becky…” Jenny said, tears brimming at the edge of her eyes.

“Huh? Oh hey Jenny. When did you get here?” Becky asked drunkenly as she spots Jenny.

Jenny glared at Becky before storming off.

(End Of Flashback)

Peridot had been pumping in and out of Rouge for the past hour, having zoned out.

“Sis.. Are you okay?” Rouge asked Peridot from out of concern. Peridot pulled out of Rouge and started quivering.

“I just r-r-remembered s-s-something…” Peridot said. “S-s-s-something b-b-before the a-a-accident…”

Rouge just stare at Peridot wide eye. “Re-Really? Please tell me what can you remember?” Rouge asked Peridot as she hugged her sister.

“I remember… Making love to you… Talking about babies and why I love you… You used to make sandwiches?”

“Is-is that everything?” Rouge asked Peridot with some tears of joy.

“N-no… I r-r-remember a b-bar…” Peridot said, her chest aching.

“Oh. Well I am sorry for that night. I-I was too drunk to think right when I kiss that girl. Can you ever forgive me?” Rouge said as she hug her sister crying.

“I felt… So miserable…” Peridot said, tears brimming in her eyes.

“I know and I felt even worse after that accident when you couldn’t remember a thing. I thought I would never get the chance to say how sorry I was for that horrible mistake.” Rouge said still crying.

Peridot hugged Rouge tightly. “I… Liked the first one better… I forgive you…”

“Really? Thank you. You don’t know how long I waited for this.” Rouge said hugged Peridot just as tight.

“I’m not sure we’re supposed to be together like that though…” Peridot said.

“Oh sorry.” Rouge said as she let go of Peridot.

“We should find someone else… We’re sisters after all…” Peridot said. “And you were happy with Sunset… I think you should find someone else.”

“Yeah. You are right. Anyway we should get ready for those reviews right now.” Rouge said as she get her clothes on.

“Yeah…” Peridot said emotionlessly. “Let’s do that.” Although Rouge didn’t know it, Peridot was wailing inside. ‘If only you’d fight for me…’

As the two walk back to the throne room where the reviews will be taking place Rouge was was walking in front of Peridot and swaying her ass at her. “So which noble to you think we will be dealing with first?” Rouge asked Peridot.

Peridot pulled a list to her face. “Jet Set and Upper Crust… They’re first on the list.”

“Ok. Well they better get Set incase we sent them to the Lower Crust.” Rouge joked as the two enter the Throne room where a table and two chairs have been set up with some files on them. The two ponies Jet Set and Upper Crust are standing a few steps away from the table. “Are you ready for this Sis?” Rouge asked Peridot with a wink as the two take their seats.

“It’s you who have to be ready.” Peridot said.

“Ok. Then let’s begin shall we.” Rouge said as the two open the files of Jet Set and Upper Crust while looking at the said two ponies.

It has been an hour since the reviews had started and most of the Nobles that Rouge and Peridot had reviews had failed. Even some of them that had to be arrested because of law breaking secrets they have had.

“Ok the next one on the list is Night Light and Twilight Velvet.” Rouge readed the list with a glare.

“Actually, it says Night Light died last night. I heard Starlight tore his head off.” Peridot said. “So only a childless… Husbandless… Woman… It sounds cruel.”

“She still got Twivine so she isn’t childless. So we will be showing Velvet the papers that prove her husband was a rapist.” Rouge said.

“Twivine’s a soulless, sex crazed demon who is currently having sex with Clover the Clever.” Peridot said. “I don’t think Velvet has anyone…”

“Even so Twivine is still her child and I really want to see Night Light behind bars for his crimes but his death works too.” Rouge said as the doors open and Twilight Velvet walk in.

“You aren’t gonna do anything to her… Right?” Peridot whispered.

“Just telling her that her dead husband was a rapist and the one that kill him is the daughter of one his victims.” Rouge said Velvet got close enough.

“Y-you wanted to see me…?” Velvet asked tiredly. She looked drained and sorrowful. “Y-your highness…” Velvet bowed.

“Well the first is that we are sorry for your losses.” Rouge said sadly.

“Th-thank you for your condolences.” Velvet said. “Y-your highness, my husband was the noble. I merly married into it. I-I’m not even sure w-what to do without Night…”

“Well Night Light would had failed this review and arrested with all his money would go to you if he was still alive.” Rouge said.

“Wh-what?” Velvet asked, confused.

“Your husband is a rapist Velvet. The mare that attacked some time ago and the mare that kill are the daughters of two of his victims.” Rouge said sadly.

Twilight Velvet was frozen, tears started to form in her eyes. “No… he couldn’t have…”

“I’m afraid so. From what the changelings had found it turns out he had raped more than those mares and payed some of the guards to turn a blind eye on it.” Rouge said sadly. “So you will getting all of his money.” She added.

“It doesn’t even matter… We were in debt. I’m surprise I still have our noble title… Thank you for telling me your majesty.” Velvet bowed weakly. “Is that all…?”

“Well you will be getting some money from some of the fromer nobles to help you get of debt. Plus you could go have a talk with Starlight Glimmer. She, Twivine and Candy are what’s left of your family after all.” Rouge said sadly.

“Cadence is gone… I tried to contact Twilight… She didn’t want me around… And I don’t even know who Starlight is.” Velvet said. “Your highness… There’s nothing left for me. I don’t even want to be a noble.”

“Well Starlight is the mare that killed Night Light. And if there's nothing left for you. You could alway go to the Changeling hive and offer yourself to become one of their broodmares is a option.” Rouge offered.

“I-I don’t think I want th-that…” Velvet said.

“Well you could alway come and work here in the castle. Could always use an extra maid around here.” Rouge offered.

“Why not…”

“Then you can start next week.” Rouge said while offering an hand to shake. Velvet weakly took it. “That will be all. Just tell the next noble that he and she are up on your way out.” Rouge said sweetly.

“O-okay…” Velvet said as she walked away.

“Ok. So who’s next Sis?” Rouge asked Peridot.

“One more and then we’re done for today.” Peridot said. “A… Blueblood?”

“Ooooh yes this asshole is so going to fail.” Rouge said as she rubbing her hands together as the said pony enters the room.

“Here’s the list of what they found.” Peridot placed a large book on the table.

“Yep. He is so failed. But let’s do this review so he can add fuel to the fire.” Rouge said as she open a file just as Blueblood got close enough.

“What is the meaning of this!?”

“This is a review to see if you are worthy to have the title of both noble and Prince.” Rouge said while looking at file.

“I am born into royalty you filthy welp! You are just a greedy commoner!” Blueblood shouted.

“Hey sis, I upgraded the bimbo gun.” Peridot told Rouge.

“Really? Then I know who to use it on.” Rouge said to Peridot with a grin before looking back at Blueblood. “Just because you were born into that family doesn’t mean you are worthy of having the title of Prince and calling your new ruler a filthy welp and greedy commoner is giving you a lesser chance to pass and more to fail this review.” Rouge said as she look at all things he had done that is or isn’t against the law.

There were a lot.

“I don’t see your point.” Blueblood said.

“The fact that you have abuse the power you was unworthy given by treating the ‘commoner’ like dirt, sending assassins to kill, drugging and raping any mare that you take to your liking and many other things you have done under Celestia’s nose.” Rouge said calmly.

“What are you going to do?” Blueblood asked cockily.

“Simple. The first thing we are going to do is to strip you of your titles of noble and Prince along with all of your money. Second..” Rouge said with a grin as she check the settings on her bimbo gun.

“Try the Slave Male To Female setting.” Peridot suggested.

“Of course Sis.” Rouge said to Peridot as she set the bimbo gun to that setting before firing it at Blueblood. “Second you will be strip of your stallionhood because you keep waving that dick where it doesn’t belong.” Rouge said as she giggle at Blueblood being turned into a mare.

“And third, you’ll serve as a servant… Nude… All the time…” Peridot said as more of a suggestion.

“I was thinking more of giving hi- I mean her to the changelings to become the first broodmare that will staying at the castle along with any mare that wants to become a broodmare for the rest for their life.” Rouge suggested back.

“Ah.” Peridot nodded. “But Blueblood’s a bit too masculine.”

“Another shot or two might do it.” Rouge said as she shoot Blueblood two more times. “ Would that do it Sis?” Rouge asked Peridot.

“I meant the name… But yeah.”

“Hmmm. I am thinking Bluebelle.” Rouge suggested.

“Sure.” Peridot said. “Carrot! We’ve got a broodmare for you!”

“Really? Who?” Carrot Top asked excitedly as she enter the throne room.

“Bluebelle.” Peridot pointed at the zoned out ex-noble. “She’s extremely suggestive.”

“Ooooh. I could have her make out with the broodmares.” Carrot Top said happily. “Now come here to your new queen and master.” She ordered Bluebelle.

Bluebelle walked over to Carrot Top like a zombie.

“Make out with the broodmares?” Peridot asked. “Bluebelle’s an asshole.”

“I don’t think she would be a problem. Plus I could have her keep Applejack in line.” Carrot Top said as she groped Bluebelle’s breasts a little.

“Well have fun with her.” Rouge said as Carrot Top took Bluebelle out of the throne room.

“And have fun with Derpy!” Peridot shouted.

“Oh I will and I am very close to convince her into becoming a changeling queen!” Carrot Top shouted back.

“Right well now that’s out of the way. Do we have anymore nobles to reviews?” Rouge asked Peridot.

“I said Blueblood was the last for today. Besides, it’s a quarter past midnight and I’m almost asleep.” Peridot said, leaning on Rouge.

“Oh yeah. We can continue this tomorrow and then we can have Pinkie Pie throw a huge party for me becoming the new ruler of Equestria.” Rouge said happily as she pick up her sister.

“Sounds great sister…” Peridot said.

“And since Spike is nowhere to be found I could give Rarity to you to do as you pleased in a lab that I will build for you. Where you can have as many nerd ponies or changelings as you like to boss around.” Rouge said as they enter Luna’s room so she can put Peridot on the bed. “Does that sound good?” She asked.

“Yeah…” Peridot said. “Could you… Stay with me?”

“Of course I will Sis. We will be together forever.” Rouge said as she hugged Peridot. “Will good night Sis.” She added as she fell asleep on the bed.

“Love you Rouge…” Peridot murmured before falling asleep.

Derpy grumbled as she finally got her suit off. She tossed the enchanted garb to the side. She sat on her new bed with a wheelchair in front of her.

Her wings were sore, and she wanted to get a shower before bed.

“Hey Derpy guess what? I got a new soon to be broodmare for the hive and you will guess who she used to be.” Carrot Top said happily as Bluebelle mindlessly follow her into the room for Derpy to see.

“Gah!” Derpy tried to hide herself, but ended up faceplanting onto the ground.

“Ooops. Sorry I didn’t mean to scare you like that.” Carrot Top as she help Derpy to get on the wheelchair.

“G-get her out of here!” Derpy said, looking at Bluebelle fearfully.

“Ok.” Carrot Top said as she popped her head outside of the room to look at out of the Changelings guards. “Take Bluebelle to where the other broodmares are and have her ready for Cheerilee or me to come place eggs in her.” She ordered the guard which he obeyed and took Bluebelle out.

Derpy started crying.

“Uh...Derpy? Are you okay?” Carrot Top asked Derpy from out of concern.

“Why did she look like him!? Why!?” Derpy sobbed. “I put him behind me! I thought I was safe!”

“Well Queen Rouge turned Blueblood into that mare after she stirp him of his titles and money and her to the hive.” Carrot Top explained.

“S-so it was him…” Derpy whimpered.

“Yeah but she’s a penniless and mindless mare with no power to harm anypony anymore.” Carrot Top said while giving Derpy an hug. “Did he do anything to you?” She asked Derpy.

Derpy clung to Carrot. “H-h-he’s d-d-d-Dinky’s f-f-father!” Derpy sobbed into Carrot’s neck. “He-he-he-he rape-rape-raped me-me-me-e-e-e!”

Carrot Top grasp as she hugged Derpy tighter. “Oh Derpy. I am so sorry. I didn’t know. But don’t worry she will never harm you or anypony else ever again.” Carrot Top said trying to comfort Derpy. “Plus it could be a chance for you to get your revenge.” She added.

“I’m so useless…” Derpy said. Carrot felt Derpy’s sorrow. “I don’t know what you ever saw in me… I’m ugly, I’m stupid, and I c-can’t even walk…”

“You are not useless. You are a very cute and smart mare who can do somethings better than anypony else can.” Carrot Top said hugging Derpy. “Now mare up and let’s go get your revenge.” She added.

“I don’t feel like it right now…” Derpy said. “And what did you mean I can do something no one else can?”

“Being you and being the best marefriend I could ever have.” Carrot Top said kissing Derpy on the lips.

Derpy kissed back. She then pulled away and took her eyepatch off. “Carrot… Can you help me with my shower…?”

“Sure.” Carrot Top said as she help Derpy to the shower. “You know. I think there’s a way I could get you back on your feet without the suit.” Carrot Top said as she turn on the shower for Derpy.

“R-really?” Derpy asked, surprised. “How?”

“Well Clover the Clever once told me that a mare with arms and legs was as broken as your legs are was able to use them again after being turned into a Changeling Queen.” Carrot Top said as she help wash Derpy.

“O-oh…” Derpy said, blushing as Carrot washed her. “I-I-I’m not o-one for b-being nude twenty four seven.” Derpy’s upper half shuddered as her wings stiffened.

“I wasn’t at first but I got used to it. You could alway wear clothes if you want.” Carrot Top said as she stroke Derpy’s wings.

Derpy moaned. “You know just what to do to make me happy.” The one eyed pegasus fondled Carrot’s ass. “W-wanna… You know, get it?”

“The dick?” Carrot Top asked with a moaned.

“I meant the bath…” Derpy said, splashing Carrot with water.

“Oh. Ok.” Carrot Top said as she get in the bath with Derpy.

“How long to Changeling Queens live?”

“Well. Changeling Queens are ageless immortals who can only be killed by someone who is more powerful than them. Like how Queen Rouge kill Chrysalis when she was all glowing with those gems.” Carrot Top said as she fondled Derpy’s breasts.

“W-well… What about d-Dinky?” Derpy asked.

“Well we could turn her into a Changeling Queen if she wants it when she turns 20.” Carrot Top suggested.

“That sounds great…” Derpy said. Carrot had to catch the pegasi’s head as she fell asleep.

“I will go and put you in bed.” Carrot Top said as she carry the sleeping pegasus to her bed. “Sleep well. Now if you’ll excuse me. There’s an ex-prince I got to put eggs in.” She added as she heads to where the broodmares are at.

Lyra was humming a happy tune as she rubs her huge belly.

“Would you pipe down…?” Octavia asked. “You’ve been humming that same tune for hours…”

“What? I like that tune. It keeps me from being bored.” Lyra said happily as she moan from her belly expanding again. “Plus have you heard the news?” She asked Octavia smiling.

“What?” Octavia grumbled. Her stomach was flat as she rested in her 24 hour break.

“Queen Carrot Top and Queen Cheerilee are allowing ponies to come visit the hive today. Along with letting any mares willingly offer themselves to become broodmares.” Lyra said happily.

“Great, more annoyances…” Octavia groaned as she snuggled into a blanket.

“Plus I got a letter from Bon Bon that said she and Vinyl are coming to visit us today.” Lyra said excited.

“W-wait, what!? They know we’re here!?” Octavia yelped. Her heart was soaring. She missed Vinyl so much, all she wanted was to feel her touch again.

“We sure do.” Said the unicorn mare inquestion who was standing by the door as Bon Bon came running in hugged Lyra. Well try to while Lyra’s huge belly was in the way.

“V-Vinyl…” Octavia almost whimpered. “I-is it really you…?”

“Of course it’s me Tavi who else?” Vinyl said as she run up to Octavia and gave a hug. “Your ass and breasts have gotten bigger.” She added with a grin.

“Vinyl, don’t ruin the moment…” Octavia said, crying. “I haven’t seen you in almost a year…”

“I know. I had to kind of beat and raped the changeling I thought was you for that info.” Vinyl said with a blush as her ass, hip and breasts was starting to expand.

“Are you okay sweetie…?” Octavia asked, holding Vinyl close.

“I am fine. I am just turning into a bimbo because seeing you naked has turn me on.” Vinyl said as her hair was becoming longer and lighter.

“I don’t care, I’m just so happy to finally came… I gave up hope for you coming to save me.” Octavia said, almost melting into the hug.

“Well I am here now and I am staying with you no matter what.” Vinyl said as she broke the hug so she can start taking her clothes off.

“Wh-what are you doing!?” Octavia asked.

“Well I have asked Queen Cheerilee if I could take you out of the hive. But she said no. So I decided to offer myself to become one their broodmares and she said yes.” Vinyl said now naked and ass, hips and breasts got bigger and bigger.

“V-Vinyl, you can’t! What about your dream to become a celebrity DJ!?” Octavia tried to reason. “You can’t give yourself up for me…”

“I have asked Queen Cheerilee to have a changeling pose as me to do my job. Plus I want to be with you again. And even if that means I have to give up my DJ life just to be with you then so be it.” Vinyl said as her hair had gotten longer and longer and lighter and lighter as she sits on the bed that was next to Octavia’s.

“Vinyl… You can just visit me, or stay with me. You’re going to be continuously pumped with seeds.” Octavia said.

“It’s not the first time that when I am in full bimbo mode. Beside Queen Cheerilee said I can only stay if I become a broodmare and so that’s what me and Bon Bon are going to do.” Vinyl said as her eyes glazed over with lust.

“Oh Vinyl…” Octavia said.

“We will totally do it together.” Vinyl said happily just as the two changeling Queens enter the room.

“Well look like our three soon to be broodmares are ready.” Carrot Top said smiling as look at Octavia. “Also Octavia your 24 hour break is over.” She added as she summon a dick on herself.

Octavia groaned. “Okay…”

“Good girl. Now then Cheerilee who do you want to go for first?” Carrot Top asked Cheerilee while she was summoning a dick as well.

“I think I’d like the new one.” Cheerilee said, her own dick looming over Vinyl.

“Then I will go for Bluebelle since I need to get revenge for she did to Derpy when she was Blueblood.” Carrot Top said as she place her dick inside Bluebelle’s pussy who was laying next to Applejack.

“Oh Hi Applejack. I didn’t see there.” Bon Bon said as she wave at Applejack which made her huge bimbo breasts to jiggle.

Applejack grunted. “You two’re crazy…”

“Yeah crazy enough join our marefriends at being broodmares forever.” Bon Bon said as she notice Carrot Top was done with Bluebelle and was walking over to Octavia.
“Plus you look like you are almost ready to give birth to your first changelings Applejack.” Lyra said noticing Applejack’s very huge belly.

“I hate doing this.” Octavia sighed, spreading her legs.

“I know but look on the bright side. That is won’t be Chrysalis who will be pumping you with eggs anymore.” Carrot Top said as she place her dick in Octavia’s pussy and start thrusting.

Cheerilee was already thrusting into Vinyl. Octavia hated the feeling inside of her. The feeling of being used.

“This is like not so bad.” Vinyl said through moans of pleasure from every thrust Cheerilee does to her.

“Getting close~” Cheerilee moaned, thrusting harder.

“I am getting close too.” Carrot Top moaned as she does her thrusts faster.

“Come on. Is this like the best you got? The weird talking cat can totally do it better then you.” Vinyl said with another moan of pleasure.

Cheerilee’s dick expanded to where it barely fit into Vinyl’s pussy. “Is that good for you?” Her thrusts rammed into Vinyl roughly as her hand slapped Scratch’s ass.

“Oooh yes. Now that is more like it. But you will never beat Tavi in sex.” Vinyl said moaned while her huge breasts bounce up and down.

“Ooooh. Those are some fighting words.” Carrot Top said giggling while still thrusting.

Cheerilee french kissed Vinyl as her magic created another dick which went into Vinyl’s ass. Her hands squeezed Vinyl’s breasts as her tongue went down the new broodmare’s throat.

Octavia hated watching Vinyl have sex. She knew Cheerilee was doing way better than she could ever.

“Oh-Oh. Get ready Octavia. The wave of eggs are commmmiinnnnggg!!!” Carrot Top scream as she cums her eggs into Octavia. The ex violinist held in her tears as she felt them swarming to her womb.

“You two should totally another Changeling Queen because I don’t like to be kept waiting.” Bon Bon said while Lyra was fingering her as they wait.

Cheerilee came into Vinyl, sending the seeds into her. “I’ll get to you.” Cheerilee walked over to Bon Bon. “Why don’t you suck while Lyra fingers you? It would speed things up~”

“Like sure.” Bon Bon said as she bend over to place her mouth over Cheerilee’s dicks and start sucking as Lyra continue fingering her.

Octavia curled up into a ball, trying to hold back her sobs.

“There you are. All done until the next time you give birth.” Carrot Top said as she made her dick disappear. “You know I should give you something for being such a good girl.” She added while she had a finger on her chin in thought.

“P-please no…” Octavia whimpered, thinking it was going to be something bad like whenever Chrysalis said it.

“Hmm. I know. This.” Carrot Top said as her horn glowed and a changeling horn appears on Octavia’s forehead.

“Wh-what...?” Octavia asked, confused.

“I gave you a changeling horn so you can do magic like your marefriend can.” Carrot Top said with a grin. “Would you like some wings to go with the horn?” She asked.

“Wh-why!?” Octavia asked. “Why would you do that!?”

“Aaahhh~” Cheerilee sighed as she finished inside of Bon Bon.

“I thought it would be something different for you during your time here at the hive.” Carrot Top said as she make a pair of changeling wings appear on both Octavia and Vinyl’s backs.

“Like cool I can totally fly now.” Vinyl said happily just as her belly begins to expand a little.

“When could I use them…?” Octavia asked.

“In the room at the back while you have your 24 hour break.” Carrot Top said as she look at the other broodmares. “I think I will do this to the others just so it’s fair.” She added as she give Applejack and Bon Bon horns and wings while Lyra and Bluebelle just got wings.

“Wh-what if we’re bad…?” Applejack asked.

“Hmm. Well then you don’t get any food for the day or I could get Queen Rouge to come here and zap you with that gun of hers.” Carrot Top said with a wink to Applejack. “I hear her sister has been upgrading that gun so I would be good if I was you.” She added.

Octavia almost shriveled up. She dragged herself away from Vinyl.

“Tavi? What’s wrong?” Vinyl asked Octavia in concern.

“Why are you here…? Why do you care about me? Is it just for sex?” Octavia asked as Cheerilee went deeper into the Broodmare cave.

“It’s because I love you and I want to be with you forever and go through what you had gone through.” Vinyl said sadly as she want gave Octavia a hug and a kiss on the lips. “Plus we get free food.” She added.

“Vinyl… You have no idea what I’ve gone through…” Octavia said. “They raped me… My… “flower” is so stretched even your fingers would hurt…”

“I just don’t want you feeling so alone anymore.” Vinyl said with some tears as she continue hugging Octavia.

“I missed you so much…” Octavia cried.

“I missed you too.” Vinyl as both their bellies expand a little.

“Aww. That is so cute. It’s like what happened with me and Derpy.” Carrot Top said happily as she walk over to another mare who had a rock in her hand and has no emotion on her face. “So Maud how are you doing today?” She asked the mare.

“Horrible.” Maud said.

“Why is that?” Carrot Top asked as she gave Maud’s huge belly a rub.

“I feel terrible.” Maud said.

“You know if you want to. I could sent a letter to Pinkie to come visit you.” Carrot Top offered.

“I’d rather not have her see me like this…” Maud said.

“She had already see her friend Applejack who is in the same state as you.” Carrot Top said with a sad smile. “Plus she is a vampire now.” She added.

“Pinkie ain’t mah friend… She don’ care ‘bout me or anyone.” Applejack growled.

“She does care it just there nothing she can do but throw a party to make ponies happy. So don’t be such a downer.” Carrot Top said to Applejack with a look of disappointment in her eyes.

“She could try not cheering the enemy up! And she could help me get outta this fuckfest!” Applejack screamed. “What’d I do ta deserve this!? What did Rarity do to deserve her punishment!? What did Fluttershy do to deserve becoming a bimbo!? Rouge said Celestia did evils, well look at what she’s done! Ah’d rather have Discord rule over Equestria!”

“I think Queen Rouge said that Celestia harm her sister.” Carrot Top said.

“And Rouge harmed mine!” Applejack screamed. “That bitch has hurt everyone! Cheerilee was raped by ponies she turned into bimbos! … Ah can’t even remember mah first time...”

“Weren’t you also one of the bimbos that raped Cheerilee? Beside Rouge is carrying on Sunset’s dream to rule Equestria since she got her revenge.” Carrot Top said with a grin. “Beside she has done a far better job at ruling Equestria then Celestia could ever do.” She added.

“Yeah, because she’s only been there for a day.” Applejack said. “Just wait…”

“She had gotten rid of the bad nobles and Starlight killed Night Light who was a rapist.” Carrot Top said smirking. “Think Rouge and her other friends can handle anypony who is dumb enough to rebel.” She added.

“... Heh… Those were nothin’... Just wait.” Applejack said, smirking.

“She had the ponies make peace with my and Cheerilee’s Changelings. So yeah we can wait to see who is dumb enough to attack.” Carrot Top said smirking back as she grabbed Applejack’s left breast.

“Let go…” Applejack said. “I already have yer damn babies in me.”

“Those are the last babies that came from Chrysalis but yes they are mine and Cheerilee’s babies now.” Carrot Top said as she grabbed the other breast.

“Let go of me…” Applejack snapped. “Don’tcha have enough lovers? Derpy even?”

“Yes and I am trying to convince her to become a changeling queen like me. Plus I love all of my broodmares.” Carrot Top said as she started playing with Applejack’s breasts.

“You only use us. You just threatened Octavia!” Applejack glared. “I thought you ‘nd ah were friends…”

“Actually I was answering your question. And we are friends. It just I got duties to the hive like you with the farm.” Carrot Top said.

“To grope a pregnant mare is a duty?” Applejack asked with venom. “And apparently ah ain’t a farmer anymore… You don’t care ‘bout me. I’m just a soldier maker to you...”

“Oh Applejack. Don’t be such a downer all the time.” Carrot Top said as she start to lick Applejack’s neck while adding magic to it.

“Gah!” Applejack’s breasts and ass started to expand. “Stop! Ah don’t wanna go back to being a bimbo!” Applejack almost sobbed.

“Well tough love Jackie.” Carrot Top said as she start lick Applejack even more and adding more magic to it.

“This isn’t love!” Applejack shoved Carrot off of her. “Stay away from me!”

“Hmm. Looks like I will have to do this the hard way.” Carrot Top said while sounded disappointed.

“Carrot, if any part of you is still my friend, you’ll stop this… I’m already your broodmare, just please… Please leave me alone…”

“Very well. I will leave you alone for now. But you will soon see things...our way.” Carrot Top said with a smirk as she left Applejack to check on the other broodmares.

Applejack grumbled and laid her head back, trying to quell her lust.

“Queen Carrot Top does know how to lick am I right?” Lyra asked Applejack as her belly expand again.

“Shut up…” Applejack grumbled.

Cheerilee beckoned Carrot to her. “Why’re you messing with the broodmare?”

“Just trying to get her to see things ours and Queen Rouge’s way.” Carrot Top said with a smirk. “The brainwashing magic I have place in my licks will see to that.” She added.

“Brainwashing… What’s that going to do? She can’t do anything to harm us.” Cheerilee said.

“True but I don’t want her to be a downer and hating some of her friends like Pinkie Pie.” Carrot Top said sadly. “Plus I want her to agree on becoming a Changeling Queen like us after she gives birth to Chrysalis’s last set of children.” She added as she look at some of the other broodmares.

“I found one of Chrysalis’ old wives. I think she’s the last one besides you.” Cheerilee said.

“Really?” Carrot Top asked out of surprised and look to who Cheerilee is looking at.

It was a mare named Apple Rose. Her mouth was hooked up to a tube that fed her while a separate one took care of her waste. She was still young, looking barely above adulthood, no more than nineteen.

“If she one of Chrysalis’s old wifes then why isn’t a changeling queen like us?” Carrot Top asked as she got closer to Apple Rose.

“From what I remember, you and I are the first Changeling/Pony hybrids. Before that, Chrysalis just used mares. They’re immortal like you and I. You were turned into a wife after the change. Anyone could be a wife.” Cheerilee said.

“Huh. Are they all here?” Carrot Top asked as she take the tube that fed Apple Rose off.

“The other wives died long ago. Apple Rose only has a small amount of sorrow keeping her alive. Chrysalis ate everything else.” Cheerilee said. “She nothing but a sad husk right now.”

“Damn. Maybe I could give her some love.” Carrot Top suggested.

“If you want. Maybe you could use her.” Cheerilee stated. “She’s got a fine body…”

“Yeah. Maybe she can help the brainwashing magic I place on Applejack move quicker.” Carrot Top said as she sends some love into Apple Rose.

“How?” Cheerilee asked. “And after that, what? Make her a broodmare? We can’t make everypony a queen.”

“True. But I want a third Queen just to help with making choices and speed up with placing eggs in more broodmares much more quicker.” Carrot Top said smiling. “We can make Apple Rose into a broodmare once we get Applejack to agree on becoming a queen.” She added.

“... Isn’t she technically your wife?” Cheerilee asked.

“That is true. So we don’t make her into a broodmare. Maybe will could have her as a maid or something.” Carrot Top said as Apple Rose was coming to.

“Aanngh!” Apple Rose winced as she finally came to and grabbed Carrot in a hug. “My queen…”

“Easy there Apple Rose you have just woken up.” Carrot Top said as she hugged back. “Do you remember who you are?” She asked.

“All I remember is that I serve my queens desires…” Apple Rose said, looking us at Carrot with lust.

“She can sense you’re part of the royal family.” Cheerilee said.

“We can still work with this.” Carrot Top said before she look back at Apple Rose. “I got a job for you.” She said to Apple Rose.

“O-of course, forgive my advances my queen.” Apple Rose said, looking down in shame. “I am unworthy to have done that. What is thy will?”

“Is this what you were like?” Cheerilee asked, smirking.

“Shut up.” Carrot Top said with a blush before looking back at Apple Rose. “There a orange broodmare by the name of Applejack that I have placed a brainwashing spell on. I need you help the spell move quicker by trying to convince her to want to become a queen. Do you understand?” She asked Apple Rose.

“M-mostly…” Apple Rose said. “Make ‘Applejack’ think about becoming a broodmare… R-right?”

“No. Make her think about wanting to become a Changeling Queen.” Carrot Top said to Apple Rose.

“S-sorry my queen, please forgive me.” Apple Rose bowed her head. “Make Applejack see how amazing being a Changeling Queen is.”

“Good girl. Now get to it.” Carrot Top ordered Apple Rose with a slap to the ass.

Apple Rose blushed and crawled away.

“You know… I think you gave her too much love…” Cheerilee said.

“Well she look like she really needed it.” Carrot Top said as she went to watch Apple Rose at work.

“I don’t think she can walk… From what I could gather, she’s been sitting there for the past twenty years.” Cheerilee said. “She needs a lot more than pure love.”

“We will help fix her up after she has done her task.” Carrot Top said as she saw Apple Rose just gotten to Applejack. “Now we watch.” She added.

“Hello, you must be Applejack.” Apple Rose said.

“Who’re you?” Applejack asked. “And how’d ya know mah name?”

“I’m… Not sure I remember. But that’s not important.” Apple Rose said. “What does matter is why you don’t wanna become a Changeling Queen.”

Applejack glared. “I don’ wanna become a changeling because ah ain’t givin up mah ponyality.”

“But you wouldn’t.” Apple Rose said. Carrot felt Applejack’s will weaken.

“What do ya mean?”

“You’d only be half Changeling. Plus, you’d not have to worry about being pregnant all the time.” Apple Rose said. The brainwashing was starting to seep into Applejack more and more.

“Ah’m not gonna be like those bitches! You’re probably a Changelin yerself!” Applejack kicked Rose in her face, sending her onto her back.

“Come on Apple Rose you can do it.” Carrot Top said quietly as she watch.

“Applejack…” Apple Rose said, holding her bloody nose. “I sense your hatred… You can get revenge if you just accept it. All of your pain can be washed away… Just give in.”

“No… No ah can’t…” Applejack said, she then hit Apple Rose again, this time more violently. She then recoiled, realizing Rose wasn’t a Changeling. “Oh Celestia… What’ve ah done…?” Applejack suddenly fell over, the brainwashing finally finishing.

Apple Rose groaned.

“Good work Apple Rose.” Carrot Top said as she came over and helped Apple Rose up.

“Anything for you my queen.” Apple Rose said weakly.

“Of course. I will send for medics to come and help fix you up really good.” Carrot Top said to Apple Rose with a quick kiss before looking at Applejack. “How are you feeling?” She asked.

“Better than ever~” Applejack said.

“How much better?” Carrot Top asked Applejack with a grin.

“Like, so much.” Applejack said, getting onto her knees. “I like, wanna be your queen…”

“I am glad to hear that. Now follow me to the throne room.” Carrot Top said as walk with a joyful skip. Applejack weakly followed her, leaving Apple Rose behind and bleeding as medic drones come and took care of her.

The two has gotten into the throne room where the cocoon is already made.

“Seems cool… Why me?” Applejack asked, suddenly grabbing Carrot Top.

“We were both farmers it makes since we both became queens.” Carrot Top said hugging Applejack before leading her to the cocoon.

“I mean why did you want me to become a queen, even after I, like, called ya a bitch…” Applejack said. “Why were ya so deadset on me…?”

“Simple. You are strong and cute and I wouldn’t mind in forming a herd with you and Derpy.” Carrot Top said with a blush.

“Really…? Y-you like me like that?” Applejack blushed, her pussy getting wet.

“I alway wanted to ask you to join me and Derpy join back in Ponyville but I was a little bit too shy to have asked.” Carrot Top admitted.

“I’ll gladly join your herd… I always liked ya anyway…” Applejack said. “Wanna rough this body up a bit before I lose it?”

“Maybe just one Prench kiss before you go in the cocoon.” Carrot Top said as she to French kissed Applejack along with grabbing her ass. Applejack moaned into the kiss.

When they pulled back, they heard Cheerilee clapping.

“Why not just make her your wife like Chrysalis made Apple Rose?” Cheerilee asked.

“No. I don’t want her to keep calling me her Queen. I am doing this my way.” Carrot Top said as she help Applejack into the cocoon before sealing it. “You might feel a huge wave of pleasure when you give birth very quickly.” She said to Applejack.

“So, what’re you going to do to Apple Rose? She’s mostly a bundle of loyal emotions in a freezing cold body.” Cheerilee said, ignoring Applejack’s moans. “... And what am I to you?”

“You are a fellow queen who is cute and can think for herself. As for Apple Rose, well we are going to fix her.” Carrot Top said as drones come and take the ones Applejack has given birth to.

“Cute?” Cheerilee asked.

“Yeah you always look cute when you were teaching fillies and colts.” Carrot Top said.

“You… Like me?” Cheerilee asked hopeful.

“Y-Yes.” Carrot Top said with a blush.

“W-would you m-mind… If I joined your h-herd?” Cheerilee asked, blushing herself.

“Of course you can join the herd.” Carrot Top said happily as she hugged Cheerilee.

“Y-you aren’t just saying that… Are you…?” Cheerilee asked.

“I mean you can join the herd. Derpy and I alway talk about wanting to start a herd.” Carrot Top said with a kiss. Cheerilee kissed back.

“I-I’ve never been with someone…” Cheerilee croaked.

“Well. Looks like me, Derpy and Applejack are your first.” Carrot Top said just as Applejack step out of the cocoon.

“Wow… This feels so odd…” Applejack stated. “Uh… What now?”

“Well it’s time for us to go to bed. So tomorrow we can surprise Derpy.” Carrot Top said with a yawn. “I must say Applejack becoming a queen did very well for your tits and ass.” She added while pointing to Applejack’s ass and breasts which was bigger then they have gotten when she is in her bimbo state.

“So… Where is Derpy?” Applejack asked.

“She is sleeping in hers and my bedroom. So you are going to share Cheerilee’s bedroom for the night until the drones have built a one big bedroom all four of us.” Carrot Top said as she hugged both Applejack and Cheerilee.

“Sure… Just make sure to to make her scream through the walls~” Applejack purred.

“Of course I will.” Carrot Top purred back.

“Don’t forget to send Clover to Twivine.” Cheerilee said. “High Queen Carrot Top.”

“I already had some drones take her to Twivine early.” Carrot Top said with a grin.

“Great.” Cheerilee kissed Carrot, before Applejack did the same. “When the room is complete, I wonder who’ll be on bottom~”

“Tomorrow and we will flip a coin for who gets bottom. Until then goodnight. Carrot Top said with a quick kiss to Cheerilee and Applejack before heading into her and Derpy’s bedroom.

Twivine was working hard on a new project involving her plundervines. A wire went flying, and scrapped her cheek. She used her magic to stop it and repair it.

“Dashie, clean my wound.” Twivine ordered her slave.

“Right away Mistress Twi.” Dashie said as she came with a medkit to clean Twivine’s wound. “So when does that pony you wanted going to show up Mistress?” She asked just she heard a knock on the door.

“I think that’s her… Go get it.” Twivine ordered.

“As you wish Mistress.” Dashie said as she went to open the door to reveal a naked unicorn mare with huge breasts and really long hair that is standing next to a changeling drone.

“One Clover the Clever and hold the mato.” The drone joked before is fly off as Dashie lead Clover inside to Twivine.

“Here she is Mistress.” Dashie said happily as she brings Clover to her mistress.

“Hello. You must be this Twivine the drone telling me about.” Clover said while sounding very bored.

“Indeed… And you must be Clover… I once played as you in a play…” Twivine said, her voice once more sounding warped.

“That is very sweet of you. It’s alway nice to hear a fan dressing as me for plays.” Clover said with a small smile to her face. “Now what is it you want of me?” She asked.

Twivine spun around in her chair, smirking darkly. Her eyes glowing as she swallowed a pair of pills. “I’ve made a deal with the current Changeling Queen. You’re now my property.”

“Ok.” Clover said right away.

“Meaning no more giving birth. How does th-that make you feel-feel?” Twivine started coughing violently.

“Perfectly fine. I lost all feelings of sadness about being used for giving birth to changelings about 50 years after I became a broodmare.” Clover said still sounded bored but with a little bit of joy in her voice.

“Well, you’ll be glad to know you won't have to give birth to any more Changelings…” Twivine said. “You have full freedom to explore the castle grounds and do whatever you want as long as my needs are met. You see… I lost my soul recently, and I do need attention to keep my “spirits” high. Dashie here helps tremendously, but it’s not enough to keep me from hurting myself.”

“Ok Twivine. So does place have a lab? I really miss working in one even if that old fart with a beard isn’t around.” Clover asked.

“You’re in it now…” Twivine said, before coughing again. She fell on one knee, gasping for air.

“Mistress! Are you ok?” Dashie asked as she ran over to Twivine.

“I’m f-fine!” Twivine got back up. “The vines aren’t strong enough anymore… That damn t-tree…”

“Maybe you would need some chaos magic to help you.” Clover suggested.

“That’s what those pills are for…” Twivine stated. She then started taking off her clothes. “These damn things aren’t helping… And I need to welcome you here anyway…”

“Very well. Where to you want to do it?” Clover asked with a wink.

“I don’t care…” Twivine finished stripping and sat down.

“I guess this lab will do the sex.” Clover said as she lay down on the ground with her legs open. “Also have you try eating more seeds.” She asked.

“I don’t eat…” Twivine said before pouncing Clover. “I’ll make you love me…”

“Only if you can do it better than that bug Chrysalis.” Clover said simply as she hugged Twivine.

“Challenge accepted~” Twivine said as a vine burst out of her stomach which rammed into Clover’s pussy.

“Oh that feels different.” Clover said with a little moan as she grab Twivine’s ass.

Another vine went into her ass. Two more started playing with Clover’s breasts.

“I’m not even trying~” Twivine cooed as the vines in her ass and pussy started pulling out a ramming back in.

“Ooooh yes. Now is way better then the bug.” Clover said with moan of happiness.

“Yeah… This is…” Twivine said as her vines pleasured Clover roughly. “This isn’t even the extent of my power… Not after I stoll Discord’s powers and left her to rot in the dungeon…”

“That is nice. But what are you planning to do with all that power?” Clover said while moaning louder.

“Isn’t that the same dungeon you had Spike lock up in too Mistress?” Dashie asked as she watch the sex.

Twivine continued this for an hour, every few minutes she’d add something new. A different pattern, an extra vine, and even an occasional kiss. At one point she sent some more vines into Dashie.

“Oooooh yes! This is so good.” Both Clover and Dashie said as they was moaning like madmares has they both cumed.

“I really like you alot.” Clover said panting. “That was the best sex I had in over a 1000 years.” She added.

“You are the best at sex Mistress.” Dashie said panting happily. “So Mistress have you anything planned for Fluttershy and Rarity?” She asked.

“No… I don’t care about them.” Twivine said. “And Clover… In a week's time, you’ll love me.”

“I can’t wait.” Clover said still panting.

“Huh. I thought you would use them for test subjects.” Dashie said panting happily.

“I don’t need test subjects,” Twivine grumbled. “Now, bring Clover to bed.”

“Of course Mistress.” Dashie said as she take Clover to the bedroom.

“At least it’s somewhere more comfortable.” Clover said with a yawn.

“It’s a bed fit for a queen.” Twivine said.

“That sound nice.” Clover said happily as she fell asleep in Dashie’s arms.

“Isn’t she cute Mistress?” Dashie asked as she set Clover down on the bed.

“Dash, what did I say about finding others attractive?” Twivine snarled, grabbing the cyan mare by the throat and lifting her up. “I am the only mare in your life. You aren’t the only mare in mine. Remember your place.”

“Sorry Mistress. It won’t happen again.” Dashie said quickly.

Twivine dropped her. “And I also said…” Twivine kicked Dashie in the stomach, sending her into the wall. “That you were never to touch another mare besides me…”

“But you order me to bring her to the bed.” Dashie said rubbing her stomach and her back.

“I never said you could touch her. This is a warning. I’ll have to beat you if you do it again…” Twivine said sickly sweet. “But don’t worry… You won’t be the only one with these rules…”

“Clover will have them too Mistress?” Dashie asked as she got back up. Twivine shoved Dashie back onto the floor.

“Yes. Now lick your mistress, she’s incredibly wet.” Twivine said, pushing Dashie’s face into her crotch.

“As you wish Mistress.” Dashie said as she start to lick Twivine’s pussy making sure to get in deep.

To be Continue.

Chapter 11

“Ugh. What a night.” Rouge said to herself as she found herself laying on top of Twinkleshine their pussies are touching each other.

Twinkleshine moaned as she woke up. “Morning mistress…”

“Morning Twinkleshine. Sleep well?” Rouge asked as she got up from bed and get her clothes on.

“Better than I have in years.” Twinkleshine said. “I… Suppose I’ll see you later.”

“Yeah. See you later tonight or early if the Changelings bring the runaway ponies in today.” Rouge said with a wink. Twinkleshine blushed.

“I… I love you.” Twinkleshine stuttered.

“And I love you too.” Rouge said with a kiss on Twinkleshine’s forehead.

“S-see you later.”

“Yeah see you later.” Rouge said as she woke Fluttershy up to have her go make some coffee. “I guess the changeling Queens have already left with Rainbow and Clover.” She added as she and Twilight was the only ones in the room.

Twilight was still asleep, snoring quietly.

“Aww. She is so cute when she is sleeping.” Rouge said as Fluttershy came back in the room with two cups of coffee.

“Here is the coffees you wanted your highness.” Fluttershy said as she gave Rouge one cup and place the other next to Twilight.

“Thank you Fluttershy you may go do your maid duties.” Rouge said which Fluttershy nodded and left the room.

Twilight groaned as she woke up. Then glared at the ceiling.

“Morning Twilight.” Rouge said to Twilight while point to the coffee that was next to the mare.

“What do you want…?” Twilight asked coldly.

“I just want to say good morning to you before I go off to do my Queen duties.” Rouge said happily as she took a sip of her coffee. “Anyway you are free to wander about the castle but you can’t leave the castle and that’s the only order for you for today until I can think of something.” She added while she notice Twilight’s breasts was still leaking milk from last night.

“Okay… Where are my clothes?” Twilight asked monotonously.

“I believe one of the maids took them to have them alter for your new breasts size. So feel free to wander around naked until then.” Rouge said as she finish her coffee. “Drink up before your coffee goes cold.” She added.

“I don’t drink coffee… Or eat. Not after Shimmer turned me into Twivine.” Twilight said. “And I’m not walking around naked.”

“So you can still summon vines then?” Rouge asked Twilight with a raised eyebrow.

“No, but I’m part plant, so all I need is sunlight.” Twilight deadpanned.

“Really? Huh? I wonder if you can turn other ponies into being part plant as well.” Rouge said while looking up in thought.

“I can’t, it was created with Chaos Magic, and since you forced me to obey you, the chaos magic inside of me left. You could say it got bored.” Twilight said, glaring at Rouge. “Why do you need to alter my body?”

“Don’t know. It wasn’t my idea to make you part plant or make your breasts get bigger from filling up with milk.” Rouge said before she had a look of just gotten an idea. “The Chaos Emeralds.” She said with a snap of her fingers.

“Don’t you dare use those on me! My… Breasts are already too big!” Twilight shouted pointedly.

“Nah. I was thinking you could use them to help you turn some other pony into being part plant like you are. For research purposes of courses.” Rouge said with a wave of her hand. “Beside your breasts are getting bigger by themselves from all of that milk.” She added.

Twilight growled. “I can’t eat, and I still feel starved. I’m not subjecting others to the same fate.”

“Not even to the former nobles I have arrested for the crimes they have done under Celestia’s nose?” Rouge asked.

“I wouldn’t wish this upon anyone but you.” Twilight said venomously.

“Shame. Maybe I will order you to do it later this week.” Rouge said disappointedly as she walk to the door. “Well I gotta go now for my duties. So I will see you later and maybe Lulu will during the day.” She added.

“Get out.” Twilight spat.

“Bye.” Rouge said with a blow of a kiss to Twilight before leaving. “And be sure to be at the funeral of Sunset, Celestia, Shining Armour and many other ponies that had died a few days ago.” She called out as she walk away.

Twilight sobbed.

As Rouge went, she heard moaning coming from a room next to her.

“Oh. Someone is having fun.” Rouge said to herself as she went and gave the door a knock. “Knock knock.” She said in a sing song voice.

“Nya! I-I’m a b-bit busy!” A female voice shouted.

“It’s Queen Rouge so open up.” Rouge commanded with smirk on her face.

There was silence, then the door opened. Moondancer was hiding behind the door, only her head showing.

“There no need of you to hide your naked body behind a door.” Rouge said with a reassuring smile to Moondancer.

“I… Don’t want to…” Moondancer said.

“Oh come now. There’s nothing to be ashamed or embarrassed to show it to me.” Rouge said with a wink. “Plus if you do I might hire you as one of my Sister’s lab researchers.” She added trying to convince Moondancer to show her body.

“W-we barely know each other… I haven’t even met you…” Moondancer looked away shyly.

“Just show it and that an order.” Rouge commanded Moondancer with a tap of her foot. Moondancer yelped and backed away from the door, showing off her body. What surprised Rouge was that the Unicorn had a dick. “Uh...nice dick. Let me guess a spell?” She asked Moondancer her eyes locked on the dick.

“Y-yeah… M-my own s-spell…” Moondancer whimpered.

“Can you undo it as easy as casting it?” Rouge asked as she was getting an idea.

“Y-yeah…” Moondancer croaked. “I, uh… Hope y-you’re satisfied…”

“Teach me how to use that spell first and we will see from there.” Rouge said giving Moondancer a wink.

“I-I wrote i-it d-down in m-my notebook…” Moondancer used her magic to remove the dick and walked deeper into her room.

“Could you make a copy of that spell?” Rouge asked as she walk into Moondancer’s room.

There was a ripping sound and Moondancer came back with a piece of paper. “It has the spell and counter s-spell on it…” Moondancer gave it to Rouge. “Now can you please l-leave? I-I mean, can you please leave y-your highness...”

“Of course. I got my queen duties to do anyway. So thanks for the spell.” Rouge said as she gave Moondancer a quick kiss before leaving the room to head to her throne room.

Moondancer blushed, absolutely confused.

Lapis Lazuli was sitting in the garden, curled up in a ball. She was depressed.

All the death and insanity, the fact that Rouge was a queen, and… Everything was getting to her.

“Hey Lapis. How are you doing?” Asked Amy who had entered the garden with some paper, paint and brushes.

“Okay…” Lapis lied.

“Come on Lapis be honest with me. You are still upset aren’t you?” Amy said as she sat next to Lapis and started to draw and paint on a sheet of paper.

“... Yes… This is too horrible.” Lapis rubbed her face to try and cool it down. “I can’t even fathom what’s happening… We aren’t helping Equestria…”

“What do you mean? We removed the corrupted nobles that has gotten away with so many crimes. We use their money to help out everyone except the former nobles and rebuild the griffins homes. We even got the changelings and ponies living together in harmony. So how can we aren’t helping Equestria?” Amy asked Lapis sounding confused while she is painting.

“The sun and moon haven’t switched places…” Lapis said. “No one knows the spell. It’s been day ever since Luna went… Bimbo… And from what Peridot tells me, things in general are getting worse. Ponyville’s main source of food has stopped because Rouge changed Applejack and her little sister, heck, Ponyville in general is being abandoned. And several cities are gearing up for war. Not to mention the griffons are bleeding us dry. Rouge isn’t fit to rule.”

“Isn’t Big Mac still running the farm in Ponyville? Plus Rouge has been switch the sun and moon. She did so for last night party. Beside Rouge is still new at ruling so nobody perfect.” Amy said with a rise eyebrow.

“The Apple family don’t have any workers. It’s just Mac, and if you’ve seen how well one pony can handle it, then you’d know he isn’t doing well.” Lapis said. “And Rouge isn’t the ruling type. I’ve known her for years, and the only thing she’s looked after is Peri.”

“Well she must become the ruling type fast in order to keep the ponies in line.” Amy said while painting. “Plus I am surprise Applejack hasn’t send any changelings to the farm to help her brother.” She added as she dipped her brush in blue paint.

“I just don’t think we’re helping. The ponies were happier. We could’ve easily helped the Griffins, Changelings and other races without making the ponies suffer…” Lapis sighed. “I don’t even see a point to going on…”

“Hey, hey hey! None of that okay. We all care about you and Rouge cares about you a lot more than I do. It’s true that some of ponies suffering but it is needed to fix some flaws that Equestria has never bother to fix. So the way I see it some of the ponies are getting a long coming wake up call.” Amy said putting down her brush and giving Lapis a hug.

“Why are you drawing Sonic in armor?” Lapis asked.

“Well I was in the mood to draw my hero in shining armour.” Amy said with a blush. “And I am also in the mood to draw different pictures of my hero.” She added blushing even more.

Lapis rolled her eyes. “I’ll never get why people fall in love...” She then stands up.

“It’s just something you feel in your heart. Plus I was never in love with Sonic before I was displaced.” Amy said as she start on another drawing. “So are you going for a walk or something?” She asked Lapis.

“So your love is synthetic?” Lapis was too curious.

“A lot of it is synthetic. I was just a fan of Sonic but more of a fan of Amy Rose it’s the reason I was cosplaying as her before the displacement.” Amy said as she was drawing Sonic standing on top of a beaten up Dr Eggman.

“Aren’t you concerned?” Lapis asked.

“A little only because I might become a yandere for Sonic.” Amy said sadly. “I just hope that Sonic doesn’t show up in this world just to find out. I would prefer not to kill someone if they try to take Sonic away from me.” She added.

“Maybe Peridot has a way to get a Sonic.” Lapis suggested. “She’s pretty smart.”

“Really?” Amy asked Lapis with stars of joy and love hearts in her eyes.

“Yeah… I think she’s at her ne lab.” Lapis said.

“Well then. What are we waiting for? Let’s go!” Amy said happily as she grab Lapis and run off to Peridot’s lab.

Peridot was working with the Bimbo Gun when Amy broke through the door. “What do you want?”

“I need you to find a way to bring Sonic the Hedgehog to this world.” Amy said grinning ear to ear with love hearts in her eyes.

“Okay, but he may not be from any of the games or TV shows.” Peridot warned as she stood up and pulled out Asphyxious’ token and a Mirror Portal.

“I don’t care if he is a displace just bring him here now.” Amy said with a very creepy smile.

“I was actually making a portal that’d bring displaced here. It’s very easy with Asphyxious’ token, the bimbo gun and a portal that doesn’t work.” Peridot said. “All I’d need is a powersource as strong as a black hole, and an image of Sonic.”

“What about the seven chaos emeralds Rouge has?” Amy asked as she gave Peridot a random drawing of Sonic she has been drawing during her time in the castle.

Peridot took the picture and shrugged. “The Chaos Emeralds and Sunset’s horn should work.”

“But… Would Rouge even let us?” Lapis asked.

“I am sure she will let us borrow them for this.” Amy said giggling like a madman.

“Then go get them.” Peridot said. “I’m busy, and this is a limited time offer.”

“Then let's go see Rouge.” Amy said as she grab both Peridot and Lapis and ran to the castle laughing all the way.

Once they arrived at where Rouge was, Lapis fell to her knees.

“Hello Amy, Lapis and Peridot. What bring you three here today?” Rouge asked as she had Fluttershy help Lapis up.

“Can we borrow the chaos emeralds and Sunset’s horn?” Amy asked while sounding like she is on a sugar high.

“Uh..sure. And for what, may I ask?” Rouge asked sounding concern for how Amy is acting.

“An experiment.” Peridot said. “I need a powersource for something I’ve been working on ever since Sunset gave me an idea awhile back.”

“What idea is that Sis?” Rouge asked.

“I’m working on a portal. My test subject will be a Sonic for Amy and pulling them here.” Peridot stated.

“Figures. Well here you go.” Rouge said as she gave Peridot the emeralds and horn. “Just make sure to give them back later today. We got a huge funeral to do today.” She added with a sad smile.

“Sure thing.”

“I’ll meet you back at the lab.” Peridot said before flying off with her helicopter fingers.

“Come on Lapis. Let’s beat Peridot back to the labs.” Amy said grabbing Lapis and ran off and nearly ran over Twilight who was walking by the throne room door.

It was a tie.

Peridot worked quickly on the bimbo gun, placing the horn and emeralds in it before powering it up.

“So… How dangerous is this?” Lapis asked.

“It could cause the portal to become a black hole strong enough to eat our entire universe.” Peridot said. “Although that’s a worse case scenario.”

“Whatever just fire away.” Amy said while tapping her foot waiting.

Peridot tapped the drawing on the mirror before turning the bimbo gun on. She aimed it at the picture and fired a new beam at it. She then fired a laser from her fingertip at the beam, which caused the portal to open.

“Give it a minute to stabilize!” Peridot shouted.

“I can wait for a minute.” Amy said happily as she stares at the portal.

Soon, the Bimbo Gun started to smoke and shake. “Damn it!” Peridot shouted tried to keep it from shaking. “It’s becoming unstable!”

A few seconds later, the mirror exploded and Sunset’s horn did the same inside the bimbo gun.

But to everyone’s surprise, a human girl with blue hair and green eyes stood dazed where the mirror was.

“Not the Sonic I thought you’d get…” Peridot said monotonously. “Shit… Sunset’s horn was vaporized… Rouge is gonna kill me…”

“Not unless you can make a clone of that horn or we just doomed the world.” Amy said to Peridot with a deadpan look before staring at the human girl with love hearts in her eyes before she went hug the girl.

“Wh-what the-?” The girl was confused, but before she could speak anymore Peridot used whatever power the Bimbo Gun had to make her loyal to Amy.

“Guess that works. I’ll make a replica of Sunset’s horn.” Peridot said. “And you’re welcome…”

“And thank you Peridot.” Amy said happily before she went and start French kissing the girl.

Peridot and Lapis quickly left the room.

“Wh-where am I?” The girl asked. “Who a-are you?”

“You are in Peridot’s lab in Equestria and I am Amy Rose hot stuff.” Amy to girl with a purred.

“H-hot s-stuff?” The girl asked.

“That’s right Sonic. You are hot.” Amy said hugging Sonic even more.

“I’m… Confused…” Sonic said. “What am I supposed to do here?”

“Why to be here as my lover.” Amy said as she lick Sonic on the neck. Sonic moaned, unable to resist.

“Y-yes… Of course…” Sonic said, hugging Amy back.

“Let’s go to my room for the fun time.” Amy said as she leaded Sonic to the castle where her bedroom is at. Once there, Sonic picked Amy and flopped onto the bed and brought her hand up Amy’s skirt. “Hehe let the fun begin.” Amy said as she feels Sonic’s hands touching her.

“H-how d-do you want it?” Sonic asked.

“Finger me first and then lick me.” Amy said as she took her panties off. Sonic lowered herself between Amy’s legs and started to slowly finger Amy.

“H-have y-you ever done th-this before?” Sonic asked.

“No but I have read a lot of porn magazines.” Amy said with a little moan.

Sonic just went at it, not letting Amy’s pussy relax. “Oh! Oh Yes! Go faster!” Amy said panting. Sonic obeyed. “I am getting close really fast.” She added as her juices was covering Sonic’s fingers.

The humanized hedgeholicked them up greedily, then started to suck her clint. Which made Amy scream in pleasure as she cum over Sonic’s face.

“That….was awesome.” Amy said panting from triess. “Game, tv, and comic count parts of the real Amy Roses eat your hearts out.” She added with a goofy grin as she just lay there on the bed.

Sonic held Amy in a tight embrace, her exposed panties soaked.

“The rest of today is going to be fun.” Amy said as the two was hugging and kissing for the rest of the day.

Twilight snarled. This was infuriating to her. All she wanted was to be left alone, but Rouge wouldn’t let her. It wasn’t even like she was a threat, even when her powers were still at their prime.

Now…? Now they were nothing. Her power was slowly fading. And that was all she had left. She thought only having Dash was bad before, but not even having her was worse.

She always could count on Spike, before. When she acted like a hermit, he was there to keep her company. Now she had no one.

“What’s the point…? Why don’t I just accept that I’m a piece of property...?” Twilight asked herself outloud.

“Because you want to be a pain for Rouge… You want her to suffer, even a little bit. She’s the reason dad is dead, she’s the reason brother is dead, and she’s the reason you’ve become lesser than a broodmare…” A voice in Twilight’s head said. But the Unicorn was quiet. She knew it was right. Rouge was using her, so she wanted to get back… But Twilight thought of a devious plan. One that might allow her to escape. Twilight grinned evilly and began to prepare.

“So how you doing with theses guards Jasper?” Bunnie asked gem who is busy with training some of the guards.

“They’re pathetic… It’s gonna take a long time to train ‘em.” Jasper sighed. “I don’t like doing this…”

“How so?” Bunnie asked with a tilt of her head in confused.

“I don’t like doing stuff in general.” Jasper said. “I’m not the take charge kind, I’m a playgirl. I don’t even know about fighting!”

“But didn’t you fight those Changelings when Chrysalis was alive and just backstabbed us all?” Bunnie asked. “I kind of figure you aren’t the take charge type that’s kind of Rouge’s role.” She added.

“I punched people, I headbutted people! I’m not trained!” Jasper shouted.

“But you fight better then these so called guards.” Bunnie said.

“And that qualifies me as a trainer? I have unnatural strength, what did you think I was, a karate expert? A marine? A boxer? That was the first time I’ve punched someone.”

“I don’t know. I guess you could of pick up some of fight moves from fighting games.” Bunnie said with a shrug.

“I’m not a trainer!” Jasper yelled. “If you think it’s that easy, then you do it.”

“Hmm. Ok. I did take some martial arts class.” Bunnie said.

“Well that’s convenient…” Jasper groaned. “I’m turning in for the day.”

“Ok. Have a nice rest.” Bunnie said as she went to wirp the guards into shape.

It was now time for the funeral. Everyone from all over Equestria and Crystal had came to pay their respect for Celestia, Sunset, Shining Armour and some pony guards that have died.

Everyone was wearing black but the clothes Candy along the other Crystal Empire’s mares was wearing are very revealing. While Twilight had to wear a big cloak just to cover her very huge breasts.

“Is everyone here?” Rouge asked out to everyone in the room.

“Yeah.” Peridot replied.

“Ok.” Rouge said to Peridot before she notice Rarity was here with Twinkleshine. “I see you doing well Rarity.” She said to Rarity before she took the stage where the coffins are at.

“We are here to pay our final respects to Princess Celestia, Sunset Shimmer, Prince Shining Armour, Night Light and many other ponies that had died in the line of duty as guards.” Rouge said to the crowd who most of them was crying a little for their fallen Sun Princess. “These ponies had done a lot great things for Equestria even some things not so great. Even those they are no longer with us in body but they are with us in spirit. As long as we can remember them and keep them in our hearts they will live on.” Rouge said with tears of her own. “Now it’s time for Princess Twilight Sparkle to say something for her brother and father.” She added gesturing Twilight to come on the stage.

Twilight went on stage, hiding her face. “My brother was my first friend… Without him, I wouldn’t have been able to have them. He helped with social skills. And dad… He taught me how to read…” Twilight kept herself from crying. “All Shining wanted was for Equestria to be safe… To make dad proud… I’m not even sure-”

“Uh..Twilight? Your.. (cough) breasts are showing.” Rouge said from aside of stage while pointing to Twilight’s breasts that was poking out of her cloak from getting bigger. Twilight yelped before covering herself up.

Tears welled up in her eyes before she ran off stage.

“Ok. Next we got Starlight Glimmer who will talk about Sunset Shimmer who I missed just as much as she does.” Rouge said as she gestures Starlight, who’s fur coat has gotten darker from the dark magic, came on to the stage.

After Starlight said her piece along with some of the fallen guard's family members and Candy it was now Lulu turn. She came on to the stage while wearing some very revealing clothes which causes some of the cowl to get nosebleeds followed by the sounds of their partners slapping them. Scootaloo was also there, holding onto Luna’s ankle and inner thigh, wearing what looked like Princess Leia’s bikini.

“Celestia was like my bestest older sister in the whole world. She like totally did her best as a ruler for the past 1000 years I think while I was totally away. She like did make some mistakes along I think. So she was not totally perfect like many of her subject totally think she is. Specially with all the cakes she was eating.” Lulu said which some of cowl giggle a bit at that last part before the bimbo moon princess continues. “Now I will totally super mega missed her but I will never forget her.” She added with tears in her eyes as blow her nose on a tissue that she keeps in between her huge breasts.

After that Lulu then walk off the stage with Scootaloo still holding on to her ankle as Rouge took the stage once again. “Now we begin to move their bodies to their final resting place in the Canterlot Graveyard to pay the final respects.” Rouge said as the guards start picking up the coffins and slowly walking out of the chamber to the graveyard where holes have been already digged for the coffins to be place in. Rouge then watched as ponies and changelings place flowers on top of the coffins as they was being lower into the holes.

“Goodbye Sunset Slimmer.” Rouge said sadly as she place a rose into Sunset’s grave.

Twilight Sparkle had gotten inside Rouge’s room. She needed everything ready…

“I so glad you are well enough to get back work Rarity.” Rouge said to Rarity who she and Twinkleshine was walking with her in the castle halls to her room at night time.

“I’m not.” Rarity groaned.

“To bad. But I must say. Those fangs and red eyes suit you very well in your maid outfit.” Rouge said to Rarity with a grin.

“Maybe you’d like to see more!” Rarity said sarcastically, rolling her eyes.

“More vampire maids? Well Fluttershy kind of have been biting the other maids since the party last night.” Rouge said as she gave Twinkleshine a quick kiss on the cheek.

Rarity rolled her eyes. “Twilight Sparkle wanted to see you in your quarters.”

“Really? What for?” Rouge asked Rarity with a rise eyebrow.

“She didn’t say, but she looked… Vulnerable. And that’s not a word I use regarding Twilight lightly.” Rarity responded.

“Really? Well I guess she just want some comfort from me or something like.” Rouge said as they begin to walk to where her quarters are. “By the way Rarity. Have you seen the size of Twilight’s breasts have gotten to?” She asked her vampire maid.

Rarity rolled her eyes. “Yes your majesty… I have… She’s in pain from it, I can tell.”

“I guess she hasn’t been milking herself. That might be the cause of her pain.” Rouge said as her room door is in sight. “Maybe you two could help me in milking Twilight.” She suggested.

“I need to get back to the hospital. People don’t stop getting hurt, even during funerals of royalty.” Twinkleshine said before leaving.

“Yeah… No thanks. You’re the one who made her that way, you fix her.” Rarity snarled.

“Now now Rarity. No need to be rude to your ruler.” Rouge said as she draw a circle on Rarity’s breasts with her finger before she place a hand on the door handle. Rarity left.

“Oh well. Let’s see what Twilight want.” Rouge said with shrug before opening the door to her room.

The first thing Rouge saw was Twilight wearing a black lingerie and stockings. And nothing else.

“In the mood for sex tonight?” Rouge asked as she locked the door behind her before she get close to Twilight.

Twilight walked over to Rouge and wrapped her arms around Rouge’s neck and gave the mobian a sultry look. “I’m in the mood for you~”

“Good. Because it’s change for me to use a spell I got from Moondancer.” Rouge said with a sultry look of her own along with giving Twilight a hug.

“A s-spell?” Twilight asked, fear creeping into her mind.

“Yeah it’s a spell she made herself that will give a female a dick for a short time.” Rouge answered back as she took her clothes off. “And guess who I am going to use the spell on?” She asked.

“Y-you?” Twilight asked.

“Yep.” Rouge said as she gets out her new horn wand and cast the spell on herself which she gave a huge dick. “Nice size isn’t it?” She asked Twilight.

“U-uh…” Twilight couldn’t think straight. “Wh-what do I do?”

“Take off the lingerie and lay on the bed.” Rouge said as her dick went long and straight.

Twilight nodded dumbly and stripped before laying on the bed, her legs spread.

“Good girl.” Rouge said as she climb on top of Twilight as she place the tip of her dick on lips of Twilight’s pussy. “Ready?” She asked.

“I… Suppose…” Twilight squeaked. ‘No going back now…’

“Ok. There we go.” Rouge said as she slowly push her dick into Twilight’s pussy. “You are a tight one aren’t you.” She added as dick went in more.

Twilight almost screamed from pain and pleasure. “I-I wouldn’t kn-know!”

“Well it won’t be tight for long.” Rouge said as her dick went in a little more before she pull it out slowly and then slowly back in again.

Twilight bit her lips to suppress the pain and moans.

“Let’s add some more pleasure to you.” Rouge said as she place her mouth on Twilight’s huge left nibble while starting to trust a little bit faster as she suck on the nibble.

Twilight was unable to hold it back anymore as she moaned loudly.

Rouge was now sucking and drinking lots of Twilight’s breasts milk in pure bliss as she thrust faster while she place a hand on Twilight’s right breast and gave a squeeze.

After a while, Twilight came, screaming. Her pussy clamping down on Rouge’s new dick.

“Oooh yeah. That feels good. But I am not even close yet.” Rouge said with a little moan before she thrust even faster as she drink even more breast milks.

“I-I-I don’t th-think I c-can go a-another r-round…” Twilight whimpered.

“Tough. Because I am about to blow my load.” Rouge said as she came inside of Twilight with her hot seed which made Twilight’s belly to expand a little. “Load blowed.” She added as she pull her dick out and press on Twilight’s pussy close with her fingers.

“Wh-why’d you cum in me?” Twilight asked weakly.

“Because I wanted to.” Rouge said as she pick up a little bit of cum from her dick with her finger and place it near Twilight’s mouth.

“Uh… No thanks…” Twilight said.

“Lick it.” Rouge ordered as she move her finger closer.

“P-please no…” Twilight whimpered.

“Just one taste. What harm would it do?” Rouge asked.

Twilight mentally cried and took a quick lick.

“There now that wasn’t so hard now was it?” Rouge cooed as she lick the rest from her finger.

“Is that all?” Twilight asked.

“For tonight yes. But tomorrow night we are going to have a lot more fun.” Rouge said with a yawn before she de-spelled her dick away as she lay on top of Twilight. “I should give Moondancer a metal for creating a wonderful spell.” She added as she fell asleep while hugging Twilight like a teddy bear.

‘Keep this up Twilight and you’ll be able to gain her trust…’

To be continue.

Chapter 12

(Morning in Rouge’s bedroom)

Where Rouge wakes up on top of Twilight only to find Pikachu was sleeping on top of one of Twilight’s breasts.

“Aww. That is so cute.” Rouge cooed at the sight before getting up from bed and went to the bathroom to clean up.

‘I suppose phase one is complete. Get her to think you actually like her. Phase two: Get her to trust you.’ Twilight thought to herself. “Your highness? What do I do today?”

‘What’s the last phase again?’ A voice that sounded like Spike asked.

‘Final phase is terminating the bat… Good thing she’s gullible.’ Twilight responded as she waited for Rouge’s response. She then noticed her stomach felt queasy, but disregarded it.

“Well.. You could keep me company in the throne room. I heard from one guards that our changeling guards have captured some runaways. So I will have to deal with them in day court.” Rouge said as she came out of the bathroom all clean and dressed. But when she look at Twilight she then look concern for her. “Are you feeling okay Twilight? You are looking a bit green.” She asked Twilight in concern.

“I feel a bit light headed and queasy…” Twilight responded.

“Do you need the bathroom or a bin?” Rouge asked as she grab a nearby bin.

“M-maybe…” Twilight groaned.

“Here. Vomit away.” Rouge said as she quickly gave Twilight the bin.

Peridot grinned as she picked up the Bimbo Gun, and an exact duplicate of it in her other hand.

“Success!” Peridot cried out. “Log forty-nine: recreating an advanced and more controllable Bimbo Gun has been a seventy-five percent success.”

“How controllable is it?” A random unicorn mare scientist ask Peridot.

Peridot fired the second Bimbo Gun at the scientist, turning them into a bimbo, before shooting another ray which reversed it.

“Seems completely controllable. Further testing is required. I’ll have to request some test subjects from sister. End log.” Peridot added. Her left hand's fingers were inside the gun, controlling it. “This one only responds to me.” Pulling out her fingers shut the gun off.
“Un… I think there’s still some bugs in that thing.” The mare said as her breasts has gotten big enough to her off her feet.

“So it would seem. Take her away and see if you can reverse the effects.” Peridot ordered.

“As you wish Miss Peridot.” Another scientist said as the others help move the mare out of the room.

“Perhaps if I increased the size… Maybe the problem is that there is too much in such a little space. I suppose removing the handle and trigger to minimize weight could help...” Peridot said. Not long after, she was left with but a long cannon twice as big as the Bimbo Gun, with four cylinder slots on each side, and a single one in the rear of the weapon. “There. Log fifty: The first test had a few miscalculations. I’ve elongated the weapon's barrel and removed the trigger and handle due to uselessness. I’ve also added a few additional features including extra ports where the user, me, can fire at multiple targets. Though I’ve practically eliminated the “gun” part of the name, I find THIS far more useful. It’s not just a Bimbo maker, or a gun. More like a… Cannon…”

Peridot tapped her chin. “In fact, it is a cannon. Perhaps a more suitable title would be Morph Cannon, as it can change the target on a molecular level… Further testing is advised. End log.”

“Uh..Miss Peridot?” Said a Guard mare that had just entered the room. “Queen Rouge needs your help in day count.” She added while keeping an eye on the cannon with worry.

The gem rolled her eyes. “What with...?”

“She need help with on how to deal with the former guards and doctors we have manage to capture.” The guard answer back.

Peridot facecannoned, which wasn’t as fun as it sounded. “Fuck that hurt! Gaaaah! J-just tell my sister to let the guards go but confiscate their weapons and armor! The doctors should be put under mind control to think their still working for Celestia!” Peridot tossed the guard the Bimbo Gun. “Take this to sister, relay my advice, and return here as soon as you can. You’ve been reassigned, I need a new guard and none of these moronic bastards know how to be careful with fragile equipment! And tell sister Rouge I’m busy!”

“As you wish Miss Peridot.” The said with a bow before leaving the room.

“And my name’s Peridot! No miss!” Peridot added before sighing. “It’s almost like I rule Equestria with how much Rouge asks for my help…”

“Thank you for the manage guard. You can go tell Sis I said thank you for the advice.” Rouge said to the guard who nodded had left while another guard came in with another bin for Twilight.

“Hey, you sure about working for the nutty professor?” Asked another guard.

“I am sure as long as I don’t end up as a sex crazed bimbo. I got kids back home to think about.” The guard mare answered the other guard before leaving the throne room.

“But that… Thing is crazy! I heard she shot one of her scientists!” The other guard whisper-shouted.

“How many bins have you throw up in Twilight? I lost count.” Rouge asked Twilight in concern.

“I lost count at thirty…” Twilight groaned.

“Shall I send a guard to go get Dr Twinkleshine to have a look at you? You are looking more greener than before.” Rouge asked Twilight who’s whole face it almost all green.

“Yeah, whatever…” Twilight groaned.

“Ok.” Rouge said simply as she order a guard to go get Twinkleshine. After that the doors of the throne room up and with it changeling guards came in with the former guards, doctors and what’s left of the Wonderbolts in chains.

“You have no right to be holding us hostage!” Misty Fly shouted, kicking and screaming.

“Hostage? Oh no no no. You are all after arrest for leaving your posts. Therefore it’s my job to punish you all.” Rouge said with a shrug.

“Halt!” Surprise screamed. “We officially resigned after you took over, as our contracts states we are to serve the royal sisters! Plus, me and Misty are Wonderbolts! We have rights!”

“Well me and Peridot are both sisters and are royal.” Rouge answer back.

“Neigh, you can’t be royalty since only Alicorns and those born into the royal family such as Blue Blood! Plus, we still all resigned! We’re ordinary citizens!” Surprise added. Misty Fly and the others seemed speechless.

“A loyal follower of Blueballs heh? Well tell me Miss Surprise. What happen to that moron?” Rouge asked already knowing the answer.

“... I never said I followed Blue Blood. When did I say he was fit to rule? That dumbass ruined a show of ours. All I’m saying is that we didn’t want to be here when shit hit the fan.” Surprise said.

“To true about that brat. But you and your former Wonderbolt pals are still needed. Which is why I had Lightning Dust bring in some special Shadow Bolts suits for you to wear.” Rouge said as the mention pegasus came in with the suits in her arms.

“Brat? I’m obviously older than you! And you’re forcing this on us, which is illegal! What if I forced you to hit your friends!?” Surprise shouted.

“I was calling Blueballs a brat moron.” Rouge said annoyed. “Beside you don’t have a choice in the matter. Spitfire, Fleetfoot. Care to help Lightning Dust with putting the suits on.” She asked the two Shadowbolts that was with Lightning Dust. Both have blank looks in their eyes.

“Rouge, we don’t have enough mind control suits. Sunset only made two.” Lightning Dust said. “And the spell she used isn’t in any books. There isn’t a point… And we’re still missing some Wonderbolts.”

“Well it’s a good thing I got the spell from Sunset before she died and had Miss Rarity make more suits then.” Rouge said with a smug smile. “Plus we will find the rest of them in time. Until then. Suit them up.” She order Lightning.

“Rouge… I don’t think they’ll be useful in the shadowbolts.” Lightning said. “The mind control spell vastly slowed Spitfire and Fleetfoot down. And they can’t think of their own accord, meaning they could easily just stand still. They’d need someone who can pay attention to more than two at a time.”

“They can also easily be controlled by other Unicorns…” Starlight Glimmer said as she walked into the room. “So having them as slaves wouldn’t do… But, you could make an example of them. Execute them for their ignorance in front of the castle for all to see...”

“No! They’re people too, they deserve freedom!” Lightning Dust shouted.

“Well...I could just turn all the mares here into bimbos before letting them go free.” Rouge suggested.

“Rouge, that isn’t freedom! It’s just as bad as killing them!” Lightning said.

“It’s a horrible example. You don’t want your subjects thinking you’re sex craved or a bimbo. Or a slut…” Starlight added.

“I agree with the last two statements. It’s not freeing them, it’s subjecting them to rape!”

“And letting them go like that could show your weakness. Keeping Twilight and her friends alive was already a mistake.” Starlight added.

“May I remind you that Twilight is your half sister of your father that you killed.” Rouge said pointing a finger at Starlight.

“I care little for family. I’m only out for my mares and myself, and you being a feared ruler would cement our safety. Rebels would flee in terror or even surrender. What’s a few pegasi and guards who quit? This is the new Equestria, and if they don’t want to be apart of it, they can go to a better place.” Starlight said with a sick grin.

“But that’s just it! They quit! They’re just civilians now! My vendetta was against Rainbow and Spitfire, but they didn’t do anything! You’d be feared, yes, but that’s the sign that you’re a tyrant! Worse than Celestia! Freeing them would be small to the people, but being a good ruler isn’t about fear or power, it’s about your subjects.” Lightning Dust pleaded.

“Okay, that’s enough. How about we will do half and half.” Rouge suggested.

“So what, kill half and let the others go?” Lightning Dust asked, glaring. “You wanted to be a good ruler, are you going to seriously kill them? That’s like killing a puppy for peeing on the carpet!”

“Half and half isn’t going to do it Rouge.” Starlight said, glaring. “You either kill them or set them free. What are you going to do?”

Before another word could be spoken, Peridot entered the room. “Shut up, both of you. I had the guards put them in a cell for now, this is a big decision for Rouge. Give her a day or two.”

“Three days, or we’ll enact the choice ourselves.” Starlight said menacingly, before walking off. “Hope you enjoy your solitude, Lightning.”

“Damn. I can feel a headache coming already.” Rouge groaned while rubbing her head. “What am I going do about this? I am trying to be a good ruler but I don’t want anyone to rebel.” Rouge said out loud for anyone to answer.

“The sure thing about rebels is that when you take over a country like this, there are bound to be rebels. Killing them could solve the cowardly ones, and might give you a short term advantage, but sparing them could lead to a longer one. It all depends on if you want to be hated and feared, or maybe less hated and maybe loved. Here’s the thing, if you kill them, they could become martyrs, and their families would absolutly hate you. They’d never forgive you. It’d be like someone killing me to prove a point.” Peridot waited for that to sink in. “But, fear is a good way to get people to follow you. I mean look at the Empire from Star Wars. But then again, look at the Rebels from Star Wars. You took out a beloved Princess- two beloved Princesses, one you already disabled. No matter what, there’ll be resistance. But if you’re kind and spare them, even set most of them free, you could be seen in another light. A better one. So either way, you’re going to be going through a lot. Question is, are you really willing to execute ponies for quitting and live with their families hatred for you for the rest of your life?”

“Well I suppose I can let them go with a fine.” Rouge said after 5 minutes of thinking.

“A fine?” Peridot asked.

“You know pay a bit of money for doing something wrong.” Rouge answer Peridot’s question. “But what do we do about Starlight?” She asked.

“Rouge, they seriously did the paperwork for quitting. They didn’t just walk out.” Peridot said. “And I’ll tell her your decision…”

“But something tells me she is going to be a problem that needs to be stopped before it begins.” Rouge said with a sigh. “Any ideas on how to deal with her Twilight?” She asked Twilight.

“I don’t know, you usually just bimbo your problems away…” Twilight groaned before filling the bucket even more.

“I have been trying to cut back on turning ponies into bimbos. Plus what would you think would happen if a dark magic user was to go bimbo?” She asked Twilight with a rise eyebrow.

“I’m sick… Back off.” Twilight growled.

“Perhaps we should prepare… The Crystal Heart?” Peridot suggested.

“Oh yeah. I totally forgot about it. We can use it to get rid of Starlight’s dark magic and then I will make her into a bimbo or a maid or both.” Rouge said with a evil grin.

“What was that about cutting back?” Peridot asked.

“Keyword trying Sis.” Rouge answer back with a giggle.

“Rouge… Keyword: Not at all trying.” Peridot said, glaring. “I don’t care, just don’t go in my lab.”

“Why is that Sis?” Rouge asked Peridot confused at why she doesn’t want her in the lab. “Your got a top secret project or something?” She asked.

“Yeah, something like that…” Peridot said, before attempting to leave.

“You got to tell me what it is.” Rouge said to Peridot begging.

Peridot raised her middle finger before she was out of sight.

“Now that is just mean.” Rouge said with a pout as Twinkleshine enter the throne room. “Ah Dr Twinkleshine. How are you doing today?” She asked the mare.

“I’m not really a doctor, your highness. But until the Doctors have been put back to work, and some more willing ones arrive I’m the closest thing you’ve got.” Twinkleshine said, looking at her clipboard. “I’ll need to be with the patient alone. Standard procedure for royalty, dethroned or not.”

“Of course Twinkleshine. I will see you and Twilight later.” Rouge said as she walk pass Twilight, who look more green then purple, and left the Throne room.

“Oh, and something seemed wrong with Peridot’s… Pet.” Twinkleshine shouted.

“Which pet?” Rouge asked from the door.

“The one that fucked Pinkie.” Twinkleshine said.

“Oh….What’s wrong with her?” Rouge asked Twinkleshine.

“I don’t know, I barely know about pony problems. She’s in the ma- well, she burned the maze down.”

“I never liked that maze away.” Rouge said with a chuckle. “Maybe she is in heat or something.” She added.

Somewhere in the Everfree, a mismatched creature limped aimlessly. Her red and yellow eyes scouring the area. A grin appeared on her face.

“Guess who’s back!?” Eris screamed happily. “Oh wait, no one’s here… Like always. Oh Rouge, you took my friend away… I’ll make you pay...”

Eris teleported to Canterlot, where she appeared on top of Celestia’s grave.

“Oh not you too…” Eris said, caressing the soil. “You were so fun once I got to know you… Such a fine troll… I’m sorry for what I’m about to do.”

Eris used her magic to tear Celestia’s coffin out of the ground and rip her body from there. The spirit of chaos then reformed her body so it was alive and working, before restoring her wings and horn.

Finally, Eris sent her talon into the afterlife to pull Celestia’s soul out, and placed it in the Princess's body. Celestia gasped, before Eris let her fall to the ground.

As Celestia regained her breathe, Eris grinned. “This loose end has ruined you Rouge…” Eris was about to repeat the same thing with Sunset, but instead of returning her soul like Celestia, Discord did something else... “You’re so screwed, Becky…”

At the same time Rouge had got a huge chill going down her back while she was at Donut Joe’s eating a donut.

“Why do I get the feeling that I need Sis’s secret project to protect me?” Rouge asked herself while munching on her donut along being served coffee by a worker that looks like Pinkie Pie but not as a vampire.

“That’ll be… Free! Anything for the queen!” The mare said happily. She gave the coffee to Rouge.

“Thank you Miss..” Rouge said wanting to know the name of the Pinkie look a like.

“Oh, I’m Pink Taffy your highness!” The mare said. Now that Rouge listened, Pink Taffy even sounded like Pinkie Pie.

“Nice to meet you Pink Taffy.” Rouge said with a smile. “Say.. You look a lot like Pinkie Pie. Are you her twin sister or something?” She asked Pink Taffy.

“Uh… Pinkie Pie? The Element of Laughter? Hah! No… No, I’m not related to her, but I get that a lot.” Pink said, looking away nervously.

“You can tell me the truth. You got nothing to fear from me.” Rouge said to re-ensure the mare.

“Look, you have your coffee, you must be busy.” Pink Taffy said.

“Nah. I got all the time in the world. I would love to hear someone story once in awhile.” Rouge said with a sip of her coffee. “A cute mare like yourself must have a good story.” She added.

“I’m not that cute.” Pink Taffy said, looking away with a blush. “And it’s not really interesting. I never knew my parents, and ever since I was able to I’ve been travelling.”

“That sound so sad.” Rouge said while giving Pink Taffy a comfort hug.

Pink Taffy waited until Rouge let go before clearing her throat. “Look… I appreciate this, but while you have time, I simply don’t right now, so if you don’t mind…”

“Ok sure. Maybe we can talk later.” Rouge said as she finish her coffee and donut and walk to the door but not before looking back at Pink Taffy. “See you later you cute clone pony.” She added as she lefted.

“Wh-what?” Pink was left speechless.

But unknown to either of them, a darkly dressed mare was watching from a rooftop.

“So how are you feeling today Derpy?” Carrot Top asked Derpy from her changeling throne chair.

“Okay… But I feel strange…” Derpy said, her voice trailing off.

“Really? How strange are you feeling? Because I can smell more love from you then normal.” Carrot Top asked Derpy while giving her a hug. “Are you in heat or something?” She asked.

“I don’t know…” Derpy whined. “But it’s not hot…”

“Hmm. Want to go to our bedroom and make out?” Carrot Top asked with a purred.

“S-sure.” Derpy said, stretching. “Mind helping?”

“Sure thing.” Carrot Top said as she pick up Derpy and carry her to their bedroom.

“Hey C-Carrot? Can you protect Dinky and Amethyst?” Derpy asked.

“Of course I can Derpy. I could have some drones keep an on the two if you want.” Carrot Top said as she gave Derpy a kiss while place her on the bed.

“That would b-b-be great…” Derpy said, shuddering.

“Now that is done. Let’s start our make out.” Carrot Top said as she French kiss Derpy. The grey pegasus hugged Carrot tightly as her lower lips became soaking wet.

“Hmm. Your lust is tasting very good today.” Carrot Top said as she slowly took Derpy’s pant and panties off so she can start fingering her lover. As Derpy moaned, Carrot noticed the pegasis tongue lolling out.

“Want me to continue with the fingers or…” Carrot Top trail off as she form a dick on herself. “..I use this?” She finished.

“Th-that!” Derpy said with a gasp.

“Ok. Here it comes.” Carrot Top said as she slowly place her dick into Derpy’s pussy and start thrusting in and out.

Derpy almost screamed due to the pleasure, her wings spreading at her sides.

“Hmm. You do love to be dominated don’t you.” Carrot Top said thrusting faster while giving Derpy’s breasts a squeezes.

“Wh-why do you l-love me…? I-l’m a one eyed freak…” Derpy whimpered.

“Derpy.. I love you for you and not for how you look on the outside.” Carrot Top answered with a lick on Derpy’s cheek.

“I-I feel c-close…” Derpy moaned.

“As do I.” Carrot Top moaned as she thrust faster than before until she cum inside of Derpy.

“Ohh~” Derpy panted. “Oh crap! I’m late for Shadowbolt practice! Where’s my uniform?”

“It’s next to the bed.” Carrot Top said while pointing to where Derpy’s suit is lying.

Derpy bent over to get it, giving Carrot a perfect view of her tush.

“Nice plot.” Carrot Top said giving Derpy’s ass a squeezes.

“Eep!” Derpy squeaked, almost falling out of bed. She quickly attempted to get the suit on.

“Let me help you with that.” Carrot Top said as she use her magic to help Derpy to get her suit on. Once it was on, Derpy gave Carrot a quick peck on her lips.

“Layer honey.” Derpy said, before flying off. Carrot felt an odd dread in the pit of her stomach.

Peridot groaned as she returned to her lab. “I need those prototypes by next month!”

“Yes ma’am!” A lab assistant replied.

Peridot herself went back to the Morph Cannon. “The tech here is so primitive… I’m surprised I was able to replicate the Bimbo Gun… Hey, where’s that new guard mare I had moved to this area?”

“Right here Miss Peridot.” The mare said from the door.

“Get in here, you’re not on outpost duty. I never asked your name.” Peridot said, not turning to look at the mare. “Where’s Trixie! Has anyone seen her!?”

“It’s Sun Shield and Miss Trixie is in the bathroom.” Sun Shield answered.

“Okay. I suppose it’s nice to meet you. And no ‘miss’.” Peridot responded.

“Sure Mi- Peridot.” Sun Shield said.

As Derpy flew to the Shadowbolt HQ, she noticed that there was an odd shadow following her. She heard metal being drawn and turned to look…

Only to go blind as pain surged into her one eye… Unfortunately that’s not the only thing the assailant did.

“Your highness! We found an injured Shadowbolt outside!” A guard shouted as he ran into the throne room where Rouge was.

“Who is it and how bad are the injuries?” Rouge asked out of concern for the injured Shadowbolt.

“It’s Derpy Hooves, and… It’s severe…” The guard said.

“Is she in the hospital yet?” Rouge asked as she got up from her throne chair.

“Yes, Dr. Horse from Ponyville, Nurse Redheart, and Nurse Coldheart sent me before working on helping her.” The guard said.

“Did anyone see Derpy getting attacked?” Rouge asked as she got closer to the guard.

“Yes. A mare named Sunny Flare saw the attacker and her and her friends intervened, saving Miss Hooves.” The guard said.

“Ok. I need you to go and tell the changelings Queens about what happen to Miss Hooves. And then bring Sunny Flare and her friends to me for a reward.” Rouge said as Twinkleshine and Twilight enter the Throne room.

“Rouge… You need to hear this.” Twinkleshine said.

“Well isn’t today busy…” Starlight joked from the sidelines, holding her mares possessively.

“Oh shut up Miss Glimmer.” Rouge said to Starlight before looking back at Twinkleshine. “You were saying Twinkleshine?” She asked the doctor.

“Twilight’s pregnant.” Twinkleshine said bluntly.

“Really? Well this is the best news I got all day.” Rouge said joyful as she gave Twilight a big hug.

“I’m… Pregnant…” Twilight said without emotion. ‘Shit…’

“That’s right and do you know what that means Twilight?” Rouge asked with a big grin.

“N-no…” Twilight croaked.

“It means you are going to be a mother and I am going to be the second mother. Isn’t it great?” Rouge asked as she start to jump around Twilight in joy.

“Yeah…” Twilight said monotonously. “Great…”

“Yeah I bet you can’t wait to tell your mother when she gets here to start working as a maid today.” Rouge said as she hug both Twilight and Twinkleshine.

“Yeah… Great…” Twilight groaned.

The guard had just told Carrot Top the news about Derpy.

“That is horrible.” Carrot Top said with tears in her eyes. “Who did this to my Derpy?” She asked face turn to anger.

“We don’t know yet. Once she’s out of surgery, you can take her home. We’ll start an investigation.”

“See that you do. I want whoever did this caught and behind bars.” Carrot Top said to the guard while telling the other Changeling Queens about Derpy by the hivemind.

“Why not let our drones find the killer…” Applejack suggested. “Then we can have our way with them.”

“No. Let the ponies try first in the open places while our drones check the dark places. We can ask Rouge for letting us have our way with the attacker.” Carrot Top said back to Applejack in the hivemind.

“Fine. But you still might want to go pick up Derpy.” Cheerilee said.

“Of course I will. She will need some company.” Carrot Top said while sounding sad for Derpy.

“How are you holding up Rarity?” Fluttershy asked Rarity as they was in the royal kitchen.

“Okay enough… How can you and Pinkie just take it?” Rarity asked. “I mean, she ruined our lives!”

“Well..I just take it one step at a time. Plus she let’s me take care of the animals in the garden.” Fluttershy answer back shyly.

“So you don’t care that she made Applejack into a Changeling, Twilight into a monster, Rainbow into a bimbo, and is forcing me to clean a castle!? I’m allergic to dust! My throat swells up, and I don’t like how the guards look at me.”

“I do care about you and the girls. But what can I do about it? Also if you are allergic to dust why not ask Queen Rouge to have you do something else that’s not cleaning? O-or you could have me go ask her if you want. She does seem to like me if her playing with breasts in the throne room was anything to go by.” Fluttershy said with a small blush.

“Fluttershy, she’s using us. If I’m not cleaning she’d use me like you darling. Don’t let her touch you.” Rarity said, hugging Fluttershy.

“I don’t mind the touching. I have been wanting to go bimbo once in awhile.” Fluttershy said as her blush gets redder.

“With the bitch that corrupted my sister!?” Rarity almost screamed.

“H-her or anypony that is willing to help me go bimbo.” Fluttershy said as she hides behind her mane from the almost screaming in fear.

Rarity shook with anger, her eyes glowing red. “She destroyed me in every way, and you enjoy it when she makes you horny…?” Rarity tried to to tear Fluttershy apart. She felt betrayed worse than with Pinkie.

“Getting horny helps take my mind off of what happen to us. Becoming a bimbo is the only thing beside looking after the animals that bring me joy in our ruined lives.” Fluttershy said as she start to cry.

“Well I hope you find the pleasure you’re looking for…” Rarity growled, before turning around and leaving.

“Where are you going?” Fluttershy asked still crying.

“Anywhere… I just realized what I am.” Rarity said coldly, not even looking at Fluttershy or even stopping. “And I resign.”

“O-Ok.” Fluttershy said still crying before leaving the room as well.

Rarity’s eyes never stopped glowing as she went to her quarters. As she was packing, she noticed some black cloth lying around.

Rarity had made a black cloak out of the cloth and was now leaving.

Some of the guards had ran off to tell the queen about Rarity leaving.

“She did what?!” Rouge asked the guards surprised.

“She quit, and she’s leaving right now.” The head guard said.

“Did she signed the right papers of her quitting?” Rouge asked.

“No, she’s just leaving.” The guard replied.

“Then go after her. If she want to quit then she must signs the papers for it or I will have to make her a mega bimbo like Luna.” Rouge ordered.

“Do we even have the papers?” Asked the guard. But before another word could be spoken, a bat landed on his head and cut his head off with it’s wing.

“Really?” Rouge asked the bat not amused while Twilight try not to be sick again.

The bat then transformed into Rarity, who was grinning insanely. The other guards exploded into gory messes.

“Turn me into a bimbo you say?” Rarity asked, giggling. “Where’s your Bimbo Gun?”

“My sister has it right now. And may I ask why you didn’t sign the papers for you to quit?” Rouge asked.

“Like you’d let me go. You just love to make me suffer!” Rarity screamed, grabbing Rouge by her throat. “Any last words, faker?”

“Yeah. Hammer time.” Rouge said just as a hammer landed on Rarity’s head.

Rarity fell face first onto the floor and was unmoving.

“Rarity!” Twilight yelled, fearful that her friend was dead.

“Don’t worry. I just knock the crazy pony out.” Amy said from the throne room door.

Rarity swiftly got up and stabbed Rouge with her fingers. “Crazy pony this!!!”

“ACK!!! I didn’t called you crazy!” Rouge shouted out in pain as Amy ran to swing her hammer at Rarity, only for the vampire to dodge just right so that Amy hit Rouge. Rarity then punched the hammer's handle, breaking it.

“Damn it! I like that hammer.” Amy said in sadness for her lost hammer.

Rarity picked Amy up by her throat. “I don’t care that you took my virginity…” She then threw Amy out of the window. “I don’t care that you ruined my life…” More guards entered the room, but were executed like flies on a windshield. “And I don’t care that that you’ve made a fool of me! But nopony… And I mean nopony harms my sister!!!”

“You could of asked Peridot to help undo the effects on your sister you know.” Rouge said while taking out a chaos emerald.

“If even Discord couldn’t do it, what chance does some freak!?!?!?” Rarity shrieked. Peridot entered the room and tossed Rouge her Bimbo Gun.

“A lot of things.” Rouge said as she place the emerald on the Bimbo gun and fired at Rarity.

Rarity was hit, but uneffected.

“WHAT!?” Rouge shouted. Shocked that her bimbo gun didn’t work on the insane vampire.

“Hmm… Perhaps the fact that Rarity is undead makes her immune to the gun that makes a pony horny… Maybe it’s because of her cold skin-” Peridot started before Rarity threw a spear at her. The green gem yelped before shooting it with her finger cannon, which changed the weapons course, but the beam was redirected… To hit Twilight.

The blast went through Twilight’s shoulder, and everyone in the room heard the sickening crunch of Twilight’s bones breaking.

“TWILIGHT!!” Rouge shouted out and she quickly call guards in to take Twilight and her to the hostipal.

Rarity was stunned for a moment, but quickly left.

“What I miss?” Amy asked while climbing out of the window she was thrown out of with only some cuts for her troubles.

“I shot Twilight…” Peridot said boredly.

“Really? What did she do?” Amy asked Peridot surprise before noticing that Rarity is gone. “Where did Rarity go?” She asked.

“Ask Rouge.” Peridot said, walking out.

“Miss Hooves has sustained ninety cuts over her body, her one eye she has is damaged and she’ll most likely never see again, her arms are broken, but you’ll be glad the foal is okay.” Dr. Horse said.

“My poor Derpy. Wait...foal?” Carrot Top asked surprised.

“Yes… She’s pregnant.” Dr. Horse said. “Make sure she doesn’t eat any solid foods, her assailant attempted to cut her tongue and ears off, but we were able to reattach them. You can take her, but I advise you to be careful. The stitches on on her hips could fall off and that’s not something you’d want happening.”

“Oh, of course. Thank you Doctor.” Carrot Top said as she carefully pick Derpy up with her magic and left the room.

Derpy shuddered in pain in Carrot’s aura, and whimpered.

“Sorry Derpy.” Carrot Top said to Derpy as they left the hospital. Carrot then noticed Derpy’s gown was starting to fall off. “Oop. Sorry again.”

Derpy’s uninjured hand twitched in Carrot’s direction.

“Don’t worry Derpy. We will be back in the hive soon.” Carrot Top said as charge up a teleportation spell and teleported to their bedroom in the hive. Carrot Top then carefully place Derpy on the bed. Then she place a spell on Derpy’s head to connect her to the hive mind.

“Carrot, I hurt!” Derpy cried as her hand continued to twitch.

“I know. I am calling some medic drones to come and help you.” Carrot Top said with tears in her eyes.

“Carrot, I can’t see… What happened?”

“You were attacked. The Doctor said that your eye is damaged and you won’t be able to see again and the foal is safe.” Carrot Top said as she cry a bit.

“F-foal? Wh-what do you mean?”

“Hey Carrot, I found something I think you’d want to see.” Cheerilee said.

“Ok I will be there in a minute.” Carrot Top said to Cheerilee by hivemind. “I think I got you pregnant.” She said to Derpy.

“Oh… I suppose that’s good news, but… I’ll never see her…”

“Never say never Derpy. I will find a way for you to see again even if I have to give you my eyes to do it.” Carrot Top said with a light kiss on Derpy’s forehead.

“Uh… Carrot? I’m getting a bit hungry…” Derpy’s stomach growled.

“Ok. I will get you some non-solid food while I go see what Cheerilee wants.” Carrot Top said as she ordered a drone to bring a special potion to her as she left the room.

Cheerilee was waiting deep in the caverns. “I think there’s a way to help Derpy.”

“Really? How?” Carrot Top asked Cheerilee once she reach her.

“Well to start, there’s an old Changeling serum that was used to revive injured broodmares. Chrysalis stopped using it though, as just making new ones was less costly. It’s presently used by zebras.” Cheerilee said calmly. “You’re welcome.”

“Really? Thank you Cheerilee.” Carrot Top said as she gave Cheerilee a hug.

“Don’t thank her yet, zebras know a lot about Changelings.” Applejack said from her sitting position. “Closest zebra is in Manehatten, and that entire city has claimed independence. The zebra is Zecora.”

“Then what are we waiting for. Let’s go find her now.” Carrot Top said getting excited.

“Hold it, did you even hear me? Manehatten is rebelling against Rouge, so Changelings won’t be welcome. And since Rouge just lets ponies come in here, they know who the queens, AKA us, are.” Applejack said.

“Then we need to send somepony or someone to Manehatten to get Zecora for us.” Carrot Top said while placing a finger on her chin in thought.

“Or we could disguise ourselves, fly in, and nab her.” Cheerilee deadpanned.

“That could work but would they have place wards to detect any changelings that come in the city?” Carrot Top asked.

“It was quite recent. How about we send Applejack over, and if she doesn’t come back we’ll know.” Cheerilee said. Applejack glared.

“Ok. How about we flip a bit coin to see who get’s to go?” Carrot Top suggested.

“But there are three of us…” Applejack said.

“I am needed back in our room to feed Derpy.” Carrot Top said while holding a coin.

“Heads.” Cheerilee called. Then Carrot Top flip the coin and it landed on tails.

“It’s tails. Looks like you are the one to go get her Applejack.” Carrot Top said to Applejack.

“Oh come on! One outta three!” Applejack shouted.

“Sorry Applejack but you had lost. But after you are back with Zecora I could give you a reward.” Carrot Top said with a purr.

“Ugh, fine. Ah’ll go, but ah’m takin some drones.” Applejack said. “And a broodmare. Ah have an idea.”

“A Broodmare? Which one?” Carrot Top asked her eyes blinking like an owl.

“Hmm… Octavia.” Applejack said, smirking.

“Really? Why her?” Carrot Top asked still confuse of what Applejack is planning.

“She’s a popular musician. If there’s security, then I can use her to be scanned, then after have her make a fuss about her friend “Vinyl” not being treated properly. The guards would be confused, and I could walk on in acting like nothing happened.” Applejack said.

“Oh I see. That is a good plan. As long as she willing to help you.” Carrot Top said with a smirk of her own.

“Willing? I’m her queen, she doesn’t have a choice.” Applejack said, walking off. Cheerilee looked to Carrot Top.

“This can’t be good.”

“I know but we are going to have to wait and see how this goes for Derpy and Applejack’s sakes.” Carrot Top said while sounding a little worried.

Applejack had disguised herself as Vinyl and mind controlled Octavia. The cellist was dressed once again in fine clothes.

A sentry at the gates of Manehatten greeted them and scanned Octavia. It was there that Applejack enacted her plan, and it went off without a snitch. So her and Octavia looked for Zecora.

“Hey Carrot, what do I do with Zecora after I find her?” Applejack asked through the weak hivemind.

“Even convince her to help us or put her under a mind control spell.” Carrot Top suggested.

“She wouldn’t help us… Either way, I’ll send a drone to deliver the healing potion.” Applejack said, just as the Hivemind suddenly shattered.

Applejack screamed in pain, as did the drones and Octavia.

“So this is what has become of you, AJ… How could they do this to you?” A familiar voice asked.

“R-Rarity!?” Applejack gasped.

“Indeed, Applejack… I disconnected you from the hivemind so you could work for me.” Rarity said, petting the Changeling Queens head.

“Wh-what!?” Applejack yelped. “But-”

Rarity grabbed Applejack by her throat and lifted the former Earth Pony into the air. “Applejack, don’t make me kill you. We have a common enemy. Your sister is still a bimbo, and they changed you into a monster.”

Applejack’s eyes began to tear up. “What… Am ah...?”

“You’re useful. After Rouge and her associates are dead, I’ll end your suffering.” Rarity promised. “All you have to do is make me my own hive… And be it’s queen. I’ll reconnect you to the hivemind to get more forces, but you work for me. Leave your broodmare and drones here.” Rarity ordered.

“Why should ah do that?” Applejack asked.

“Because you’re a monster because of them. Don’t you want revenge?” Rarity asked.

Applejack’s emotions were mixed, but in the end, she hated Carrot and Rouge more than she loved her friend.

“Fine. Reconnect me.” Applejack said.

Rarity nodded, and she gave Applejack back her connection to the hive, though much weaker.

“APPLEJACK ARE YOU THERE!!??” Carrot Top scream the question in the hivemind.

“Yeah, but the drones and Octavia were caught and killed.” Applejack responded as Rarity took the drones and Octavia into Rarity For You.

“Damn it! Have you found Zecora yet?” Carrot Top asked still sound worried.

“No, but I’m close.” Applejack replied with both her mouth and the hivemind as she walked on.

“Ok. Keep me posted. Right now I gotta go tell Vinyl the sad news. She will be heartbroken.” Carrot Top said sadly.

“Like no. It totally can’t be true!” Was all Vinyl could say while crying after Carrot Top break the sad news about Octavia.

“I am afraid so. I am so sorry for your lost.” Carrot Top said sadly while Vinyl keeps on crying while her belly expand a little more. After that Carrot Top just left the room while Dashie went over to comfort the crying DJ.

“Hey Rouge!” Jasper yelled. “There’s a cult that want to talk to you!”

“Huh? A cult? Well bring them in but keep an eye on them.” Rouge said while sitting in the throne room that was fixed not too long ago.

Jasper let in a group of fifteen ponies, all in cloaks. “Greetings your majesty. Is it true you were once a ‘human’?” The lead cultist asked.

“Huh? Uh.. Yes I was. But how do you all know?” Rouge asked them surprised.

“Then the prophecies are true! We are the Followers of Man, and we wish to offer you our services. As an offering, we wish to give you five virgin mares to do with as you please.” The leader said as the others forced five bound mares with black bags over their heads.

“This is weird…” Jasper said.

“They’re cultists, what do you expect?” Rouge whisper to Jasper.

“Do you accept, oh great human?” The leader asked.

“Hmm. I do but let’s have a look at the mares faces first shall we.” Rouge said.

The leader nodded, and a cultist took off one of the bags, revealing the first mare to be Roseluck. She, like the others, was wearing only panties and a bra.

“Oh. She’s a cute one.” Rouge said as she got close to the five mares.

The cultist took off the next mares bag, revealing it to be Daisy.

“Another cute one.” Rouge said as she gave Daisy and Roseluck’s breasts a squeeze. They both squeaked.

The cultist rose another back. Lily Valley.

“Just as cute.” Rouge said as she gave Lily a lick on the neck.

Next one revealed was Flitter, the Pegasus. She looked terrified.

“Don’t be scare cutie.” Rouge said with a kiss.

“Get away from my sister!” The last mare with a bag over her head snarled. She was revealed to be Flitter’s sister Cloudchaser.

“How about no cutie.” Rouge said as she French kiss Cloudchaser. The mare attempted to resist, but was unable.

“They’re all yours.” The leader said.

“Thank you Miss..” Rouge tailed off wanting to know the name of the cult leader.

“Lemon Heart.” The leader said with a bow. “Whatever you need.”

“Let us go! We didn’t do anything wrong!” Cloudchaser yelled.

“I suggest you shut up Miss Cloudchaser or you will be the first one to get turn into a bimbo.” Rouge warned Cloudchaser. The pegasus growled, but said nothing.

“W-we’re getting turned into b-bimbos?” Flitter squeaked.

“That’s right. Very horny bimbos that is.” Rouge said grinning evilly.

“W-we’ll do whatever you want, just don’t turn us into bimbos!” Lily cried.

“Should that be all?” Lemon Heart asked.

“For now yes and you can visit me in my room tonight Lemon.” Rouge said with a wink to Lemon Heart.

“If that’s what you want…” Lemon Heart blushed before hurrying out.

“Of course and feel free to bring any more mares with you too.” Rouge said before looking at the five mares the cult gave her with a evil grin.

Once the cultists were gone, Jasper spoke up. “You’re going to rape them? Seriously?”

“Nope. Not as long as they do as they told.” Rouge said grinning. “Besides. I need some new maids to replace Rarity anyway.” She added.

“Sis! I was thinking…” Peridot called as she entered the throne room, but trailed off at seeing the almost naked mares. “Uh… Are you seriously adding more mares to your harem?”

“Kind of. These mares are gift from a cult that follow humans.” Rouge said as she gave Roseluck a tickle under her chin.

“Sis, did you ever think that they were abducted?” Peridot asked, watching Cloudchaser attempt to cover Flitter.

“We kind of already do that with the mane six. So what your point?” Rouge said with a rise eyebrow.

“First off, I can see you’re becoming a tyrant. You already have enough servants, and females. You’re not being faithful to Sunset. Or being serious with your role as High Queen of Equestria.” Peridot said.

“I never wanted this role. It was always meant for Sunset. I just took it to try to keep her dream alive.” Rouge said with a sigh.

“And this is her dream? Forcing mares into bed, forcing them to work for you? Becky, the Elements of Harmony are gone. You’ve won. Applejack, Rainbow, Pinkie… They’re all working for us. You don’t have to force them.”

“I know but ever since I was displaced I have been getting hornyer and have a desire to have lots of mares to bed.” Rouge said sadly.

“How about Peridot tries to fix that.” Jasper suggested. “Until then, I’ll take over. Let these mares go, they did nothing…”

“Suppose so.” Rouge said as she help untie the five mares.

“Come with me, I’ll get you mares some clothes.” Jasper said, leading the mares away. Peridot gave Rouge a disapproving stare.

“I wish Sunset was here. It will be easy if she did the ruling.” Rouge while sitting on her throne.

“Hey, didn’t you say Sunset was from ‘Equestria Girls’? A portal that lead to a world with doubles of everyone here?” Peridot asked.

“Yeah but this Equestria’s timeline is different due to Sunset running away instead of into to the portal.” Rouge said.

“So…? The portal might still exist.” Peridot said.

“I think it does. But I doubt that the human Sunset would be in the same school or have a desire to rule.” Rouge answered rubbing her head.

“Well, we could reprogram her to think she’s our Sunset once we find her.” Peridot said. “And it can’t be that hard finding a bacon haired girl named Sunset Shimmer. My secret project could help us.”

“Ture. But would that be abducting her? Since you question me about that cult abducting mares not too long ago.” Rouge asked with her arms closed.

“I don’t believe this… She might not be real! Jasper said something about it just being a mirror world! She’s most likely just a reflection!” Peridot shouted. “Look, if this makes you happy and it stops you from raping ponies, I’m willing.”

“Ok. Thank you.” Rouge said as she gave Peridot a hug. The gem rolled her eyes.

“Whatever. Find the portal, and I’ll finish the project.” Peridot said.

“Ok. But I am going to pay Twilight a visit in the hospital before I go look for that mirror.” Rouge said happily as she fly out of the throne room.

“Do you like Twilight more than Sunset?” Peridot asked herself.

Applejack returned burnt and cut up. “Ah got the potion…”

“Awesome. Perfect timing. I have just finished feeding Derpy.” Carrot Top said as she was in the middle of cleaning her pussy.

“You’re welcome.” Applejack said, tossing the vial to Cheerilee.

“Now Applejack. Please tell us who killed our broodmare and drones?” Carrot Top asked as she gave Applejack a hug.

“... It was Zecora. I terminated her.” Applejack replied coldly, shrugging Carrot Top off and walking away.

“Really? We could of used her as to replace the broodmare she had killed.” Carrot Top said a bit confused at Applejack’s actions.

“We can always find a new one. Besides, we got two a few weeks ago. Vinyl and Bon Bon.” Applejack said monotonously. “Why do we need so many broodmares? We have zillions already.”

“Ture but it’s changeling tradition to alway have some fresh blood when it comes to making drones.” Carrot Top said with a shrug. “Besides I am sending some drones to catch some mares that have left the Canterlot castle.” She added.

“Could I deal with them?” Applejack asked.

“With some of them yes. I want to at least lay eggs in one of them. They should be in the broodmare room by now.” Carrot Top said.

“I was actually thinking about setting up another hive near Manehatten. Just in case Queen Rouge wants to take it over, of course.” Applejack lied.

“I don’t see why not. After all Queen Rouge does need to take Manehatten back any way.” Carrot Top said as she left the throne room and head to the broodmare room.

“I’ll need some broodmares and pure breeds.” Applejack said.

“Sure we can spare one or two pure breeds for your plan.” Carrot Top said as she enter the broodmare room where some drones are ripping off the clothes of the mares they have captured.

“Thanks. How many broodmares can you spare? If I can get enough I might be able to create a second hive in another rebel city. Probably Baltimare.”

“I think you can have two of the five new ones and a couple of old ones to start. Onces you start a second hive you might to capture some mares that is in the city.” Carrot Top suggested as she eyed Roseluck.

“Crap… Look, Queen Rouge let us go! What more do you want from us!?” Cloudchaser screamed.

“Oh just add you five to our broodmares.” Carrot Top said licking her lips as she pinned Roseluck on to one the beds.

“Let us go! We’re Rouge supporters! Y-you can’t do this to us!” Lily shouted as Roseluck sobbed.

“I know but I am just following changeling traditions. I could let one of you go if you agree to join the Shadowbolts and be Derpy’s wingpony.” Carrot offered as she made a dick appear on herself.

“Th-that’s not fair, only two of us are pegasi!” Daisy shouted.

“I’ll do it if you let my sister go.” Cloudchaser said, glaring at Carrot Top.

“Hmm. I suppose that is fair. Ok you got yourself a deal.” Carrot Top said as the drones that was holding Cloudchaser and her sister let them go.

“W-wait! I-I-I can offer something myself!” Roseluck yelled. “A way to make more broodmares! Please!”

“I am listening.” Carrot Top said as the tip of her dick was touching Roseluck’s pussy lips.

“B-but you have to promise to let us go!” Roseluck said, trembling.

“Only if you tell me how to make more broodmares first.” Carrot Top said.

“Promise you’ll let us go if I tell you!” Roseluck said, trying to distance herself from Carrot.

“I promise but if I find out you are lying. Then I will fill you with more eggs than Rainbow has already.” Carrot Top warned has she points to where Rainbow Dash is who has a very huge belly.

“Th-there’s a magic pond in the Everfree called the Mirror Pool! It can clone ponies! You can clone us and have them as broodmares!” Roseluck said, shivering.

“Well that explains why there were so many Pinkie Pie’s that day.” Carrot Top said as she got off of Roseluck.

Roseluck sighed in relief. “Let us go and we’ll show you where it is and tell you how to use it.”

“Of course. I will teleport us to Ponyville and then you can lead us from there.” Carrot Top said as she teleport herself and the five mares leaving Applejack with the other broodmares.

“I thought I was getting two of them…” Applejack sighed.

When the mares appeared, Roseluck, Daisy and Lily covered themselves.

“We’re naked!” Lily cried out. “The horror! The horror!” She then passed out.

“Could one of you carry the wimp?” Carrot Top asked the mares with a sigh of annoyance.

“Get us clothes.” Roseluck demanded.

“You all still live in Ponyville right?” Carrot Top asked Roseluck.

“I was planning on moving to Baltimare. It’s less crazy and far away from any sex machines.” Roseluck said as she and Daisy picked up Lily.

“Then go to your homes to get dressed and come back here.” Carrot Top ordered. The mares vanished in a flash.

Eventually Roseluck returned and lead Carrot Top to the Mirror Pool.

“There’s a rock in the way.” Roseluck said.

“So move it.” Carrot Top ordered.

“It took Applejack, Big Macintosh, Pinkie Pie, and Twilight. You move it.” Roseluck shot back.

“Egg filling.” Carrot Top said in a sing song voice.

“What?” Roseluck asked confused.

“If you and the others don’t move that rock. Then you get an egg filling.” Carrot Top said as she made her dick appear again.

“I’m the only one here! You’ve got drones! You’re probably stronger than me!” Roseluck snapped.

“But the mirror pool is your idea and the only thing that is saving you from being a broodmare. So get pushing.” Carrot Top said with a smug smile.

Roseluck sighed before attempting to push it. She tried very hard, giving it her all. But the most physical labor she had ever done was picking flowers. She strained herself, but the rock wouldn’t budge.

Finally, after ten minutes, Roseluck gave up. “See!? I’m not strong enough! It took multiple earth ponies and a powerful unicorn to move it!”

Carrot Top just sigh annoyed before she went to move the rock out of the way. “Weakling.” Carrot Top said to Roseluck.

“I’m just an earth pony! I’m not a dragon.” Roseluck said, but smirked when Carrot couldn’t move it.

“Damn it.” Carrot Top said as she tried to smash it, but was unsuccessful.

“Hey, why don’t you use your bug freaks to dig a tunnel, Maggot Top?” Roseluck unsalted.

“Keep calling me and my race names and will stuff you into a cocoon.” Carrot Top growled at Roseluck as she start to dig. “I am so great I got turn into a changeling.” She said to herself as she digs.

“Great? We’d all be better off if Rouge never came here, least of all you working for her Carrot.” Roseluck said. “You say you tried to make me into a broodmare because of Changeling tradition… Well here’s the thing, you aren’t a Changeling. Not really. You’re just playing the part, and hoping you survive.”

“But I kind of the head of the Changeling Queens Since I been one longer than Cheerilee and Applejack.” Carrot Top said to Roseluck.

“If you’re in charge then you can change tradition. Celestia and Luna did, and Rouge is fucking our society up.” Roseluck said. “All you and Rouge want is power and your own happiness. And no matter how much you try, you’ll never be happy.”

“I can’t change the tradition it’s the oldest tradition to date. And all I want is to make Derpy smile that all I need.” Carrot Top said as she digs deeper.

“Well, traditions can be broken.” Roseluck stated.

“It’s never that simple.” Carrot Top said as she breaks through to the mirror pool.

“Who’s gonna stop you? You’re in charge.” Roseluck said, before hopping down.

“Nopony but it’s something we have to do to keep some fresh blood within the broodmares.” Carrot Top said as she wipe some dust off. “Now make the pool work.” She ordered.

Roseluck rolled her eyes. “Where the brambles are thickest, there you will find
A pond beyond the most twisted of vines.
And into her own reflection she stared,
Yearning for one whose reflection she shared,
And solemnly sweared not to be scared
At the prospect of being doubly mared!”

Suddenly Carrot noticed there was another Roseluck.

“It works.” Carrot Top said happily. “Do you know who you are?” She asked the clone.

“Yes.” They both said.

“I’m Roseluck.” The one farthest from the pool said.

“And I’m s-second Roseluck…” The one closer to the pool said.

“Well Second Roseluck. It’s your job to be one my broodmares. Is that understood?” Carrot Top asked the clone.

“O-okay…” The copy said.

“There. Now you don’t need real mares like me. I’ll be going.” The real Roseluck said as she walked off.

“Thank you and tell the other mares to get here so I can have them cloned.” Carrot Top ordered.

“Sure… But I don’t think they’ll agree…” Roseluck said.

“And why is that?” Carrot Top asked after she had the clone make more clones.

“Well, they’re terrified you’ll take them and the clones.” Roseluck said.

“No I will just have their clones. Those damn scary cats.” Carrot Top said annoyed.

“You were about to rape us like Rouge was.” Roseluck deadpanned as she left.

What happened was each mare came in by themselves to be cloned. Afterwards they’d leave to tell the others it was safe with a codeword. Lily was the last to make her clone.

“Itwasnicemeetingyougottagobye!” Lily said before running up the tube.

“Scaredy cat.” Carrot Top said before she turn to look at the clones. “Alright. Do you all know what your job is?” She asked them all.

“Being a broodmare.” They all said in unison.

“Can we at least get vacations?” Daisy’s clone asked.

“No. Now come on and follow the drones that are outside.” Carrot Top ordered.

“No.” Lily’s clone said as they all folded their arms. “We deserve more than this treatment!”

“Yeah, no bug can just order someone to have sex!” Roseluck’s clone said and the others nodded.

“It’s what you all are clone for so the originals don’t have to.” Carrot Top said annoyed before calling some drones in by the hivemind.

“That’s not fair! We never got the chance to live!” Daisy said before starting to cry. Lily started screaming and Roseluck just walked over to the mirror pool.

“What do you think you are doing?” Carrot Top asked the Roseluck’s clone as drones came in and start rounding up the clones with their green slime.

But it was too late, as Roseluck’s clone had copied, and then that one copied, and then those two copied, and continued to do so until they overran the drones.

“Ah crap! Drones! Grab as many clones as you can and return to the hive!” Carrot Top order her drones as she grabbed a couple of Roseluck’s and Daisy’s and Lily’s clones before teleporting back to the hive.

“Well, look who was backstabbed.” Applejack said, smirking.

“Oh shut up. At least I didn’t come back empty handed.” Carrot Top said in annoyance as she chained the clones she got to the beds. “Some drones will be coming in with some clones you can have.” She added as she removed the clones clothes.

“I came back with the bucking potion!” Applejack snapped, her mental voice reverberating throughout the hivemind as her eyes turned red.

“Ok. I am sorry it slipped my mind when I was being overrun by Roseluck’s clones.” Carrot Top said shaking in fear of Applejack.

“I’m going by tomorrow. Have the broodmares picked out by then or I’m most likely going to die out there.” Applejack snarled.

“Y-y-yes Applejack.” Carrot Top said in fear while hide behind Rainbow Dash’s huge belly.

“Hehe. Like you totally scared of AJ.” Dashie said giggling.

Applejack’s red eyes directed towards Rainbow. “Be quiet! You’re not in a position to joke about me… Didn’t Rouge take your Twilight?”

“Yeah like she totally did and like she totally bang her.” Dashie answer and she gave a loud moan from her belly expanding.

“And you’ll never see her again. How can you not care? Are you that lost it to lust?” Applejack asked.

“Maybe like you allow to totally visit and bang her once in awhile.” Dashie answer as she giggle again.

“I think that mind is overloaded with lust.” Carrot Top said which she touch Rainbow she moaned very loud in pleasure.

“Try to eat enough of it. I want to see her sad.” Applejack said before kicking Rainbow over and walking off.

“Ouchie!” That was like totally mean of you AJ.” Dashie said glaring at Applejack while Carrot Top was starting to eat some of Dashie’s lust.

“I’m going to bed.” Applejack said as she left.

“Good night.” Carrot Top said before going back to eating.

“I can’t eat anymore.” Carrot Top said as she was laying on the ground with a huge belly that was full of love she ate from Rainbow Dash.

“Is that lust even penetrated?” Cheerilee asked.

“Don’t know but it tasted good. Plus Rainbow here has still got lots lust to spare.” Carrot Top said with a groan.

“I’ll take care of her. You go take care of Derpy.” Cheerilee said.

“Ok. I am going to go see if the potion worked on her or not.” Carrot Top said while slowly getting up and leaving the room. Groaning all the way.

“Need help?” Cheerilee asked as she started to play with Dashie’s slit.

“No. I can manage. Thank you for asking.” Carrot Top said as she left.

“Now… Where were we?” Cheerilee said as a dick grew in between her legs.

Applejack walked through the broodmares, looking over the mares. She needed ones that would produce stronger than average drones, or one that produced faster if she wanted a hive of her own. She felt hollow inside all of a sudden. She knew Carrot was just using her, meaning the so called herd was a lie.

“Hey AJ. How are you doing today?” Lyra called to Applejack from where she is lying.

“Starting up a new hive. I need a bunch of broodmares to take.” Applejack said dully.

“Really? That’s cool. You should pick Maud Pie as one of your broodmares for the new hive.” Lyra suggested as her belly got bigger.

“Why?” Applejack asked.

“She is a strong mare. I think she is stronger than you were when you used to be an earth pony.” Lyra said with a shrug. “Plus she is Pinkie’s sister.” She added.

“I don’t need strong mares, I need ones that can make powerful of fast Changelings.” Applejack said.

“It’s just a suggestion.” Lyra said as she reach and kiss Bon Bon who was lying next to her.

Applejack suddenly felt aroused. She turned away and started to walk off. She wanted someone to herself. All Carrot Top cares about is Derpy. Cheerilee plain old hates her. That was about it.

“Like you could always look for mares outside of the hive you know.” Vinyl said quietly.

“Maybe. Would you like to come Vinyl?” Applejack asked, going over to the former DJ and sitting in her lap.

“Sure. Without Tavi I totally got no reason to be in this hive. Plus I am on my 24 hour break anyway.” Vinyl said sadly.

“Would you like to keep me company Vinyl?” Applejack asked as she wrapped her arm around Vinyl’s neck and kissing her cheek.

“Like yes.” Vinyl said with sad smile as she hug Applejack back.

Applejack then picked Vinyl up bridal style and went to her personal quarters.

“I’ve become lonely… Cheerilee is Carrot’s lap dog, and Carrot’s content with a blind pegasus who wanted her dead. I’ve got nothing.” Applejack sighed.

“You still got your family back on the farm right?” Vinyl asked Applejack.

“I’m a Changeling Queen. My Granny died last month and my sister’s a mindless bimbo. Apparently even the lowest setting was too much for her. And Big Mac abandoned the farm. Anypony else in my family know I’m a freak.” The Queen said as she entered her room and set Vinyl on the bed, closed the “door”, and laid on top of Vinyl with a look of lust and sorrow.

“I am like so sorry for you.” Vinyl said sadly as her bimbo side was slowly taking over.

“I’m just a hollow shell now… I even lost my accent…” Applejack said, before kissing Vinyl’s lips. “What if I told you Octavia’s alive?”

“Then I would be the happily mare in the world before I become totally mindless.” Vinyl said with a small smile as her expanding breasts press against Applejack’s own breasts.

“Well then, here’s a secret you can’t tell anyone… She’s still alive.” Applejack said. “Now, pleasure me.”

“What happened here?” Coloratura asked her manager after they had stop at Ponyville that was swarmed with Roseluck’s clones.

“Who knows…” Her manager said.

“Somethin wrong!?” A southern accented mare shouted, which sounded familiar to Coloratura.

“Applejack?” Coloratura said as she turn to Applejack, in disguise, was far from her.

“Ra-ra!?” Applejack seemed surprise.

“Applejack. Long time no see.” Coloratura said as she went to give her old friend a hug. “I see growing up has been kind to you.” She added as she poked one Applejack’s huge breasts.

“Ra-ra, not now.” Applejack said as she blushed and covered herself with her brown trench coat. “Ah see you’ve grown too. So what brings ya here?” Coloratura had just noticed Applejack was carrying a large wagon on her back.

“Well I am going on tour around Equestria and Ponyville is one of my stops. So how have you been and what with the wagon?” Coloratura asked.

“Ah wouldn’t suggest goin to Ponyville. Queen Rouge basically destroyed any semblance of peace there. Ah’ve been better, an’ ah’m movin to Manehatten. There ain’t nothin for me here no more.” Applejack replied, wiping her tears.

“Oh Applejack. That is so sad.” Coloratura said as she gave Applejack a comfort hug. “And what do you mean by destroyed any semblance of peace?” She asked.

“Well, there is rape, murder, kidnapping, theft, and a whole lot of things that the queen thinks is ‘okay’.” Applejack said.

“Aren’t the guards dealing with that?” Coloratura asked.

“They’re either guarding Canterlot or fighting resistance.” Applejack said, then started to walk around Coloratura. “Best to cancel that tour.”

“Well.. I don’t know. My manager isn’t going to cancel the tour because of a few law breakers.” Coloratura said not sure.

“Ra-ra, it’s not just a few law breakers, it’s the system. Rouge is one of those kidnappers. Half of Ponyville is gone and the other half are on the run or have given up.” Applejack sighed. “Ra-ra, I think you’re my only friend left…”

“Really? What happen to your other friends?” Coloratura asked confused.

“Ask Queen Rouge… She’s what happened…” Applejack growled.

“Oh. I am so sorry for your loss.” Coloratura said sadly still hugging Applejack.

“Come on! We don’t have all day!” Her manager shouted.

“Hey Ra-ra, why don’tcha come with me?” Applejack asked as she slung her arm around her childhood friend. “We can ditch the jerk.”

“I suppose why not. But we have to get rid of my manager first. He is very bossy.” Coloratura said.

“How about this. Ah’ll take care of him while you go to the train tracks. Wait for me there, ah won’t take long.” Applejack said, flicking her hat up a bit as if to show off her badassedness.

“Hehe. Ok AJ. Just don’t let him get under your skin ok.” Coloratura said with a giggle as she headed to the train station.

“Don’t worry Ra-ra…” Applejack whispered to herself. “I won’t let him bother you again.” AJ’s eyes glowed red as she unhooked the cart and walked over towards Coloratura’s manager…

The manager wouldn’t bother anyone ever again.

Once Applejack reached Coloratura, she unhooked herself and grabbed the star in a tight embrace. “You don’t have to hide your feelings from me.”

“Wh-What do you mean?” Coloratura asked with a small blush.

“I see how you feel about me. You don’t have to hide it. I had a crush on you at camp.” Applejack said, smiling softly.

“Really? Well I alway did find you very cute.” Coloratura said her face even redder.

“Would you like to be my girlfriend?” Applejack asked as their noses touched. Coloratura felt Applejack’s hand on her ass.

“I thought you would never ask.” Coloratura said as she kiss Applejack on the lips. Applejack returned the kiss, using her emotion reserves to feed Coloratura’s passion and lust. “You are such a good kisser Applejack.” Coloratura said as a wet patch appeared on her pants.

“Looks like somepony likes this a bit too much.” Applejack teased as she poked the wet patch.

“Well.. you kiss so good and you are hot. How can I not enjoy myself.” Coloratura said as the wet patch becomes wetter.

“Need help there?” Applejack asked, kneeling down to look at the wet spot.

“Yes please.” Coloratura said with a big smile as she took off her pant and panties. Applejack began to lick her girlfriends pussy fast and roughly.

“Oh. You are very good at this.” Coloratura said as she let out a little moan from the licking.

“This your first time?” Applejack asked as she added her fingers to the mix.

“No. When I get to stressed out with my manager I would look for a bimbo to screw just to calm down.” Coloratura answer as she panted from the pleasure.

Applejack tried not to dwell on that, as the memory of being forced to become one hurt. So instead she just went deeper.

“Oh. Oh Yes! Deeper AJ deeper.” Coloratura moaned louder from the fingering.

Applejack went as deep as she could, and surprised Coloratura by licking her clint.

“Oooooooooh Yes. I am getting close.” Coloratura said as she fell on her flank moaning in pleasure. Applejack didn’t stop, she wanted Coloratura so badly.

“Ooh oh. Just a little more.” Coloratura said as she bent over to grab Applejack’s huge breasts. The ex-farmer ignored that and started to bite Coloratura’s pussy. Coloratura then let out a scream as she cumed on Applejack’s face.

“Better?” Applejack asked as she pulled Coloratura into her lap.

“Much better.” Coloratura said panting.

“Now you’re mine.” Applejack said before french kissing Coloratura, which slowly made the singer fall asleep.

“I am yours.” Coloratura said before going to sleep. Applejack picked up Coloratura and put her in the wagon.

“Greet my new wife properly.” Applejack said to the broodmares.

“Like good for you.” Vinyl said to Applejack with eyes graze over from lust. “Your looks like totally hot.” She added.

Applejack sighed before continuing.

To be continue.

Chapter 13

(Canterlot Hospital)

“How is Twilight doing Doctor Twinkleshine?” Rouge asked Twinkleshine as the two was standing right outside of Twilight’s hospital room.

“Stop calling me that, I’m not a doctor.” Twinkleshine said. “And she’ll be fine. She just has a broken arm and some missing flesh. She’ll be in agony for months, but it’ll heal up. We’ve decided to give her a personal nurse to clean the wound and apply the spell continuously.”

“Who is her nurse by the way?” Rouge asked.

“Nurse Redheart, the transfer from Ponyville.” Twinkleshine said.

“Nice and will the foal be alright?” Rouge asked worried for the unborn child.

“Yes, as long as Twilight isn’t hurt that badly again, she’ll be fine. She may have a bit of anxiety, but as soon as the wound heals she’ll be fine.” Twinkleshine said.

“May I see her yet?” Rouge asked Twinkleshine.

“Sure, but she’s sleeping.” Twinkleshine stated. “So don’t wake her up.”

“Thank you Twinkleshine and do you have any free time tonight?” Rouge asked as she enter Twilight’s room.

“Yeah… Why?” Twinkleshine asked.

“For some fun in bed.” Rouge said with a wink before looking at the sleeping Twilight. Her arm was bandaged up and she looked pale. “Poor Twilight.” She said quietly as she gave a kiss on Twilight’s forehead.

It was sunset, and Rarity was walking on top of a rooftop in Manehatten. With her crimson soul and heavy heart, she watched.

“I’m sorry Sweetie Belle… I couldn’t save you…” She whispered to herself.

While she watched, she thought of her plan. She’d need to gather her foes enemies, such as the leaders of resistance, and other factions loyal to Celestia. The dragons respected her, so them knowing of the cheated demise would rally them to her cause. Manehatten, Baltimare, Las Pegasus, Dodge Junction, Appleoosa, and Pinkie’s families Rock Farm are public rebel locations. Places like Vanhoover, Fillydelphia, Cloudsdale, Trottingham, Tall Tale, and Griffonstone are supporters of Rouge’s rule. No doubt they’re either unaffected or scared. The only places that aren’t decided are Hoofington and Hollow Shade.

Rarity wondered how she was going to get them to work for her.

She then noticed Applejack’s cart in the distance. Rarity smiled softly. Oh how she wished she could feel her heartbeat.

“Suppose Sweetie was right… My heart doesn’t beat.” Rarity said.

Applejack was barely able to sneak in. She needed to have all of her broodmares swarm the gates. The guards got confused with Applejack’s mind trick, and she got in. She controlled the broodmares to go and find Rarity.

“I got in again. Setting up shop.” Applejack said through the hivemind. “I’ll have to disconnect from the hivemind along with the other broodmares in case there’s something here or in between us that can sense the hivemind.”

“Ok. Just let me know when you are reconnected and please be careful.” Carrot Top answer back to Applejack sounding concerned.

Applejack disconnected from the hive. “Yeah, I’m not going back.”

“Who were you talking to?” Coloratura asked Applejack in confusion.

“Myself, sorry Ra-ra.” Applejack said, turning to her lover. “I bought a house here. Let me show you.”

“Ok. Lead the way AJ.” Coloratura said Applejack happily. As they walked, Applejack posed a question.

“Ra-ra, what do you think of Changelings?”

“Well.. Changelings are an alright race in my book. Sure they have their flaws but so does any other race in this world. Queen Rouge may have made a smart move by uniting the ponies with the Changelings.” Coloratura answer Applejack’s question. “Why do you ask AJ?” She asked Applejack.

“Oh nothing. It’s just, the Changelings kidnap mares to force them into making their hatchlings.” Applejack said. “I’ve seen it… Oh well, c’mon. This is the place.” Applejack stopped outside of Zecora’s place. “Might be a bit messy since the owner never cleared out their stuff.” The ex-farmer opened the door with a key and let Coloratura, who was unknowingly her new wife in first.

“And the last owner is a potion maker I take it.” Coloratura said as she had a look at some of the potions.

“Meh, could be fun experimenting with what they are. Don’tcha think?” Applejack said as she herself walked in. Once inside, Applejack closed the door and picked Coloratura up bridal style. “You’ve been walking around town with a wet patch… How embarrassing.”

“I don’t mind at all. Beside Ponies shouldn’t be looking down anyway unless they are horny.” Coloratura said with a shrug as she gave Applejack a quick kiss.

Applejack brought Coloratura upstairs to the bedroom and laid her down on the bed, tossed her hat aside and took off her trench coat. “Well that just means I’m horny. And I’ve never done this before.”

“Done what before?” Coloratura asked Applejack while getting comfortable on the bed.

“Had… Sex…” Applejack lied, looking away while blushing.

“Didn’t we have sex at the train station?” Coloratura asked with a rise eyebrow.

“Kinda one sided.” Applejack stated.

“Well we could have sex now.” Coloratura suggested.

“Okay. It’s your turn to repay me.” Applejack said.

“Sure.” Coloratura said as she slowly take off Applejack’s pants and panties and then start licking Applejack’s pussy.

Applejack moaned as her hips thrusted into Coloratura’s face lightly. “Oh Celestia’s sun~!”

“You like that?” Coloratura asked while licking as she grabbed Applejack’s breasts.

“I love it~” Applejack moaned. Unknown to Coloratura, Applejack was altering the popstars body to become a Queens Wife, which is pretty much a lesser queen with zero Changeling features or abilities. In fact, the only things gained through becoming a Wife was immortality, enhanced strength, and favoritism over Broodmares. They were used as protectors, food sources, and when a queen really loved them, as mates. “G-getting c-close!”

“Good. Time for me to go faster.” Coloratura said as she licked even faster and deeper and squeeze Applejack’s breasts.

Applejack’s panting and moaning increased before she came on Coloratura’s tongue.

“Hmmm. Your cum taste really good for some reason.” Coloratura said as she lick up the cum.

Applejack then tackled Coloratura and locked lips with the mare. She then pulled out and let down her disguise, before pinning Coloratura with her Changeling goo. “Surprize~”

“Since when were you a changeling?” Coloratura asked surprised.

“Since Rouge forced me to become one.” Applejack said, her red eyes glowing violently. “I’m still the real Applejack, my sweet wife~”

“Yeah but even hotter than before.” Coloratura said with lustful eyes.

“Why thank you. I’m glad my unholy appearance is to your liking.” Applejack said bitterly as a member formed between her legs. “Let’s have some fun~”

“Are you worried about Applejack?” Cheerilee asked.

“Yes. She had lost a broodmare and some drones the last time she was in that city.” Carrot Top said worried about Applejack safely.

“I’m surprised you let her go there at all.” Cheerilee said as a Broodmare walked in and knelt between Cheerilee’s legs.

“She is a strong mare. She can handle herself in a fight. But she has been acting odd since she came back.” Carrot Top said as she start to pump some eggs into a Roseluck clone.

“Hmm… Hey Carrot, I wanted to try something with you.” Cheerilee said as she ordered the Broodmare into her lap.

“Like what?” Carrot Top asked confused while the Roseluck’s clone was both crying and moaning in pleasure.

“Well…” Cheerilee said as she set the broodmare down and walked over to Carrot Top and knelt down behind her, “I was thinking about possibly leaving the broodmares alone for a day and seeing if I can get you pregnant.” Cheerilee hugged Carrot Top from behind.

“Well.. I suppose we can do that. But we have to make sure the foal doesn’t become evil when older like the last one did before I became a changeling.” Carrot Top said as she kiss Cheerilee on the cheek.

“Perfect! So, after you’re done with that thing we’ll have some fun~”

“The Clone? Yeah I am done with her for now. But I will be paying the real Roseluck to some payback for her clones betrayal.” Carrot Top said as she got off the clone.

“Our drones have rounded up the remaining clones and have killed off at least half.” Cheerilee said as she got closer to Carrot. “Before we do this, did you tell Rouge that we sent AJ to the rebelling city of Manehatten?” Cheerilee asked as she removed Carrot’s member and started to finger her.

“Yeah I did. She was thinking of having us make hives in the other rebel’s cities.” Carrot Top said as she lay down.

“But we’d need to make more Queens and separate.” Cheerilee said as her member appeared. “Want that Broodmare to do something with us?” Cheerilee asked, pointing to the Broodmare who was sitting in Cheerilee’s lap. Her name was Silver Spanner.

“Yeah. Have her play with your breasts. As for more Queens and separate thing. I was thinking of cloning Rainbow Dash and then turn the clone into a Queen.” Carrot Top said as she open her legs.

“I wouldn’t trust a clone.” Cheerilee said before ramming her cock inside Carrot’s pussy as Silver limped over to them to obey.

“Ooh yes. Not without using a spell to alter the clone’s mind to we see fit we won’t.” Carrot Top said with a moan. “Beside the real Rainbow Dash is as dumb as rocks ever since she became a bimbo.” She added.

“So was Applejack.”

“True but Rainbow’s case was worse than Applejack’s was.” Carrot Top answer back while panting from pleasure.

“Silver, kiss Carrot Top.” Cheerilee ordered, and Silver french kissed Carrot Top. Carrot was surprised with the amount of care she felt from Silver as Cheerilee thrusted.

“Hmmm. So good.” Carrot Top said while kissing and moaning. “Do you have any ideas on who we can make into Queens?” She asked after she finish kissing.

“N-not really~! M-maybe s-somepony wh-who is l-l-loyal~!” Cheerilee moaned. “Silver, g-give her l-love b-bites~” Silver did as told and started nibbling and licking Carrot Top’s neck.

“Oooh Yeeeess. Then we can clone and mold Rainbow Dash and Lyra into being loyal Queens. And maybe give some Rainbow Dash’s Clones to Queen Rouge as her guards.” Carrot Top suggested while moaning from the bite. “I am getting close.” She added.

“Silver, turn around and lick Carrot’s clink~” Cheerilee ordered, and Silver obeyed, turning around to lick whatever pussy she could get that Cheerilee’s cock wasn’t already ravaging.

“Oooh. I gonna-gonna cum.” Carrot Top said as she scream in pleasure as she cum on Cheerilee’s cock and Silver’s face.

Cheerilee pulled out. “Silver, keep licking until you pass out.” She then walked over to Carrot’s face and kissed her cheek. Maybe she can be more than a broodmare to you?”

“Like we could make into a Queen?” Carrot Top asked as she kissed back at Cheerilee.

“I was thinking that or you could test out that wife thing to make sure that Derpy won’t change.” Cheerilee said, before snapping her fingers. At that moment Silver started to lick Carrot’s pussy.

“Oooh. Yeah we could do. But we need to do it after she has given birth.” Carrot Top said as she squeezed Cheerilee’s breasts.

“This is her twenty-four hour break.” Cheerilee said smiling as she watched Silver eating Carrot out.

“Then we will wife her after I took Rainbow and Lyra to the mirror pool since it’s their break too.” Carrot Top said moaning louder.

“I’ll go take them there with some drones, you’re going to be pleasured until you pass out and then some.” Cheerilee said before leaving.

“Ok. Just make sure use a mind altar spell on the clones.” Carrot Top said before she start to moan very loud in pleasure.

Kayla sat in the middle of what was left of the maze, cradling her legs in a fetal position. She kept whispering “Something’s wrong” over and over. Guards had picked up that she hadn’t moved in a day and a half.

“Kayla? Are you okay?” Pinkie Pie asked as she came into view with a bag of donuts in her hands.

“Almost here… Almost gone… So little time…” Kayla whispered to herself, paying no attention to Pinkie.

“What’s here and what gone? Please tell me.” Pinkie asked Kayla sounding concerned as she got close to give her a hug.

“Her… Me… Everything...” Kayla said, shivering.

“Do you need a hug?” Pinkie asked as she gave Kayla a hug. Kayla couldn’t answer. “Everything is going to be okay.” Pinkie said as she try to calm Kayla down.

“I’m gonna die…” Kayla whimpered.

“Then make the most of what’s left of your time worth while. After all every second counts.” Pinkie said as she gave Kayla a kiss on the cheek.

“But I was just born… What do I do?” Kayla asked.

“Anything. You can do whatever you want to do and have fun.” Pinkie said as she offer a donut to Kayla.

“I want to be with you…” Kayla said weakly.

“Ok.” Pinkie said happily as she gave Kayla a loving hug.

Kayla tried not to cry, but couldn’t stop. “I’m sorry…”

“It’s okay. Everything is going to be-” Pinkie couldn’t finish what she was saying as a beam of magic suddenly came out of Kayla’s gem, causing it and her body to explode, sending Pinkie onto her back.

“-fine.” Pinkie finished out of shocked before passing out.

The source of the magic was a cloaked figure. The same one that attacked Derpy. Her yellow horn jutted out of her cloak. Sunset removed her hood, revealing her scarred face and stitched neck to the guards who were on patrol.

“Tell Rouge I’m back…” Sunset said, grinning as her eyes dulled to grey instead of their original green.

The guard did as he was told but not before picking up the bag of donuts before he ran to tell Rouge.

Meanwhile with Rouge.

“Are you sure it’s her?” Rouge asked the guard not sure if she wants to believe him or not.

“Yes I am sure.” The guard answered gripping.

“Well.. Bring her in but have her wear a ring on her horn and a couple more guards to keep an eye on her. Just in case.” Rouge said wanting to ready if this was a trick or not. “And let Peridot know about this too.” She added which the guard nodded before leaving.

Sunset appeared behind the guards and punched through them, killing them instantly.

“Hey! Queen Rouge!” Sunset screamed, smiling insanely.

“Is it really you Sunset or are you just a clone?” Rouge asked surprised.

“Why don’t you find out?” Sunset said, showing her neck off to Rouge. “Isn’t this what Chrysalis did to me? What you let happen?”

“I was getting the crystal heart like you asked me to get. Beside I ripped that backstabber limb from limb for you.” Rouge answer back.

“If you had died I would have killed their entire colony. Chrysalis hasn’t died, she’s just moved on!” Sunset shouted angrily. “Then you have the audacity to take my place on the throne and make a mockery of me! And what do you do once I die? You impregnate my sister!”

“You were dead. What was I supposed to do let your dream to rule Equestria die with you?! And I had to do something to fill the void in my heart that was in after you had died.” Rouge argued back with a tear in her eye.

“Let my dream die? It did! I had all that power, I die and you take it!” Sunset glared at Rouge. “And you replaced me with my sister… There is no redemption for you in my eyes.” Sunset said as she drew twin katanas that were checkerboard colored from the sheath on her rear.

“Then you aren’t the Sunset I knew and loved.” Rouge said with a glare as she grab two green bladed katanas from behind her throne.

Sunset walked slowly towards Rouge. “What if I slept with Peridot after you died? What then?” Sunset then rushed Rouge. “Then went to for home and killed your parents! Celestia may have been a bad ruler but she was still like a mother to me!!!”

“Celestia would died a slow and painful death if I hadn’t had Dust switch the pills. And I wouldn’t have mind if Peridot had sex with you if I had died. She needs to get laid more. Plus it was Starlight who kill your father not me. I would had him locked up.” Rouge said as she took to the air to avoid Sunset’s attack.

Sunset started to rapidly slash at Rouge with rage filled strikes. While Rouge even blocked or avoid the strikes and then counter attack with strikes of her own, which were clumsy and missed.

“You betrayed me with every mare in this forsaken city!” Sunset screamed. “You never cared enough to visit my grave! You ruined everything!”

“I was depressed and I have trying to fill the void as I told you before. I have try my best at ruling. It’s not easy. Plus I was planning to visit your grave later today with flowers.” Rouge argued as she manage to cut Sunset’s left arm. Not deep but enough to bleed.

“Well I guess you won’t have to.” Sunset said before kicking Rouge.

“Ha! You call that a kick?” Rouge said as she took to the air and start spinning with her toes pointing downwards to make herself look like a spinning drill. “This is a kick. SCREWKICK!” She call out as her spinning drill kick went right for Sunset. It hit directly through Sunset’s chest, causing blood to explode outward from the wound.

“Look like I will be visiting your grave today.” Rouge said with a sad sigh as Peridot and some guards enter the throne room.

“Heh… Hehehe… HehehahahAHAHAHAHAAA!!!” Sunset’s voice laughed distortedly as she got back up slowly, her injuries restoring themselves. Except for the arm that she had cut.

“Are you some kind of zombie or something?” Rouge asked as she ready herself to fight again.

“Something like that. Thanks you Discord, I can’t die, even if I wanted to. See? Even he gives me more than you ever did.” Sunset said, twirling her blades as her body contorted in disturbing ways.

“Holy fuck…” Peridot said, jaw dropped.

“Except for the arm I had cut with my sword.” Rouge said while waving her green swords at Sunset.

Sunset chucked before appearing behind Rouge and stabbing her with her swords, which knocked Rouge out.

“Rouge!” Peridot screamed, but was unable to do anything as Sunset teleported with Rouge.

Rouge woke up naked in a bed not her own. Sunset was sitting on her stomach, equally clothed. “Don’t try to move, I paralyzed you.” Sunset said.

“Where are we?!” Rouge demanded. “If you want to have sex with me you could have just asked.” She added.

“You’re in my new home.” Sunset stated. “And I wasn’t even sure what I wanted. Those swords do whatever I desire, and I have no control otherwise. Perhaps I’m still physically attracted to you, since I hate everything else.” Sunset said as she laid down next to Rouge. “And I’d doubt you’d want to have sex with a zombie.” Sunset’s neck stitches opened and her head started to disconnect from her body before resealing and going back to normal.

“I wouldn’t mind. After all I did fun time with a vampire maid during the day when I was bored.” Rouge answer back a little bit surprise from the head removing.

“Well what I have in mind is… Painful to say the least.” Sunset said as she grabbed a whip.

“Oooh kinky.” Rouge said while staring at the whip. She then saw Sunset grab a knife. “I don’t know about that.” She added.

“You see, when Discord brought me back, I got this desire to give pain.” Sunset inserted the knife’s blade into Rouge’s pussy.

“ARGH!!!” Rouge cry out in pain.

“I’ll start by making you cum with this knife…” Sunset grinned as she kissed Rouge. The Displaced tasted death on Sunset’s lips, and smelled the decay on Sunset.

“Discord must have lost some screws in your head.” Rouge said as she try to not throw up.

“Maybe, but it doesn’t matter.” Sunset said as she began to use the knife like a dildo, cutting up Rouge’s pussy.

“ARGH!!!!” Rouge scream louder in pain from the knife as tears start to fall from her eyes.

“You want to know what the worst part about th-th-this body?” Sunset continued as she added the whip, which was used on Rouge’s breasts.

“Wh-What?” Rouge whimper but moaned from the whipping.

“I can’t sleep… Or climax…” Sunset said before french kissing Rouge. The rotten taste was stronger, and the stench was somehow worse.

“You are still a good kisser.” Rouge said crying a bit.

Sunset pulled the knife out completely before shoving it up Rouge’s ass. She then pulled out a large spiked dildo and plugging that into Rouge’s pussy.

“You made my sister pregnant… Would you have carried my children?” Sunset asked coldly.

“I Wouldn’t mind.” Rouge said still whimping.

Sunset continued to pump the dildo in and out of Rouge and used her magic to pull the knife out of Rouge’s ass. “Then do it. No matter what abomination I make inside of you, you’ll carry it. You’ll love me again, even if I have to tear you limb from fucking limb. And you’ll be my bitch forever.”

“I always love you. I never stopped loving you after you had died.” Rouge said while moaning and whimpering.

“You’ll be mine and mine alone you slut.” Sunset said, speeding up.

“It isn’t the first time I have been called a slut.” Rouge said while moaning. Sunset casted a spell of Rouge’s stomach.

“That’s because you are. You’re a little girl who wants as much sex as she can get…” Sunset said, before kissing Rouge again with her foul mouth.

“What did you just do to me?” Rouge asked as she kiss back.

“What I was going to do once we married. I always wanted a child. We can finally raise one together.” Sunset said.

“We can still get married. If you want.” Rouge said before she scream as she cum on the dildo.

Sunset suddenly felt tired. “I’m a monster… I killed you niece… Marriage is out of the question.”

“Which Niece? Whatever. I don’t care if you are a monster on the outside I love you for you on the inside. And there nothing that can change that.” Rouge said as she place a hand on Sunset’s cheek.

“Wh-what? You’re supposed to be paralyzed!”

“I think I came it out.” Rouge said with shrug.

Sunset drowsily went for a syringe on the bedside table with a yellow liquid in it.

“Nope! None of that.” Rouge said as she took the syringe and stuck it in Sunset. Sunset then fell on top of Rouge’s breasts, unable to move. “Hehe. Sorry about that.” Rouge said as she grab a blanket and tied it around her torn up pussy to stop the bleeding and then pick up Sunset. “Now let’s get to Canterlot so we can finally get married.” She added as she took to the air since it would be painful if she walked and fly back to Canterlot.

“Don’t! We don’t need that place! And you’ll leave me!” Sunset’s eyes reddened as she cried blood.

“Oh no. I left you once. I will never leave you again so I am taking you with me.” Rouge said as she boop Sunset on the nose while flying.

“... Everyone leaves me…” Sunset muttered.

“Not everyone.” Rouge said as she kiss Sunset on the lips as they have landed in the Canterlot castle.

“I’ll hold you to that…” Sunset said, feeling exhausted.

“And we see if we can do something with your pussy. I have been craving to taste your cum for a while now.” Rouge said as she flew to the castle’s medic wing.

“You realize we’re both naked right?” Sunset asked.

“So? I sometimes have the maids walk around naked and I saw Twilight naked. Because she can’t find clothes that will fit her growing breasts.” Rouge said with a giggle as she place Sunset on a chair while she went to lay on a medic bed for the doctors to do their work.

Sunset glared at the idea of Rouge looking at mares like she did with her.

“Your highness, are you alright!?” Dr. Horse yelled as he ran outside.

“Yes I am fine. Just little bit knife play.” Rouge said with a smile to the Doctor.

“Your highness… What are you doing with that thing?” Dr. Horse asked, looking at Sunset Shimmer.

“That thing is Sunset Shimmer. So be nice to her.” Rouge said giving the Doctor a glare.

“That’s a creature that should not be. She’s an Undead, born from the resurrection.” Dr. Horse said. “Necromancy.”

“And I got vampire maids. So what your point? And I didn’t use necromancy before you ask.” Rouge said still glaring at the doctor for talking about Sunset like if she was just a thing.

“Vampires are one thing, but Undead are like zombies. They need bloodshed and flesh to survive. They’re also… Twisted versions of their former selves. You might as well say goodbye to the mare you knew, because this beast would kill you. Even the most insane ponies wouldn’t go near that black magic.”

“I don’t care. She is still my Sunset even if she got a few screw loose. And if I hear you talk shit about her one more time I will use the bimbo gun on you and send you to changelings to become another one of their broodmares.” Rouge warned the doctor.

“Don’t come to me when this blows up in your face.” Dr. Horse said. “Now uh… Let me call a zebra to repair your… You know.”

“My pussy.” Rouge said with deadpan look to her.

“Last time I said that to a woman she punched me.” Dr. Horse said, before walking off. “It’ll take some time since the nearest zebra moved when you took over.”

“Well you could alway ask my sister Peridot for help or send a letter for a zebra to come help.” Rouge said with a shrug.

“She moved to Manehatten.” Dr. Horse said.

“Ah. Well it’s a good thing I’m having a changeling queen start a new hive in that rebel city.” Rouge said with a grin.

Suddenly Peridot stomped out, shooting Sunset with her finger cannons and leaving large holes in her.

“YOU BITCH!!! YOU KILLED MY DAUGHTER!!!” Peridot shrieked.

“Which daughter Sis?” Rouge asked out of surprise.

“KAYLA!!!” Peridot screamed as she shot Sunset’s head.

“Oh. Well I suppose we could keep Sunset in portable jail cell for sometime for that.” Rouge suggested.

“You suppose!?” Peridot shouted, outraged. “My child is dead because of her!”

“And Discord since he was the one who brought Sunset back and gave her a few screw loose.” Rouge said trying to calm Peridot down.

Peridot’s fingers wrapped around Rouge’s throat. “She was every shred of happiness I had! To be able to have someone to look after…” Peridot collapsed onto her knees, tears brimming at the edges of her eyes.

“Isn’t there a time spell we could use to save her?” Rouge asked while resting a hand on Peridot’s shoulder.

”How would that work? It’d create a paradox!” Peridot shouted.

“You could alway bring her here from the past?” Rouge suggested.

“Her shards are broken right now. Another paradox.”

“Couldn’t we use the chaos emeralds to fix her then?” Rouge asked. “If they can bring a dead hedgehog back to life then they can bring your girl back.” She added.

“How does that work?” Peridot asked.

“I guess you kind of wish on them while having them surround the one you want to bring back.” Rouge answered.

“Then do it! Or I’m vaporizing her!” Peridot shouted before storming off.

“Sure.” Rouge as she took to the air and pick up Sunset and fly to her room to get the chaos emeralds and some clean clothes. “Are you okay Sunset?” She asked Sunset while flying.

“Never worse…” Sunset muttered. A passerby pony fainted from the smell of Sunset’s rotten flesh… Well, what was rotten.

“Well maybe we can also use the emeralds to restore you as well.” Rouge said as they got into her room and lay Sunset down so she can go get dress.

“You can’t restore something that doesn’t need restoring. I’ve already become better than I was. If anything, you’d take something away. By the way, how did you inflict that injury on me…”

“Simple. The metal I had use to make the swords can kill the magic on the part it cuts. I can’t remember it’s name but I thanked the guards who found the metal in the caves under the castle.” Rouge said with a shrug while putting her bra on. “We could restore you and try to give you Deadpool powers.” She added as she slowly put her panties on in front of Sunset.

“You’re killing me Rouge. I can feel arousal but I can’t release it. It stresses my mind.” Sunset said.

“Is that a reason to want to be restored?” Rouge asked cheekily.

“I’m not an Alicorn… Have you noticed?” Sunset asked, looking at her lack of wings.

“With the power of the chaos emeralds it won’t matter if you were a cat.” Rouge said as she booped Sunset again as she pick her up again.

“Rouge, do you understand what I’m saying? I’m mortal. I’ll just die. But being this, I can’t die again. Just fix my sex organs and I’ll be okay.”

“Ok. There goes the idea of you in a Deadpool costume.” Rouge said with a sigh as she grab the case with the emeralds in them before flying to where Peridot is at with the shards.

Once Rouge was gone, Sunset’s shadow peeled away from her and became three dimensional.

“You know what to do, Shadow.” Sunset said, and the shadow vanished.

“Like where are we going again?” Dashie asked Cheerilee for 100th time as she, Cheerilee and Lyra walk in the Everfree Forest to the mirror pool.

“Shut up…” Cheerilee growled, feeling oddly tired. “Or I’ll kill you.”

“But I am like so bored.” Dashie whined while Lyra just rolled her eyes.

“Hopefully her clones are smarter than her.” Lyra said hopeful.

“I doubt it…” Cheerilee sighed.

“Hey! Is it like in there?” Dashie asked while pointing to hole in the ground.

“Don’t try to speak Rainbow.” Cheerilee grumbled, before kicking Rainbow into the hole.

“Like ouchie. You are mean.” Dashie whined while rubbing her ass.

“Oh shut up will ya.” Lyra said annoyed after she jump in the hole follow by Cheerilee.

Cheerilee tossed a piece of paper to Rainbow. “Read it in front of the water.”

“Like ok.” Dashie said happily as she walked to the mirror pool and start reading the magic words. After that at clone appeared from the pool and she was smiling as much as Dashie is. “Like I totally love your hair.” She said her clone.

“Thank you. I like yours too.” The clone said to Dashie.

“Oh god, they’re the same…” Cheerilee's eye twitched.

“Meh. It’s better than a clone of Pinkie Pie.” Lyra said.

In Canterlot, Pink Taffy sneezed.

Lyra went and said the magic words to make her clone.

“How many clones, Carrot?” Cheerilee asked.

“Just enough to make Queens to start hives in other rebel cities.” Carrot Top answer by hivemind unaware that Rainbow’s and Lyra’s clones are making more clones.

“Hey Cheerilee. Like look all the new sisters I got.” Dashie said while waving to Cheerilee.

“They…?” Cheerilee turns around to see all the clones. Carrot could feel Cheerilee’s distress.

“Cheerilee? What’s going on down there?” Carrot Top asked concerned just the Rainbow’s clones all pounce on Cheerilee while Lyra’s clones just facepalmed.

“Get off of me!” Cheerilee screamed, lighting up her horn to burn the clones alive. Only for one of them to place their pussy on Cheerliee’s horn and break it off.

“Nope!” All of the clone said at the same time.

Cheerilee screamed in pain before shouting. “Get help!”

“I am sending some drones to you now! Just hang on!” Carrot Top answer back while a Rainbow clone was French kissing Cheerilee. The ex-teacher’s bleeding forehead and missing horn caused her to start passing out, unable to feel anything but pain.

Meanwhile some of Lyra’s clones decided to leave same did with some of the Rainbow’s clones after they made more. But there was one Rainbow clone, who had a different mane style that look very confused. She decided to leave the cave quickly but head away from the other clones.

“Hehe. Like I think my sisters likes you Cheerilee.” Dashie said while she was pleasuring herself at watching her clones having their way with Cheerilee.

Rarity walked out of Manehatten, smiling broadly. “One city down, the rest to go.” The vampire had just had a discussion with the mayor about plans for a revolution. Things went swimmingly.

“It shouldn’t take long to-” Rarity froze once she felt a presence that seemed familiar. It’s origin was directly in front of her. A tall, cloaked figure, obviously a woman stood there, magenta eyes glowing in the darkness shrouding her face.

“I-it c-c-can’t be… P-Princess Celestia!?” Rarity gasped. The figure stood silently, seemingly frozen in time. Suddenly, she pulled out a glowing red claymore out of it’s sheath, and pointed it at Rarity.

“I shall assist you in your times of need… But I am on a quest of my own.” The figure said. “You are doing good, and I commend you for that. But be warry of Applejack. She has her own goals she wishes to become a reality. Safe travels, Lady Rarity.”

The figure then vanished, leaving not a trace. Rarity cried out for her not to leave, but it was too late. She fell to her knees, sobbing.

“As you command, Princess…” Rarity choked out. Her red eyes sparked to life as she began to sprint towards her destination.

Once all of the broodmares were set, Applejack brought in Octavia who looked like a shell of herself.

“T-Tavia?” Vinyl asked from where she is setting with tears of joy in her eyes.

“Her mind was shattered once our connection to the hive was lost. She’s still in there, but… Like a broken carts driver.” Applejack said, pushing Octavia onto Vinyl. The cellist fell without trying to stop, her eyes vacant.

“Oh Tavia. My poor, poor Tavia.” Vinyl said as she hug Octavia and cry on her shoulder making the earth pony fur coat wet.

“At some point I might be able to help her.”

“How?” Vinyl asked with hope in her eyes. “I will do anything to help my Tavia.” She added.

“I’ll need a powerful Unicorn.” Applejack said. “Twilight level.”

“Then why not go get Twilight?” Vinyl asked Applejack.

“Because to them, Octavia is dead.”

“We still got to try. Do we even have a powerful unicorn with in the broodmares?” Vinyl asked trying not to lose hope.

“We had Clover, but she’s gone.” Applejack said. “I’ll have to search for one. The only Unicorns I know of that can do it are Twilight, Starlight, Sunset, and perhaps one other.”

“Trixie?” Vinyl asked while trying to think of other powerful unicorns.

“... Are you joking? She couldn’t do magic to save the life of her.” Applejack said.

“Then who else is there? I know I am not a powerful unicorn so it couldn’t be me even if I want to be powerful.” Vinyl said while hugging Octavia a little tighter.

“There’s a rumor that the creator of the Alicorn Amulet placed a piece of her soul into it, and that only if the blood of an Alicorn can awaken her. But, since the only Alicorns left are Twi and Candy, I can’t get it.” Applejack said. “Now, your twenty four hour break is over.”

“Ok.” Vinyl said as she place Octavia on a bed next her as she lay down and open her legs.

“You know, I really like how willing you are Vinyl…” Applejack said as her member appeared and she thrusted into Vinyl.

“It’s no different from doing while drunk. Besides I am slowly becoming mindless as a bimbo.” Vinyl said while moaning in pleasure. Applejack kissed Vinyl.

“You’re family to me now… I’ll do what I can for your mare… And you can do what you can for my pleasure…” Applejack said, thrusting hard.

“Thank Yyyooouuuu.” Vinyl said as she moan even louder and grabbed Applejack’s ass and start playing with it.

“You like me?” Applejack asked, amused.

“Well… Yeah. Your body is like totally hot.” Vinyl said as her bimbo side takes over by her breasts getting bigger.

After a while, and once Vinyl was filled up with eggs, Applejack pulled out. “Well that’s a mess. Mind cleaning my unnatural tool?”

“Like totally I will.” Vinyl said as she start licking Applejack’s dick.

“Ahhh~! I could do this all week…” Applejack moaned.

“Hehe. Like I can do this for that long if you want.” Vinyl said before she start sucking on Applejack’s dick.

After a few minutes, Applejack came again in Vinyl’s mouth. “Ohhh…”

“Like your cum taste so good.” Vinyl said as she drank all of the cum she could.

“You’re becoming my favorite broodmare, Vinyl.” Applejack said, gasping for air.

“Like I aim to totally please.” Vinyl said as she continued on sucking the dick.

“You know, I think if you didn’t love Octavia so much, I’d marry you.” Applejack said, humming in pleasure.

“Like you can marry both me and Tavia with you to totally make a herd.” Vinyl suggested as she took her mouth off the dick and then place it in between her huge breasts and start squeezing them together.

“Ahhh~ Y-you don’t care about me like that…” Applejack said, her dick throbbing between Vinyl’s tits.

“Oh but I like do care.” Vinyl said as she rubs her breasts on the dick while still squeezing them.

“You don’t love me though.” Applejack said, looking away.

“I can if you totally want me too.” Vinyl said rubbing faster. Applejack screamed as she came once more. Then Vinyl start licking up the cum that is on her breasts.

“We’ll see…” Applejack said, attempting to leave.

“Like where are you going?” Vinyl asked as she grab Applejack’s ass again.

“I’ve got stuff to do.” Applejack said.

“Like what?” Vinyl asked as she gave Applejack’s ass a squeezes.

“Well, I’ve got drones to send.” Applejack said, but wasn’t sure what else she could do.

“Are they getting more broodmares?” Vinyl asked giving Applejack’s back a slow lick.

“Y-yeah…” Applejack said, shivering. She knew if Vinyl tried, she’d be able to do anything to her.

“Like that sound fun.” Vinyl said as she lick Applejack’s neck very slowly while she grabbed her breasts from behind. Applejack’s member was still hard, and it only grew as Vinyl stimulated her.

“S-sure… H-hey, are y-you serious about loving me?”

“Totally.” Vinyl said as she start kissing Applejack on the cheeks.

“Do what you want… And enjoy yourself sugarcube.”

“With pleasure.” Vinyl said purring as she hugs Applejack which cause her huge breasts to be press on as she start kissing again.

“...nkie!.....ou oka………...kie! Pinkie! Are you okay!?” Twilight shouted as Pinkie came too.

“Wha-What happened?” Pinkie said with a yawn as she wipe the dust from her eyes.

“Sunset attacked, you’re lucky you’re alive!” Twilight said, then hugged Pinkie tightly. Pinkie noticed Twilight was only wearing a lingerie.

“Ok. What with the lingerie? Are you going on a date or something?” Pinkie asked while blushing.

“No, it’s the only thing that’ll fit me thanks to Rouge’s spell…” Twilight winced as her breasts sloshed. “You have no idea how much this hurts… The way my… Chest’s skin expands… There’s no escaping this nightmare…”

“Do you need help giggle those nightmares away?” Pinkie asked as she gave Twilight a hug.

“I don’t think that’s how this nightmare ends…” Twilight sighed. “And sorry.”

“It’s ok. I am here for you.” Pinkie said as she pets Twilight on the head.

“No, I’m sorry that Kayla’s gone…” Twilight said.

“Thank you Twi.” Pinkie said with a tear escaping her eye. “Did you see where my bag of donuts went?” She asked.

“I think one of the guards took it.” Twilight said.

“Oh...Oh well. It gets me the chance to visit Pink Taffy for more donuts.” Pinkie said as she got up.

Twilight was speechless.

“And maybe we could ask if they could use your breasts milk to make our donuts with.” Pinkie said while licking her lips as she help Twilight up.

Twilight glared. “Shut up…”

“What? It will help stop the expanding for a while if you milked yourself here and there. Plus Fluttershy said your breasts milk taste really good.” Pinkie said with a grin as the two head off to Donut Joe’s.

“Wait, what?” Twilight asked as she stopped.

“Your breasts are only getting bigger because you are making lots of milk. If you don’t want come. Can I at least take jug of your milk with me?” Pinkie asked as she stopped too.

“No, I won’t let you parade with my… milk around Canterlot!” Twilight snapped. “I don’t know why I even try!”

“Don’t worry. If anypony asked I will said it’s my milk and they won’t know it’s yours.” Pinkie said trying to convince Twilight to give her milk. “It will also help stop the pain for a while.” She added.

“Pinkie, shut up. Do me a favor and don’t come back, you’re not helping, you’re making things worse.”

“B-But I am trying to help.” Pinkie said as her mane goes flat.

“By what, milking me? Pinkie, that’s disgusting! You don’t care that Rarity’s a wanted fugitive, Applejack’s a Changeling, Rainbow’s missing and Fluttershy is a fucking pervert! Things were better before…” Twilight seethed, holding her tongue so as not to reveal her true affiliation. “You’re happy… That’s not making anyone else smile.”

“Do you think I am happy on the inside?” Pinkie asked as her mane and fur coat turn a darker shade of pink.

“I think you don’t care anymore… Why should you? It’s not like you could end my suffering. Or help Rarity and save whatever’s left of your friends. Or I don’t know, kill Rouge and her followers so they can’t hurt another soul. Or even try to persuade them to lessen the amount of torture we’re all in. You can do a lot, yet you do nothing. That’s not the Pinkie I knew. You either want us to suffer, or you’re too much of a coward.”

“But what can I do?! I am not a killer and if I try to fight Rouge she would use that Bimbo gun and make me into a mega bimbo like Cadence and Luna.” Pinkie said as she start to cry.

“You are such a dumbass Pinkie… You’re a vampire, vampire’s can’t be affected by arousal-based anything because their bodies are so cold.” Twilight said with a roll of her eyes. “And tell me this, Pinkamena. Aren’t we all killers in Rouge’s kingdom? I know I wasn’t, but Sunset made me into one. Don’t bother killing Rouge, but you could at least help your friends…”

“Well.. I could ask if they could use a spell to stop the pain.” Pinkie suggested as she try to hug Twilight for comfort. Twilight shoved Pinkie away from her.

“It doesn’t matter… I’m just a tool anyway…” Twilight said before she walked off.

“You aren’t a tool to me.” Pinkamena said as she fell to her knees and cry some more.

In the Everfree, one of Rainbow’s clones was hiding up in a tree. She was unlike all the others. She wasn’t obsessed with sex, and had only a couple personality traits shared with the real Rainbow Dash. And unlike the others, or her original version, she had realistic proportions.

Unfortunately for her pride, the clone was only wearing a belt. She wasn’t sure why she was wearing one over her birthday suit, so she mostly ignored it.

“Who am I...?” She whispered to herself. She then looked around until she saw something that made her jaw drop.

A Roseluck clone was impaled on a branch next to her. Her face contorted into a terrified and pain filled expression. Rainbow’s clone was disgusted, but decided this could help her. So, she pushed the Roseluck clone off of the branch and onto the ground.

She jumped down afterward and began to strip the clones clothes off. Once that clone was bare, Rainbow’s clone began to dress herself.

After she was done, noted that the clone wasn’t wearing a bra or underwear. This was unimportant to her however, and she tested the size of her garb. From jeans to a green shirt, she decided that shoes were useless and began walking. She wasn’t sure where to, but anywhere was better than in the forest.

She finally arrived at the edge of the forest and saw a deserted town. She suspected that the inhabitants left because of the forest.

“Hello!? Is anypony still around here!?”

“Who is there?!” Called a young male’s voice from over a gingerbread looking house.

“Rain-!” The clone stopped midway through her originals name. “-fall Blaze! What happened here!? Who are you?”

“My name is Rumble. And I am the new leader of this town.” Said Rumble as he step out of the gingerbread house while wearing pots and pans as armour. “What do you want?” He asked glaring at the clone.

“You? In charge of a town?” Rainfall said almost laughing. “Look, I can’t remember anything and I just got here. If I can have a place to stay and some help I won’t be much of a bother.”

“Well.. You could stay in that cloud house that a pegasus that look like you but without the horn use to live. As for help what do you need?” Rumble said while pointing to a cloudhouse.

“I don’t remember how to… Fly.” Rainfall explained.

“You are joking. Right?” Rumble asked as he failed to hold back his laughter.

“I have amnesia. I don’t even remember my parents.” Rainfall said.

“Wait seriously?” Rumble said after he stop laughing. “Well in that case. You can take the apple farm since the others houses are being used by some of my classmates or some clones.” Rumble said while pointing to where the apple farm is.

“Clones?” Rainfall asked. “Please explain what this place is. Where are the ponies? Why are you in charge?”

“This town is called Ponyville. The grown ups all decided to leave ever since Queen Rouge came into power in Canterlot. As for why I am in charge..” Rumble trail off as he snapped his fingers and a filly by the name of Silver Spoon came out of the house with a black eye and holding a cupcake on a tray. “It’s because I am the strong colt.” He finished.

“Okay… Mind directing me to the ‘barn’?”

“Sure. Follow me.” Rumble commanded as he walks off to where the farm is while Silver Spoon went back into the house in fear.

“So, you beat ponies up to be in charge?” Rainfall asked.

“Yeah. A lot of my classmates that was left behind and the clones are complete wimps. I had to get tough and in charge in order to maintain order here.” Rumble said as the farm came into view.

“Well, I suppose if you need me, I’ll be here.” Rainfall stated.

“Of course. As long as you remember that I am in charge of this town then we won’t have a problem. Right now. You could help out some of the clones by picking the apples from the trees.” Rumble said as they reach the barn.

“I’ll try, but I’m no farmer.” Rainfall said. “If you get the chance, could I get a few books?”

“Sure. There’s a treehouse in town called golden oaks. You can’t miss it.” Rumble said as he start to head back to town.

“Maybe I can…” Rainfall grumbled. She then broke into the house, as it’s door was locked.

“The key is under the welcome mat.” Rumble called out from a far.

“... Okay!” Rainfall shouted.

“Is he gone yet?” Asked a young female voice from the barn.

“I don’t know and I don’t want to check.” Answer an older female voice who sounds very scared.

“He’s gone.” Rainfall said.

“Who’s there?!” Asked the young voice.

“And please don’t hurt us!” Whimper the older voice.

“Don’t worry, I won’t. I’m Rainfall Blaze.”

“Who?” Asked the older voice as sticks her head out of the barn to reveal it’s a Flitter clone.

“Rainfall, I’m new here.” Rainfall said. “Who are you?”

“I am Flitter number 15.” Flitter said as she pulled a pink filly from the barn. “And she is Diamond Tiara.” She added.

“I’ll call you Glitter. So what’s wrong?” Rainfall asked.

“We was hiding from Rumble.” Diamond Tiara answer while trying to keep her messy mane out of her eyes.

“Why?”

“Because he is scary.” Glitter answer while trying to hide her broken wing.

“Is he that violent?” Rainfall asked.

“Ye-Yes. He has become a real bully to all of us. And that’s coming from a schoolyard bully like me.” Diamond Tiara admitted.

“Uh… Why don’t you come inside?” Rainfall said, gesturing to the house.

“Su-sure.” The clone and filly both said as they follow Rainfall into the house.

Rainfall picked up a picture of the Apple Family. “Suppose these are who owned the hou-” Rainfall trailed off, seeing a trail of blood leading to a room upstairs. “-se before…”

“What is it?” Glitter asked shyly.

“Blood…” Rainfall said flatly.

“Eeek.” Diamond Tiara said in disgust.

Rainfall set the photograph down and started to walk towards it. “Stay here.”

“No problem.” Glitter said while Diamond Tiara took a look at the photo to help keep her mind of the blood.

Rainfall carefully went up the stairs, already hearing the flies. As she reached the door to look inside, a wave of nausea swept over her as she saw the corpse of a big red stallion with dozens of bugs swarming his remains. There were multiple cuts along his body, indicating it was murder.

Another thing she noticed was that the blood was actually fresh. Meaning it was a day old.

Rainfall closed the door, coughing. “D-don’t come up here!”

“Why? What happen?” Glitter asked shyly from the stairs.

“Uh… J-just trust me!” Rainfall said. “Stay away from the bloodtrail.”

“O-Ok.” Glitter said her face going a little bit green.

“So what now?” Diamond Tiara asked Rainfall.

“... I’m… Not sure. Do either of you know who the family that lived here are?” Rainfall Blaze asked.

“The Apple family use to live on this farm.” Diamond Tiara answered. “There was a very old green earth mare who died some days ago, there Applejack who is now a changeling Queen, there a big red stallion name Big Mac and there this little blank flank filly name Apple Bloom.” She listed off.

“So that means only two left…” Rainfall muttered.

“What do you mean?” Glitter asked sounding scared.

“N-nothing.” Rainfall said, looking off to the side.

“SWEET CELESTIA!! WHAT HAPPEN HERE!!??” Diamond Tiara shouted from upstairs.

“Hayfeathers…” Rainfall swore as she ran up the stairs. “Diamond, downstairs now!”

Diamond Tiara did just that as she ran downstair with a look of fear and a little sick. “Why is Big Mac dead up there?” She asked while trying to hold back tears.

“Someone killed him. Look, I’ll bring his body out and bury him, you two… Clean up the house, okay?” Rainfall ordered.

“Ok.” The clone and the filly both said before they go look for a bin to throw up in. Rainfall sighed before heading to look for a shovel.

Cloudchaser groaned as she woke up tied to a bed. The last thing she remembered was going to her place to get some stuff and meeting up with Rumble, before everything went black. Now she was in a familiar room, completely nude and cold.

“Well, well, well. Look who’s finally woken up. Did you sleep well?” Rumble said as he enter the bedroom with a smug grin as he got close to Cloudchaser and remove the ballgag.

“R-rumble...?” Cloudchaser said with a dry throat. “Wh-what’s going on? Why am I tied up?” The pegasus then started to cough violently.

“What’s going on is that I got you all to myself to do as I wish.” Rumble said as he gave Cloudchaser’s left breast a squeeze.

“Rumble! Stop!” Cloudchaser yelped. “What’s wrong with you!?”

“Nothing is wrong. I just got tough, took charge of Ponyville and now having my favorite mare tied up for me to fuck as much as I want.” Rumble said as he squeeze the other breast.

“Rumble, quit it! I’m not an object! We’re friends!” Cloudchaser almost screamed. “I don’t have time for this, my sister is in danger!”

“Oh don’t worry. She is safely tied up in my basement with some other mares and fillies I had my eyes on.” Rumble said evilly as he took off his armour, pants and underwear to show a dick that was straight and long.

“Rumble, please! You’re sick, you can still stop this!” Cloudchaser pleaded.

“No use begging or screaming for help. Nopony that left in this town is brave enough to come save you.” Rumble laughed as he climb on top of Cloudchaser.

“Rumble, stop this instant and untie me!” Cloudchaser said in a stern voice.

“You aren’t in charge here. I am.” Rumble said as he slam his dick into Cloudchaser’s pussy.

Cloudchaser screamed in pain at the pain in her virgin vigina. “Rumble, please… I thought we were friends…”

“We are. You are just mine now.” Rumble said as he thrusted backwards and forwards into the mare’s pussy.

“This isn’t what friends do! Stop!” Cloudchaser screeched, trying to break her restraints.

“Oh shut up favorite slut.” Rumble commanded with a slap to Cloudchaser’s face as he thrusts harder into her.

“I’m not a slut you fucking cunt!” Cloudchaser yelled as she started yanking on her restraints, feeling her wrist chafing and her arm socket being pulled.

“Don’t bother. I have mail ordered those restraints from a nerd who works for some mare name Peridot.” Rumble said.

“You were always an idiot!” Cloudchaser yelled as the bedpost broke off, giving her right arm freedom. She used the bedpost to whack Rumble upside the head. “Nopony calls me a slut!”

“It’s a good thing I have guards.” Rumble said while rubbing his head he snapped his fingers and two of Roseluck’s clones came into the room and pinned Cloudchaser down.

“Pin him! Not me! If he needs guards then you two can stop him!” Cloudchaser shouted. “Help me!”

“And why should we turn against such cute colt who has been so nice to us?” The clone on the right asked while glaring at Cloudchaser.

“Because he’s using you! He’ll turn on you! I’ll do anything!” Cloudchaser begged. “I won’t let him touch my sister!!!”

“You mean the mare that he fucked about an hour ago?” The clone on the left asked with a bored look to her face.

Something inside of Cloudchaser snapped. Their parents had told her to look after her younger sister, and she’s told that after all of the sacrifices she’s made that her sister was raped anyway without a care… Tears poured out of her eyes as she sobbed, her heart, mind and soul dying on the inside.

“Good work girls. Now tie her up really good and I will reward you two later.” Rumble said to the clones who had big grins on their faces as they did as they was told.

“I hate you Rumble! I’ll fucking kill you for this!!! You hear me!?!?!?” Cloudchaser suddenly screamed in pure rage.

“Oh quit screaming Slutchaser.” Rumble said as one of the clones place the gag back on Cloudchaser’s mouth. She glared at Rumble, and deep down Rumble knew that she’d never stop hating him. That she wasn’t kidding. She would kill him if she had the chance. “Good job. Now can one of you go get a pen and paper? I need to make another mail order.” Rumble said to which the clone that glare at Cloudchaser walk off to do just that.

Cloudchaser’s teeth bit down on the ball gag so hard her gums started to bleed. Her heart shattered, and her soul crushed, she had only one thing driving her. Revenge. Her fists clenched so hard her knuckles went white. Rumble could see the lights in her eyes vanishing. Cloudchaser felt cold and hollow.

“Good. The fight in you is gone just like your sister..”

Cloudchaser cuts him off as she dislocates her arms just to headbutt him.

“Ow! Son of a bitch!” Rumble yelped as he punched Cloudchaser in the head very hard.

Cloudchaser screamed, but not at Rumble’s punch. Instead, she was screaming at the pain of her dislocated arms.

“Lock this door when you leave this room Roseluck 12.” Rumble ordered the bored looking clone while he got his armour back on and left the room followed by the clone who closed and locked the door.

Cloudchaser cried at the pain and looked away from Rumble. She was freezing cold, and felt a bit woozy. She might’ve been getting sick.

“Have you found that old bully yet?” Rumble asked the Roseluck’s clone who shake her head. “Damn. Keep looking. I want that bitch as my sex toy by the end of today.” He ordered which the clone did so by running off.

Cloudchaser felt her throat going soar. Yep, she was sick with a ball gag in her mouth. She also noticed her pussy was bleeding. Before she could do anything, she passed out.

Starlight kissed Night Glider lovingly. “I’ve got the wedding planned out already. All we need is a… Cermen I think.”

“I think Sugar Belle is looking for one.” Night Glider said as she kissed Starlight and also playing with Starlight’s breasts.

“I sent for Amber to come here immediately. I was thinking she could be a fun plaything.” Starlight replied as her hand went to tease Glider’s pussy. Her smile then dropped all of a sudden.

“Is something wrong Starlight?” Night Glider asked in concerned.

“Rouge is planning on betraying me… I can tell…” Starlight said darkly.

“How can you tell?” Night Glider asked confused.

“I overheard them talking about using the Crystal Heart on me.” Starlight growled.

“What should we do?” Night Glider asked worried about what the Crystal Heart might do to them.

“Well, we could alter Twilight’s mind to kill Rouge in her sleep. Then I can take over, and this world shall be equal.” Starlight said, then licked Night Glider’s cheek. “You… You wouldn’t betray me, right?”

“No I wouldn’t betray you Starlight.” Night Glider answered as she licked Starlight’s neck.

“Please don’t leave me…” Starlight begged, tears brimming in her eyes. “You and Sugar are the only ones who have stayed in my life…”

“We will never leave you Starlight. You are too cute to leave.” Night Glider said giving Starlight a hug.

Starlight’s magic went into Night Glider’s pussy. “Thank you…”

“You're welcome.” Night Glider said as she moaned from the magic entering her pussy.

“When is Sugar Belle getting back?”

Sunset’s Phantom Shadow had gotten to Sugar Belle and freed her mind from the mind control.

“Starlight has been using you.” The Phantom said, before vanishing.

“N-No. That can’t be true. Starlight had made me happy and equal..right?” Sugar Belle asked herself not sure what to believe anymore as she decide to get something to drink to clear her head.

“When she took your Cutie Mark, she put you under her brainwash. She did so to your entire town.” Her Cutie Mark appeared on her flank.

“B-But she said cutie marks are evil and would bring disharmony.” Sugar Belle tried to reason with herself while the bun equal style mane becomes untie slowly.

“And yet she keeps hers. They are as natural as your legs, arms and head.” The Shadow appeared again, this time more fleshed out. Her body was purple, and her eyes were red. “Come with me, you’ll see how the world truly is.”

“I- No I can’t. I love Starlight too much.” Sugar Belle said her mane become poofy like Pinkie’s.

“Do you? Or did Starlight put those feelings into you?” The Shadow said as she kissed Sugar Belle. They were suddenly in a house, and Sugar noticed the Shadow was naked. “Are you into women? Or would you prefer a stallions touch?”

“I-I can swing both ways.” Sugar Belle as her dull fur and mane colour start to bright up.

“You’re just a bimbo to her. A sex toy. Do you really think that the first time she met and raped you, she had good intentions?” The Shadow said as she crossed her legs in a seductive manner.

“I-I don’t know.” Sugar Belle whimper with a blush as she now look completely de-equalized.

“Oh come on now. Do you really love her? If you do, you’ll kill me to get back to her. You’ll marry her, and she’ll keep using her magic to enslave the minds of those around her. Or, if you understand that you don’t love her, you’ll masterbate in front of me.” The Shadow mare said, leaning back.

“Well..She seemed nice when I first met her.” Sugar Belle said not noticing she was fingering herself while staring at the Shadow mare.

Shadow smirked as she watched Sugar Belle. “So you’re deciding…”

“I-I suppose I could go with you.” Sugar Belle said as she was panting from the fingering.

“Good… You’re almost there, sweetie…” Shadow said with a smirk.

“Y-Yes.” Sugar Belle said as she start to moan like crazy from the fingering even faster.

“I’ll be with you through this…” Shadow said. “We’ll make Starlight pay.”

“Yes.. Make Starlight pay.” Sugar Belle said as if she was in a trance as she cums on the ground.

“Do it again, and I’ll join you.” Shadow said, grinning.

“Make Starlight pay.” Sugar Belle said as she cums again.

The Shadow stands up and sends a tendril into Sugar’s pussy, and into her womb to fill her with seed as she fucks the mare.

“Oooh yes. Fuck me! Fill me with your cum.” Sugar Belle moaned as her eyes was grazed over with lust. The Shadow rolled her eyes as her tendrils finished Sugar Belle off.

“You’re going to rest, and when you wake up you’re going to tell Starlight you’re breaking up with her.” Shadow said. “Understand?”

“I understand.” Sugar Belle said as she fell asleep on the ground.

The Shadow mare felt something odd in her chest. Was it love? She decided to kiss Sugar Belle on the lips to find out.

“Hmm..Good...kisser..” Sugar Belle said in her sleep.

Meanwhile in Hoofington.

“Where are we?” Asked a human girl who is wearing dark green clothes, that look like it was made out of plants, black hair, that was done up to look like she had horns, and glowing green pupiless eyes. She was standing there looking very confused.

“Ow… You’re standing on my back…” A blue haired, green eyed, pale skinned and darkly dressed girl said under the human.

“Oh. Sorry.” The green dressed girl said with a blush as she step off from the other girl. “What happen to us? Where are we?” She asked.

The girl on the ground looked up. “What are we!?”

“I don’t know. I look like a plant girl and you look like a rocker with blue fire hair.”

“Wait, that means… I’m Ember and you’re-!”

“Sam. Well.. the one that she became a plant queen from that one episode.” Sam said as she look at herself in a reflecting window.

Ember looked over the edge of the building. “Uh… Babe? Are ponies in normal cities?”

“Uh..I think so unless we are both high on some drugs.” Sam said as she look over the edge and notice a pony on a building site was cutting down a tree and for some reason it made her angry. She start growling.

“Uh… Babe? What’s wrong?” Ember asked.

“That pony… he is hurting that tree.” Sam answered her hands was gripping the edge hard enough that it cracked from her building rage. “He is hurting my child.” She added growling.

“Your… What?” Ember asked.

“Child. Those ponies are hurting my children!” Sam yelled in a rage as vines come out of her back which she use to climb down the building they was on to get to the building site.

Ember mouthed, “What the fuck?” As she backed up.

“I WILL HAVE MY REVENGE!!” Sam shouted as she tearing the building site apart without harming the remaining trees left standing. This cause the ponies that was in the area to run in a panic.

“S-Sam! Wait!” Ember cried out.

But Sam was in too much of a rage to lesson as she created a plant that look like a huge black brain. Which grew vines that attached themselves to the back of nearby ponies necks. “You won’t harm my children anymore!” Sam yelled as she created more plants.

Ember quickly used her new guitar to fly down to Sam. “Sam! What are you doing!?”

“What it look? I’m avenging my children by turning this city into my garden and having these ponies work to keep my new children happy.” Sam answered as more plants appeared covering the streets and buildings.

“Sam, they’re not your kids!” Ember said. “Snap out of it!”

Then Sam shakes her head and look confused. “Uh Ember? What just happen?” Sam asked while the city is still being covered with plants and ponies being taken control of by the mind vine.

“Sam, you’re doing that thing from the episode! You’re becoming Poison Ivy!” Ember shouted.

“Uh..Isn’t she a Batman bad guy?” Sam asked while rubbing her head.

“Well, yes, but you’re acting like her.” Ember said. “You kept screaming about your babies.”

“I did? All I can remember was getting mad at that pony for cutting a tree and for some reason I felt like a mother seeing her child getting hurt.” Sam said still rubbing her head like as if she got a headache.

“Well then you are acting like Poison Ivy. Look what you did!” Ember gestured to the city.

“Huh?” Sam said as she looked around wide eyed at the city that is now covered plants and every pony is now under the control of the mind vine. “I did all that?” She asked dumbly.

“Yeah…” Ember deadpanned.

“Wow. It looks pretty now with all the children.” Sam said as a nearby yellow flower rub Sam’s cheek lovingly.

“The fuck? Ah screw it, I’m gonna go do something else.” Ember said as she turned to go.

“Where are going Ember? We still don’t know where we are.” Sam asked Ember concerned.

“Well, you’re looking at flora, so I’m gonna go scope out the area.” Ember stated before hovering off on her guitar.

“Where should we meet up?” Sam asked while she was petting the yellow flower. “I think I will call you Flowy the Flower.”

“I’ll… Meet you at the tallest building.” Ember shrugged.

“Ok. I will see what info these ponies have of this land.” Sam said as she call a mind controlled mare over to her.

Ember narrowed her eyes before leaving.

As Sam was getting the enslave mare to tell her everything she for some reason can since another plant hybrid from someplace else.”

“Who are you?” She thought hoping at the other plant hybrid can hear her.

“Who are you?” A voice rang through Twilight head.

“Twilight Sparkle…” Twilight thought instinctively. She way laying in bed with many covers on her.

“The Pony Princess of Friendship?” The voice asked sounding surprise.

“Formerly Princess of Friendship… Now just sex slave of Queen Rouge… Wait, who are you? How’d you get in my head?” Twilight sneezed.

“My name is Sam Manson the Queen and new mother of plants. I was sensing a plant hybrid like myself by the mindvine and I thought I want to hello my child.” Sam answered sounding sad for what became of Twilight.

“New chi- Never mind… Look, I don’t really believe you, but whatever. You have no idea the pain I’m going through.”

“I can sense the pain you having from your breasts you poor dear.” Sam said sadly.

“It’s not just my breasts…” Twilight grumbled both mentally and physically. “My whole life is gone. My friends, my family, my home, and my freedom…”

“Oh you poor thing. Maybe I can help.” Sam said as a vine popped out the ground next to Twilight’s bed with a flower that had petals that can be used as a tissue.

“R-really?”

“Yeah. I could get you your freedom back.” Sam said truthfully as a flower popped out of the vine and rub Twilight’s cheek lovingly.

“Please…”

“Gladly.” Sam said as a huge flower bud break out of the ground next to the bed and open up. “Hop in my child.” She added.

Twilight hesitated, but decided any other fate would be a blessing.

“Hey Twilight. I got some water for you.” Rouge said as she enter Twilight’s room only to notice a huge flower bud in the middle of the room. “Where did that come from?” She asked dumbstruck.

Fear struck Twilight, and Sam felt that fear.

“I will help you get into the bud!” Sam said quickly as vines came out of the bud, that just open itself up and wrapping Twilight up and pulling her into the bud, Twilight yelping all the way.

“Hey! Where do you think you’re going?!” Rouge yelled as she runs to the closing bud but wasn’t fast enough to catch it as it went underground with Twilight inside of it. “Damn it! Guards! Twilight Sparkle has been kidnapped!” Rouge yelled out as she ran out to get some guards.

To be Continue.

Chapter 14

(Hoofington)

Sam is standing on top of a vine cover building waiting for Ember as the bud she send out to go get Twilight appeared from the ground in front of her. Which it open of and let Twilight out.

“Welcome to Vine-Hoofington my child.” Sam said to Twilight sounding motherly.

“My head…” Twilight groaned.

“Your mind is being connected in more with the plants and vine mind dear.” Sam said while giving Twilight a rub on the back.

“What’ll happen to me? Rouge will come here and I’ll end up dead…” Twilight said, zoning out.

“Not if me and Ember anything to say about it. Also I am helping to get your magic back by connecting you to the plant’s magic.” Sam answer while giving Twilight comforting hug while not noticing a flower popped out of Twilight’s head.

“This ring on my horn needs a key. Without that, my magic is virtually nothing… Is nothing...” Twilight sighed. “I even can’t disobey her… I can barely do anything.”

“Don’t worry. I will look after you my child.” Sam said with a motherly hug. “We can work around it.” She added.

“The worst thing is… Part of me wants to be with her…” Twilight cringed. “And I know how fake that part is…”

“What does your other parts say?” Sam asked.

(Years Ago, Earth)

Becky, at the age of 6, was about to meet her mother's boyfriend for the first time.

“Who are we meeting mommy?” Becky asked with a very cute face.

“You’re going to meet my boyfriend and his little girl Jenny.” Becky’s Mother said as she rings the doorbell to the house of her boyfriend. It was almost instantly that the door was opened by a nice-looking middle aged man wearing a dress shirt and pants.

“Hey,”He started, then looked at Becky, “So this is the little troublemaker you were telling me about? She looks harmless.” He joked.
“I am not a troublemaker. I am cute.” Becky said as she puffed her cheeks out in annoyance.

“That you are!” He said, laughing. “Where are my manners? Come in.” He moved away from the entrance. “It’s not much, but it’s home. Dinner’s almost ready, if you want to meet Jenny she’s upstairs in bed. She likes to sleep a lot.”

“Ok.” Becky said as she walks to find where Jenny’s room is and found her sleeping on the bed, over the covers in light green pajamas. “Aww. So cute.” She said quietly as she got closer to Jenny. “I wonder what she is dreaming.” She said as she was closer.

Jenny moved to her side, her hand leaning off the bed. Becky then move own hand close enough to touch Jenny’s hand.

Jenny hummed it her sleep and pulled Becky’s hand closer to her chest.

“So cute.” Becky said quietly as she stand there for a hour or so.

Eventually, Jenny started using Becky’s entire body as a body pillow, her arms and legs wrapped around her.

“Becky. It’s time to go home.” Becky’s mother said while poking her into the room.

“Ok Mum.” Becky said before saying goodbye to Jenny as she leaves the room.

“Bye…” Jenny said in her sleep.

“I can’t believe that Lich took one our guards.” Rouge said in annoyance.

“And all of Ponyville.” Peridot said, seething as she sat on the ground, bored.

“Well since Ponyville is now empty. What do we do with it?” Rouge Peridot.

“Well seeing as it’s on fire, and we’re barely able to keep that fire from the everfree… Nothing.” Peridot replied with a yawn.

“Well… I suppose we could build a new town there once the fire goes out.” Rouge suggested as she notice guard that had a nosebleed and a smile was walking by.

“With what civilians, they’ve all joined our guard or left this universe entirely. There’s no point in rebuilding.” Peridot stated. “It’s a waste of resources. I mean, the only valuable thing there was Sweet Apple Acre, and since you turned AJ into a Broodmare for Carrot Top, turned Applebloom into a Bimbo, and I even heard that Big Mac was dead since they found a body. That place is gone, useless, and a waste.”
“Well I suppose you are right on that. Those Bimbo Rainbow clones are going to over run anyway.” Rouge said with a sigh. “Anyway. Any luck on getting Twilight back?” She asked.

“We know that she’s not in Canterlot…” Peridot said, shrugging.

“Has the guards traced that vine back to it source?” Rouge asked knowing it was that plant that took Twilight.

“Not yet, as it’s a long tunnel.” Peridot said.

“Well I guess there nothing we can do until the guards report back again.” Rouge said with a sigh. “Anyway. Any ideas on what we should do about that mirror pool?” She asked.

“Lock it away and destroy anything to do with it. That thing’s a waste of resources. I’ve heard from Carrot Top that Cheerilee hasn’t returned.”

“She might have been gangbanged to death or reduce to those Rainbow clones’s pet.” Rouge said with a sigh. “We will have the mirror pool sealed off if not then the whole EverFree Forest if we have to.” Rouge said as she spot another guard walking by with a nosebleed and a tent in his pant.

“What the hell?” Peridot asked.

“Look like somebody had seen something he likes.” Rouge said while eyeing the guard. “Want to go see where he has been?” She asked Peridot.

“No…” Peridot groaned.

“Why? It might be fun unless we ask that guard.” Rouge said as she saw yet another guard with a nosebleed walking by.

“I do whatever you want me to do…” Peridot grumbled.

“Then go ask that guard and find out why he has a nosebleed.” Rouge said as she get’s up from her throne.

“Fine…” Peridot grumbled as she got up.

“Enjoy. Now if you excuse me I am going to donut Joe’s for some donuts.” Rouge said with a lick of her lips as she fly out of the room.

“It was my day off today…” Peridot grumbled to herself as she made her way to the guard. “Hey peon! What’s with that bloody nose!?”

“Oh..Uh… Our Trainer Bunnie came back from getting coffee and she look like a totally bombshell.” The Guard answered Peridot’s question while trying to hide a blush.

“Ugh…” Peridot began heading towards the training grounds.

“And she is huge and sexy.” The Guard call out to Peridot.

“Oh my gosh…” Peridot snarled. “I’m surrounded by idiots.” Once she arrived, she looked for Bunnie.

“Howdy Peridot. Are you looking for someone?” Bunnie asked while looking down at Peridot as she was drinking some coffee.

“What happened to you?” Peridot asked, cringing.

“I got a sexy upgrade from a gal name Ava when I visited Sugar Lich to clear some stress away.” Bunnie answered while moving one of her long bunny ears out of the way of her face.

“Bunnie, you look like a retarded circus performer. It’s hideous.” Peridot stated. “And now you’re a bigger and more obvious target… Dumbass…”

“Oh you are just jealous because I am far more busty than your sis.” Bunnie said as she pick up Peridot and hug her which she ended up being trap between the Rabbot’s bust.

“... Why would I care about my sister's chest size? You are a walking target! You’re ten feet tall while even with my limb enhancers I’m at least a five! Not to mention I barely fit into things!”

“Oh Does Doty need aunty Bunnie help to get rid of some stress?” Bunnie asked.

“No… You’d crush me to start, and your body freaks me out. Plus, I’m a gem. My body is an illusion.” Peridot deadpanned.

“Ok. Well if you change your mind you know where to find me.” Bunnie said as she put Peridot down and walk away while causing some guards she walk by to make a pinging sound from there pant.

“Not likely…” Peridot said with distaste, then started to head to her room. “Knowing everyone else, they’ll like the change… AM I THE ONLY SANE ONE AROUND HERE!?!?”

“I think so sugar.” Bunnie said from outside of the room.

“Are you following me?” Peridot asked.

“Nope.” Bunnie answer from far away.

“I bet Lapis is sulking in her room, Rouge is fucking someone, Jasper’s… Doing Jasper things, and Amy’s probably playing with that Sonic girl.” Peridot grumbled. “Now I have to deal with a giant as fuck OP rabbit that’s a bigger annoyance than Jar Jar…”

“Hey don’t put me with that lame star wars character!” Bunnie shouted from afar sounding offended.

Oh my god, she can hear me from that far away? Peridot fumed as she stomped to her lab.

“Well I do have big ears you know.” Bunnie said in a deadpan tone of voice.

“Did you just read my mind!?” Peridot screamed.

“You was thinking out loud.” Bunnie said with a giggle.

“Stop listening in!” Peridot shouted. “Or I’ll make you!”

“Ok ok. Jeez.” Bunnie said as she went silent.

“I hate people…” Peridot moaned in annoyance once she reached her lab.

“Like come on Cheerilee. Wake up.” The original Dashie said while shaking Cheerilee’s body but no response.

“They overdid it…” A Lyra clone said, looking the broken Changeling over.

“Aww. I like didn’t get a chance to bang her yet.” Dashie said disappointed as she put Cheerilee down. “Like now what?” She asked.

“You could go home.” The clone said. “Or you could bang her. Her eyes are open… Or… Eye...”

“Oooh. I choose bang her!” Dashie said happily as she start kissing Cheerilee for a few minutes. The Changeling tried to stop Dashie, but was too weak. Suddenly, two Changelings entered the area.

“There’s the queen!” One of them announced. The Lyra clone squeaked and jumped into the pool. The duo knocked Dashie out and dragged the two away and back to the hive.

When they arrived, they announced they had the missing queen via hivemind.

“Is Cheerilee all right?” Carrot Top asked from the hivemind sounding worried.

“S-see for yourself, my queen...” The drone said feebly. Once they arrived at Carrot’s throne, they set Dashie and Cheerilee down.

“Oh my Celestia. Get Cheerilee to the medical chamber as fast as you can and take Rainbow back to the broodmare chamber!” Carrot Top ordered her changelings, and they were quick to follow her orders. “Please pull through Cheerilee.” She said to herself very worriedly.

“With our luck, Applejack’s next on the chopping block, with what happened to Derpy and Cheerilee…” A Changeling said. “Should I inform Queen Rouge?” Unlike most Changelings, this one had a female gender.

“Please do and see that any or all of the clones that in the forest are rounded up alive.” Carrot Top ordered the changeling.

“As you wish.” She replied, before buzzing out.

“Now what should I do with those clones.” Carrot Top asked herself as she start to think of what to do with all of the clones.

Not too long after, the female Changeling returned. “The message was sent. There was already a Changeling there. Is there anything else you want, mother?”

“Well.. I got a question for you. How come you are the only female changeling that’s not a queen?” Carrot Top asked the changeling.

“I am the child of you and Chrysalis. Therefore, I’m gifted with your form.” She said.

“Really? Huh? Well.. would you like to help me with Derpy in bed later?” Carrot Top asked the the Changeling.

“I live to serve you.” She said with a bow.

“Good. Then I will see you in a few hours. Right now I to have half of the rounded up clones send to Rouge while the other half are all place in the broodmare chamber.” Carrot Top said as she walk off to do some queen duties. “Hmm I think I will called her Sticks.” She said to herself.

“Hello again Pinks.” Rouge said to Pink Taffy as she sat on a chair in Donut Joe’s.

“H-hello your highness…” Pink said.

“Some of the best donuts you got today.” Rouge ordered.

“Of c-course.” She said, before going into the back. She returned mere moments later with a tray full of them. “M-mister Donut’s sick today, so they most likely won’t be as good.”

“I will be the judge of that.” Rouge said as she took a bite of a donut. “Wow. These donuts taste so good.” She added as she eats more moaning in pleasure from the taste.

“They’re not that great.” Pink Taffy said.

“They are amazing.” Rouge said while eating one donut and have two of her fingers in a hole of another one that’s on the plate.

“Is that it, your highness?” Pink Taffy asked.

“How about some coffee to go with these donut’s.” Rouge said moaning while chewing on a donut.

Pink Taffy bent over to get the ingredients.

“Nice backside by the way.” Rouge said while staring at Pink Taffy’s ass.

“Eek!” Pink Taffy squeaked and straightened out. She started brewing the coffee quickly, shaking.

“Hehe. I take it I am the first one to say that to you?” Rouge said with a small giggle.

“P-please don’t do this. I’m not interested.” Pink Taffy said fearfully.

“Fair enough. Are you shy or do you have a girl/boyfriend?” Rouge asked the mare.

“I don’t care about relationships. I’m always on the move.” Pink said.

“Ah. Go wherever the wind take you. I can respect that.” Rouge said nodding.

“I don’t need your respect.” Pink Taffy said with a bit of annoyance.

“Oh well. Whatever floats your boat.” Rouge said with a sip of coffee. “Mental note. Get a boat.” She said to herself.

“What was that?” Pink asked.

“Just made a mental note to have a boat built for when I want to go on holiday on the sea in the future.” Rouge answered Pink’s question.

“You realize most cities with water near it are fighting against your rule…” Pink deadpanned.
“Which is why I would have some bodyguards on broad. I will work on more details about it later. Right now I need to see that the mirror pool or the whole forest to be seal off.” Rouge said as she finished her coffee.

Pink Taffy dropped what she was doing and froze.

“Now that I think about it. It maybe for the best to have the whole forest seal off. Hopefully to keep all those bimbo Rainbow Dash clones inside so that nobody can be gangbang by them.” Rouge said while looking into the air in throught.

Pink Taffy sprinted out of the store.

“Huh? Where is she running off to?” Rouge asked in confusion before paying the bill and head back to the castle.

A unicorn stallion with light purple mane and yellow coat walked out of the train station. He wore a long purple, black and white trench coat over his white t-shirt and black pants. With him was a shorter cloaked figure with bat wings, and another cloaked figure with a purple horn sticking out.

The male stretched and yawned. “Ahh~! What a lovely day! What do you two think?”

The bat winged pony didn’t speak, but the unicorn did.

“It’s… Brighter than home…” She spoke. “Why are we here Comet Tail?”

“Tsk, tsk, tsk. Asking the obvious again, aren’t we Radiant Hope?” Comet Tail asked. “Look, I’m here because my demands weren’t met. Sunset may have bit the dust, but that doesn’t mean her lackies can leave me to rot!”

Radiant Hope sighed. The trio then made their way to the castle.

“The system we’ve set up is already falling apart. Fifteen nobles that supported Shimmer have been arrested, and ponies like Suri Polomare, Tree Hugger and Limestone Pie haven’t been recognised for their part!” Comet listed off.

“Or me…” Radiant said coldly.

“Of course master, and you.” Comet said. Soon enough, they arrived at the gates. “I demand to speak to Rouge!”

“Do you have an appointment with Queen Rouge?” The guard on the right asked.

“Uh… No… But She can put aside whatever she’s doing for this. I have something important to tell her.” Comet said sternly.

“Hang on. I will see if She can see you now.” The guard on the left said as he went into the gate.

Comet grinned triumphantly. “Heh, see? What’d I tell you, easy peasy. There might not be any problems this time.”

“Last time you said that a temple guard lodged a spear through your knee.” Radiant Hope shot back, and Comet Tail chuckled nervously.

“You’re right.”

Ten minutes later the guard comes back out of the gate. “Queen Rouge said she will see you now.” The guard said.

“Take me to your leader!” Comet shouted.

“Sure just don’t say that like if you are an alien or something.” The right guard said with an eyeroll before leading the group.

Comet Tail rolled his eyes and walked in.

“Have you fix that wall yet?” Rouge asked a guard that standing in front of her went the group entered the throne room.

“It is almost done your highness.” The Guard answer as he was swearing a little bit if you look at him really close.

“Good. You are dismissed as I got more ponies to deal with.” Rouge said as the nodded and left.

“Hey bitch!” Comet shouted, walking into the room with pride.

“Uh.. I beg your pardon.” Rouge said blinking like an owl.

“Hello, which is a form of greeting… Bitch, a term of distaste for a female.” Comet Tail said insultingly. “What other word combination would I use for the bimbo who ruined Sunset’s plan and basically spat on her grave?”

“Not my fault the former Changeling Queen betray us by killing Sunset and leaving me to do my best at ruling. Beside do I know any of you?” Rouge asked while trying to remain calm.

“You should know one of us. Maybe all of us.” Comet Tail said. The cloaked bat pony removed her hood, revealing her burnt and scarred face. “Fangg here remembers you.”

“Oh yeah. But didn’t you kill yourself back then?” Rouge asked in confusion.

“Sunset had bigger plans for this lovely mare,” Comet said. “Name’s Comet Tail, I worked for Sunset long before you did.”

“Really? Then how come Sunset never told me about you?” Rouge asked while Sunset, who was laying behind the throne sweatdrop while wishing that she could facepalm right now.

“Let’s just say that she kept secrets from you. Maybe she didn’t trust you? The important matter is that I really did work with her, and so did other ponies. Now I’m here for my recognition.” Comet Tail said, dusting his purple trench coat’s sleeve.

“Recognition? For what?” Rouge asked confused about what this pony want.

“For what? For what!? I’m the one who got my hands dirty! You think the dark magic Sunset played with was powerful!? I’m the one who found Starlight and her cult, I’m the one who recruited Lightning Dust, I’m the one who killed Sombra damn it!” Comet Tail yelled. “Sunset promised me power and what do I have to show for selling my soul? You playing princess!”

“What kind of power did she promised you?” Rouge asked with a sigh.

“Anything I wanted. You see, all my life I’ve been picked on, called names… Shunned. But riches aren’t what I want. I want, most of all, to have a place in the castle.” Comet Tail said darkly. “And to be recognised as one of the people responsible for taking Celestia down.”

“Sister Rouge, some of the nobles want to get rid of a… Rock farm to build an amusement park! Or a new town.” Peridot shouted as she walked into the room.

“What?! Well stop them.” Rouge said to Peridot but then pause to think for a minute before looking at Comet Tail with a grin. “On second through. There is a way to have you to be recognised Comet Tail.” Rouge said evilly.

“What?” Comet said, eyes narrowing.

“Doe’s being recognised as Equestria’s newest hero sound good to you?” Rouge asked grinning.

“No… I could care less about that.”

“Think about it. If stopped those nobles from ‘killing’ those farmers your will get the title of hero and you will be rewarded along with being the most respected pony in all of Equestria.” Rouge said to Comet Tail not losing her grin.

“I… Suppose…” Comet Tail said. “What would I have to do?”

“When these nobles get to this farm. You are to catch them all alive by any means like if you want to use dark magic on them. And place weapons by them so when the guards come they will think that those nobles was there to murder some farmers. After that I will see to that all the newspapers has you on the front page.” Rouge explained.

“Rouge, these are the cleared nobles though. That farm hasn’t been doing well and think that-” Peridot tried, but Comet chuckled, cutting her off.

“It’s still not their property.” Comet Tail countered. “Plus, the current owner has contributed to Rouge’s rule.”

“So I take it you will do it?” Rouge asked Comet Tail.

“Sure.” Comet Tail said. “Oh, would you take care of Radiant Hope and Fangg?”

“Sure. They can claimed any one of the guest rooms as their rooms.” Rouge said before looking at Peridot. “So when does these Nobles show up at this farm?” She asked her sister.

“This afternoon.” Peridot said grumpily.

“Excellant. Comet Tail can go there now and set up an ambush for them.” Rouge said to Peridot before looking back at Comet Tail. “Does that sound good to you?” She asked the pony.

“The sooner the better.” Comet said then walked off.

“I’m really ashamed that you haven’t found my list of names of people I had on my side. From what I hear one of them was even killed after my demise.” Sunset said coldly.

“Well you never told me you had ponies like Comet working for you before I came along.” Rouge answer back as she went behind the throne to look at Sunset.

“Lightning Dust and Starlight didn’t clear that? I only told you the ones we needed at the time. I also said there were a lot more than those two working for me. Heck, Fangg killed my Griffin contact.” Sunset said, unmoved by Rouge’s words.

“Regardless. I am going to need to know where that list is or you can tell me who works for you.” Rouge said as she gave Sunset a kiss.

“Since you’re talking about the rock farm the Pies own, Limestone works for me, although making Pinkie a slave and Maud a broodmare might’ve been a mistake.” Sunset said. “And my secrets are where I always put them. Under my pillow back at the watchtower.”

“Ok. I will send Bunnie to get the list. Hopefully it’s not over run by bimbo Rainbow clones.” Rouge said as she gave Sunset another kiss.

“Why am I here? Those guards are eyeing me.” Sunset grumbled.

“I need you close plus I told the guards if they so much as touch you. I will rip their balls off.” Rouge said while hearing the nearby guards gulping at what she had said.

“At least give me a blanket or clothes damn it.” Sunset said angrily.

“Ok.” Rouge said as she took a blanket from under the throne and place it on Sunset.

“You had that this whole time? Why are you torturing me?” Sunset asked. “I’m already paralyzed, aroused to no end, and I fell on my leg this morning, now it’s sore, and I’m sore. Plus I have to deal with hearing things but not seeing it.”

“She also needs a bath your highness.” One of the guards remarked.

“I use this blanket for when I want to take a nap on the throne and I bathed you this morning.” Rouge said while giving the guard a quick glare.

“No, your highness… Look between her legs.” The guard said, blushing.

“She can’t cum.” Rouge said before looking to see that there some pre cum inbetween Sunset’s legs… Actually, it was all over. “Ah” She added.

“Don’t you dare.” Sunset threatened.

“Hehe. I think I will eat you out before I go to order Bunnie to get the list.” Rouge said as she began to lick Sunset’s pussy. The resurrected mare gasped and moaned.

“R-Rouge, n-not in f-f-front of the guards! A-a-and why a-are you doing th-this!? I-it hurts!” Sunset was barely able to get out.

“Don’t worry. I can just use an heal spell and the guards are told not to say a word about this.” Rouge said to Sunset.

One of the guards tried to hide his boner.

“D-doesn’t h-help the pain~!” Sunset cried. “I-I never stop f-feeling this high so the longer you g-go the more intense I feel! When you stop, I stop f-feeling the pleasure b-but the n-next touch is worse~!”

“Ok. I will stop for now.” Rouge said as she got back up. “I need to go tell Bunnie anyway. So I will be back later.” She added as she walks off.

“... Ugh…” Sunset said, sweating.”

Applejack had finished with her broodmares and took Coloratura to her newly made throne and sat down with her love in her lap.

The ex-farmer sighed. She wanted to be happy with every fiber of her being, but she couldn’t. She had Applebloom back, but she still felt hollow. A voice in her head told her to do things she didn’t want.

“Why the sad face AJ?” Coloratura asked concern for Applejack’s well being.

“I feel like I’ve lost a part of me…” Applejack said, hugging the former singer around her waist.

“How’s so?” Coloratura asked hugging back.

“I feel bitter when I saved my sister… My happiness is almost not a thing… And I only seem to want sex and control over Equestria…” Applejack said. “And I’ve been getting… Cold.”

“Want me to help warm you up?” Coloratura asked with bedroom eyes.

“It’s in my chest… But I wouldn’t mind…” Applejack said.

Coloratura smiles at this as she begins to play with Applejack’s breasts while she also start to lick Applejack’s neck. Little did she know Vinyl had entered the room and decided to go and finger both Applejack and Coloratura at the same time.

“V-vinyl, wh-what are you doin?” Applejack asked.

“You look like you needed some cheering up.” Vinyl answer while Coloratura was moaning from the fingering.

Applejack moaned, and eventually came follow by Coloratura.

“Th-That was good but not as good as AJ.” Coloratura said while panting.

“I want a snack…” Applejack said. “Get that little pussy up here.”

“Which one?” Both Vinyl and Coloratura asked at the same time.

“Vinyl… Ra-ra, you get something else.” Applejack said as her dick appeared.

“Oooh.” Coloratura said smiling as she eyes the dick while Vinyl move to place her pussy on Applejack’s mouth.

Applejack started to lick, while Coloratura rod on her.

“Oh yeah! Screw me AJ! Screw me.” Coloratura said moaning while Vinyl was holding back a moan.

“So how are feeling now Dear?” Sam asked Twilight as the was sitting on top of a vine covered building.

“Better…” Twilight replied.

“Hey babe!” Ember shouted as she hover close enough. She was flying on her guitar in a panic. “Some… Of her kind with spears and gold armor are outside the town!”

“Not to worry. My children will deal with them in no time.” Sam said calmly as she focus on some huge vines and flytraps to fight the oncoming guards.

Ember sighed. “What are we doing?”

“Stopping them from taking Twilight back to the one who caused her so much pain.” Sam said as one of the vines send a guard flying into the mouth of a flytrap.

“I get that, but why should we care? We have no idea what happened to us, and you’re protecting a purple girl with big tits against a tyrant we don’t even know!” Ember complained as one of the Unicorn guards sent up a magical flare.

“She is also part plant. Therefore I must protect her like she is one of my many children.” Sam answer back as that same guards was all eaten by flytraps.

Ember shuddered. “How can you be so calm about this!? And did you just kill those guys!?”

“Somebody has to be in a time like this. And no I having those flytraps spit those ponies out far away from this city.” Sam answer with sigh as she sat down on a vine. “I prefer not getting any blood on my hands today.” She added.

“Today?” Ember asked.

“We may need to kill in the future.” Sam said with a sad sigh.

“What’s wrong with you, we’ve barely been here a day and it’s like I hardly recognise you!” Ember said.

“I hardly recognise myself too. I just don’t know why I am acting this way.” Sam said putting her hands on her face. Ember enveloped Sam in a hug.

“It’s okay, I’m here…” Ember said, enjoying the attention.

“Thanks Ember. But now we got to figure out what to do from here.” Sam said hugging Ember back before looking at Twilight.

“Well, taking out whoever used her might be good.” Ember said, pointing to Twilight.

“Yeah and helping her find happiness afterwards.” Sam said hugging Ember more.

“Maybe find a way home?” Ember asked. “Anyway you put it, I just want to be with you.”

“We will be together until the day we die or you die again since you are a ghost and all.” Sam said giving Ember a quick kiss on the cheek. Ember blushed. “So what shall we do in our garden city?” She asked.

“Uh… I don’t know. I forgot if this body needs to eat.” Ember said. “I’m… Dead… It’s just dawned on me...”

“I think you can still eat it will just be out of habit.” Sam said as she look in the mind vine to look for a place to eat and found. “I found a place to eat. So let’s go.” She added.

“Kay…” Ember said.

“Want to come Twilight? You look like you could use some comfort food.” Sam asked offering Twilight a vine to ride on.

“No thanks…” Twilight muttered.

“Give her time, babe.” Ember said.

“Ok Ember. I will leave the vine here in case Twilight decide to change her mind.” Sam said as she summoned another vine for her to climb on and ride it to the place she had found followed by Ember.

“She’ll be fine, Sam.” Ember said in an attempt to comfort Sam.

“I know Ember. But it so sad to see someone like her in such a broken state.” Sam said sadly while looking back at the building that is getting very far away.

Ember’s eyes narrowed as she looked away. Jealousy poisoning her head.

“Anyway. Later tonight we could find a bed and use these vines for our funtime. I know you got that fetish for tentacle hentai that the vine can be use for.” Sam said with grin as they stop at a cafe.

“Sam~ I thought you said you wouldn’t bring that up again~!” Ember whined, blushing profusely. “And I don’t think now’s the time for that! I’m still not ready!”

“But you look so cute when you blush.” Sam said with giggle. “Plus when is there going to be chance to use these vines for your fetish? Or when you are ready?” Sam asked as she took a seat at table and sent a order to one of her mind control ponies that work at the cafe.

Ember felt anger well up in her at Sam’s first sentence. She looked cute? She wasn’t even herself, she was Ember. She tried to think about her name, but mentally froze. She didn’t remember her name. The one her mom gave her before she died.

The flaming ghost growled. “I’m fire, you’re vines would burn.” Ember then hopped onto her guitar. “I’m suddenly not hungry… Meet you later.” She then zoomed off.

“Was it something I said?” Sam asked in confusion and worry for her girlfriend.

Velvet was setting in the red carpet in the throne room for Rouge. Her maid outfit was a size too small, which made her panties always showing. Suddenly a guard came running into the room with a panicked expression.

She bowed, before reading a scroll in her hand. “Your highness, our patrols found where the kidnapper is hiding out.”

“Excellent! Where are they?” Rouge asked the guard.

“Hoofington. The city’s covered in vines and plant life. A squad that went in havn’t come out yet.” The guard said.

“Then send more guards there but this time with gardening tools. You got that Sunshower Raindrops?” Rouge ordered the guard.

The light blue maned mare wrote it down in a second paper. “Yes your highness. Oh, also Changeling Queen Carrot Top requested more broodmares.”

“What about those Rainbow clones that are loose in the Everfree?” Rouge asked the guard while planning to find some mares.

“Most of them are gone.” Raindrops said.

“Hmm. Well send some of the former noble mares that we got in the dungeon to Queen Carrot Top.” Rouge ordered.

“The Changelings could become a problem.” Raindrops said, before bowing. “As you wish.”

“Your concern is noted. But I am not worried.” Rouge said giving the guard a calm smile.

“Maybe that’s because you’re not the one who’s losing someone with them…” Raindrops grumbled as she walked away.

“Now that is taken care of. It’s time to think on what do with that mirror pool?” Rouge asked herself out loud while staring at Velvet’s ass.

“You… You could study it…” Velvet suggested, unaware of Rouge’s interest.

“What do you by study it?” Rouge asked while getting closer to Velvet. “It makes clones by saying a chant.” She added.

“But it’s magic. All magic has its source. My daughter told me that.” Velvet said.

“Well. I suppose it couldn’t hurt to study it. And maybe make more clones but under a limit. We don’t want to be overrun like the Changeling Queens did.” Rouge said in agreement as her hand just touch Velvet’s ass.

“Ah! Wh-what did you do that for!?” Velvet yelped.

“You got a nice ass.” Rouge answered Velvet.

“Please don’t do that again…” Velvet pleaded, backing away.

“As you wish.” Rouge said putting her hand away. “Would you mind to go and asked Peridot if she can send someone to go study the mirror pool?” She asked.

“O-of course your highness.” Velvet said, before leaving.

“Why didn’t you make her let you touch her? I never knew you as someone to get told off.” Sunset said.

“The mare had suffered enough. So I am being kind to her.” Rouge answer Sunset as she went back to sitting on the throne. “Beside I bet I could get her in bed with me later.” She added.

“I picture her as the loyal widow type.” Sunset muttered.

“I doubt it after I told her that Night Light was a rapist.” Rouge said.

“And she’s gonna believe a total stranger who took over the land and just now sexually harassed her.” Sunset stated. “On another topic, why haven’t you un-paralyzed me?”

“The ponies I borrowed from sis are still working on a way for you to cum so you can move again.” Rouge answered Sunset’s question.

“I could tell you how to. You know that dick spell?” Sunset asked.

“The spell I got from Moondancer? Yeah. What about it?” Rouge asked with a rise eyeblow.

“Well, since my sex tool is broken, you giving me a new one should help.” Sunset explained.

“Ah. I see what you are getting at now. So should I give you dick now or later tonight in my room?” Rouge asked Sunset.

“Either way, I don’t care. Right now would relieve me, but I’d rather not have sex in front of guards.” Sunset stated.

“Tonight in my room it is then.” Rouge said happily before her throughs went else where. “I wonder where Pink Taffy ran off to?” She ask herself.

“What do you mean by some of them got away?!” Carrot Top asked a Changeling guard in anger.

“W-W-Well i-it seem that s-some of those Rainbow clones was smart enough to avoid us and got away.” The Guard answered while shaking in his chitin in fear.

“Most were taken by the lich!” A drone said.

“Please tell me you got at least one or two of those clones?” Carrot Top asked still angry.

“No… Well, one. But she’s a weird one.” The drone said.

“What do you mean by weird one?” Carrot Top asked.

“The clones keep calling her a reject… See for yourself.” The drone said.

“Bring her to me?” Carrot Top ordered.

After a little bit, they brought a younger clone of Rainbow. She was smaller in every way to Rainbow.

“L-let me go…” She whimpered, tears in her eyes. She had bruises and cuts all over her.

“A filly? They reject her because she was cloned as a filly?” Carrot Top asked as she had a closer look to the filly Rainbow Dash.

She shied away from the Changeling Queen, shivering in fear.

“There seemed to have been a few rejects.” The drone said.

The naked filly squirmed.

“Are all the rejects fillies?” Carrot Top asked feeling sorry for the filly.

“Not all, but there is another filly one apparently. There’s a reject who is sleeping eternally, one that is wingless, and another that’s blind.” The drone said. “But they’re all still able to be broodmares, even this little one.”

“Hmm. Send the sleeping and blind ones to the broodmare chamber and send the wingless and this filly to Rouge. Hopefully she will know what to do with them.” Carrot Top ordered the drone.

“But they’re all still useful.” The drone said.

“The filly is too young to be a broodmare. Now do as you are told.” Carrot Top ordered.

“Too young? She’s as young as any of the clones!” The drone said.

“Are you questioning my orders?” Carrot Top asked glaring at the drone.

“Y-yes. Giving her to Rouge would be a waste. No one’s there for her, and why would the Queen of Ponies care about a clone?” The drone said, shaking a bit. “This isn’t a living creature, it’s a creation of magic. And getting rid of a wingless Rainbow clone is even more wasteful! Forgive my indecency!”

“I suggest you do what I say right now or I will rip your head off.” Carrot Top said with a death glare.

“Y-yes my queen.” The drone said, and took the little clone away.

“My queen?” The female Changeling asked as she walked in.

“Yes Sticks?” Carrot Top said to the female changeling.

“Sticks?” She asked.

“That is your name.” Carrot Top answered.

“As you wish.” Sticks said. “How may I pleasure you?”

“Hmm lick my neck for a bit.” Carrot Top said. Sticks bowed, before hugging Carrot Top and began to slowly lick Carrot’s neck. A rush of love surged through Carrot from Sticks.

“Oh hehe. That tickles and feels so good.” Carrot Top said a giggle and a moan from the licks.

Sticks added kisses to her licking and started rubbing Carrot’s back.

“Oh yeah. That is lovely. Keep doing it.” Carrot Top said moaning. Sticks responded in kind and picked Carrot up, before taking her to a bed and setting her down. “You are really good at this.” She moaned.

“My existence is to be your sex slave, I live only to please you…” Sticks said lovingly, before continuing.

“But there alway more to your existence then just sex.” Carrot Top moaned.

“I’m a female Changeling. I have no other desire than to serve you.” Stick said, then switched sides. “All I want is to be with you like this…”

“Suit yourself. But just know that you can do more than just sex.” Carrot Top said while moaning.

“Did you ask me of more than sex when we met? Do you not know what I am? I’m useless in every sense of the word. Fighting? Shapeshifting? Even feeding off of ponies I fail to do. I can only feed from other changelings.” Sticks said, then licked across Carrot’s throat. “I’m not miserable… This is all I’ve ever wanted. To be with you.” Carrot felt Sticks juices dripping onto her stomach.

“Again suit yourself.” Carrot Top said as she hugged Sticks lovingly.

“Want anything else?” Sticks asked. Carrot noticed Sticks was lightly grinding her pussy on her thigh.

“Just keep laying on me for now. I need to take nap anyway.” Carrot Top as she went to sleep. Sticks checked to see if Carot was still awake, and when she was sure she was, carefully kissed her on the lips. After that, she adjusted herself so that her head was in between Carrot’s breasts and their feet were tangled. Sticks silently cried as she held Carrot in a hug, wanting to hear her mother's voice and feel her love.

“You are my favorite Changeling.” Carrot Top said as move her fingers to Sticks’ wet pussy. Sticks quivered in pleasure at the feeling.

“I love you…” Sticks whispered. “Please don’t leave me…”

“Don’t worry sweetie. I will never leave you.” Carrot Top whispered back as she finger Sticks faster. The little Changeling squirmed in pleasure, moaning as her legs clamped together. She started sucking on Carrot’s right tit. “That’s right. Drink up my little Sticks.” She cooed at Sticks.

Soon enough, Sticks came. But that seemed to only increased her sucking. “Don’t stop mommy…”

“As you wish.” Carrot Top said as she fingers Sticks faster than before with a little slap on the ass. Sticks accidentally bit down on Carrot’s breast. “Oh cheeky aren’t you?” She cooed again.

“Y-you slapped me… Did I do something wrong?” Sticks asked after letting Carrot’s tit go.

“Nope. You just got a nice ass.” Carrot Top said as her tail brush itself on Sticks’ foot. Sticks bushed and got wetter at the contact.

“Y-you can do it again.” Sticks said.

“Ok.” Carrot Top said as she slowly brushes Sticks’ feet. Sticks shuddered.

“I… I meant you can do whatever you want to my… ass.” Sticks stuttered.

“Sure thing.” Carrot Top said as she slap Sticks’ ass while brushing her feet at the same time.

“Ahh~!” Sticks moaned.

“Oh. You like that?” Carrot Top asked as she did it faster.

“Y-yes…” Sticks moaned weakly.

“Then here is more.” Carrot Top said as she did even faster.

Sticks shuddered before yelping.

“Cum for me Sticks. Cum for mommy.” Carrot Top said as she lick Sticks’ breasts as well. It didn’t take too long before Sticks did.

Sticks’ body was covered in sweat as she shivered.

“You did well today my little Sticks.” Carrot Top cooed as she lay there next to Sticks.

“Thank you…” Sticks said, before getting back on top of Carrot and started sucking on her breast again.

“Ahhh. That’s it drink up my little Sticks.” Carrot Top said happily.

There was a knocking at the door, and a drone spoke in. “My queen, I have urgent news.”

“What is it drone?” Carrot Top asked while letting Sticks continue sucking her breasts.

“One of our mini-hives were attacked a week ago. Their commander has returned and it appears the second messenger was intercepted there.” The drone said.

“What?! Who had attack them?” Carrot Top asked with a glare.

“A rebel cell in the area. It could be a problem as the messenger is a younger one, and her being captured could give away our location to that cell. Some of the Changeling Commanders think we should destroy their base.” The drone explained.

“Of course we should. Send some of our best Changeling soldiers to that base.” Carrot Top ordered.

“Uh… The messenger would die if you agree with the Commander's plan, and you seem pretty attached to this Messenger.” The drone said.

“Then I will send you to go save the messenger while our soldiers keep the rebels busy.” Carrot Top said to the drone anger.

“O-of course, your majesty.” He said, before running off.

“Good. Now then I think I will go to sleep while you drink Sticks.” Carrot Top said as she did just that.

Pink Taffy pulled the Lyra clone out of the Mirror Pool.

“What were you thinking? This water isn’t meant to be touched, let alone dove into!” Pink shouted. The Lyra clones skin pulsated as her fur turned blue.

“The one who seek power shall die by power. The one who gives their life shal have it restored. The one who is seen as a fool becomes a genius. And the one who was a genius becomes a husk…” The clone said, blood coming out of her nose. “Jealousy shall be forgotten. Fear into rebellion. And loss into evil…”

“What the hell?” Pink asked. The clones eyes turned white.

“These are the words of yet to come, amen.” The Lyra clones voice went deeper, before the clone fell asleep.

To be continue.

Bunny hopping part 1 Cream and Sugar

Author's Note

This chapter was written by GameJunkie7, ShadowsInTheDark and myself. enjoy

Bunny hopping part 1 Cream and Sugar

***Dr Arkadius pov. Site C***

I really wished we had better test subjects, but I made do with what we could get. Also there was something wrong with this world. But on the other hand that makes things better for my master’s control over this realm. Oh well, let see here.

“Test subject 0477-4 you were implanted with the parasite, how are you feeling?” I asked, all I got for a reply was an inhuman scream. I just looked at it as reached out to me with it insect like arms. “Good, you at least show that your mutations are coming along nicely.”

I smiled at this as I moved on to the next test subject, and I frowned when I saw her. The strange rabbit-like Displaced looked at me in fear, trying to hide her naked form. Who’s idea was it to make her naked? The fact she was terrified will ruin any kinds of tests I had planned for her. On the other hand it looks like the stupid gas that one pony was working on worked. I’m going to have words with that pony, maybe I should use him for my next experiment.

“Guard, please get this one something to wear. And if I find out one of you raped her you’ll end up on my table to help me with my work.” I ordered as the guard; Gates, nodded fearfully and ran off. I liked Gates, that one followed orders. And didn’t take things into his own talons.

I moved on to see to the Plagalings and some of the left over samples of Blight we have left. It wasn’t much but we can make more Broodmothers. “Hmmm, wonder if what’s left of my Farrows could help in this world. But on the other hand, no one is meant to know we’re here… I’ll speak to Leon about this.” Because while I disliked the frustratingly quiet fool, he was one of the few idiots I had any respect for in any capacity. Also, security was his detail, not mine.

I made my way past the other griffons and ponies working here, until I found who I was looking for. “Hello, may I have a word with you?” I asked walking up to the roan unicorn pony in question, what was his name again?

“Uh..Sci-Big sir.” The pony answered me, hm, I must’ve been thinking allowed again if he heard that bit of exposition.

“Oh right Mr Big, Funny. Anyway I wanted to talk to you about your work.” I replied as I picked up one of his notes, then started to read. As interesting as his work was, it was not why we’re here. “You were meant to be working on finding a safer way of removing the core. Without it trying to kill someone and I found your test subject… Why was she naked? And why are her breasts so large before the Broodmother strain was introduced?”

“Uh..Well...I was trying to get her body to a state where she can birth Plagalings faster than the normal Broodmothers can by pre-preparing her genetic structure.” Sci-Big answer with a small blush.

“Oh really? I think you had something else in mind right?” I asked looking down at him with a smile. “I understand, you just wanted something to help you not be stressed anymore right?”

“Uh--Well. I was going to alter her mind to a sex craving state. So she can be more willingly breeded, and not struggle like the older models when they needed a fresh batch of genetic material….” Sci-Big answered, sweating a little.

“I see, well I have to at least give you credit for trying but-” I grabbed the back of his head and slammed his nose into the table. Leaving him with a bloody nose. “-That's not your task, I have someone else working on the mind alterations. Not YOU.” I slammed his face into the table again, giving him time to choke and hold his nose in pain.

“S-Sorry sir. It won’t happen again.” Sci-big said holding his nose.

“On no, you’re not getting off that easy. You’ll be coming to my lab in the next three hours. After I’m done with you, you can go back to your work undisturbed.” I replied smiling as I let him go and walk out. It was bad enough that one guard tried to have sex with a Broodmother that one time after his original request to do so was denied. But on the other hand, I’ve made good use out of him. I hope he's happy now he gets to mate with that Broodmother until she dies. And him along with her, seeing as I’ve hooked up his blood vesicles with her body and removed his heart. They’ve been reliably supplying Plagalings ever since, hm, something to consider.

I look at my notes and found something off, it looks like some of the griffons found clones. Odd, very odd indeed. I’ll have to look at them. I made my way to floor 6 and headed to the lab with some others to look at this clone. I pulled up a tape recorder and started my work. “This is Log 823, subject is a pegasus. Going by her appearance, the clone looks like the Element of Loyalty. Also she looks to be in a state of, heightened impulses.” I said as the test subject was smiling at us and looked like she was being aroused by this, how strange.

“Like hello again.” This clone said while doing a sexy pose. Kind of hard to do being strapped down on a table but she somehow managed to do it.

“Subject appears to be unaware of the situation. That is good, because we can now try out the new Plaga strain out on her and see the results.” I continued as a griffon handed me a syringe and I started to fill it.

“Like what you got there Doc? Hehe.” The clone asked with a giggle.

“Oh nothing you will be interested in. Everyone please hold her and try not to get bitten this time.” I asked, watching as they all held her down. I smiled I then stuck the needle into the test subject’s arm and injected the plage into her bloodstream. “Alright start the clock please Mr: Quick End.” I smiled as the pony started the stopwatch.

“Like I feel funny. Not haha funny like totally weird funny.” The clone said wincing.

“Test subject show to be reacting to the Plaga Mutagen much faster than we expected. No physical changes yet but we should see something soon.” I added, as the test subject started to scream in pain.

“AAAAH! It hurts! Like it totally bucking hurts!” The Clone screamed out as she tried to free herself. But I was happy to see the others were keeping her pinned down.

“Physical mutations are starting to appear on test subject left leg, we’re unsure if this will lead to an even bigger change but for now things are looking good.” I said with a smile as I walk over and look down at the clone's face. Quick End stop the stopwatch.

“I AM TOTALLY GOING TO EAT YOU ALL!” The Clone roared. Before she stop moving completely and lay on the table. She looked dead.

“Put her in a cell and do not untie her. You’ve seen this happen before so off you go.” I said as they push the table out and into a cell down the hall. I smiled when another group wheeled in another clone strapped to a table.

“Log 824, the clones of one Rainbow Dash will be interesting to work with. Wonder how long it will take for me to get bored doing different experiments on the same test subject with a fresh slate each time.” I said into the recorder.

“Like Hi.” The second clone said. “Are we having a party or testing out bimbo guns like the bat lady used on my original?” She asked smiling. I gave a twisted smile of my own before turning the recorder off.

(Bunnie p.o.v Canterlot castle, training room.)

“I gotta say. You guys are doing better than last time.” I said as the guards are still standing from training and not laying down like weaklings. But I guess it has something to do with my new look if the tents in their pants was anything to go by. “You guys get to have a break.” I said, to which they all nodded and sat down still staring at my huge boobs. This will get annoying at some point.

“Pikachu?” I hear Pikachu call to me from the floor as I look down at him.

“You want a ride little guy?” I asked to which Pikachu nodded and jumped on my hip and then up onto my shoulder with a happy smile.

“Well then. What should we do for our break time?” I asked Pikachu as I walked through the halls shaking my hips as I go. Which cause many Guards to get nosebleeds. I then noticed a lot of yelling in the throne room.

“Now what in tarnation is that girl yelling about this time?” I asked myself as I headed to the throne room while not noticing Pikachu climbing in between my breast with his head poking out.

“With all due respect Queen Rouge, a missing guard is not something to dismiss. We should at least send a search party to try and find her.” Said a guard standing in the throne room.

“We can always get a new guard. Right now our main focus is getting Twilight back from that Plant Queen Sam Displaced. While Lapis try to get the Ember Displaced to join us.” Rouge said back at the guard.

“But Queen Rouge, this hasn’t just happened here. It been going on for two weeks before your rule.” The guard said. “All I’m asking is for a small team to try and find her that’s all.”

I heard a sigh. “Fine. Just a small team and that’s it. Dismissed.” Rouge said in annoyance. The guard sighed and turned away to leave. When he runs into me he said a quick sorry before walking down the hall.

“Having some trouble sugar bat?” I asked Rouge which caused her to look at me with an annoyed expression.

“Yeah. A guard or two have been going missing. Plus the guards I send to seal off the mirror pool always come back looking like they all have been gangbanged.” Rouge said with a annoyed sigh. “Honestly what was Carrot Top thinking when she had that bimbo pegasus cloned and now they are swarming the forest like a wildfire.” She added while sitting back on her throne.

“Maybe we can call a Displaced for help.” I suggested while pulling out Asphyxious’ token from my skin-tight blue shorts’ right pocket.

“If he can help with this missing guard case. Then I will let it side that a lich burned Ponyville and made a hole in my wall.” Rouge said as she took a cup of coffee offered from Fluttershy and drank from it.

“Amesome. Hey Sugar Lich. Got any free time to come help with a small problem?” I asked the token. Only to get no reply. “Ah Sugar? You there?” I asked while stepping out of the throne room.

“I’ll… I’ll be right there…” Asphyxious sounded tired, did something happen? I thought as I walked down the hall.

“Just need some help finding some guards that went missing.” I answered while petting Pikachu who was still in between my breasts, the tiny mouse looked about to fall asleep too. A portal opens up and I saw Asphyxious walk out. He didn’t look so good.

“What do you want?” Asphyxious asked looking depressed, just what happened to him?

“Well some guards have gone missing. So Rouge had sent a small team to find them But I think we need help of a Displaced. Also Pikachu has been taking a liking to riding in my boobs.” I answered to try and cheer him up.

“Whatever…” Asphyxious said slowly as he looked down the hall. “Where did this guard go missing?” Something was really wrong with him, what I had no idea.

“Last time that guard was seen. He was sent to investigate a floating island in the sky.” I answered.

“Let get this over with…” Asphyxious replied as he walked down the hall like someone who lost a war. What in the hell is wrong with him?

“So what happened to you? You look like you just got dumped by a hot girl.” I said in concern.

“One of my daughters is dead…” Asphyxious replied coldly as he walked.

“Oh-Oh dear. I am so sorry for your loss sugar.” I said to Asphyxious sady as I rub his back to comfort him. It was nice to have someone almost as tall as me, but I was still tall enough that Sugar Lich was just at eye level with my boobs.

“Thank you… We had the funeral a week ago. I’m still dealing with the pain, but I’m still combat ready.” Asphyxious said with a weak smile. “Let’s find this island.”

“Ok, the floating island which I swear to god reminds me of Angel Island from Sonic is flying nearby Cloudsdale.” I said while I pulled out a map of Equestria from my jacket’s inner pocket and pointed to where it is. “The only reason we’re bothering is because it’s got the ponies up there nervous.”

“Have a way for us to get up there? I don’t feel like flying.” Asphyxious asked looking at the map.

“Sure. I have ‘borrowed’ a chaos emerald from Rouge’s case while she wasn’t looking.” I answered while pulling out a blue chaos emerald from between my breasts that Pikachu tapped with a paw for emphasis.

“You know how to use that thing? Also don’t we need the guards we’ll be going with?” Asphyxious asked giving me a raised eyebrow. “Also why would you keep the emerald, there?”

“It’s easier to carry things in. Plus if we bring the guards they would be more focused on my melons than the mission.” I answered with a shake of my breasts which made Pikachu give a happy sigh. “I love being drop-dead sexy, but I didn’t think it would turn all the guards into dumbasses.”

“Whatever let's go.” Asphyxious said putting his arm around my waist.

“I hope this works.” I thought as I hold the chaos emerald into air. “CHAOS CONTROL!” I shouted and in a blue flash we are on the edge of the floating island with a jungle looking forest in front of us. “Huh. What you know. It did work.” I said cheerfully as I put the emerald back in my breasts.

“Kind of.” I heard Asphyxious’ voice and looked up to find him in a tree with Pikachu clinging to his arm. “Mind getting us down?”

“Sure thing.” I said as I give the tree they were in a good kick to shake them off. Asphyxious fell on top of me, he then looked down at me as he picked himself off of me.

“I meant you could fly up and help me down.” Asphyxious said with a small smile at me.

“Now where the fun in that?” I asked with a playful smile. That when we heard something like a scream, Asphyxious quickly got up and pulled out his shotgun.

“What was that?” Asphyxious asked keeping an eye out.

“I don’t know but it sounded like a little girl is screaming.” I answered as I transform my robotic arm into my arm cannon as I keep a look out too. It looked organic still aside from the metal barrel, so I tried not to think about it.

“How could you tell? Sounded like a random scream to me.” Asphyxious replied, as he slowly walked into the jungle. “For all we know it could've been a guy with a girly voice.”

“I used to babysit my neighbor’s little girls and they scream a lot.” I answered while thinking about my babysitting days on earth. I then saw the way Asphyxious was walking, careful and ready to shoot that shotgun in his hands. He then points his gun at something that ran out in front of us.

“What the?” Asphyxious asked looking at the small rabbit like girl. With his shotgun still pointed at her. “Friend of yours?”

“If by friend you mean friend of the character I have become then yes.” I answered as I point to the rabbit girl. “This is Cream the Rabbit. She is one of Sonic’s friends.” I said as I notice that Cream has some scratches and some tears in her dress. She looks like she was running for her life. Cream then ran past Asphyxious and tried to hide behind my leg, which considering my size, she nearly succeeded at.

“Bunnie, someone’s coming.” Asphyxious warned, as he waved a hand for us to hide. We did as we were told which was a bit hard for me since I’m so big, but thankfully a nearby bush was dense enough to cover me, and just in time too. Because running out of those trees were some griffons.

“We lost her.” Said one who was looking around, thankfully not seeing any signs of either Cream or us. “The Doctor will not be pleased by this.”

“It won’t matter if we lost the test subject, it’s progenitor will soon be cranking out more. Besides, Master Big will find the brat. He always finds what he’s looking for.” Replied the other griffon as they took off.

“Now who is this master Big? I bet he is really small or has a small stick.” I said with a giggle while covered Cream’s ears when I said that dick joke as we come out of hiding. “So the questions is who are those griffins?” I asked while looking at Asphyxious.

“I know those griffons, by their armor’s insignia. And if I’m right Ava is going to have a fit when she hears about this.” He replied, before looking back at me and Cream. “You got a name kid?”

“It’s Cream Mister.” Cream said shyly as she stands behind me.

“Great, you forgot your real name too huh?” Asphyxious asked as he leans on a tree.

“No I haven’t! It was the name my mother gave me!” Cream said sounding offended if the glare she was giving Asphyxious was anything to go by.

“Wait, did you used to be human?” Asphyxious asked with a confused look on his face.

“No I was born like this. Plus the only humans I know are that meanie Dr Eggman and the other mean Doctor that has my mom in a cage.” Cream said with some tears in her eyes. Which I quickly reacted to; by hugging her to calm her down.

“Okay… This is new.” Asphyxious said as he pet Cream on the head. “Sorry kid, this is the first time I’ve ever meet a… Bunnie?” He asked me as he didn’t know what to call Cream.

“A Mobian rabbit, like I used to be, and if I had to take a guess. She isn’t a Displaced like you and I. She is the real deal.” I said while rubbing Cream’s head as she stopped crying.

“Okay… Let's sort out what we’re going to do. First off, we’re getting her mum and getting out of here. Then we need to work out where they're going to live because they can’t stay with Rouge. From what I’ve seen last time I was here she can not be trusted, to not do anything to them.” Asphyxious said as he kept an eye out.

“Even if we take them to your world or we clear out these griffons, they might have a lab here on the island if what we heard means anything.” I said as Cream looked up at us.

“But what about my friends Mister Tails and Mister Knuckles? They are looking to save me and mother as well as mister Shadow.” Cream said which made my fur go pale.

“Crap… They have no idea the nightmare they’re walking into.” Asphyxious said as he rubs his face. “If these griffons belong to who I think they do, them trying to break into the lab or whatever could make things worse.”

“Then let’s follow those griffons. They shouldn’t have gone that far by now.” I said as I got up while still holding Cream in my arms.

“First let’s find a safe place for her to stay before we run off into danger.” Asphyxious said as he started to walk into the jungle. I followed him as we walked, Cream looked up at me.

“I say our best bet would be near the Master Emerald.” I said while Cream was petting pikachu.

“Any idea where that is?” Asphyxious asked, as he moved a branch out of my way.

“Depends if this island is from the comic books or the video game of Sonic the Hedgehog.” I said while Cream was looking at us like we are insane.

“Uh..What are you two talking about?” Cream asked confused as hell. Asphyxious just looks at me as if I should say something.

“This is too crazy for me already, you can tell her if you want.” Asphyxious said as he kept walking.

“Uh..I think I will tell her when she is older.” I said not wanting to tell Cream that she a comic/video game character. She might break down in tears again. Asphyxious nodded his head in agreement but stopped walking. “So I suggest we head to the middle of the island and see what we can do from there.” I added as we continued walking.

“One drawback, I see smoke.” Asphyxious pointed out as he points at a pillar of smoke. It wasn’t big but it was something. “Let's be careful from here on out. We have no idea what could be on this island.”

“Yeah. Hopefully we don’t run into any badniks on way.” I said hoping Mr Law didn’t hear that. What we found was some kind of town, and it didn’t look right. Ponies, Griffons and Diamond dogs were walking around.

“Oh crap.” Asphyxious said as he quickly covered Creams eyes. And points something out to me, it was a guard. Impaled onto a metal spike in the middle of town with some other bodies.

“Well the case of missing guards is solved. But the question is who killed them and why?” I said while trying to hold in my lunch.

“The bigger question is, why they’re all acting like nothing wrong?” Asphyxious asked. As he looked at a house, he points at it and carefully moves over to it.

“Something tells me Rouge isn’t going to be happy about this.” I said sounding a bit worried about how will Rouge react to hearing that someone had killed her guards. And by the looks of things Celestia’s guards too.

Asphyxious put his shotgun away and slowly pulled his cutlass out. After slowly opening the door he looked inside before waving for me to go in. Once inside we got a good look around. The house looked like something someone made it out of random things. Like they just grabbed planks of wood and made it into the shape of a house.

“What a badly made house. I mean who built it? A 5 year old or the CMC without Applebloom helping?” I said while looking around the house.

“I’m more worried about what the townsfolk will try and do to us.” Asphyxious replied as he opened a fridge before quickly shutting it. “Okay, do not look in that fridge… Just trust me.”

“Maybe we should get out of here. It’s not safe for Cream if the dead guards are anything to go by.” I said keeping Cream’s well being in mind. That was when I heard a thump upstairs.

“Fuck…” Asphyxious said standing in front of me and Cream. “Guess someone’s home…” It sounded like someone was moving around up stairs. “Okay… So where should we go, out back?”

“Back is good.” I said as I pick up Cream and head for the back door. Asphyxious kept on guard as I open the back door carefully, he looked out and nodded for Cream and I to go. As I heard a voice.

“So… Hungry…” A voice said from upstairs. Asphyxious held the door open and slowly closed it as he backed out of it.

“Okay… Now where to go.” Asphyxious asked softly, as he looking around. I saw a mare carrying a sack walk into a house, luckily I don’t think she saw us.

“I swear. If they’re zombies. Heads are going to roll.” I said as we got out the house.

“One thing at a time.” Asphyxious said slowly, as we move around the town to find a way out.

“Stay close to me Cream.” I said to Cream to which she nodded and stayed close as we went through the town. Asphyxious stopped me when he saw something, it was one of the guards, still alive. A large and tall roan unicorn who was the same height as me and dressed in a mix of rugged work clothes but with a huge and tattered scientist lab coat draping over him, looked down and picked the guard up by his neck. He then walked off with the struggling guard like a weightless sack of feathers.

“Well that looks bad.” Asphyxious said making sure not to be seen.

“Yeah. He looks ugly.” I said while looking at the guard. The larger stallion lifted the guard into the air, before impaling him onto a metal spike. Everyone in the town cheered, well some did, some seem to sob and others screamed.

“That guy is so going to hell for that.” I said glaring at the large stallion. The stallion then started to walk off, but then he stopped and looked at me right in the eyes even from that distance. He then pointed right at us before grunting with his expression serious, but not extreme.

“I think he’s seen us.” Asphyxious said pulling out his shotgun.

“No poo.” I said while arming my arm cannon and took aim at the stallion. “So how many holes can we make before he falls?” I asked.

The town residents give out a roar like scream before running at us as the Big stallion impassively observed. “No time, start shooting!” Asphyxious yelled blasting them with his shotgun as he backs up.

“Then let’s get the buck out of here.” I said as I grab Cream and took to the air with my rocket feet.

“Get going I’ll cover you!” Asphyxious yelled as he fired off a dark missile spell, but the unicorns in the town stopped the spell before it could hit anything by seeming to grab the air in it’s path and ripping it to pieces. “Well, that’s new.” He said before running into a house.

“Really sugar? Why don’t you go dragon on them?” I asked with a facepalm delivered by my free hand.

“I’m having fun!” Asphyxious yelled back as he jumped out a window. Then shot back into the house before running. “Come and get me!”

“Ok!” I yelled as I flew down and scooped up Asphyxious while placing Cream in between my breasts, which she blushed like mad over. Asphyxious looked at me and smiled at this.

“Once we find a safe place to land let work out where this lab is.” Asphyxious said as I felt his hand on my ass.

“There’s a kid here Sugar Lich.” I said with small smile.

“She can’t see~.” Asphyxious replied in my ear as I felt him playing with my tail.

“Can we do the fun time after we find this lab?” I asked while trying to hold back a moan. That when I notice something shiny coming from a cave of a mountain. “What’s that?” I asked while using one of my ears to point where I am looking at.

“Let’s land and find out.” Asphyxious replied as he stops playing with my booty.

“Ok.” I said as I flew over toward the cave and landed at the entrance, and finding that there was a big metal door.

“Huh, that looks interesting.” Asphyxious said looking at the door, he looks it over before hearing the buzzing of wings. “That’s probably not good. Bunnie, take Cream and hide.”

“Ok. Be careful.” I said as I took Cream and hid behind a boulder that is big enough to cover my huge body.

***Asphyxious pov.***

I looked up as I saw something flying over, at first I thought it was a big bug, then as it got closer. I started to see what or who it was. “Rainbow?” I asked as the strange mantis-like pegasus landed and smiled at me.

“Like hello there.” The Rainbow said while licking her lips.

“I’m not sure if this is hot or weird…” I replied pointing my shotgun at her. “So, know how to get inside?”

“Like totally. But only if you do something for me.” The Rainbow said while looking below my belt.

“Ummm, can’t I do something else? Like change you back or something?” I asked as I backed up to the door. “Also aren’t you part praying mantis, don’t they eat their mates?”

“Oh I do, but after I have sex with them first, like a real mantis~.” The Rainbow said with a purr. “That stallion, Sci-Big I think his name was, tasted so good, both the dick and the brain.” She added. “Especially since he just grew them back. But he won’t let me play with him again….”

“Yeah, not happening.” I then shot her with my shotgun. Only I missed somehow, all the pellets going wide around her, crap.

“Like that was so mean you meanie!” The Rainbow said as she had moved just enough that the shot only hit part of her left wing, grounding her, until with a crack it simply fixed itself. “You could’ve just said no.” She added with a wince.

“Well I’m sorry but I don’t want to be eaten.” I replied pumping my shotgun. “Also I’m a little untrusting of someone I just met.” The Rainbow clone took me by surprise and pinned me to the huge metal door in a disturbingly fast tackle.

“I will just have the sex, then show you the way into this lab where a lot of my sisters and a rabbit girl are in.” The Rainbow said purring like a cat. I slowly looked to where Bunnie hid to try and see what she would do. Only to find I was alone.

“Fuck…” Asphyxious said as he looked down at the Rainbow mantis. “I… Guess we could work something out?”

“Depends on what you can offer.” The Rainbow Mantis said with bedroom eyes. I rolled my eye and just kissed her on the lips.

“I can offer a lot.” I replied calmly as she blushed. Next thing I know I’m dragged off into the bushes just outside and shoved down onto my back as she started trying to get me undressed, which was a bit hard with her scythe-like mantis arms.

“Oh my. You are like totally hot.” The Rainbow Mantis said as she stares at my two dicks after managing to hook onto my fly and open my trousers.

“Please don’t talk like that.” I asked watching her carefully. Last thing I want is for her to do is eat my dicks off.

“Like talk like what?” Rainbow Mantis asked while ripping off the shorts and shirt the lab probably forced her to wear. I also stared at the insect like breasts, reminded me of Chrysalis. I poked one to see how she would react.

“Oooh. That’s feel so good.” Rainbow Mantis moaned from the touch. “Poke me some more.” She added. I rolled my eye and grabbed her breasts making her moan even more. Maybe I should Blight her? I thought as she started to grind on my two members.

“Oh yes oh yes. Screw me big boy.” Rainbow Mantis moan louder.

“You’re corny.” I replied as I felt one of my dicks slip inside of her, wow. This was new, felt kind of nice. She wasn’t like anyone else in there, felt really unique. “Go as fast as you like.”

“Like I am going to make you cum in 10 second flat.” The Rainbow Mantis said as she thrust as fast as she can. It felt nice but I had full control over myself now meaning, I could wait her out if I really wanted to.

“Enjoying yourself?” I asked as she started panting harder and deeply. It was kind of cute in a sex crazed kind of way. Maybe I will give her my Blight just to fix her head.

“Like totally. I like I am going to cum so hard.” Rainbow Mantis said as she did just that with a loud scream of pleasure. It wasn’t over yet as I released my Blight into her body as I let myself orgasm, making her scream even more. Once I got out from under her, I could see her body already changing. Now she had four arms as the mantis arms migrated lower onto her ribcage and she grew more normal arms from her shoulders. She panted as cyan chitin armour plates covered her body in place of her fur, and then I see the look of someone with a mind behind those eyes.

“Feel better now?” I asked, as I got out some clean clothes from my echo, then got dressed. “Remember our deal?”

“Uh...yes.” Rainbow Mantis said shyly as she has her mane cover the left side of her face while blushing like mad.

“Need something to wear?” I asked pulling out a shirt and shorts. With her new arms and hands she should be able to dress herself… I need to make holes for her old arms.

“Uh..Th-thanks Mister.” Rainbow Mantis said shyly again while getting dressed, her lower arms ripping their own holes in the shirt easily due to their bladed scythes and hooks.

“Not a problem, I’ll even help out your sisters once we’re inside.” I replied with a smile as we made our way back.

“Re-really?” Rainbow Mantis asked sounding hopeful. I just nod yes as she hugged me.

“So… How do we get in?” I asked. Maybe I should start calling her Dash Shy?

“Uh..I-I think you need something for you to use to get in.” Rainbow Mantis said shyly as she reach into her breasts and pull out an eyeball.

“...Okay, One how did you do that and two, where did that eye come from?” I asked with a start at the disturbingly intact eye in her hand. I didn’t see that when we were having sex. So Where the HELL was she keeping THAT!?! Actually, how the heck did Bunnie have that Chaos Emerald, Pikachu, AND Cream in her boobs all at once?!

“It’s Mister Big’s eye. I-I kept it in my breasts while I was eating his head. But he then threw me off and regenerated like it was nothing.” Mantis Dash said as if there was nothing wrong with that.

That was a little worrying and strange. “Okay, let see Bunnie first then see if we should call Ava for back up.”I replied as i took the… Eye and headed back to where I had last saw Bunnie and Cream to see if I couldn’t track them down.

“That was quick Sugar Lich.” Bunnie said while poking her head out from her hiding spot, having a hand over Cream’s ears and the little rabbit’s long ears covering her eyes.

“Cute, also we were in a hurry. To be safe I’m calling for backup.” I replied as I pulled out Ava’s token…. Please let this not end up like last time.

But before I could give her a call, I heard Mantis Dash scream and I bolted outside, freezing at the sight of the mare I’d just helped shivering and bleeding out on the ground, her older set of arms having been ripped clean from their sockets and being held in the meaty hands of the huge stallion from the village, who simply impassively stared sterly at me. “Found you.”

“Bunnie, call Ava… I’m going to KILL HIM!” I growled handing the token to Bunnie as I changed into my dragon form and roared as I tackled him into the jungle.

“Sure thing. Howdy Ava. We need your help now.” Bunnie said as she lit the token.

Was the last thing I heard before being blinded in skull crushing pain, and sent flying back out of the forest and into the mountainside. Okay… Now I’m pissed! I didn’t even care that-*SHULK*-....

There’s a tree sticking out of me gut…. What the fuck?

Another sharp log launched from the trees, and I roared in agony as it punched clean through my right wing, pinning me to the cliff face as I panted in shock at seeing the huge stallion, almost half my size, stride from the trees with another briskly sharpened log.

This time I wasn’t giving him the chance as I fire a fireball at him. As I tried to pull my wing free the fireball was shredded in the air like it was pulled apart in multiple directions, the short brown flash of his horn telling me how he did that, before he hefted the gigantic pike of a log like it was a javelin, and launched it at my other wing, which I pulled in and just barely avoided being skewered there too.

Whoa...getting light-headed...shit, the log in my gut. I’m bleeding. Well this sucks. Where’s Bunnie and that sexy ass of her’s when I need her? Oh look clouds...

Don’t get distracted you’re going to die!

I heard Sombra scream in my head, that hurt. But this time I caught the log that was thrown at me, the force of it almost broke my fingers as I had to grab it by the rounded spearhead. Oh idea… Dumb idea but could work.

Suddenly a boulder smashed into my chest and head, ramming me further into the cliff. Okay, less thinking, more doing! I growled in pain as I tried to pull myself free from the logs in my gut and wing, while trying to dig my way out from the rock… It hurt like hell!

Once outside I looked down at the hole in my gut, on right change forms. I changed into my Lich form gasping for air. “Okay, that sucked.” I then looked around for that crazy pony. But not before casting ghost walk on myself and then floated over to Mantis Dash, who looked to be going into shock from blood loss, so I quickly moved her intact arms that bastard dropped to her empty sockets, and cast a healing spell, fusing them back on and getting her to breathe regularly again, but not wake up.

“She’s going to need a long rest after this.” I said to myself looking down at her.

“Help! Somebody help us!” I heard Cream scream desperately, followed shortly by a loud crash and some rocks further up the mountain to slide from the quake resulting from the impact of whatever that was shaking at least this part of the floating island.

I cast an ice wall spell and put the Mantis Dash behind it to keep her safe as i then head up the mountain. If he so much as hurt one hair on Bunnie’s head, I was going to pull his guts out through his nose!

“You might want to wait a little while for Mister Lich.” I heard Cream say as Bunnie was getting some teeth she got from the stallion out of her hair.

“Let me guess he tried to bite you?” I asked getting my next spell ready.

“I punch him in the mouth with my metal arm and kick him in the balls. But he just takes it like it don’t hurt him!” Bunnie said annoyed “Plus that bastard had gave me a black eye.” She added showing her left eye.

“I am going to burn him till there's nothing left.” I replied casting Caustic mist as a cloud of acidic gas exploded around Master Big. As the hiss of acid could be heard.

“Make his death painful.” Bunnie said.

“There no telling if that will kill him. I’m just using spells till something works.” I replied looking at the cloud, and I growled as Big just waltzed out, missing his clothes and his outer layers of flesh, not giving a damn as he rapidly regenerated, and got...bigger.

“Take You. To Arkadius.” Big rasped out before the roan unicorn stallion finished recovering, and Bunnie blushed as she covered Cream’s eyes after his groin healed. Now he was taller than Bunnie rather than as tall as her. It seemed the more he got hurt, the bigger and stronger he got. “Return Subject. To Progenitor.”

“Fuck off.” I said as I grabbed Bunnie and Cream, then teleported to the Mantis Dash. Once I grabbed her too I teleported somewhere deeper into the jungle. “Well, attacking him endlessly is not going to work.”

“There must be something that can stop that bastard.” Bunnie said while trying to keep Cream calm. “Can’t we like, freeze his ass?” She asked.

“That could work, and I have just the spells for it. But first we need to move him away from those doors. That way if it doesn’t work we’ll have time to get in and out.” I replied as I look back to the mountain. “We haven’t gone that far, I’ll lead him away.” I moved off and started looking for our large friend. It didn’t take me long to find his naked ass, he was still walking into the jungle.

“Hey lard butt!” I yelled, getting his attention. “You missed!” I laughed as he started to follow me as I led him away. Okay now comes the hard part, hope this plan works. I formed the small orb of magic in my hand, I wanted to cover a large area so I kept feeding the spell my magic. That was when I saw him walking over, here goes nothing. “Blizzard.”

A huge dome formed around us as the inside was turned into a blizzard, cold winds that could cut you to the bone. Hail and snow falling from inside. As well as ice slowly forming on the big guy’s body. “I really hope this works, I have no means to deal with a regenerator other than burning it till it’s dead, and this guy nerfs that by just getting tougher.” I said to myself watching the big lug seem to slow down as he was walking over to me. But I moved back so I can see him but he can’t reach me. I amped up the spell and teleported back to the girls. That should hold him for half an hour.

“Is he an ice cube yet?” Bunnie asked.

“For all we know he could heat up his body to melt the ice. For now we move while he's stuck in my spell.” I replied looking at the Mantis Dash I Blighted. “How’s she doing?”

“I think she is stable for now. Best thing for her is rest and maybe see a medic.” Bunnie said.

“Yes to the first, not likely with the second. I’ll have Sonay look at her when I go home, any word from Ava?” I asked as we headed back to the door. I even found the eye on the floor, good thing it not damaged.

“No, scary thing is, she isn’t answering at all. As for this door, I am guessing the door has an eye scanner on it.” Bunnie guessed for what the eye is for. I looked around and found the hard-to-spot scanner, I then placed the eye over it and waited. I heard a chime, then the doors began to open. I pulled out my sword and got ready.

“Bunnie, can she walk on her own?” I asked, talking about the Blighted Mantis Dash. “Also what happened to your yellow friend?”

“He is right here.” Bunnie said as the Pikachu pop his head from between her breasts. Lucky git. I thought as I looked at Cream next.

“Think it be a good idea for him to stay with Cream and Dashie Shy?” I asked, if I was not in my lich form I would be smiling. Dashis Shy as I started to call her blushed at that little name.

“Yeah. That’s a good idea.” Bunnie nodded as I saw Pikachu pull himself out of her breasts and jump on to Cream’s head, to which which she start petting him as she giggled. My god that was cute, wait no don’t get attached. It’ll just hurt more later. I think to myself, as we head on inside.

Bunny hopping part 2 Touch of Vanilla

(Lab)

Asphyxious walked with everyone, all of them being careful not to be seen. He then led them into an empty room. “Okay we’re in, now what?” Asphyxious asked as he looked around the room.

“We look for the cells of those poor clones, Cream’s mother and any other victims that are here.” Bunnie suggested.

“Okay ,easier said than done.” Asphyxious replied looking around the room then picked up a lab coat. “I have a idea.” Asphyxious then changed forms into a griffon before putting the lab coat on. He looked like a black griffon with blue tipped feathers.

“What do you think?” Asphyxious asked.

Suddenly, Ava’s fiery blue portal burst open off to the side, and Ava came waltzing in fully garbed in a billowing and flowing silken hooded black robe that concealed her despite failing to hide her sexy body’s form at all even though it showed no skin. The fact it matched her liquid black crystal skin just made making out her face all the harder especially from her black face mask that was part of the hood, making her emerald eyes stand out like green glittering stars. “Oi, heard ya needed help Bunnie? What’s up? I heard the message as soon as I got off of Drebin’s Stryker.”

“Well we were having trouble with a big stallion that had a super healing factor and gets stronger every time he heals himself. Sugar Lich had to slow him down with an ice spell outside of this cave lab but we don’t how much longer it can hold him.” Bunnie explained while rubbing her black eye. “The bastard throws a mean punch.” She added.

“Oh...well. Me not showing up is more your fault than mine. I did mention how time dilation works with my world right?” Ava asked sheepishly. “If you’d not thought to try summoning me at a time fairly later than you’d met me before, which is normal, you’d have been able to get me immediately instead of trying to call while I was ‘out of range’, heh, heh.”

“Hello sexy.” Asphyxious purred in his griffon form. Wiggling his eyebrows at her.

“Sup Asphy. Nice griffon form. Good to see ya getting a hold of your powers.” Ava then paused, bolted to the door, taking a deep whiff, growling like a tigress. “This place reeks of my kind. Another lab?”

“Yeah we’re kind of on a rescue mission.” Asphyxious added pointing at Cream holding the pokemon. “We’re here to find her mum and Dashie Shy’s sisters.” He pointed at the mutant Mantis blighted Rainbow Dash clone.

“Welcome to the family Dashi. We’re an odd bunch, but us Plaga have to stick together.” Ava cooed as she practically warped next to the shy mantis and nuzzled her on the cheek. “Just a heads up, you are SO pregnant. You did the nasty with Asphy didn’t ya?”

“W-WHAT?!” Dashi babbled as she grabbed her flat abdomen in fear and worry with all four arms.

“Keep it down, we don’t want to be found out yet.” Asphyxious whispered and gave the shy mare a hug. “You’ll be fine.”

“Yeah. We don’t want to lose our element of surprise.” Bunnie whispered.

“Well I don’t know about you Bunnie, but Asphy and I can play covert well. I’m afraid you….” Ava poked one of Bunnie’s boobs, making them jiggle and causing Cream and Pikachu to snort at how they shook like jello. “Don’t exactly fit the bill for sneaking around incognito.”

“Okay, Bunnie you can keep Cream and Dashi safe and give us a warning if Mister pain in the butt is on his way here through Echo.” Asphyxious asked holding up his echo.

“Sure thing. I will keep Cream and Dashi safer than money in a bank vault.” Bunnie said.

“That’s...not all that good an analogy as you think Bunnie, but okay.” Ava replied, before taking a steadying breath, and getting taller until she reached six feet, and then her glorious breasts and rear sank into her body, before she began to broaden into a familiar masculine shape, ripped with muscles and Avarice sighed as he moved his masked hood back to reveal his now very handsome stallion face with a short-cut red mane as his crystal skin turned into fur in a cream and tan paint pattern, before his robes turned into a lab coat like mine, and suitable doctor-like clothes, but it utterly failed to hide his impressive bulge at his groin, getting Bunnie to gawk. “Okay, let's do this nice and smooth, we need alibis.” Avarice spoke in a deep, smooth baritone that made Bunnie shiver.

“As you say… My lady.” Asphyxious teased with a grin and wrapping a wing around Avarice.

“Watch it Asphy, I’m not averse to ‘crossing spears’~.” Avarice purred deeply, and Bunnie was so glad that Cream was just amazed at the goddess/god’s ability to transform so completely rather than ask about innuendo, especially as the amazon rabbit crossed her thighs to hide a sudden stain in the groin of her skin-tight shorts.

“Right then, off we go.” Asphyxious replied as he slowly opened the door took a look and waved for everyone to go. Once Avarice and Asphyxious were alone they started to try and find the other Dash clones. “So… How’re the kids?”

“Oh, they’re doing great. The Plagalings are flourishing in Preserve Four, they’ve actually turned it into a proper hive, and are producing Changeling nectar and resin that we’re selling as part of our product lineup. You’d be surprised how popular the nectar is, and the resin is a great crafting material. We’re back-ordered so hard I’m afraid-.”

Asphyxious just smiled sadly at him as Avarice went on about the hive, and then his adorable daughter Chrysalis-which was kinda awkward to hear about-and then how worried he was about Celestia and Zerona being confined to their suites in the castle with how large their pregnancies were becoming, and other such things like how his dragon children can’t stand him right now because they’re going through a ‘phase’ or whatnot, and it made Asphyxious realize...doesn’t he do this a lot too?

***Bunnie pov***

So far nothing bad has come at us. No sign of that big hulking bastard which is good. But I do hope my two sexy sugars are safe. Those two make my shorts wet just thinking about them. My core feeling hot and tight, and I just wish I was alone so I could jill-a-anyway I found a computer room for me to keep Cream, Dashi and Pikachu safe for the time being.

“This room will do until the two sugarcubes get back with your mother.” I said to Cream before turning to look at Dashi. “And your sisters too.” I added which Dashi gave a shy smile at me.

“Thank you for helping us Miss Bunnie.” Cream said as she gave me a hug. Isn’t she the sweetest thing. I thought to myself as I took a seat which was crushed down to the floor from my huge butt, not counting the admittedly staggering weight of my amazon body, making me blush. I was just glad Cream had been hugging my torso so the jolt just sent her up through my underboob cleavage and out the top of my boobs, making her giggle and I had to smile. Then I noticed Pikachu climbing into my cleavage again the pervy pokemon. I swear Rouge is a bad role model for him.

Seeing these little ones stirred something in me, the heat in my core getting unbearable, and I flushed in realizing what my body was trying to suggest. ‘No way, no, not having any little Bunnie Rabbots yet if I can help it.’ I focused on this train of thought, I remembered this feeling from when Ava and I...well, did the deed while she was sterile temporarily or something as a hermaphrodite. She kicked off my maternal urges or something she said, and dang if seeing her become that hot stud didn’t just set me off I’m guessing. I know rabbits and bunnies are good at ‘multiplying’ but dang it, this is rough.

But for now let’s see if I can hack into these computers to find something fun to do. While I was doing this I didn’t notice one of the screens that was showing the outside showed someone entering the cave. Especially when Dashi had taken Cream to the opposite side of the room to show her something educational or whatever, and I blushed at finding someone’s stash of electronic porn.

***Asphyxious pov.***

I knew I had to keep some form of control over myself, but seeing Dr Arkadius walking down the hall with his back to us. Made me want to kill the git here and now, but we had a job to do and killing him was not part of it. I looked to Avarice to make sure he was okay. By the looks of him, he was having just as much trouble keeping his anger in line as I was. I pulled him down another hall away from the mad scientist for a second.

“Explain again why we’re not ripping his head from his shoulders?” Avarice demanded in a hushed tone of fury.

“It’s too risky, if he's anything like that Gaige he’ll have another form. Besides we’re here to save lives…. As much as I agree with you. They come first.” I explained as we’re walking back behind the ‘good’ doctor, since he’d snagged us for some chore he didn’t want to be bothered doing himself. Of course, he clearly didn’t bother to remember his ‘employees’ better for us.

“We would save more forcing him to reconstitute himself as we raze this mountain to the bedrock.” Avarice growled, and damn it, even as a dude he was so damn sexy to me somehow. Must be that fiery passion.

“Look we can burn it to the ground, once we get them out safely.” I said and saw Leon… Crap. Okay just keep walking like you work here and everything should be fine. He was walking this way, what do we do? I then saw the way he was looking at us.

“Are you two lost.” Leon asked, getting shakes from us both, and he hummed, before turning slightly to look at Arkadius’ retreating back, and he let out a sly grin. “So, two Monsters just slipped on in? It’s my job to keep you out...but….” Leon snorted and walked past both of us who were stunned still. “That idiot needs to pay attention. Teach him a lesson.”

I slowly looked at Ava and nod for us to keep going. Once we’re both out of the perceptive man’s sight and made sure Leon can’t hear us. I let out a sigh in relief.

“Dear various gogs, the moment he got behind us I thought we were fucked.” Avarice gasped out as he was sweating bullets. “All he needs is a split-second behind you, and he can one-hit-kill anyone.”

“Agreed, but something tells me Leon and Arkadius don’t get along.” I replied looking back to make sure we were not being followed. I had a really bad feeling about this place. It wasn’t helped when I heard Arkadius hum as we neared some doors.

“Ah, here we are. The Experimentation Wing. I need you two to feed the test subjects, and also be sure to check which ones need a viable male genetic sample so you don’t screw the wrong ones. I’m just glad you two seem to be better genetic stock than most of these unwashed wastes of flesh.” Arkadius stated offhandedly, as if what he was saying wasn’t some of the most amoral subject matters I’ve had to hear.

“Yes, sir…” I replied awkwardly. As he handed us a couple of buckets full of slump, and left us to go through the doors. Once on the other side of the doors and we were sealed in on this side of the vault-like doors…I was unsure how to react to what I was seeing and hearing. I was torn between sheer outrage...and incredible arousal, as wrong as it was.

It was a line of isolated cells with huge reinforced doors and a small viewing window into each, but the lustful moans and desperate pleas for ‘attention’ were very telling of just what this wing experimented with if my experience with Ichor said anything.

“So… Now what?” I asked keeping my urges under control. To be fair the idea of Blighting them or just having sex with them was very tempting. I was just happy I could control myself now.

“I guess, since we’re in Rome, we’ll just have to do what the Romans do until we can find a map and plan out an escape route.” Ava said uncomfortably as the bulge in his pants seemed to get even tighter.

“That a good idea?” I asked blushing at the first heavy door that had a loud moan behind it.

“Please! FUCK ME!” Echoed through the hall, and numerous other females joined in a chorus, getting us to swallow hard in anxiety over the daunting task set before us.

“Um...I pleasure, and you Blight?” Avarice asked nervously.

“Okay, ummm. See you at the end hopefully.” I replied back just as nervously as I walked to the first door. I looked back to Avarice as he did the same with the other half of the door. I opened it and… HOLY CRAP! I thought as we were pulled in by tentacles!

***Bunnie pov***

Oh my gosh...I mean, I can guess from the surveillance audio that they kinda have no choice, but hot crap, this is hot! I’m just glad I intercepted the feeds and set the normal security room’s feed to loop before those two idiots started blabbing everything out in the open. Also, I had NO clue a penis could DO that! I’m so glad I found a viable port to hook my Echo into to record this for later.

“Oh my.” Dashi said blushing while covering Cream’s eyes from seeing the surveillance that I muted for her sake.

“That looks hot.” Said a voice that came the door. When I turn around I saw it was a huge 9-foot tall female unicorn guard in what seemed the standard light steel armor this group utilized, but she looked like something off about her if a glowing number 83 that is on her neck was anything to go by.

“Uh.. What are you doing here?” I asked as I place my robotic arm behind me to ready the arm cannon.

“Just coming in from my rounds. Say...you look like one of the test subjects we caught recently. You a fresh clone?” Oh right, my robotic parts are so organic she probably can’t tell I even have them, thanks Ava.

“Yes, I’m being asked to look at these screens.” I replied hoping she buy my lie.

“Hm, odd, you don’t have a designation on your neck yet. You must be a prototype clone. Sorry to hear that hun, I’ll be sure to enjoy your flank on the menu when you die in a few days.” The unusually tall 9-foot mare said before turning to leave, and pausing at seeing Dashi and Cream who had failed to tuck into a corner. “Huh, a Mantis Shock Trooper not eating a kid outright? Must be the latest batch. Good on ya.” She said to Dashi before leaving.

Thank gosh she bought it, I don’t want to have to kill someone when they’re just doing their job-.

“Wait a minute! Our rabbit subject is a soft yellow and cream, not brown!” The mare rushed back in and with surprising speed, pinned me to the wall by the neck with the shaft of her spear, grinning madly into my face. “Well, well! Thought ya could dupe this mare huh?! Well sorry, I may be a third generation clone, but I’m not a box of rocks like the first and second gens!” She then licked my cheek to my confusion. “Mm, you’ll taste good all salty when I work you over.”

That was when a chair was hit over the mare’s head, knocking her out. I saw Dashi looked down at the knocked out guard before looking up at me with the chair in her hands, her mantis arms flared out and ready to strike too.

“Uh..I-I’m sorry. She was being so scary.” Dashi said bowing her head while saying sorry.

“It’s ok sugar. You did good. Now would you be a dear and lock her up somewhere?” I asked while Dashi picked the down guard up as easy as picking up a sheet of paper and put her in an empty closet and locked it.

“Now I think it’s best we should lock the door for the time being.” I said as I close and lock the door leading out of the room, not noticing Cream was watching the screens.

“Uh..Miss Bunnie? What are they doing?” Cream asked as I froze with a huge blush on my face. “Why is that octopus lady hurting them?”

“You get to tell her.” Dashi suddenly asserted before flitting to the other corner of the room with her mantis wings.

“Um...Cream, sweetie. Did your mom ever tell you about the Birds and the Bees?” I asked hopefully, and she just tilted her head innocently, making me feel utterly terrible for what I was about to do. It should be her mom destroying her innocence damn it!

***Asphyxious pov.***

I gasped and thrusted faster with Avarice as we work on pleasuring this grayscale griffon, me in her pussy and Avarice in her ass. That was when I realized that she wasn’t a broodmother. I looked back down the hall and saw we had apparently worked through the whole wing of broodmothers. I stopped thrusting as I asked Avarice a question. “Ummm, Hey did we go into a rut?”

Avarice had kept thrusting for a moment before he stopped and nibbled the hen’s neck, getting her to moan and shove her tits into my face. “I guess. Hey lady, you a Broodmother?”

“N-no~...but I wouldn’t mind if this is how fucking good it is!” The gray feathered and furred young hen groaned as she grinded against us. “Fucking keep going! You’re not gonna leave me dry are ya?” She asked as she wrapped her leonine tail around my own lion tail.

‘Who was I to deny a lady?’ I thought as I sucked on her breasts with the hollow of my beak and went back to thrusting into her, and she preened my neck feathers affectionately. ‘Oh I had to try this form out with the girls when I get home.’ I thought as I was getting closer. “Hope ya don’t mind, but we’re kinda running a breakout.”

“Fuck yeah! I fucking hate what we’re doing here, I’m in, just fucking SEED me!” The hen demanded as she locked beaks with me, thrusting her tongue into my beak to wrestle as she squealed in ecstasy, and I squawked with her as I joined her, and Avarice groaned as he also got his rocks off, and quickly, her feathers bristled as they became more crystalline and her talons sharpened, digging into my skin as my Blight altered her with her leonine half becoming reptilian and her beak turning into a ferocious draconic snout as she hissed in pleasure, the edges of her feathers seeming to become as sharp as blades.

I could not help but purr at the feeling as I was kissing the female Minokawa. I then grabbed Avarice’s tight ass and smiled as I broke the kiss with the Minokawa. “We should do this more often.” I said while panting a little.

“I’m always up for a threesome Asphy.” Avarice winked at me with a lick of his lips, and I suddenly imagined him sucking my dick as he ran a hand over my own butt, before I shook the surprisingly homosexual fantasy away.

“Let’s find Cream’s mum before I get any more ideas before we can leave.” I suggested as I slowly removed myself from the blighted minokawa, whose new feathered dragon head cooed tiredly with her beautiful face. I looked around and saw we missed one cell since it’s door wasn’t open, crap. I looked back at Avarice as he gently let the minokawa down and had to slowly pull his...HOLY SHIT HE’S HUGE! How did he not break her?! A-anyway, I walked over to the door I was standing in front of. “Ready?” I asked Avarice as he hurriedly wiped his third leg off on the femme’s new dragon tail and moved next to me.

I rolled my eyes and pushed the button to open the door. Once it fully opened my jaw dropped at what I saw.

“Oh? H-hello. A-are you my attendants for today?” The utterly massive Broodmother asked in a soothing matronly tone. Her strain was different though, instead of being a mass of tentacles with a body on top, she was just...huge like almost as tall as me in my dragon form. It seemed they were testing a new formula on her or something, because she was still clearly pregnant with her small paunch of a belly-at least to her scale-and was otherwise almost as hot as Ava, especially with her gentle expression and invitingly kind presence.

If my dragon form was not already damaged I would have turned into it right now and rut her silly. I looked at Avarice to get his point of view on this. Only to have im wolf-whistle and make the matronly mother rabbit giggle. “Nice! They actually were working on stabilizing the mutagen rather than just inject it into people randomly. She’s stable, can’t infect others, and that’s a full grown unicorn mare in her belly right now.” Avarice informed as he moved up to the sitting giantess and patted her belly, which she rubbed affectionately. “You’re completely gene neutral in that oven of yours.”

“Yes. From what that mean doctor has said, I’m being used to clone people. I can produce a full-grown person or anything alive really in just half a day. Several if the person they send into my womb is really virile or fertile when they...get busy inside me.” I wasn’t sure if I should be angry or something else. I did know one thing, I wanted to blight her so badly. I even went up and took a long lick of her giant pussy. “A-ah! Please don’t. I’m almost done incubating this one. I don’t want to birth her prematurely. They...they don’t move if I do….” Vanilla hiccuped sadly at mentioning this. I looked up at her sadly, as I hid my anger for what they did to her.

“It’s okay, we can wait for her to be born.” I added rubbing her belly too. This was setting off a lot of memories for me.

“I wouldn’t suggest Blighting her Asphy. She’s incredibly stable, no telling what your Blight could do. It’ll be hard getting a giantess rabbit out of here though.” Avarice mused as he inspected her belly, doing something that made Vanilla coo appreciatively.

“But she’s just so perfect~” I purred nuzzling Vanilla’s side. I could hear the heartbeat inside and it made me purr.

“I know. I’m a Deity of Fertility Asphy, I can feel that if she was more magically potent, she’d become the fertility goddess of this world. But that’s besides the point. I can Diminish her size easily, but I’ll have to return her to this size, her body will just shoot back up as she is if I leave her normal sized and she might mutate further then.” Avarice warned me. “So we’d better save getting her out of here for last, and rush her out.”

“I understand but waiting is driving me crazy~” I growled softly as I kept nuzzling her belly.

“Ugh, c’mon stud. Let’s go find Dashi’s sisters, start an orgy to fix them too, and then bum-rush outta here before the horrors of this place start getting let loose on us.” Avarice grumbled as he grabbed one of my talons and started trying to drag me out like an irate lover.

“Okay, we’ll be right back and get you back to your daughter soon.” I purred before flying up to the giantess rabbit’s head and giving Vanilla a kiss before I was pulled away, the mother giggling with a blush.

“I hope to see you again soon boys~! Oh! She kicked!” Vanilla gushed as we left her cell, the door sealing back shut as the minokawa femme we’d created was leaning against a wall tiredly.

“Y’know, I hear we didn’t even have to condition her for this. She’s so naturally motherly she took to the treatments like she was made for it.” The femme said as she stretched her new, longer neck and scratched her crystalline plumage.

“I guess one's nature plays a big part in this.” I said trying to find the lab coat I had when I went in here.

“Fresh clothes are in that storage locker over there. Though I wouldn’t mind keeping you naked.” The femme purred as she watched our naked toned butts as we moved to the locker. Maybe I should l take her home too? I thought as I was getting dressed. After all, she might very well be a brand new species. She seems part bird, dragon, and crystal pony or something.

“As tempting as that is, if we don’t try to blend back in, we’ll be outed fast and then who knows what will crawl out of the-.” The vault door at the opposite end of the long hall suddenly smashed inward off of it’s hinges and bolts, all three of us froze in shock at the sight of the naked, burning intact roan unicorn stallion standing easily 12 feet tall now and leering sternly down that hall at us with his milky brown eyes. Master Big then pointed at us.

“Found you.”

“Oh fuck off!” I yelled at the sight of him. Why isn’t he dead yet!? Why is he on fire and not burning?! “Ummm, miss please stay in here with the matronly rabbit.” I said while pushing the femme into the quickly opened vault door to Vanilla’s cell, which was just as quickly closed once she was inside.

“Time to run.” I said as I grab Avarice’s arm and hit the switch to the door on this end of the hall to open it. I stared at the door as it slowly unlocked!?! “You have got to be kidding me!”

“Tainted Subjects. Will Report. After Pulping. Eating You.” Big stated haltingly as his flaming hooves left scorch marks with his slow and completely deliberate march towards us.

“I am not being eaten by that thing!” I yelled looking at the door. Come on hurry up and open!

As if it heard me silent plea, the door suddenly rocketed open, and when we ran through it, it slammed shut without us doing anything, and alarms went off as something started spraying on the other side of the door, causing the stallion to, for once, roar in rage.

I blinked at this as I made a call to Bunnie. “Bunnie? Was that you just now?” I asked.

“Yep Sugar Lich, I’m in the system. I’ll guide you to Dashi’s sisters, but then you’ve gotta double-back and get Cream’s mom you hear? Stop wasting time screwing everything, even if it is a good show.”

“Got it, let’s run Asphy, we’re just going to straight-up Blight them, then run. With that Nemesis Wannabee after us we’re outta-.” An enormous dent suddenly pushed out of the vault door, and he grabbed my talon and we ran. Nude as we were…. Oh crap we forgot the lab clothes, fuck it. Staying alive was more important.

Bunny hopping part 3 With A Dash of Zest

***Bunnie P.O.V***

“Ok. I think we need to leave this room before we get unwanted company.” I said as I open the door and looked both ways down the hall. So far no one is there as I quickly move Cream, Dashi and Pikachu out of the room.

That was when I heard a groan you only hear in horror movies. I looked down the hall to find a number of zombie griffons, ponies, and some other things that were too rotten to recognize.

“Ok time to run!” I shouted as I pick up Cream and we ran, but not before Pikachu sent a thunderbolt attack at some of the zombies, killing them outright. Or at least it seemed so, they got up slightly charred and began chasing us along with the one’s that weren’t hit.

‘Not good. We need to find an exit and fast.’ I thought as I picked up Dashi and Pikachu and took to the air while Cream was holding onto my back. Oof, what does Dashi eat, rocks?!

“I am so going to get this place nuked once the mission is over.” I said as I flew up some stairs. Good thing those zombies are relatively slow on the stairs as I left them in the dust. I then saw some ponies with what I think are their lips missing- WHOW! They have guns!?

“Out of the way morons! Pikachu use Thunderbolt on them!” I ordered, and Pikachu sent a thunderbolt right at the group. One head exploded and, oh my god! That’s just gross! A huge tentacle thing just burst out of the neck with four bone-like blades on the end of it. I am going to have nightmares now!

“Damn it more uglies!” I said in annoyance as I turn left to the next hallway to the nearby stairs, hoping to get to the exit. Good thing this is the path we took when we first came down here.

“Are we almost out yet Miss Bunnie?” Cream asked sounding very scared and I can’t blame her, this is seriously some fucked up shit, and this poor little thing shouldn’t even be hearing stories about this, let alone experiencing it.

“Yes, we are almost out so don’t worry sweetie.” I said as I see the exit is coming into view. But that was when I saw something standing in the way which made me stop in mid air. The tall stallion had what looked like a mix between a bag and a execution hood on his head, not only that he had metal spikes stuck into his body. He was holding a large Sledge-Axe, worst part was his wet choke-breathing and what looked like small tentacles moving in and out of the holes in his hood like mask.

“Oh come on! Can’t I get a lucky break?!” I said as my left eye was twitching in anger as I start shooting the stallion in the head with my arm cannon, hoping that will do the trick. I regretted that as his hood was burned away to show a mass of leech-like tentacles in place of his head. He then slowly walked over hefting the large axe. Every time I shot him a mass of leeches would shoot out to try and block the shot and get burned or pull the damaged flesh back together again. I then noticed a large pulsing core of orange flesh in the middle of his head of tentacles.

‘I hope that is a weak spot.’ I thought as I fired at the orange core while at the corner of my eye Dashi was crossing her fingers as she hoped it works too.

The thing roared in pain when I hit the core and it swung its axe into the wall. It then used its free arm to try and keep its head covered. It then I think it looked at us as the core went down into it neck, before pulling it axe free and roaring at me. ‘This is going to get annoying.’ I thought as I kept shooting, hoping to hit that orange core again.

It then dropped to its knees and I saw the core again come out of its neck, as it tried to pull its body back together again. I hit the core again and I see some orange fluid come out as it roared in pain again. It was then the thing started to charge at me with its axe in the air. I ducked out of the way as it swung the axe at my head. The axe thankfully missed my ears and firmly stuck into the solid rock wall, which I took advantage of to shoot at its back.

It gave out a roar in pain as it's back started to move and split open, showing off a huge maw of teeth. I then got a bigger shock as it started walking backwards towards me, but in the center of the giant mouth was the core.

“Choke on this!” I shouted as I shot into it’s mouth and hit the core again. This time the core was destroyed with a disgusting rupture as the thing gave out a garbled roar of pain before dropping to the floor. I gave out a sigh of relief until I smelled the horrid stench it gave off! “Oh, Oh god! This thing reeks!” I gagged as everyone and myself covered our noses as we quickly ran to the exit and got ready to call Sugar Lich. Hopefully he and Ava has got everyone out.

Too bad I missed the pile of flesh getting back up….

***Asphyxious pov.***

“Okay I think that's all of them Blighted now.” I said as I put my hand on the last Mantis Dash’s head and fill her body with Blight. We really didn’t have a lot of time on our hands so the faster we can get this done the better, it was just easier on me if I sexually transmitted it, but pleasure and comfort come after expedience right now. “Any idea how we get the big lady out of here?”

“Damn it Asphy, your brain really is centered in your dick isn’t it?” Avarice asked as he was vainly trying to push several Blight Mantises away who were amorously thanking him for helping them since he’d occupied a large number with sex so I could focus on Blighting them all as they mobbed him for attention.

“I can’t help it! When you’re around it’s like my sex drive gets doubled or something!” I replied as I’m hugged by the new Blight Mantis. “I know you're happy we’re helping you but we really don’t have time for this.”

“Yeah ladies! In case you didn’t understand before, which is likely, we have to fucking fly outta here before Master Big catches up through Bunnie’s sabotages of the security.” Avarice stressed, getting all of the now thoroughly insectile mares to grimly nod in understanding, before preparing to-

A wall was suddenly smashed in-FUCKING DAMN IT HE’S HERE! “Found You.” Master Big grunted as he was now no longer on fire, but rather he was now 13 feet tall and covered in a russet red and cream crystalline shell like a golem. Whatever Bunnie did was seriously effective for a moment then.

Wait, he seems to adapt to long term changes not sudden ones. “Hey I have an idea how to kill this guy.” I said pulling out my shotgun.

“I wouldn’t advise whatever your dick-brain just thought of!” Avarice protested by grabbing one of my wings, getting me to squawk in protest as he quickly followed the terrified stampede of Blight Mantises out of the opened door, but we had to dodge when a pillar of fire suddenly erupted between us and the escaping mares, who cried out in concern over us. “Keep going!”

“Burn You. Crush You. DESTROY You!” Master Big roared before stomping the solid rock floor with his hoof, causing a small stone pillar to erupt next to him, which he then grabbed and ripped free to use like an enormous club.

“Kiss my tail!” I roared back as we kept running. Something tells me Dr Arkadius knows we’re here by now. We ran through the door, and while Avarice was frantically leading us onward once he switched to holding my talon-which created far too many homosexual feelings for me to feel entirely comfortable with-I contacted Bunnie on Echo. “Bunnie! We need you to guide the Blight Mantises out and-!”

“Kinda busy Sugar Lich!” Bunnie screamed back, yelping as something seemed to be happening. “What does it take to KILL THIS THING?!”

“Bunnie! Description!” Avarice demanded as the Mantis Dashes thankfully seemed to know how to read the signs that were sparsely placed along the halls as they rapidly and smoothly led us through the hallways of this nightmare lab, and the huge mob of up to 30 or so bug mares butchered and maimed everything on the way like the stampeding herd of alpha-predators they were, meaning right now we were more-or-less safe.

I snached up a tape recorder on the way and looked at it. I’ll play it later once we’re out of life threatening danger. “Avarice, do we know where we’re going?” I asked as he followed the stampede of mares.

“No fucking clue! But if I can guess, they were being trained as shock troopers if their effectiveness is any clue, so maybe they already know the way out. Either way, it’s better than doing anything slowly with-!” A section of hallway collapsed behind us, and Master Big burst through it like a demon possessed. “-THAT after us!”

“GOOD POINT!” I shout as I grab him and start to fly down the halls after the now also-flying herd of clones who clearly understood the dire situation they were in.

“I can’t really say much with me dodging! It’s a-a, Deadpool ripoff or whatever-AH!” Bunnie yelped as a very loud metallic clang rang out over the Echo.

“Bunnie! Talk to us!” I yelled as I noticed red lights started to flash down each hall. That doesn’t look good.

“I’m alive! I had to block it’s sledge-axe with my robo-hand that time.” I breathed out a sigh of relief for a moment as we were forced to continue following the herd of mantis mares as they went even faster at the sight of the red lights.

“Bunnie it’s probably a Regenerator! If it’s shooting spikes from it’s body and has a cage over it’s head it’s an Iron Maiden, stay FAR away in either case if you can! But for both, they have multiple cores that you need to kill to finish it off! They can have anywhere from two to four cores!” Avarice informed, before a steel wall fell from the ceiling, slamming into the floor and separating us from the herd of mantis mares, causing us to crash headlong into it.

“This is Doctor Arkadius. Subject Sci-Big has gone Rogue! All personnel are to evacuate and take all essential materials with you! This island is going to fall in 30 minutes when the Master Emerald is smashed by Subject Smasher. Repeat, you have 29 minutes to-.”

“What the hell does he mean the inland is going to fall!?” I yelled. As I looked at the door we just ran into. I thought Bunnie made it so this would not lock us in here? Must be a safety measure or something that big git back there set off.

“The Master Emerald is the only thing that is keeping this island in the air. Without it Angel Island will fall onto anywhere it was floating over.” Bunnie said in a panic.

“Okay don’t panic and stay alive. We’ll be there as soon as we can.” I replied before seeing a sign that read Broodmother Experimentation wing. “We’re going to get some help.”

“What kind of help?” Bunnie asked just as there was a sound of a wall being blasted inwards.

“Depends on how well the Broodmothers took to the Blight and can move.” I replied as I started to run. “Come on Avarice there’s still a way out of this!”

“Wait, wait, WAIT! Arkadius said all Essential Materials, and I think the Broodmothers count as-!” We turned into the ripped-open hall, and found all the Broodmothers rounded up with some sort of energy collars, and Vanilla struggling against the pull of her own collar in vain as the minokawa femme was being collared herself despite her strength as Arkadius himself callously snapped it on her, and she screamed in pain as it electrocuted her until she was writhing on the floor.

“Last new subject secured, time to-.” Arkadius exposited into another recorder, and paused at seeing us both leering hatefully at him. “...Ah...oh? Hm, it is my fault then...I should’ve realized neither of you worked for me. And you set off that dumb lug Sci-Big as well. Well played. But I’m leaving with my experiments, and nothing, gets between me and my work.” Arkadius growled as he aimed his combat syringe at us.

“Didn’t you know?” I asked with a smile as I charged a spell in my talons. “I have a knack for ruining plans.”

“Besides, we already Blighted them all except Vanilla there, so they’re not going to be brainless baby factories for you. Now, just walk away, and we won’t be forced to destroy this avatar of yours-.” Avarice was interrupted by one of the cells erupting into the hall, and everyone froze as Sci-Big emerged into the hall between the two groups. “Oh c’mon! Why do you keep interrupting ME?!”

“...It looks like we may have to hold off on this little argument…” Arkadius said with a smile. “A-ah! Sci-Big! Good! Deal with-hurk!” Arkadius was shot by a spike of ruddy red crystal that was launched from Sci-Big’s shoulder without him even moving to do it, and the demented scientist choked on the long thin spear of mineral that had gone straight through his upper chest and thus his windpipe, before falling over, and fading away into motes of purple light, the collars of the Broodmothers and the minokawa deactivating.

“Ladies, get out and run! He’s after me and Ava!” I yelled and took a shot at the big lug. It didn’t do anything but I wanted him to chase me and Avarice. Only for the stallion to apparently not give two fucks, and look straight at the utterly terrified Vanilla.

“Found You….” Sci-Big uttered, before moving straight for her.

“DON’T EVEN THINK ABOUT IT!” I roared while changing into my Lich form and drawing out my sword. “You lay one hand on her, I’ll eat your soul myself!” To get my point across I fired hellfire off at him setting his back on fire, which rapidly spread over his whole body.

“Don’t Care. She’s Mine.” The clearly obsessed stallion growled as he approached Vanilla who whimpered and despite her greater size, quickly submitted to him patting her head since she had to be crawling in the hallway, his burning crystal changing to a purplish tint as he grew another foot to 14 feet, and the fire hissed out, the hallway seeming to suddenly get cold.

I had no idea what I was thinking when I teleported behind him and swung my sword right in between his legs and got nothing out of him. It was only after pulling my sword free that I regretted my action as he turned to look at me. “...Oh fuck…”

“I’m done….” We all turned to see the frustrated and annoyed Avarice, who growled as he began transforming, his black crystal scales returning along with his sinuous bladed Verdugo tail, but then he fully transformed into his Verdugo form, his chitin retaining the black crystal scales however. “Asphyxious. Get the females out. I’m going to be taking this jackoff out to town.” He then began growing, filling the hall quickly and hissing as he began outgrowing the hall, rapidly becoming his largest 50-foot size, and grabbed the stunned Sci-Big, before tearing free of the mountain and leaving a huge gaping hole as he threw Sci-Big towards the ‘village’.

“Okay….” I replied getting the weirdest of nonexistent boners right now. I moved to start getting the girls and Vanilla out. Something tells me I should not stick around any longer. We all went down the halls to try and find our way out without having to climb down the exposed mountainside with so many pregnant ladies, super tough and all uniquely mutated according to their origin species…. Why did I find them sexy like this?

***Bunnie P.o.V***

Ok I wasn’t expecting Knuckles, Tails, and Shadow, who Cream had said were looking for her, to show up here by digging out of a wall at the base of the mountain while I was on the Echo with Sugar Lich. They’d apparently did it courtesy of Knuckles’ Shovel Claws. So I quickly explained to them the dire situation involving the Master Emerald going to be destroyed, and they agreed to help with the fighting since I was helping keep Cream safe.

Then we saw the side of the mountain explode and a giant black humanoid scorpion thing hiss loud enough to shake the island and then throw something elsewhere on the island. I just hoped that whatever that thing was, it wasn’t about to go Godzilla or something on Equestria right now, we had far more than enough to deal with at the moment.

“Where is a megazord when you need one or two?” I said while looking at the monster with a good bit of fear. “How are we going to beat that?!” I asked out loud hoping someone has an idea. I didn’t hear one, but Shadow got right to business with attacking the monster chaos spears and spin dashes. But he couldn’t land any attacks since the giant anthro bug moved so fast in the direction of the thing it threw they all missed, and that was when Asphyxious teleported out of nowhere and tackled Shadow to the ground…

“What is WRONG WITH YOU!?!” Asphyxious shouts into the dark hedgehog’s face. I was a little shocked at how angry he sounded.

“Trying to fight a monster. Clearly.” Shadow said in a bored tone.

“That’s Avarice! And he’s trying to save our asses! Attack him again, and I’ll pull your heart out through your asshole!” Asphyxious roared in rage.

“That’s Avarice?” I asked completely surprised that he is this big scorpion thing. I had thought if he took on a form it was supposed to be oversexed like she said. Well...maybe it is and I can’t tell?

“I’ll be back, don’t do anything or attack anyone unless they attack you, get it rat!” Asphyxious growled at Shadow before teleporting away. Leaving me and everyone else a little confused about where he went.

“I am a hedgehog dumbass.” Shadow said in annoyance about being called a rat.

“So I guess we let the big guy smash the smasher if what he threw is what I thought it was.” I said while petting Pikachu for comfort since Shadow and the hovering and worried Tails had helped dispatch the Regenerator and those zombies it was rallying. I then noticed that Avarice was going the other way… Asphyxious then showed up after 5 minutes and was leading a large number of who I think are the broodmothers and for some reason I feel a little bit wet in my panties at the sight of them. They also all looked pregnant, I’m not sure if that was Asphyxious and Avarice’s doing or if they found them like that.

“Mummy!” Yelled Cream as she ran up to-WOW! Vanilla was a giant! I thought as I saw Vanilla crawl out of the opening in the side of the mountain, and rise to her full 20-foot height, and pick Cream up in the palm of her hand and nuzzle her daughter.

“Whoa nelly. That’s a big rabbit.” I said in awe as I am no longer the biggest rabbit in the world, since I barely came up to her ‘small’ belly’s navel. I then realized something, all the broodmothers and Vanilla were naked, and not ‘Mobian’ naked either, indecent naked.

“What….the…..hell?” Was all Shadow could say I looked back at him as he turned away to hide a blush, Knuckles gawked at them dumbly and not sure how to react, while Tails was having a big nosebleed.

“Oh act your age, you all act like you never saw a naked female before. Well aside from the fox, he looks too young for this, cover his eyes!” Asphyxious snapped at them like a grumpy old man. “By the way Bunnie did you happen to run into the Mantis Dash’s? We kind of got split up.”

“They are in the trees trying to cover themselves.” I answered since I saw them run to those trees a while ago. They were all exactly like Dashi’s bimbo body, but all had their own personalities, and most of them had regained a sense of decency and were embarrassed over their nudity.

“When did they get out? Damn they move fast when something dangerous is on their ass.” Asphyxious replied as I felt Dashi pull on my arm. I looked down and saw she looked fearful about something.

“We should hurry before the Smasher sinks the island. Umm, if that’s alright with you?” She asked looking up at me. Oh shit! That’s right how could I forget?!

“Right. We need to teleport as many people as we can off this island just in case.” I said as I get my Chaos Emerald out from my breasts.

“Are you going to wash that?” Knuckle asked as his eye twitched at where one of the emeralds has been. “Have some respect!”

“Shouldn’t you be worrying about the thing that going to smash your big ass gem or whatever it was called?” Asphyxious asked waving his hand at them like they’re stupid. I begin to question that myself now, only Tails seems to have any brains between these three.

“Oh right the Master Emerald!” Knuckles said as he quickly ran towards where the Master Emerald is resting. At least that was my guess as I just stared after him, there was something really wrong with Knuckles, especially If he’s this absent-minded of the danger we were currently in right now.

“Can someone give these ladies some clothes? I need to focus on the big problem.” Tails said while trying to stop his nose from bleeding as well as covering his eyes. I saw Asphyxious shake his head as he talks to someone on his Echo. Must be that robot dragon lady Sonay, he told me about.

“That is going to be a big clothes order and I mean big.” I said as I can imagine Asphyxious’ Rarity’s reaction to making clothes to fit Vanilla. That made me a little sad about the Rarity of this equestria. I may not have done much to mess this equestria up personally, but it wasn’t like I even tried to stop Rouge, or Peridot. Or...anyone....

‘Am I a bad person?’ I suddenly asked myself in a crippling moment of clarity, not buried in over-sexualized stupidity, power plays, or my usual uncaring reaction to anything. Sure, I asked Sugar Lich to do things, but...that was me taking the easy way out. I never bothered to even try and do the right thing myself. I suddenly felt so...empty...at this realization. And I have no clue on how to deal with this.

“Bunnie we should leave the inland just to be on the safe side. Do you have anywhere we can go that’s not Canterlot. Something tell me I’m not welcome there anymore.” I heard Asphyxious ask, snapping me out of my thoughts.

“Uh.. Well there was this tower in the everfree forest. I am not sure if it’s overrun by Rainbow clones.” I answered thinking back to the place me and my friends use to live before we took over Equestria. Wow, that really was an asshole thing to do now that I think of it….

“Good enough.” He replied before gathering everyone together. “Everyone we’re leaving!”

“But what about Mister Knuckles? He has gone off to save the Master Emerald.” Cream said worried for her friend as she looked off where Knuckles had ran from up in her mom’s palm. I looked to Asphyxious and all he did was shrug.

“I think he is going to be fine Cream. Right now we need to get out of here.” I said to Cream which she gave a slow nod while I get my chaos emerald ready.

“Wait for us!” Called a voice, I turned around and saw a large number of mantis dash’s that looked a lot like Dashi now. I grinned as some of them jumped on Asphyxious and started hugging him, making the taller lich fall on his back. That kind of made me giggle a bit as I rise my emerald to the air.

“Chaos control!” I called out as we all teleport to the tower where some Rainbow and Lyra clones are just laying around bored. Until they saw us and started panicking, trying to run away and leave like the devil himself was after them.

“What happened? I heard screaming? And please someone get them off of me.” I heard Asphyxious ask, when I looked back he was still being hugged to death by the Mantis Dash’s. I saw one of the Broodmothers giggled, as they tried to remove the Mantis Dash’s like they were children. Wait where are the rest of the Broodmothers?

“Oh god they’re up here too!” I heard one Lyra clone scream, never mind.

“Just some scared Rainbow and Lyra clones that were laying around the tower and I think those Mantis Dash’s likes you.” I said with a grin. I heard a groan from under the group of mares that were hugging him.

“Well, I guess we calm down the clones and wait for Avarice to show up.” Asphyxious said as he tried to get up with one or two Mantis dash’s still hanging from his body like little kids.

***Asphyxious pov.***

After calming everyone down and having Sonay send us something for the Broodmothers to wear. I changed back into my human form and had everyone take a little break. I was watching Cream and Vanilla talking in the corner with Vanilla having to lay down to be comfortable, and couldn’t help but be reminded of my own family… And the loss of Cutthroat…

“I wonder what happened to the timberwolves that were guarding the tower?” Bunnie asked as she was looking around the tower.

“What Timberwolves?” I asked waving for her to sit with me. With the day we’ve had I think we all need the day off.

“Sunset had enchanted some Timberwolves to guard the tower while she is away or she is sleeping.” Bunnie answered as she found a stick that was covered in white stuff. I’m really hoping that webbing from a spider.

“Something on your mind? You kind of spaced out back on the island back there.” I asked, really I just wanted to know if she was alright. And I hoped Avarice okay. Super powerful or not, Big was a sort of enemy I had no clue how to counter.

“I was just thinking if I was a bad person since I did nothing to mess up my Equestria but still didn’t stop Rouge or Peridot from making it worse.” Bunnie said sadly. I can understand that, so I get up and walk over to give her a hug.

“Did you know that Rouge or Peridot would do the things they would do?” I asked, wrapping my arms around her. “Did you really believe they would would make things better?” I asked, I didn’t know what they did, but I’d need more than Ponyville to fully understand what they’d done.

“Well I know Rouge was uniting the ponies with the changelings when she became Queen. I know Peridot has her own lab. I don’t know what else they do other than Rouge flirting and having sex. And I don’t know what the others do. As for me I was trying to train guards.” Bunnie answered. I rubbed her back and sighed.

“First we wait for Avarice to come back, then we’re going to have a long talk about this okay.” I asked her with a smile, Bunnie may be a little taller then me now but that didn’t change she was still new to being Displaced. My guess is Bunnie, Rouge, Peridot and the others didn’t give themselves anytime to get used to the new change. Or think about what their actions could do to this world. That lead me to a very big question.

“Bunnie, how old were you and your friends before getting Displaced?” I asked, I always wonder this about them. Rough acted too much like a horny teen for my liking. “And you haven’t said anything about Amy yet?”

“Well I don’t know how old they are since me and Amy first met Rouge at that con. The three of us were here for for almost a year now while Peridot and the other two gem Displaced Lapis and Jasper have been in this world for 1000 years. As for Amy well. She is busy banging a human female Sonic that Peridot had summoned.” Bunnie answer.

“Huh, so you girls didn’t think to ask the other Displaced about this world?” I oddly felt like there was a question that wasn’t answered. But I could not put my finger on what it was.

“We found them trapped in a pink bubble with cracks in their gems. When we freed them they couldn’t remember almost all of their time here in Equestria.” Bunnie said deadpan.

“Yeah, you girls didn’t explain about the gem thing to me.” I replied with a little smile grabbing Bunnie’s fluffy butt. I could not help but grin at the blush on her face right now.

“Well you didn’t ask us about it.” Bunnie said blushing. Why is it at times she can be a badass and so cute at the same time? I asked myself in thought. “Hopefully we could rest now until Ava comes back.” Bunnie said. ‘I agree, I think everyone needs it.’ I thought as I saw some of the broodmothers taking naps.

“Sounds like a plan.” I agreed, kissing Bunnie tenderly, making her squeak and her ears straighten up like she’d been struck by lightning, and she melted into me before I released her soft, delicious lips and moved to lay down, letting her use me as a pillow and I closed my eye. ‘I hope Avarice is alright...that Big guy was a seriously tough asshole….’

***Avarice pov.***

“What does it take to KILL you?!” Avarice demanded as he pummeled the now 15-foot tall Master Big into the ground of the ‘village’ which was suffused with the lesser primitive Plaga parasites to a point that Avarice decided to pulp everything there, nothing wasn’t infested and sadly, once infected, there was no non-lethal cure.

Better to put the poor people out of their misery as their bodies become meat puppets to their parasites.

“Damn You!” Shouted Master Big as he grabbed Avarice’s left claw, and the giant Verdugo hissed in agony as ice flash-froze over his appendage, and he ripped his arm free of the now dead claw, which shattered in Big’s grip like expensive china.

‘For a muscle-headed lug, this jackoff figured out cold is this form’s weakness way too quickly!’ Avarice roared as his claw slowly regenerated, and launched his extra-long tail blade-first at the purple crystal-coated stallion. His tail didn’t used to be this long in this form, but it was considered sexy for Verdugo to have longer tails apparently, or at least that was what Avarice figured considering his forms have to be oversexed in some way.

In response to the incoming monolith of a blade, the stallion rapidly generated a shield of thick ice, and parried the incoming blade to the side, which barreled through a good number of the Ganado-Plaga controlled people-like a blade in an abattoir and wrecked numerous ramshackle huts. He then roared and launched several enormous ice spikes from his body at the giant humanoid parasite, Avarice howled in agony as the sharp tips cracked his chitin thanks to their incredible cold turning his unique morphology fragile on contact.

{Avarice, this isn’t working! This prick will just continue to adapt to any punishment he takes, and eventually he’ll become as big and powerful as us, even stronger really if we keep playing to his strengths.}

‘Tell me something I don’t know Crescent! But the only way I see to end him is to eat him, and you know why we can’t do that!’ Avarice thought back at his Indifferent Soul, spitting some of his own Plaga mutagen at the growing monster, who gasped and leapt out of the way of the incoming spray of clear fluid, it rapidly twisted the ground and surfaces it landed on into mutated, cancerous shapes whether or not it was still alive, and the stallion ran into the forest. “Get back here!”

{Some fool he is, he knew not to let that touch him. Damn it. If that hit, his own Plaga strain could’ve become unstable, and then we could’ve killed him.}

‘Fucking typical, why can’t I ever get simple enemies?’ Avarice hissed to himself, before the whole island shook, sending the giant stumbling and falling into what remained of the pathetic village. “What the H?!” Avarice asked in worry as he felt his stomach try to leap up his throat. “How’re we falling?!” Avarice asked in a panic as he grabbed the ground to try and keep from falling slower than however much earth was falling under him.

{Hold on, your memories...that was, uh, Bunnie Rabbot, and we saw a little girl that looked like Cream, and her mother Vanilla was-this is Angel Island!}

‘And it’s falling! Something destroyed or removed the Master Emerald from its shrine!’ Avarice realized in a panic. ‘Brace!’ Avarice shouted in his mind, his body transitioning into a pure liquid black mass of pure biomatter, and in a minute, the island crashed wherever it was falling, splattering the formless heap of flesh across over a mile of ground, splashing even further across the island from that. ‘Stre-tch-thi-n, ca-n’t….’

***Knuckles pov.***

“Gah! Ow...that never gets any easier to live through….” Knuckles the Echidna growled after having survived the fall by digging his shovel claws into a thick and ancient tree to avoid being splattered on the ground on impact. “Damn it, didn’t make it in time.” Knuckles groused as he pulled his shovel claws free of the tree, and looked towards the shrine. “Now I’ve got to find the shards and-.”

“Like, hey! You survived!” Knuckles spun around and bared his shovel claws at the voice, and saw one of the oversexed and brainless mantis-pony mutants that had plagued Angel Island as of late. Thankfully this one was wearing the simple clothes her masters had forced on her. Knuckles couldn’t stand how shameless and perverted these mares were. “I’m, like, glad I started flying when I felt like I was falling. I’m kinda impressed you’re not dead.”

“Keep back you monster! You won’t be eating or defiling me.” Knuckles growled at the mantis, who simply chuckled and licked her lips.

“I like them feisty. You’re not my type though. But like, what’re you here for?” The mantis asked curiously as she eyed the naked Mobian’s body. “Like, how do you make babies without a dick?”

Knuckles blushed even through his red fur. “Th-that’s none of your concern! What are you doing here?!”

“Um...didn’t I, like, ask you that first? I thought I did...well I’m just here because I saw all kinds of shiny things go flying everywhere from that fancy place the Smasher was stationed when it crushed that big shiny rock. It was really pretty. It, like, sucks that big pretty rock was ruined though.” The mantis pouted as she crossed her mantis arms under her huge hefty rack.

“Wait, you saw the shards? Where did the nearest ones go flying?” Knuckles asked the near-brainless mantis, getting her to blink dumbly, and then smile upon understanding after a few seconds.

“Oh, the shiny rocks? I picked up a few.” The mantis admitted and used a scythe to gently tug on the neck of her shirt, showing Knuckles she had three large shards of the Master Emerald shoved between her huge tits, getting the Echidna to flush.

“W-what is with all you cows and putting valuable things between your teats?!” Knuckles demanded in outrage and the mare tilted her head in bewilderment.

“Uh, like, where else would I put stuff? I don’t have pockets. Or hands. It was hard enough to put stuff in my tits using my scythes and mouth. They tasted really good though, like sucking a dick.” The bimbo commented with a lick of her lips. “I’d have tried it in my pussy, but I can’t exactly jill myself with these claws.” The lewd mare said as she held out her hooked, and ridiculously lethal arms for emphasis, getting the Echidna to facepalm in annoyance and fluster.

“J-just...give them to me. I need to start gath-wait. What about some Smasher thing?” Knuckles asked upon noticing something important the dumb bimbo said, and she blinked.

“Yeah, like, the Smasher. It’s one of the first big monsters the doc managed to make from dead bodies or something. It’s seriously gross, like, exposed muscle and stuff. Dumber than even us though.” The cyan mantis mare said, and Knuckles fumed.

“So the Master Emerald was destroyed by an undead monster? This is even worse! That thing is defiling the sanctity of the Chaos Shrine! I’ll have to deal with it first, you start looking for other shards and meet me at the shrine!” Knuckles ordered the confused mare, who tilted her head as Knuckles rushed off towards the shrine.

“What? Why? Uh...well these do taste good...and they’re shiny….” The air-headed mare considered as she hefted her boobs with the sides of her scythes. “Hm...hey, like, maybe if I find enough, that little hot-head will tell me about his invisible dick!” Spurred on by curiosity over the little Mobian’s theoretical genitalia, the mare quickly flitted about to shove shiny penis-flavored rocks in her tits.

***Bunnie pov.***

I was shook awake when the ground rumbled like a meteor struck, or an earthquake was happening. It woke everyone that was taking a nap, including Sugar Lich who wrapped an arm around my waist protectively.

“Tell me you felt that?” Asphyxious asked as he rubbed his eye. Then looked around for some kind of danger.

“Sugar, if I didn’t feel that, I’d have to be either dead or numb.” I replied as I jumped to my paws. “That means Angel Island fell. Place is so dense it always survives when it falls.”

“Right… Let's get back to the island and help Avarice.” He replied while getting up.

“Sounds solid. Alright everyone, just stay here, and you’ll be fine-.” I was interrupted by Vanilla groaning and gripping her tummy with her hands. “Uh, you okay Miss Vanilla?”

“I’m fine, baby’s coming.” Vanilla waved off like giving birth wasn’t all that serious, and it made me and Asphyxious go ramrod straight in worry. “Here she comes, mmf, be ready to towel her off.” Vanilla casually said, getting me to frantically look around for something that would work as a towel. Asphyxious just started pulling stuff out of his echo like crazy before finding something we could use to wipe off Vanilla’s amniotic fluids from the newborn, and she moaned in what seemed to be pleasure, which got me to flush through my fur so hard I probably looked like a cherry.

Cream was cheering her mom on, having adapted to the birds-n-bees talk I gave her well enough after talking to her mom as well I guess, and not even a few minutes later, I gaped at the sight of a ridiculously massive 9-foot tall purple furred unicorn mare coming from the giantess’s birth canal, and I was even more shocked to realize she looked exactly like that clone guardsmare that attacked me back at the lab!

“Ummm, Wow.” Asphyxious said just staring at the sight. “I knew she could give birth to a full grown mare but damn.” Asphyxious handed off the huge blanket he’d taken out to Cream and another broodmother who then moved to clean up the enormous muscular mare as Vanilla casually yanked the umbilical cord free from her insides and pinched it off from the mare’s tummy.

“I remember now from hearing through the security feed! She was being used to clone people somehow!” Bunnie realized, and tilted her head. “But how was she cloning females?”

“They climb inside me and masturbate into my fallopian tubes.” Vanilla informed calmly with a satisfied smile as she patted her now flat tummy. “Males have it easier, but mares can still impregnate me just from their genetic material. I’ve had several clones at once from multiple donors too before. I don’t like that those people did this to me without my permission, but I won’t deny I really enjoy it.” She then giggled. “Especially since some tests proved I can safely unbirth people and keep them alive by subconsciously attaching an umbilical cord to them. And when a male literally has sex with my tubes, oh gosh, it is so good….”

I then noticed Asphyxious blushing and the tent in his pants, and I stomped on his foot with one of my heavy metal but still organic-like paws, getting him to yelp and me to glare at him. “I’m the only bunny you get to fuck!” ‘Whoa! Me, where did that possessiveness come from?’ I asked myself, but couldn’t deny some deep rooted instinct inside me told me Sugar Lich was MINE and no other rabbits could have him!

“Yes ma’am…” Asphyxious replied trying not to whimper in pain.

“Think like that again, and you’re giving me bunnies right now!” I hissed, and I blinked, feeling the heat in my core flaring up. ‘No, no NO! Calm down Bunnie! Little bunnies are for later, when your life isn’t so crazy!’ “Let’s go! Chao Control!” I shouted as I quickly dug the blue Chaos Emerald from my boobs and grabbed Asphyxious by the arm, warping us away from the erotic and maternal scene of the most fertile rabbit in the world-which, for some reason, really irritated me-and we were now-. “Ew~! What the fuck is this?!” I demanded as we warped and fell into a semi-solid mass of warm squishy black substance.

“I’m not sure but it smell of Ava...” Asphyxious replied before freezing stiff. “Bunnie… I feel something crawling up my trouser leg…”

“What-AH! S-something’s in my short-ahn~!” I cried out as whatever it was rubbed against my swollen, wet, needy snatch. I panted, I knew I was getting really randy from all the pheromones and sexy things going on, but hot shit am I sensitive!

“F-Fuck~” Asphyxious moaned as he moved over to me. “What is this stuff!?” He tried to pull me out, but with a shlucking noise, it sucked both me and him even deeper, up to our waists, and I cried out as full penetration happened in both my pussy and my ass, and Asphyxious roared as he impulsively humped into it, panting as some white fluid-oh shit he jizzed! “I-it just shoved into my ass and pressed on my prostate-holy Jesus-loving fuck!” Asphyxious screamed as he flapped his wings, tongue lolling out as he groaned, and I screamed in blinding orgasm as whatever this stuff was plunged into my womb and began filling me, my tight abs filling out, making start to look pregnant.

“F-f-fuck~! This is so gross, but so hot, what is it doing to us?!” I frantically asked in fear, mixed with pleasure and a little pain at feeling my womb and I realized also my ass being filled with whatever this was as Asphyxious came again, the black organic sludge seeming to absorb it hungrily.

“Damn it feels so good~” Asphyxious moaned then I felt him grab my ass by plunging his hands into the stuff next to me, and kissing me, I groaned into his mouth as my belly filled, and filled, making me look full term pregnant, then with twins, triplets, it felt so good, my skin felt like it was made of elastic, and then-.

“MMMMMMF~!’ I screamed into Sugar Lich’s mouth, feeling my whole body seize, and convulse, my belly rapidly shrinking as the stuff in my womb and ass rapidly left me, soon leaving me my tight and muscular self again as I vigorously made out with my hot and sexy lich, until the organic black ooze stopped stimulating me, and we broke off, panting, completely flushed and feeling tired from the unexpected and super fucking awesome non-consensual sex.

“I want to do that again~” Asphyxious pants at me.

“Oh FUCK yes!” I shouted, I wanted to feel that again! If being pregnant is that tits-level awesome, then I want Sugar Lich to knock me up NOW! I slapped and squeezed and splashed the ooze around, trying to get it to fuck us again. “C’mon you sexy slime, do that again!”

“Sorry about that you two.” I heard an odd voice, that sounded like mine. “I kinda needed a focus point, and you were the only living things to come into contact with me so far.”

I and Asphyxious slowly looked at who was talking to us, it looked like a slime version of me, but with Asphyxious’ wings and tail added on as she rose from the black mass and formed into what looked exactly like me, only with brown dragon scaled claws for hands and his wings, with draconic slit eyes. Also she was naked, and had twin dragon dicks like Asphyxious just above her pussy, which retracted into their slit into her body.

“Ava?” Asphyxious asked as I saw him look between me and her. “Is that you?”

“Got it one Asphy. Sorry for the rough treatment, I was really spread thin, and I needed some raw genetic material to make a new main body while I suck all my mass back into one focused avatar.” Ava said as I felt the ‘slime’ flow around us and towards Ava, who began to grow, and grow, and grow, making me feel hot and ready to fuck again as I essentially watched myself become bigger, and sexier, until all the ‘slime’ was gone and a 50 foot slightly dragonic me was standing before us.

I then felt Asphyxious slowly push his cocks inside of my pussy and ass from behind through the destroyed remains of my blue spandex shorts, using his hands on my shoulders and my height to his advantage as we’re watching her. “Ready~” He purred as I moaned in pleasure, and I think it was now that Ava noticed how we were acting.

“Whoa, whoa! Stop!” Ava shouted, and suddenly, all my pent up need, my desire to fuck my mate and make little bunnies vanished, and Sugar Lich’s dicks went from ramrod hard to soft and spongy inside me. “Sorry about that. I was flooding you both with Fertility so hard I’m surprised Asphy didn’t get pregnant just now, not to mention you Bunnie. But we have serious, important things to do!”

“Ummm… It okay…” Asphyxious replied blushing I felt he didn't want pull out of me. But he slowly did and oddly it felt kind of nice. I think I should try having a slow, and sensuous session of sex to see if I actually prefer it over fucking hard and fast.

“Thanks for stopping us. You kinda got me baby-hungry I’ll admit.” I said with a blush, but then got serious. “So what happened with that big guy you were fighting?”

“He ran off when I tried to hit him with my mutagen, and then whatever the hell happened splattered me across two miles of land. So he’s still out there, and then there’s whatever that was.” Ava said as she looked around, and I couldn’t help but admire how sexy she, and by extension I, was from below. Damn my pussy is sexy.

“So now all we have to do is fine him again?” Asphyxious asked putting on a new pair of pants. I could see him getting hard again but he tries to hide it. “So where is he?”

“No clue, and what’s with you putting on new pants and not giving your girlfriend new shorts hm?” Ava asked Asphyxious with a cheeky grin, and I grinned back up at her as I twerked my big muscular ass at Sugar Lich, getting him to blush as I looked back to see his reaction.

Asphyxious pulled out another pair of pants and held them out to me with a blush. “I was going to give her something to wear.” He said looking off to one side.

“Just admit it, you wanted to stare at my sexy ass.” I teased as i wiggled my tiny fluffy little bunny tail at him. Oddly, while I was feeling a little randy, I didn’t feel about to jump him either. Whatever Ava just did really cooled me down.

“Fine… Yes I did.” Asphyxious replied with a smile. He handed me the pants, and I realized an issue right away, turning to him, I held up one of my massive bunny paws, and wiggled my huge toes. “Oh… yeah…”

“Hun, I need stretchy shorts, or yoga pants if I’m going to wear anything over these sexy big paws.” I teased, suddenly imagining getting him off with my paws...wow, that felt like a really sexy thing to try. I’ve gotta try paw-play sometime.

“Ava any ideas?” Asphyxious asked.

“Just toss on a skirt and flash anyone low enough to see your pussy like a Sailor Scout without panties.” Ava offhandedly said, seeming to pull a blue short skirt out from her flesh and tossing it down to me, which I easily slipped my huge rabbit paws through one at a time, and shimmied up my thick muscled thighs and over my wide child-bearing hips. The thing just barely covered my ass and went down only a few inches of my upper thighs, it would do.

“Alright, back to business. Where is-.”

“Whoa, like, you’re totally fucking hot!” All three of us turned to see a not-Blighted Mantis Dash wearing simple clothes buzz up to Ava from the trees. “I wish I was as big as you, then I could shove ponies up my snatch!”

“Uh, yeah, that’s always a good dream. So where’d you come from little girl?” Ava asked gently, holding out a hand and the mutant mare landed on her palm.

“I was, like, looking for these dick-flavored green shiny rocks for this angry little red guy with no dick. Or, he might have a dick, but like, it wasn’t there, even though he was naked. So I’m hoping he’ll tell me what’s up with his junk if I get these green dick rocks for him.” The cyan buggy mare informed as she pulled open the neck of her shirt to show Ava something in her boobs, and the goddess’s eyes widened, and looked down at us.

“Bunnie, we have a Master Emerald to rebuild, a big bad who gets tougher, and whatever smashed the emerald to deal with.” Ava informed, and I groaned. Wasn’t today long enough already?!

“I’ll look for big bad, when you hear explosions that means I found him.” Asphyxious said as he starts to walk off.

“I guess I’ll go find the emerald shards.” I volunteered, not feeling up to fighting Big or whatever the Smasher was as the Rainbow Dash Clone flew down to me.

“Well sexy bunny, like, guess we’re working together!” The mantis mare beamed at me, her wings buzzing in excitement, and I sighed, just swell, at least it’ll be her tits carrying most of the emerald shards and not mine.

“Then I’ll go deal with the Smasher.” Ava said, and with that, we split up.

Bunny hopping part 4 And Tea is Ready

***Bunnie pov.***

“So, how’d you, like, land that total stud back there?” The Dash Mantis asked me for what had to have been the fourth time, getting me to groan in annoyance as I shoved another shard of the Master Emerald into her tits. “I mean, you were both covered in each other’s scents.”

“Pikachu!” Pikachu commented in his poke-speech, whatever it was he said, getting me to sigh. I had totally forgotten Pikachu was still in my tits when Sugar Lich and I got slime-fucked by Ava and I didn’t even remember he was there. What is up with the storage abilities of my tits? In fact, it’s working for this clone too, can all huge-boobed females do it?

“Mm, hey sexy, like, if you keep groping me I might just get down on you.” The bimbo cooed, getting me to realize I’d absently been kneading her boobs in thought, and I released her before the deadly mare could act on her impulses. Just hoping her eating my head isn’t one of them. “But seriously, I, like, keep asking and you keep ignoring me. I kinda wanna get me some hot dick that can take me.”

“And who’s dick would that be?” I asked the airheaded mare as we continued searching for the shards. “Damn. These shards are hard to find and thinking about a dick isn’t helping.” I thought as I found a shard.

“Don’t know yet. I just know that, like, if I’m going to find a mate, who won’t die if I accidentally get snackish, I need to be able to win him over, right?” The mare asked as I handed the shard to her, and she grabbed it with her teeth, sucking on it with a moan for a moment before she put it into her cleavage. “And why do these shiny rocks taste so good?”

“No clue hun, maybe….” I mused as I thankfully found another of the shards nearby, and it was roughly phallic shaped, and with a shrug I licked it, going wide-eyed. “This tastes like cherries!” I exclaimed with joy and began sucking on it like it was a lollypop, and my companion purred about something as I was getting lost in the flavor.

“Wow, you’re really good at giving head huh?” The Dash Clone asked, getting me to blink in confusion, and take the delicious candy out of my mouth.

“What’re you talkin’ ‘bout?” I asked with a drawl, feeling all clouded, confused, hungry, achy. Why didn’t I notice how much I hurt before? Ow...my black eye stings! I forgot about it, ouch!

“Hey your fur’s changing colors!” The bimbo shouted in excitement, and I looked down at my brown fur to see it turning slightly green for a moment before it faded, and suddenly all my aches and pains were gone. “Wow, like, whatever happened, you look great!”

“Uh...thanks?” I asked, and rubbed my black eye, only it wasn’t stinging anymore, and all the pain I’d been ignoring was completely gone now. “I guess it was the power of the Master Emerald. Almost pulled a bit of a Scourge on me just now from me unconsciously channeling the shard I guess?” I asked myself more than the brainless bimbo who just nodded along with my conclusion.

“That, like, was totally awesome! I wonder if I can do that, turn green, like a real mantis!” The dumb mare asked, before snatching the tasty crystal from my hand with her mouth, and moaning as she sucked away at it, and I rolled my eyes as I moved along, trying to ignore the shaking ground and the sounds of explosions and heavy impacts going on in two different places.

If I’d been paying attention then...I might’ve noticed the dumb bitch turning green….

***Asphyxious pov.***

“Okay, this is not working. How the hell am I supposed to kill this thing?” Asphyxious asked himself sitting in a tree. Watching the Big guy climb out of a hole he fell in. “I should have thought this through. I have no means to kill this thing or I do have the means and don’t know it, or I could make it worse.”

I could just lead it around the inland but who knows how long that going to last. “Hey big guy, mind turning into something smaller and weaker?” I yelled at him. The look he was giving me made it clear he didn't like me, or my trap runes I led him into. But it did seem to do some damage, not much but a little.

“Hate You.” He grunted, before firing a huge volley of the freezing, burning, and ridiculously sharp spikes at me from his body without even moving. After teleporting to another tree one thought went through my mind, how was he doing that? He didn’t have any way to fire those things from what I could tell.

“I get that a lot.” I replied as he walked into a lightning trap rune and got shocked. I smiled at this, I may of stolen this idea from Nicko but it working. I just have to remember to set up some more traps. But then I groaned when he got even bigger, and his crystalline outer shell began crackling with electricity too. How is he doing that?! First fire, then ice, now electricity! That’s really freaking annoying! But I started to notice something odd, why hasn’t his horn changed with his body? Wait what if I’m going about this all wrong. One way to find out.

I jump down from the tree and wave to him. “Hey I’m over here!” I call out getting his attention, the hard part will be getting close without him killing me. Yeap he saw em and is walking over, oh boy he a lot bigger up close. As soon as he about to throw a punch I duck under it as I run past his leg I put my hand on it and tried to drain some magic from him. And I roared in pain as a spike fired from his leg and through my hand, burning, freezing, and electrocuting me all at once.

I didn’t care at this point as I kept it up and but as soon as I couldn’t take it anymore I pulled my hand free and teleported away from him. “Fuck… That sucked.” I said to myself and looked back at him. He looked a little confused to me, as he looking at his right hand. It suddenly began to deform into a hideously oversized claw, and he grunted before turning the edge of his left hand into a blade and cut the rapidly mutating appendage off, it writhed and flinched as a fresh, normal hand replaced it.

“Well… Looks like I found something that works… This is going to hurt a lot.” I said looking at my hand with the hole in it. I used a healing spell on it to close it up. Time to play a game of tag.

Only to find my face to his abs as the stallion stared down sternly at me. “Do Head.” He demanded of me and pointed at his temple.

“...Fuck off…” I growled before putting both hands on his gut to drain his magic again before teleporting away again. This time his gut started to change, I felt my hands hurt as I saw small holes in them. “Looks like I’ll have to get that horn, all I need is an opening.” Which didn’t come yet as the part of his torso I touched launched his abs at me like cannonballs which crashed through the forest behind where I previous stood like said projectiles.

“This is going to take a while…” I said to myself, healing my hands again. And set off on my task of draining this thing’s magic.

***Ava pov.***

The giantess draconid Bunnie copy that was currently Ava tentatively tried to maneuver around the forest towards where the Chaos Shrine seemed to be. A daunting task for the currently stuck-as-a-giantess goddess with ridiculously gigantic and soft bunny paws, since she could barely step between the ancient and powerful trees of the forest that got bigger and stronger the closer to the shrine they were.

‘Why’d we have to get stuck like this for now? Any luck stabilizing our body Crescent?’ Ava asked her spiritual companion as she looked forlornly at her G-cup breasts, actually missing her even more enormous K-cups, feeling weaker than she should be despite Bunnie’s naturally Fertile body.

{Not yet Ava, we’re just going to have to live with this child of Bunnie and Asphyxious for now. They make a really nice kid together you have to admit.} Crescent pointed out to cheer Ava up, and she grinned as she ran a hand down her body, and grunted when she fingered her penal slit where her twin dragon dicks had retracted into her abdomen.

‘Can’t believe it went outright herm though. Twin dragon dicks, no balls, and a vagina? Those two will have seriously dangerous kids when they get busy.’ Ava mused as she sighed at seeing another dense patch of forest blocking the way forward, and then glared at her dragon wings. ‘Why can’t I fly again?’

{Because, Ava, the wings need time to cure before they’re durable enough to handle our mass, the speed we assembled this body left it pretty close to fresh.} Crescent reminded, and Ava snorted out her cute bunny nose in frustration that this body, a product of her friend’s and her newer gal pal’s respective loins was impressive, but not working for her.

“Damn you forest! Stop hurting my paws!” Ava demanded irately of the thick woodland that hurt her giant fluffy paws whenever she tried to stomp on them instead of behaving and crushing under her like they should.

“Hey Sugar!” Ava huffed and looked down to see Bunnie exiting the forest with a now-green Mantis Dash hungrily sucking on another shard behind her. “Having trouble gettin’ through?”

“Yes mom...uh….” Ava blushed at realizing what she said, and Bunnie’s ears perked as an oddly pleased expression flitted on her face. “Ignore that…. I can’t get through this damn forest to reach the shrine, and my wings are too weak right now, and I can’t shrink down or-.”

“Hun, just calm down.” Bunnie called out patiently, getting Ava to feel oddly placated and calm. “Why don’t you just hop on over the forest to the shrine instead?”

“I don’t want to not make it and...get...perforated.” Ava admitted with a shudder. “With how unstable my body is right now, that might actually kill me and force me back to Sharp, abandoning all this mass.” Ava informed the diminutive-to her-bunny since she only came up to her shin.

“Then just wait patiently sugar. We can’t use the Chaos Shrine until we have all the Master Emerald’s shards gathered up anyhow.” Bunnie reasoned, and Ava sighed gently in resignation as she looked forlornly at the cluster of mountains in the center of the dense and ancient forest that had the shrine nestled between them. “So...uh, while we wait for your wings to firm up or something, wanna chat?”

Ava was about to sit down and agree, when she gasped at the looming threat behind the brown bunny, and she shot her hand down, snatching Bunnie up with a yelp mere moments before two ridiculously massive mantis claws would’ve sliced her apart.

“Aw, like, I was so hungry…. I just wanted a bite~....” Came the distorted and raspy voice of the now further mutated mare, her lower body had in the time Bunnie and Ava had been distracted, turned into that of a giant praying mantis’ with four insect legs to go with the thorax, an extra larger set of wings, and she now had two normal arms at her shoulders, while her mantis arms had migrated down to her ribs and gotten larger to a point of matching her thorax in scale to a real mantis, while her torso got even larger boobs that was straining her plain shirt to the seams, and her eyes were filled with specks of light while antennae replaced her pony ears.

“Holy shit! I turned away for two minutes and she became a monster!” Bunnie screamed in shock at the mare, or could she even be called a mare? Who had been having amicable conversations with her not ten minutes ago.

“Oh well, guess it’s fine. I like, totally like you girl. Rather not eat ya. But I’ve got more dick shards to find, and then, the Master Emerald will reward me….” She trailed off absently, intelligence leaving her eyes entirely, and she hissed and twitched, seeming to use her antennae for something, she then looked around before skittering back into the forest.

“...She has a ton of the shards in her tits too….” Bunnie lamented with a facepalm. “Now we’ve got a...real mantis to hunt.”

“She degraded into a Gol….” Ava said sadly. “Gols are almost mindless animals, powerful, territorial, and think of nothing more than their next meal or their next fuck.” Ava lamented with a sad sigh. “Always sad to see Plaga go feral.” Ava sat down and curled her dragon tail around her legs as she played with her paws idly. ‘That could’ve been me once….’

{Don’t think of it Ava.} It was hard not to….

***Bunnie p.o.v

“Is there a way to cure her?” I asked Ava hoping to fix that clone.

“From what I’ve read, there are rare instances of Gols gaining sentience when something directly increases their intelligence. But she’s a Plaga, likely overdosing hard on Chaos energy thanks to the Master Emerald influencing her. Maybe once she gathers all the shards and puts the emerald together, she’ll return to normal, or...just be it’s new Guardian.” Ava postulated as she set me down on top of one of her boobs while she was sitting, which was very soft and comfy to sit on.

“Well on the bright side. Knuckles got himself some company when guarding the gem.” I said while thinking about that clone hugging Knuckles while sitting on the emerald.

“That prude? He’ll be cursing the Master Emerald before being thankful such a lustful creature is guarding the shrine.” Ava giggled, which sent vibrations through her breast and made me bounce a little, getting me to giggle too.

“Hey, think Asphyxious is okay?” I asked my giant not-daughter, musing if this is how any bunnies I have with Sugar Lich would turn out. If so, we’d have damn sexy kids to unleash on the world.

“Unless he does something stupid, yes. In which case, no, he’s not okay.” Ava said knowingly and without concern, getting me to feel a little conflicted about something.

“So...um...how did you two meet?” I decided to ask, considering I met Ava through Sugar Lich, and they were clearly on at least fuck-friend status. I mean, I know Sugar Lich has maybe the most ridiculously large harem ever, but if I’m gonna get involved, I wanna know who he fucks. And if any were bunnies I’d gut them!

“Well, we originally met at this bachelor party for another fuckbuddy of mine. Didn’t really get to know him then though, I was all caught up in sadness and nostalgia at the time to be all that sociable. Especially when that idiot Iron Man Displaced dared to even joke about nuclear weaponry.” Ava growled, the draconic bits of her anatomy giving it a deep rumble as smoke billowed out her mouth a bit. “Regardless, I first officially met him when my Dragon Love’s sister called for help with her pregnancy.”

“That’s oddly convenient that they were sisters huh?” I asked, and Ava chortled, sending quakes through her boobs, sending me jumping, really glad she had enough fur on her bust for me to grab onto.

“Funny thing is, Sonata, my lover, is 14 feet tall while Sonay, Asphy’s lover and her sister, is only 6 feet tall at best. And get this; Sonay is the ‘big’ sister!” Ava began barking in laughter, and I was glad I’d grabbed firmly onto her fur as the mountain of boob under me shook like an earthquake. “Then I porked his brains out, turned him into a dragon, got my brains porked out, and then probably became the first girl he fucked so thoroughly and not join his Hoard. I’m the top dog, and he needs to realize I’m never going to be just his.” She looked hungrily down at me, and I gulped nervously. “If anything, he is mine….”

“How do ya figure that?” I practically demanded, feeling challenged when she said that.

“Because, I have him by the balls, and by the tail, his lips, his thoughts, but not his instincts strangely. And even then, I drive his instincts crazy.” Ava purred, leaning down until her lips were nearing me, and I shuddered in worry about her eating me. “When you have such near-total control of a man, he might as well be yours~.” She then kissed my back, making me really bewildered. “But he’s not mine. I already have my herd. At best, we just fuck. So you don’t have me to worry about. You have a world’s worth of others to worry about.”

“So Ava. Did you know about one of Sugar Lich’s kids had pass away?” I asked Ava.

“No. But I know his pain. These monsters we freed the broodmothers and those mantis mares from have based all of this off of...me.” Ava admitted, and I gawked at the discovery. “They foalnapped several changeling mares I’d impregnated and a few of the very first Plagalings my first lover, Ichor, gave birth to. As it stands, my daughter, Chrysalis, is the sole remaining Pure Plagaling. These monsters have mass-bred, and butchered my children for their monstrosities. So when you killed any of them...you’ve been killing my children.” Ava admitted with tears in her eyes.

“Oh I am sorry for your losses.” I said sadly.

“There’s no helping it Bunnie. They’re just monsters now. Any mutant or monstrosity you kill is another butchered bastard of my loins. You have my thanks for putting some to rest. At least their suffering is ended.” Ava sniffled, and her enormous bunny ears perked up from their sad droop before she turned to the side, and human Asphyxious came waltzing through the woods, with an...average height Master Big?

“Yo ladies! I took care of the monster!” Asphyxious shouted cheerfully in spite of the numerous new scars covering his hands, along with new scalls.

“Again, thank you for drawing that parasite’s power out of my brain.” Master Big thanked Asphyxious as the no-longer disfigured stallion held a branch of thick leaves over his groin for modesty.

“Don’t mention it, I just wish I took your hint sooner instead of trying and failing to kill you.” Asphyxious chuckled down at the 6-foot crystalline roan stallion, whose horn was now an angular curved and hooked thing like a changeling’s horn rather than it’s simple fluted form previously.

“What’s going on Sugar Lich? Why is that asshole not six feet under?” I asked with a glare at the stallion, who glared back, and shot up in size a few feet to match my own height, and Sugar Lich patted his back to calm him down since he looked to my mate and took a calming breath before shrinking back down.

“He knows things about what was going on here. Good going dick-brain.” Ava teased Sugar Lich, getting him to pout up at her.

“My brain isn’t in my dicks damn it….” Asphyxious grumbled while the stallion realized he’d crushed the branch in his hands when he grew, and broke off an intact portion to keep covering his groin.

“Regardless. I’m free from the Adaptive Parasite Arkadius implanted in my brain stem, at least it’s control over my body anyhow. I’ll help clean up the lab’s remains and fix all the damage done to this island. First and foremost, is the Smasher still here?” Sci-Big asked as he rubbed his, now admittedly handsome, face. Didn’t realize the squashed snout wasn’t his usual look.

“Yep, since I can’t get through the woods with these sexy paws, I couldn’t go deal with whatever abomination is there.” Ava said while wiggling her adorable gigantic paws. I so loved that they matched my bio-tech paws, it meant that my legs were as accurate to my true flesh as possible.

“Damn, that’s going to be annoying. The Smasher is essentially a mobile siege engine, able to topple castles like dominoes and even deploy troops when endangered.” Sci-Big informed with annoyance as he rubbed his face and accidentally lowered his modesty branch, giving us a good look at his package. Not bad, not at all to be honest, but I had a mate with twice the trouble, so it wasn’t all that in comparison.

“Well I can’t exactly do much while I’m unstable. So it’s up to you three unless….” Ava seemed to focus. “I can project an avatar of significantly lesser size if I leave Crescent to manage my core body. I’ll be restricted to that body’s abilities though. So if I die, don’t worry, I’ll end up back here.” Ava reassured us with a pat on her other boob, sending the tit I was still sitting on quaking with it.

“Well then let’s go kill us a monster, hm?” Sugar Lich insisted, and I prepared to stand up when from out of the fur and flesh next to me, rose another naked copy of Ava that was almost exactly my size, and she leaned down with a hand held out.

“Let’s go mom, we have a-fuck I just called you mom again….” Ava grumbled with a blush.

“Yes you did dear.” I answer with a troll sized smile at Ava, before I took her hand and stood up, standing eye-level with a picture of what might be my daughter in the future, filling me even more with pride at the idea. We then both used our powerful bunny legs to hop down to Sugar Lich and the still naked mutant stud who followed after us into the dense ancient forest.

“You all be careful! I don’t want to have to placate Ava again if anything happens to you lot!” Crescent shouted after us from her still giantess body. “She’s a total crybaby!”

“AM NOT!” Ava shouted with an angry blush back at her other self, and I giggled at how adorable my not-daughter was. And so we strolled into the forest, me thinking still of having little bunnies thanks to all this madness. Maybe once things calmed down a bit….

***Knuckles pov.***

This thing! It was unnatural! Knuckles ducked and roared before uppercutting another wretched golem of flesh and bone to pieces with his shovel claws still equipped, splattering blood and viscera everywhere. He’d been fighting the Smasher’s soldiers for close to an hour now, they never stopped coming! After he crushed one of it’s three stilt-strider-like legs, it almost crushed him with it’s enormous wrecking ball of bone and sinew, and began birthing these mutilated corpses composed of uncountable donors, and they never seemed to end.

The Chaos Shrine was beyond defiled, the beast standing easily 15 feet high at it’s base, and another 15 feet for it’s ‘crane’ was situated at the height, silent save the stomach-turning squelches it’s underside made as it produced more of the small monsters directly onto the Master Emerald’s pedestal, and swung it’s spiked ball at him whenever he tried to advance back up to it. It was bad enough the thing regenerated the damage to it’s leg while he’d been occupied with the small-fry.

“Gah!” He cried in pain as one of the flesh golems struck him from the side, sending him rolling back down the long stairway leading up to the shrine yet again, he panted and grunted in exertion just to get back to his feet as he glared up at the army of flesh arrayed against him and his tribe’s sacred home. “This isn’t getting anywhere. There has to be a way.” Knuckles growled as he backed away from the steps as the shambling monsters began to get nearer, his exhaustion finally getting to him as he fell to his rear, looking on with hope leaving his eyes-.

“Hiyo~!” Yelled a human covered in blood and cuts, before laughing and leaping from the trees into the battle that was going on. Bits of meat and body parts went flying everywhere.

“Have a little fire scarecrows!” Screamed an indecently naked bunny-dragon female as she ran up the steps, and breathed fire from her fireproof mouth at the tide of flesh, which backed away silently as they caught fire, since the things lack any orifices to make sounds with.

“Don’t worry, we’ll be fixing my mistakes this day.” Stated a similarly indecently naked stallion, who grew up to 15 feet and roared as he began pummeling, burning, freezing, and electrocuting the mindless golems.

“You okay sugar?” Bunnie asked the relieved echidna as she knelt by him, and he grunted as he struggled to his feet, Bunnie helping him up.

“Yeah, now I am. This thing is worse than any of the robots Robotnik has ever fielded. Most of them usually have exploitable flaws or are just cheaply made. Not this thing. I think even Eggman would want it destroyed.” Knuckles hissed up at the thing which whirled it’s spiked bone wrecking ball, and launched it down the stairs at Sci-Big, who caught it with grain agony before it wrenched back up to the Smasher, whirling it’s tool of destruction as it continued to pump out soldiers.

“I’m going to eat ya!” The human roared as his sword caught fire and continued to attack the mass of bodies. As well as setting them on fire. “Get in my belly!”

“You lot are crazy, indecent, and completely honorless. But I’m glad you’re here all the same.” Knuckles admitted with a feral grin, and winced as he almost fell back down, but Bunnie kept him on his feet. “If it’s alright with you, I think I should rest.” Knuckles said to Bunnie, who nodded and stood up, making Knuckles’s tan skin turn as red as his fur upon looking up Bunnie’s short blue skirt and seeing her bare groin considering his meager 2-foot height to her ridiculous 10-foot height.

“You take a break Sugar, we’ve got it from here.” Bunnie ran into the fight with her arm cannon ready, and Knuckles just fell back on his butt.

“How are they all so shameless?”

***Asphyxious pov***

I was having so much fun I couldn’t stand it! I thought as I grinned at cutting off the, I think it was it head? Whatever didn’t matter, we needed to stop that thing but how do we do that? I thought to myself looking at the Smasher on high up past the hoard of bodies.

“Any ideas how to kill this thing Ava?” I asked plunging my left hand into one of the flesh golems and pulled something out… Ewwww… After crushing the thing in my hand I noticed my hand was covered in scales… Dragon scales. Cool… I have a dragon hand now. Wait, hold on….

“Reach it, burrow into it, kill the core.” Ava stated factually as she used her dragon claws to rend another golem apart and then spat a sort of liquid napalm onto another.

“Ava, how much are these things pinging off your Plaga radar?” I asked as I dodged a golem and another grabbed my sword hand, and I wrestled free to notice it left a clear mucus on me, and now that hand was covered in dragon scales too! What the hell is going on with my body?!

“Well and beyond Over 9000 Asphy. These things are drenched in Plaga mutagen. Why’re, you idiot!” Ava screamed at me as she saw something behind me, and I was buried under a dogpile of golems, and I screamed at the crush as they shoved my face into the stairs, and my bones snapped as they began changing.

“Get off of me!” I roared as the claws on my wings impaled two of them and slams their bodies into the others. I got to shout at them and I ended up breathing fire?! “Wow, I forgot I could do that… Wait, I could never do that in my human form before could I?” My stupid moment of forgetting I was in a dogpile earned me a punch in the snout as some grabbed my now emerging horns, getting me to hiss angrily and thrash as I started feeling dull, I couldn’t think clearly, something was-

“GET OFF MY FUCKBUDDY!” Ava screamed furiously as I felt a wave of fire wash over the pile of golems, it felt incredible to me however, and soon I felt fresh air, and Ava yanked me to my newly clawed feet before she shoved a tit in my sharp-toothed mouth. “Drink you dumbshit! You’re mutating!”

‘What?’ I thought as I started to drink her mutagen laced milk, but that seemed to wake something else up inside of me. My mind was not so clouded anymore, and became not so much clear as sharp. The first golem that tried to attack as I suckled I sliced in half with my new tail blade. I then stopped drinking and hissed as I moved on to the next, and the next one after that. It was like my body was acting on it’s own. What was this strange feeling? Why do my senses feel sharper than before? That when I started to understand, instincts… This was my instinct for battle. And I loved it!

I let out a throaty growl as the mindless flesh continued to shamble at us, even as Bunnie and Sci-Big kept clearing their portion of the stairway. “Not going to run? Good, the fun just got STARTED!” I roared carving a path of gore in my wake. Fool, you are being controlled. ‘What?’ The Deity, she is controlling you as your body stabilizes, don’t get used to this level of finesse.

“What the fuck is this?” I asked in the middle of combat. Something tell me this was not Sombra talking right now. As much as I like the new look, I don’t like uninvited guests in my skull. Fool, I am your Instinct. Right now, we are separate because you are following Her instinct instead of me. To be fair, her Instinct is quite primal, attractive. I see why we lust after her.

Great… My instinct has the hots for Ava, just what I need. I drive my cutlass into another golem before setting it ablaze. “So should I stop talking and keep killing, or do we have a plan?” I asked, as my body acted on Ava’s autopilot, which she seemed to taking care not to let me be dogpiled again. I guess it’s why she’s been standing almost stock-still and staring at me the entire time.

“Shut up Asphy, let the adults do the fighting.” I heard her growl into my head as my body shredded and minced through

“I can fight just fine!” I growled back, before trying to get some control and-WOW?! I was a little shocked at how fast my body was moving now as Ava moved me through the hoard up the staircase, cutting a swathe through with sword, claw, and tail blade.

“No, you suck. It’s your Instinct that’s the real fighter. And to be fair, it’s really trying to get me to submit to you. That’s putting you in my doghouse.” Ava growled at me. “Next time you wanna fuck, you are wearing a collar, connected to a leash, You will be my little fuck-bitch.” Ava hissed at me, clearly pissed at my Instinct to rut her, make her mine. “And there you go again! I’m, NOBODY’S bitch! I am the Alpha!”

It’s the challenge that makes it matter! I will be second to none! ‘Can we not have this argument right now!? I swear I am going to have a long talk with this instinct of mine when this is over.’

“No, you know what? You will be MINE! You will be my Beta, I will make you my bitch, you hear me? You want me in your Hoard? I’m adding you to my Herd.” Ava lustfully growled as my body reached the Smasher, and leaped through and past it’s swinging wrecking ball, stabbing my cutlass and tail blade into it, wrenching it open as a flash of green shot in next to me, an even more mutated mantis Dash ripping into the gaping hole with her mantis scythes, hissing ferally as my body jumped away.

I will enjoy combating you. But for now this one needs to rest. ‘Oh hell no! We’re talking about this-then my legs buckle out from under me. Why do I hurt so much…?’

***Bunnie pov.***

I gawked up at the eldritch monster as Sugar Lich’s new mutated and really hot body collapsed off to the side, and that Rainbow Dash clone flew in and began tearing into the Smasher like a mare possessed, it silently keeled over as the busty feral mare burrowed into it, the flesh golems we’d been fighting all silently falling down and stopped moving at the same time as the Smasher.

“Damn. She beat that Smasher like it was nothing.” I said.

We watched in gruesome fascination as the mare literally began eating the whole thing at a rapid and rabid pace, her body growing bigger as she did, already having burst from her shirt as the incredibly busty Gol kneaded her tits as she feasted, until the whole thing was down her gullet, and she was licking her scythes clean. “Ah~! So delicious. That monstrosity was quite the unexpected delicacy.” The Gol Dash said with an extremely unexpectedly refined tone, her formerly bimbo behavior and following feral nature seemingly banished.

“Uh...I have no precedent for a Mantis Shock Trooper behaving in such a manner….” Sci-Big commented nervously as he remained his full 15-foot size and she smiled down at us, her Japanese Cerise eyes glimmering with their own light.

“So… much… P-Pain…” Asphyxious groaned off to one side.

“H-how can this be?! YOU are the Master Emerald’s new Guardian?!” Knuckles shouted even as he strained up the steps towards the sophisticated mutant mare. “I can’t believe this! It’s deemed me unworthy?! It selected a shameless woman like you over me?!”

“Well of course darling! I was the most suited to gathering the shards, and while you needed to try and regain the shrine, I collected all the shards.” She then backed away, and after wiping some viscera and, ew, what seemed to be afterbirth, off of the Master Emerald’s pedestal, and she used her normal arms to pull her tits apart, dumping a ridiculous amount of the green gem shards from between them. “Together, we will be able to protect this sacred place much more effectively.” The new mare stated.

“Hurts… So… Much…” Asphyxious groaned again.

“However, before I allow you to restore the Master Emerald Knuckles dear. You’re going to show me your genitals. I demand my curiosity be sated. The Emerald is amused with my previous simple and oversexed mindset, so it’s going along with it.” The mantis mare grinned cattily at the flustered Echidna, and I snorted in amusement as Ava seemed to tiredly trudge up next to me.

“Why does she make me think of Rarity?” I muttered to myself while thinking about that vampire mare.

“You’ve got to be kidding...this world has corrupted even the Master Emerald. I swear….” Knuckles blushed as he stalled for a moment, before looking at us. “You all turn away! If I have to do this, I’m showing as few people as possible!”

“Can’t move… Or see…” Asphyxious said in pain as he still laid there on the floor.

“Then you’re excused, just you three turn away!” Knuckles demanded, and I giggled while I complied, but Ava seemed conflicted. “Well?!”

“I’m a Deity of Fertility, it’s really hard to not know how something procreates….” Ava admitted before slowly turning around, and leaning towards me. “You’ve gotta tell me how Mobians do it. They don’t have any groins.”

“Whoa-ho-ho~! Such a big little man! No wonder it stows away! It’s like a third leg!” Gol Dash gushed, making me incredibly curious, Ava clearly even more so as she almost got whiplash trying not to turn around, before Knuckles huffed in what was likely pride.

“Of course! Now let me restore the Master Emerald.” Knuckles demanded, and we turned around to see Knuckles was back to being androgynous, and the giant mantis mare was waving a hand at her blushed chitinous cheeks with a wry grin as she backed away from the pedestal, and Knuckles took a cleansing breath before holding up his hands in reverence.

“Master Emerald! I beseech you! Return to your true form, and raise Angel Island back to the skies where it belongs!” Knuckles recited respectfully, and with a blinding glow, the Master Emerald’s shards all pulled together, and seamlessly reformed into it’s glorious, enormous gem state. The Island rumbled, and we all staggered as it quickly rose back into the sky, the tension leaving us all as I sighed in relief.

“What a day...I’ve got way too much shit to tell Sugar Bat when I get back.” I softly whispered as Ava hugged my waist comfortingly.

“Water… Water…” Asphyxious groaned again. And Pikachu answered by jumping out of my tits, and throwing a bucket of water at Sugar Lich...where did the bucket of water come from? As soon as the water hit his body, steam start to rise from him. “...Your lucky… I can’t get… Up….”

“Well, I have a lot of work to do. I need to destroy all the Plaga on this island first, and then demolish what remains of the lab. I’ll see you all whenever.” Sci-Big said as he waltzed off, the huge stud vanishing into the trees.

“So what are we going to do with all the Mantis Dashes?” I asked since they’re all at the tower down below, we had enough clones as it was without them being deadly alpha predators on top of that. Then again, they weren’t dumb bimbos now, and were clearly a force to reckon with if Gol Dash was any superior example. Maybe we could hire them as our own shock troops?

“Well...Dashi is...coming with me.” Sugar Lich groaned as he finally started moving. “She’s pregnant with my offspring. I have a responsibility.” He moved slowly as it looked like he was in a lot of pain. “Feel like all my muscles are on fire.”

“It happens. Welp, I think I’m done here. Oh and Bunnie. Sorry I lied.” Ava said to me, getting me to blink before she pulled me into a fierce kiss, causing my ears to go ramrod stiff in surprise, and she pulled away with a grin. “He kinda might become mine after all.” She licked my nose and whispered into my ear. “Be careful, he’s dangerous.” She warned me.

“Good for you. Anyway. Ava, our contract is complete. See you next time.” I said waving off Ava as she fell backwards, and winked at me as her fiery portal opened under her, and swallowed her up before flickering away.

“I need a drink… And ice, lots of ice.” Asphyxious asked as he slowly tried to walk down the steps. “Ouch, ouch, ouch.”

“You can get that when you go home.” I said to Sugar Lich.

“By the way, what are we going to do with the brood mothers?” He asked looking up at me.

“Well... The Changeling Queens has been asking for more brood mothers as one option but I don’t know what else to do with them.” I answered not sure what to do with the mares.

“I could take them home with me, they can live with the unliving. I’m sure they won’t mind but the big question is. Should Cream and Vanilla come with me?” Asphyxious asked. Looking up at the sky.

“I think they will be fine on Angel Island. Beside They got Knuckles, Tails and Shadow to protect them.” I said not wanting any other rabbit near my Sugar Lich.

“Yeah, before we do any of that. Want to pick up where we left off before Ava stopped us?” Asphyxious asked with a soft smile on his face. He was hurt, tired, and still wanted to do that?

“Nah. Let’s do it onces you are healed up and ready to help me make some little bunnies.” I answer he just smiles at me then nods. With that he left with a portal of his own. After that I then use my emerald to teleport to the tower and send Dashi and any blood mothers that want to do Sugar Lich’s world.

“Well...Time to go do a long ass report.” I said as I teleport back to the castle all the while Pikachu was relaxing in my huge tits again.

Chapter 15 (not complete yet)

(Canterlot Castle)

“Your highness, our squads were eaten by fly traps.” Raindrops said. “There appears to be a bipedal creature controlling them. It has a tannish skin with green clothes, green eyes and black mane. Our Unicorns were able to create a picture.” Raindrops hands Rouge an image of Sam.

“Oh great a new displaced in our Equestria. And it’s a character from Danny Phantom that’s what I need.” Rouge said in annoyances.

“There’s also another one that seems to be patrolling the city.” Raindrops hands a picture of Ember, who looked ticked. “But she didn’t seem to attack our units.”

“Really? Hmm. Maybe we could use her.” Rouge said with an evil grin. “Send someone to talk to this fire hair girl.” She ordered Raindrop.

“Uh… We don’t have any negotiators.” Raindrops said nervously.

“Then send at least someone who is smart enough to do it.” Rouge said to the guard annoyed.

“I’ll go.” Lapis said as she walked in.

“Are you sure Lapis?” Rouge asked Lapis while sounding a bit concern for the gem safely.

“Might as well earn my keep.” Lapis said coldly.

“Ok. Just be careful. You will be talking to someone who has become Ember from Danny Phantom.” Rouge said concerned.

“Water vs. Fire? I don’t see a problem.” Lapis said.

“She attacks with soundwaves. So just be careful.” Rouge said as she gave Lapis a hug.

‘Not like you care.’ Lapis thought.

“Olive! What the heck are you doing!?” Jenny shouted at the ravenette, who was on the ledge of a building.

“S-sorry Jen…” Olive said. “Just day dreaming.”

“Be careful though, okay?” Jenny said, hugging Olive with one hand. “Well, Becky’s gonna sneak us to a bar tomorrow night. Apparently it’s new, plus what better way to spend Louis’ birthday than to break some rules!” Jenny added.

“Right… I’ll be there, don’t worry.” Olive said.

“Once you see Ember try to get her to join us.” Rouge said Lapis as she let’s go of her.

“Okay. Any means?” Lapis asked.

“If she attack first then yes.” Rouge said with a nod.

“I meant offering her anything.” Lapis said. “Even if we don’t.”

“We will try to get what she wants if she agree to join us.” Rouge answered.

“Then I’ll be going.” Lapis said, before her water wings appeared.

“Hehe. Like these wood doggies are totally weak.” A Rainbow clone said after she caused a timberwolf to run away funny with it’s back legs covered in cum.

“How’d you do that?” Pink Taffy asked, shivering at what she’d just witnessed. She was carrying the Lyra clone bridal style.

“Like you just have to know how to get a male or female of any kind to screw you just right.” The Rainbow clone said with a wink and a shake of her huge breasts.

“Why can’t I have normal company…?” Pink asked. “Not a flirty bat queen, not a sex craving buffoon, a bunch of lookalikes with only one thing on the mind and a bunch of whack neighbors!”

“Like who’s the buffoon or the whack neighbors?” The Rainbow clone asked in confusion.

“First is you, the second is my old neighbors.” Pink growled.

“Oh….Are they fun in bed?” The Rainbow clone asked while following Pink Taffy.

“I wouldn’t know, I’m not a slut.” Pink shot back.

“That like shame. You are totally missing out on all of the fun.” The Rainbow Clone said sadly. “So what was your old neighbors like?” She asked changing the topic.

“Jerks and old ponies.” Pink stated.

“Old farts. Like they sound so boring.” The Rainbow Clone said as she got close to Pink Taffy.

“You’re boring, they watched whatever I did. They were creeps.” Pink said.

“What?! How am like boring? I am as fun and totally as awesome as my sisters are.” The Rainbow clone said sounding very offended about being called boring.

“Yeah… You’re exactly like the other clones.” Pink Taffy deadpanned. “|You’re also very stupid…”

“Well like I am a bimbo just like my sisters.” The Rainbow Clone said smiling.

“And that’s why you’re boring… There are bimboes everywhere.” Pink stated.

“Or maybe like you are boring.” The Rainbow Clone said while not notice a glowing orb with a number 44 on it appear behind her.

“Behind you!” Pink screamed.

“Wha?!” Was all the Rainbow Clone could say before the orb went inside of her which made hold her head in pain as she fell to the ground. A minute later she stands back up with a blank look to her face while a glowing number 44 appeared on her left shoulder.

“What is that!?” Pink screamed.

The Rainbow clone said nothing other than she start to giggle like if she is insane.

“Shit…” Pink muttered to herself, setting the corrupted Lyra clone down. “Don’t move…”

“Hehe. Why?” The Rainbow clone asked with a big insane grin on her face.

Pink Taffy pulled a dagger from behind her and pointed it at the Rainbow. “Or I’ll kill you.”

“And make me into cupcakes?” The Rainbow Clone asked before laughing like a mad mare as she flare her wings.

“Ew, what kind of sicko would ruin cupcakes like that!?” Pink Taffy cringed.

“A version of your original that’s what.” The Rainbow Clone said with another insane giggle before taking into the air.

Pink threw the dagger, which clipped the clones wing, before she jumped over the falling cyan mare and retrieved the knife. She rolled, before turning suddenly and waving the dagger tauntingly.

“Anti-magic enchantment.” Pink said.

“Hehe. You might stop my magic but not my new master.” The Rainbow Clone said as the glowing number 44 that was on her shoulder was starting to glow brighter. A minute later a portal open from the ground with an explosion. After that what came out of the portal took Pink Taffy by surprise as it a huge four legged robotic looking pegasus with the same number 44 on it’s chest.

“It’s monday, isn’t it…?” Pink asked herself.

“Yep.” The Rainbow Clone said as the robotic pegasus bucked Pink Taffy off of her and gets back up. “Well this is fun. But we got to jet.” She added as she climb on the pegasus’s back and fly off laughing all the way.

Pink Taffy couldn’t feel her legs. “Shit…” She whimpered, holding back tears.

“So bored.” Rouge said while sitting on her throne bored. She has been sitting there since she sent a small group of guards to dealing with a missing guard report. Along with sending Bunnie to help with the matter and that huge rabbot was going to have her Lich boyfriend help her too.

Now she has nothing to do until Lapis came back with that Ember displace.

“If you’re so bored, then why don’t you end court today?” Sunset asked.

“But I hardly got anyone to see me for court today. Heck I even willing to listen to a noble that complains about something dumb.” Rouge answered Sunset’s question as she move to lay on the throne instead of sitting on it.

“You know, you still have that spell you said you’d use on me.” Sunset remarked.

“The dick? Right. Here you go.” Rouge said as she wave her wand and a dick appeared on Sunset. “Better?” She asked.

“I meant… Damn you.” Sunset growled.

“Well you need to cum in order to move again right?” Rouge asked with grin.

“Yeah, but not here.” Sunset stated.

“Ok. I will just teleport you to my room. How does that sound?” Rouge asked as she wave her wand.

“With you…” Sunset said.
“Sure. I might as well since nobody else is coming to court today.” Rouge said as she teleports the both of them to the bedroom.

“You’re an idiot… I was trying for you to do this. You’re bored.” Sunset droned. “This thing’s already hard.”

“Well this is going to help break my boredom.” Rouge said as she grab Sunset’s dick. The former Alicorn squeaked at her sensitive new genitalia. “So are you ready?” She asked as she jerks the dick.

“Not like I would ever be…” Sunset grumbled.

“Great.” Rouge said as jerks Sunset’s dick and jerk fast.

“I need a bit more than this…” Sunset muttered.

“Maybe some breasts playing will do it.” Rouge said as she use her free hand to play with Sunset’s breasts. Sunset suppressed a groan of pleasure. “Now we are getting somewhere.” She added as she licked Sunset’s neck.

“Child's play. You can do better.” Sunset taunted.

“Oh Yeah?” Rouge said grinning as she took her panties off and stick the dick into her pussy. “Hows this?” She asked as she trust.

“G-good…” Sunset said, drooling a bit.

“Good.” Rouge said as she thrusts faster.

“P-please hug m-me…” Sunset said, her upper body getting colder.

“Sure thing.” Rouge said as she hugged Sunset. “Doesn’t this remind you of all the times we had hugged back at the tower?” She asked.

“No…” Sunset said. “I’m always cold now… Tired…”

“Sunset? Are you ok?” Rouge asked sound concerned.

“I’m not… Sure…” Sunset looked conflicted. “Why aren’t I breathing?”

“Do you need a medic?” Rouge asked worried for Sunset well being.

“No…” Sunset said.

“Are you sure? I could go get something to keep you warm.” Rouge said as she hug Sunset.

“I’m not exactly alive…” Sunset grumbled.

“I can still hug you to keep you warm.” Rouge said as she gave Sunset a hug.

“How can you still love me…?” Sunset asked weakly.

“Because no matter what you look like, dead or alive, I always love you for you.” Rouge answered as she kiss Sunset on the lips.

Sunset looked away. “Even after I hurt you?”

“I can let that slide. I am not going to let that one time come between us.” Rouge answered as she kiss again but longer than the last one.

“O-okay… Can we begin?”

“Sure.” Rouge said as she trusts herself on Sunset’s dick which is now wet from her juices.

The De-Bimbofication Begins part 1

(Bunnie P.O.V) (Everfree Forest)

It was a nice day to take a walk in the Everfree Forest. With all the wild animals being over run by bimbo Rainbow clones it had made place more peaceful if you don’t mind the sounds of moaning lust. Some part of me wished they wouldn’t buck everything that moves.

Lately I have been feeling very horny more than normal. Must be from hanging out in Rouge’s castle to much I guess. So I decided to go look for a Bimbo Rainbow clone to buck with and maybe call for Sugar Lich for even more fun time. How am I kidding, I really want Sugar Lich more. But I had no idea if he was busy or not and I didn’t want to bother him if he’s in the middle of something.

“I miss my Sugar Lich.” I said as I went fuck it and pull out Sugar Lich’s token from between my huge breasts as I spotted a clone fucking a timberwolf. Or was it the timberwolf fucking her? “Whatever. Hey Sugar lich are you free? I got an itch that needs scratching.” I said to the token.

“An itch? What is it on your back you can’t reach? Never mind I’ll be over.” Asphyxious said from his token.

“It means I am in a horny mood.” I deadpan. A portal opens and I saw a artho dragon walk out, with black scales with blue highlights. He then smiled warmly at me.

“Why didn’t you just say so love?” Asphyxious asked, stretching out his wings on his back. “Like the new look?”

“It a good look for you.” I answer with a blush while still hearing that clone and wolf moaning in the background. “So how have you been doing?” I asked.

“I’ve been okay, but why are we in the everfree?” Asphyxious asked as he walked up to me and put his arms around my waist. He still had the eyepatch and the horns on his head looked nice. It gave him a very, regal look to him like royalty.

“I was in a horny mood, and also wanted to walk in a forest to get away from the castle. So I thought of looking for a clone to screw with in case you were too busy at the time.” I answered as I noticed that wolf was blowing his load into that clone. Asphyxious let out a possessive growl as he grabbed my ass.

“I don’t like someone else having you unless it one of my hoard mates Bunnie.” He said in a soft growl as he nuzzled me. “Or unless it’s someone I trust.”

“Uh..Ok.” I said as I purred from the nuzzled. “Say shall we do it in the old castle or that hut over there?” I asked while pointing to where the hut is. Asphyxious picked me up as I eeped in surprise as he took me into the hut.

A few hours later and I was laying on the floor of the hut, panting like a dog. “That was awesome.” I said between pants. Asphyxious growled softly as I felt his throat rumble on my chest that sent a shiver throughout my body.

“I’m happy you liked it so much.” Asphyxious said softly then kissed me on the lips. I then felt his long tongue slide into my mouth.

“I do too.” I said just as something crash through the roof of the hut. When we sat up in surprised I saw it was one of those bimbo Rainbow clones only she was beaten up pretty bad.

“Like help..” Was all the clone said before she pass out. Asphyxious let out a snarl baring his teeth before look up at the hole in the roof. He looked ready to attack something, but damn he looked hot naked. Wait, no find out what happened first, extra sex later. I thought as I tried to wake the clone up.

“Do you have a medic in your hoard Sugar Lich?” I asked while trying to wake the clone carefully.

“Sonay, you should have her number in your echo.” Asphyxious replied staying alert.

“Ok. How do I use the echo again?” I asked since I haven’t use the echo much. Asphyxious looked at me like I asked something silly.

“I’m sure Ava left you away to use it with no trouble. It was built into your new arm and legs right?” Asphyxious asked as he smiled at the blush on my face.

“Oh right let me check.” I said in embarrassment as I found the button for my echo and called Sonay. What I saw on a holo screen was a pink robot dragoness who was holding a baby dragon.

“Oh you're one of the new hoard mates, it lovely to meet you. I heard so much about you from Asphy.” Sonay said smiling as she put the baby dragon down. “How can I help you?”

“We need medical help for badly hurt clone.” I answer as I look back at the clone on the floor.

“Alright calm down, let me see. First I want you to hold your robotic hand over the clone. I can get a scan from it to see what wrong.” Sonay asked from her end. I did as she asked and move my hand over the clone’s body. A green laser like light start to go over the clone body, as I heard the dragoness hummed to herself.

“Well it not as bad as it looks, but she really needs to rest for the next two weeks. It looks like she's been beaten to the point of near death.” Sonay said letting out a growl. “Whoever did this knew what they were doing.”

“Sister…castle....Number…” We heard the clone say in her sleep as if she was having a bad dream.

“What should we do, we can’t leave her here like this. And I don’t like the idea of leaving you alone here so I can find out who did this.” Asphyxious said looking over the clone and purred at me. “I could blight her.” He added with a purr, why does his voice make me want to do nothing but have children with him. Damn. I need to calm down my horny bunny side. Besides we just had sex! This is important to find out who hurt this sexy- I mean poor mare… I really need to get out of Rouge’s castle.

“Bunnie you alright? You’ve been staring at me for minutes.” Asphyxious asked with his muzzle close to my face.

“Oh Yes I am fine. Just having some sexy bunny thoughts. I could keep an eye on the clone while you could go find who did this.” I suggested while blushing from embarrassment. “You could blight the clone before you go.” I added. What Asphyxious said next made my heart race.

“I could blight you too if you want?” Asphyxious asked then licked my cheek.

“Uh..Maybe later. After you find who did this.” I said as my face was bright red. Why did him asking me that make me feel like this? It not like he asking me to marry him… Or was he? Oh my god! T-this is too soon! I mean we haven’t had children yet, no wait. I mean why am I thinking about that!?

“Hey why don’t I call someone to help. And then we can keep an eye on the clone.” Asphyxious asked as he went over to get his echo.

“Ok.” I said as I put my clothes back on. But before I can he already had the token in his claws! “No wait!”

“Hey guys I need your help. Get your magic butts over here.” Asphyxious said to the card in his hand. A portal opens up and I saw a pink dragoness walk out with a wizard. She looked nothing like Sonay. The Dragoness and I both screamed, I screamed because there were strangers looking at my naked body!

“Put your clothes back on! There’re kids reading this!” The Dragoness said while covering her eyes while blushing.

“Oh come on you’ve seen me naked before.” Asphyxious replied broadly. Wait, what did he mean they saw him naked before? “After all you two spy on displaced having sex all the time.”

“That because you are naked most of the time Pevy Lich.” The Dragoness answered. Asphyxious rolled his eye like he was dealing with a young teen. I on the other hand was pissed at what she just called my lover!

“Hey! Who are you calling my Sugar Lich pervy boob dragon?” I growled at the busty Dragoness. Asphyxious laughed at what I just called her.

“Boob Dragon! That’s a good one!” Asphyxious just kept laughing as he held his sides. “Anyway I called you here because we think a number monster is on the loose. It’s host did this to the clone.” He explained pointing at the clone resting on the floor.

“I see. If there a Number monster here. Then I should bring CRD here to help.” Dark Magician said while me and his dragoness was having a stare off. If this was an anime you could see lightning shooting out of our eyes at each other.

“I have no idea who that is?” Asphyxious added. Before moving me away from the dragoness. “Ignore her she’s insane. Well more insane than me.”

“Hey! I am not insane.” The dragoness said offended. “And CRD means Cupcake Rainbow Dash our first revive but she likes to be called Dashie.” She added.

“Huh that’s almost what we call Mantis Dash, she’s called Dashi[a].” Asphyxious added, before glaring at them. “Also Revive any of my hoard mates and I will eat you.”

“Uh..What is a number monster you lot have been talking about?” I asked confused at what they are talking about as I try not to stare at the Dragoness’s huge breasts. And Sugar Lich manhood’s. Damn it I want him again!

“Do you know Yu-Gi-Oh Zexal?” Dark Magician asked me which I nod to since I had watch some episodes of that show. Asphyxious then wrapped his wings around me to help cover me up and I felt him hug me under the wings. “Well these Number Monsters are from that show and now they are entering as many Displaced Equestrias as possible.” He added as he rest his arm on the Dragoness’s breast. Damn it I am getting wet again, it didn’t help Suger Lich was still stiff.

“So where is this Number of yours hiding?” The Dragoness asked. I am just going to call her Dark Magician Girl since she is wearing the same clothes.

“At the castle of the two sisters, it’s the only place I can think of.” Asphyxious replied, I was a little surprised he didn’t make a sound as I reached behind my back and started to play with the tip of his member.

“Well then. Let’s get going.” Dark Magician said as I then felt Sugar Lich softly squeeze my left breast. I tried to not make a sound but it felt so nice.

“I think me and Bunnie will stay here and look after the clone if that okay with you two?” Asphyxious asked as I started to rub my ass on his member. Hurry up and leave so I can have my Sugar Lich all to myself.

“You can bring the clone with us. You wouldn’t want to miss the fight would you?” Dark Magician asked as he open a portal and step out was a four legged Rainbow Dash that was wearing a golden arrowhead necklace around her neck.

“It fine… We’re kind of tired walking through the forest anyway.” Asphyxious replied as I felt him start to fondle my breasts. We both wanted this, but they wanted us to go with them? Can’t they see I want to buck my Sugar Lich!

“You can screw Pevy Lich later. Right now time to catch a Number.” DMG said making my eye twitch.

Asphyxious growled at them. “Fine… Next time you need something and want to make Love with each other, I won’t leave you alone and drag you to do something important. But first leave...” He said waving them to the door with his tail.

“Ok.” Dark Magician said as they walk on ahead while CRD was snickering at my blushing face. Asphyxious give me a kiss on the neck and sighed.

“Sorry my little bunny, looks like we’ll have to hold off on this.” He said looking into my eyes.

“Yeah well later you better fuck me until I can’t think right.” I said looking back at him. Asphyxious pulls me into a deep kiss that make me moan into his mouth.

“I plan on it.” Asphyxious said smiling at me. I smiled and french kissed him as he fell back onto the floor.

(Asphyxious pov.)

After making out with Jessie for ten minutes. And pissing off Katie/DMG in the process we got dressed and headed to the castle of the two sisters. With the Magicians and a Rainbow Dash who looked more in line with the show, apart from her strange haircut. Or was it a mane cut?

“Dude take a picture it’ll last longer.” Rainbow said.

“Sorry, it just looks like someone used to much styling gel on your mane to me.” I replied before holding Jessie aka Bunnie’s hand. She smiled back at me as we walked like this, I don’t know why I find her big ears so cute.

“Well I have to use this much gel to stop my mane and tail from proofing up like Pinkie’s is.” Rainbow said with deadpan look to her face. Now that I thought about it, that would be kind of a cute look for Rainbow. Maybe I’ll ask her or Dashi if they’d think about it when I get back.

“So how did you meet those Magicians” Bunnie asked Rainbow Dash. meanwhile I was keeping a lookout.

“Well I met them at their tower after they saved their three friends Blaze, Ezra and Wendy from their world’s Princess’s.” Rainbow answered.

“Have you meet Lee Twilight yet?” I asked wondering how she’s doing. Knowing Lee he’ll do anything to get her back from the magicians.

“The Twilight with issues? Not really. But I have heard from other Twilight’s that she has issues. Same with her Rainbow.” Rainbow said as they near the castle.

“Ever thought it be better sending them home or letting them stay dead.” I asked as I stared at the Magicians backs. As much as I didn’t like what they were doing, they were doing it in their Equestria. So I felt no need to interfere unless they revived my main six.

“Well I heard from Blaze that Dark Magician is doing a side project of finding a way to send them without their world rejecting them.” Rainbow answered.

“Ever thought the reason there world rejecting them, is because they died in that world and can’t go back.” I asked as we walked up to the main doors to the castle. I felt something off and pulled my deck out of my echo and looked at it.

“He just wants them to live a full life.” Rainbow said with a sigh as they walk through the halls. “I help him with the Numbers because I got a Number Monster along with feeling it’s my fault those Numbers got out of that cave. So doing this is also to thank him for bring me back after my Pinkie killed me and use my flesh to make cupcakes.” She added.

Why did that sound both kinky and wrong to me? I must be really messed up. “Well we’re here now what?” I asked looking around.

“Like, looking for me?” We heard a voice from behind us as we turn to see it was a Rainbow clone only she wearing armour everywhere except her breasts, ass and pussy and she got a glowing number 44 on her left breast. “Because I totally found you.” She added with a look of insanity in her eyes. She is holding chains that lead to collars that some other clones are wearing.

“Well… You don’t see that everyday.” I said more out of surprise. It didn’t help the way she talked was like a undereducated nineteen year old. “So? How are we doing this?”

“We need her to call out her Number so CRD can destroy it with hers.” Dark Magician said as Rainbow was rubbing her hooves together eager to fight.

“So… Play a card game?” I asked seeing DM look at me in surprise. “What? I’ve done this before.”

“Yes that’s one way to do it. The other way is for her to summon her Number right away and CRD does the same then they fight.” Dark Magician said like it was the most easy answer to get. I really doubted it...

“Like get ready to get your ass totally kicked.” The armour clone said as she open a portal. “Come out my master. Number 44: Sky Pegasus!” She called out as a huge robotic Pegasus comes out.

“Wait!” E yelled as everything stopped. “You’re not planning on attacking are you?” I asked with a small smile. “After all you can’t attack on your first turn, right?”

“Like screw the rules, I have big boobs!” The clone said while flipping the bird.. Somehow I don’t think what she said sounded right.

“Okay what about a deal? We have a duel you win I’ll give you… This.” I said pulling out from my deck, number 17 Leviathan Dragon.

“Like what could I fucking want with that?” The clone said as she climb on the Number’s back.

“Oh I’m sorry, I thought you wanted all of the number monsters? I guess I’ll go home and keep this one all to myself.” I said loudly. I was trying to bait her into playing the game, then I’ll invoke Rin boon so she can’t cheat.

“Like what do you take me for a totally moron? My master make me smarter than these clones.” The clone said not falling for it.

“No I thought you’d want more fun. How about I sweeten the deal, you win not only do you get the dragon but me and DMG to.” I said with a smile on my face. Come on take the bait, I know for a fact you can’t look away from DMG with how huge her breast are. I thought as I waited.

“Like swap the card for the Bunnie and we will have a deal.” The clone said as her mouth was drooling. I snapped and breathed fire at her almost setting the clone on fire and burning her mane.

“NO ONE LAYING A HAND ON HER!” I roared making the castle rumble.

“Then it’s no deal. Master attack!” The clone said as her Number come charging at us. Oh crap… There go my plan.

“Number 39 block it!” Rainbow called out as a gold and white warrior appeared out of a portal of it’s own and block the attack. Well that new too. I thought as a growl went through my mind, wait. That wasn’t Sombra…

“I did say CRD had a Number of her own.” Dark Magician said as Rainbow’s Number push the Clone’s one back.

“Well can’t blame me for trying?” I asked. As that growling sound was getting louder. “Do you hear that?”

“I think that was me. I haven’t had lunch yet.” Dark Magician Girl said while looking at her flat belly. Whatever I know what I heard. I thought looking around for the sound, just where was it coming from?

“Whatever it is it can wait. So beat this bitch so I can be rutted silly by Sugar Lich.” Bunnie said as she was trying not to put her hand in her pants. I blushed and started at her in surprise, I guess she still feeling the effects of what Ava did to us. She then blushed and covered her mouth.

“Whatever you say rabbit in heat. Number 39 attack with rising sun slash!” Rainbow shouted as the warrior did as it was told and slash at Number 44 which cause it to exploded and sent the armour clone flying.

“What? That was it?” Bunnie asked sounding disappointed. I had to agree that was too easy, if they’re all like this I don’t see what the big deal was. I had a harder time playing the game with Limestone when she was under Leviathan Dragon’s control. That reminds me.

“The reason for being this easy is because Number 44’s attack power was weaker than Number 39, plus it was controlling a bimbo.” Dark Magician explained as Rainbow called back her number card as she walk to the down clone. I really doubt that was the reason why it was so easy.

“By the way, how do the hosts under the control of a number monster get a dual disk?” I asked crossing my arms. “As far as I know, there isn’t any yugioh cards in my equestria apart from the deck you gave me. And the cards I got from Rebecca for Pupa.”

“Some Numbers choose to give their hosts a duel disk because they prefer things within the bounds of the card game. While others choose to go beyond those bounds and fight head on.” Dark Magician said as Rainbow took the Number from the clone.

“So now what do we do?” I asked looking at the clones, as they start thanking Rainbow and offering themselves to her. It wasn’t funny… Okay maybe a little bit funny.

“Whoa calm down. I know I am awesome but really a simple thank you would be cool.” Rainbow said but the clones pounce her and start kissing her all over. I know your pain, but I will not help you. I think to myself as I go up to Bunnie.

“So Bunnie, want to see what Twilight’s doing?” I asked as I put my arm around her.

“Sure. And maybe we can get her to have some totally fun time with us.” Bunnie said as her eyes was graze over with lust for one moment before going back to normal.

“Jessie, are you okay?” I asked in concern, maybe she should stay with me for a while. She starting to act like the clones and that worries me.

“Yeah I am fine. Why wouldn’t I be?” Bunnie asked as I noticed her hair was a little longer then it was before. Maybe she letting it grow out.

“Your eyes were glazed over just now when you said ‘Sure. And maybe we can get her to have some totally fun time with us’.” I explained putting a hand on her forehead. Hmm she seem fine, but I’d feel better if someone had a look at her.

“Maybe it has something to do with that Bimbo gun Rouge has. She has been nearby it when Rouge use it on the Elements and Luna. Maybe it’s like radiation and it’s affecting her slowly.” Dark Magician suggested.

“Okay new plan, Magicians destroy the gun and everything like it, Me and Jessie are going to talk to Twilight and get her input.” I said before taking her hand and walking off.

“That might be too risky. By destroying it. It could cause the energy within it to spread to the whole planet and turn every female into bimbos.” Dark Magician said as Dark Magician Girl was looking worried.

“Then steal it I don’t care how!” I called back as we left. I still held Jessie hand as we walked away. I was going to ask if she was still in the mood, but I plan on taking her home with me anyway.

“We will see what we can do.” Marshall said as he open a portal and step in with DMG and Rainbow who was dragging herself into the portal with the clones still holding on to her.

I stop walking and looked at Jessie, then had an evil idea. “ Want to find Celestia old bedroom?” I asked with a soft smile.

“Which one? Your Equestria’s or mine?” Bunnie asked as she gets a bit taller. I then grabbed her ass and pulled her closer to my body.

“The one that’s closer.” I replied as I then kissed her. I felt Jessie wrap her arms around me as we kissed. I picked her up and walked deeper into the castle. Now we can enjoy ourselves undisturbed.

(Bunnie P.O.V)

I feel awesome after a few more hours of fun time with Sugar Lich while we in the old castle. But some reason I am still feeling horny, that and my breasts feel a bit more heavy than before we made love. Maybe I should see Ava about this later.

“So where was Twi staying?” Asphyxious asked as he held me in his arms.

“Which Twi?” I asked as move some of my grown hair out of my sight. What was going on? It looked like Asphyxious noticed this too.

“Maybe we should get you back to my den and talk to Ava about this.” Asphyxious asked.

“Ok.” I said as I try to put my top back on but it ripped in a few places when I tried to squeeze my clearly even bigger tits into it. Damn I liked that top. Asphyxious was making a call on his echo, He was talking to Sonay. Something about opening a portal to Ava’s Equestria.

“By the way, anyone else you want to bring with you?” Asphyxious asked me. That was a good question, if this was happening to me. What could be happening to my friends? It explains why Rouge has been acting the way she was, stupid bimbo gun. Should have smashed that thing when Rouge started using it on everyone. Wait… Oh no. Peridot worked... Oh god...every mare in the castle.. I thought as images of bimbo Amy and maids flooded my mind. “Something wrong?” Asphyxious asked again.

“I think Amy and the maids from the castle might be effected from the gun’s leaking energy.” I answered worriedly, but it made me feel so wet. This was so wrong.

“Wait… You mean that gun is affecting everyone in the castle, even when it’s not in use? How long has this been going on?” Asphyxious asked with a little fear in his voice.

“I...Don’t know how long or how it happened.” I said, not sure myself.

“Okay… Okay, we can do two things. Call Ava for help, or get someone to fix and disarm the gun… Oh god what did I send the magicians into.” Asphyxious asked as his eye went huge.

“Back home.” Said a female voice I only heard once as we turn around to see the same silver furred busty anthro cat girl I met from the con.

“You know her?” Asphyxious asked.

“Yeah. She is the one who sold us that gun and other items.” I answered.

“Huh, so… Did you know the gun would do this?” Asphyxious asked the cat girl.

“No I didn’t know it would do that. But it was a prototype so there were bound to be a few bugs with it.” The cat girl said with a shrug. “Anyway I sent the Magicians and that pegasus home safe and sound.” She added.

“Okay, what happens now?” Asphyxious asked as he held me closer. “What are you going to do about that gun? You clearly can’t leave it as it is, I mean think about what the others would say.”

“Well as long as it remains in that castle everyone that is outside of it will be fine.” The catgirl said.

“And what if it doesn't, what if someone made more of the same flawed design?” Asphyxious asked. Maybe I should say something.

“I think Peridot would improve the designs and fix any flaws.” I said. Before I saw the hair on the catgirl stand on end.

“You don’t need to point it out when I know it was flawed.” The catgirl eye twitching.

“But you sold a broken product, that must get under your skin.” Asphyxious asked calmly.

“It more like testing the product out in the field for bugs. And after seeing what the bugs are. I can safely say I can sell a fixed product to the next soon-to-be Displaced.” The Catgirl said grinning.

“What if it doesn't work? What if you get the same problem only unlike Rouge here, they use it on other Displaced. On other worlds… The backlash from this could be huge…” Asphyxious explained. “Imagine all those Displacers finding out your one product changed their Displaced in away they didn’t like… Is it worth the risk?”

“I design it that it can’t affect Displaced and seeing Bunnie is slowly being affected means there are bugs to fix in that area. Do you honestly think I want other female Displaced to become bimbos and their Displacers coming after me?” The catgirl deadpanned.

“Then why make it in the first place?” I asked.

“Baby booms. I mean have you noticed the mares outnumber the stallions in these Equestria’s?” Catgirl asked. Asphyxious and I looked at each other I guess he was thinking it over in his head.

“I guess it kind of make sense.” I said while thinking about it.

“I always wonder why no one was bothered by the number of hoard mates I have… Better question, why not give Rouge the next one? That way if there still bugs, it’ll only affect one Equestria.” Asphyxious asked as he had a thinking expression on his face.

“Or fix all this, before We cast thee into sister Slaanesh’s realm for however long she fancies!” Echoed out Ava’s voice, so prevalent and loud before an utterly gigantic fiery blue portal opened up, and out strode the 50-foot giantess kirin Fertility Goddess, not even her incredibly hot body detracting from the pure, unbridled fury she was emitting towards the cat lady DIsplacer. Why did it take this to realize that the roof of this section of the castle was grandly vaulted? “Thou shalt remove thine disgusting creation from existence, or we shall do so for thee, and commit thee to the same fate.”

“I don’t think removing my prototype would do anything since the damage to this Equestria is done.” The Catgirl said not scare of Ava.

“Foal. Thou hast trampled upon Mine domain. Thou claims thine creation to be for the betterment of pony kind, but we see the truth! Thine art a disgusting deviant, bent on the mental degradation and enslavement of every mare across this sector of the multiverse! And realize, we art not a mere Displaced, we are quite capable of being on par with a Displacer since our’s has given us his power, especially when our Aspect is being perverted so!”

“Really? You are mad because I try to cause a baby boom in hopes to even out the mares and stallions of a Equestria?” The Catgirl said with a deadpan.

“Very well. For thine crimes, we punish thee...Diminish.” Ava taps cat lady with her giant tail blade.

“Hehehe...Hahahaha!” The catgirl laugh before she turn into a mix of gold and silver and morph back to her normal shape and turn back to normal. “Nice try. It won’t work on me.” The Catgirl said.

“You’ll be surprised.” Asphyxious said pointing at the Catgirl’s chest. I saw it was a lot smaller than before. Heh, she’ll, like, never get a stud with tits that small now.

“It isn’t the first time someone tried to turn me into something against my will. *cough Sparkle Cough*” The catgirl said with a fake cough. “Beside. You two have cause mini baby booms with your mates. So what’s the problem with me causing a boom bigger than a Cadence from an Equestria that house a Displaced Alucard causes?” She asked.

“Too much in one go, besides with the way they’re acting do you really think their minds are on taking care of the babies once they're born?” Asphyxious asked then sighed. “They're more interested in sex then raising their kids.”

“But with a fixed Bimbo gun they only stay a bimbo until they got a bun in the oven. They will be back to their old self before the babies are born. Oh and my name is Jade the Cat by the way.” Jade said picking her ear.

“We care not, thou doesn’t realize that we art a potential Displacer ourselves now from Vaga passing the torch. Thou shalt take responsibility, now, or we shall turn thee into a bimbo, permanently, as thine creation has done to this Equestria. It will take days, maybe weeks for Us to reverse the damage thou has caused. Besides, unless thine creation worked on males the gender ratio would simply remain the same.” Ava informed astutely, and Jade opened her mouth, only to pause, and then seem to pale a bit.

“Oh...fudgesicles! You’re right! Increasing the female’s receptiveness wouldn’t change the number of females to males at all! I should’ve instead made a Stud Gun!” Jade bemoaned, rubbing her temples as I shuddered, my pussy dripping my girl-jizz down my leg as my thoughts quickly drifted to my dragon stud getting shot with such a thing, getting even more hung, more virile, more-whoa, whoa, what the? I, like, totally spaced out there for a second? The hot giant lady was here for something? Why is Sugar Lich looking at me like that? All, like, scared-like?

“Like, what’s up hun?” I asked, my curtains of soft hair refusing to stay out of my face, my tits have finally busted out of my stupid, restrictive top, and the air was teasing my tits and pussy really nicely. “Ready to fuck again?”

“Oh, fuck no. Not letting this pass.” The super hot lady growled before kneeling down, oh wow! I could totally jump right into her boobs and-she touched me on the head with a claw, and suddenly everything was feeling clearer. “Magnify.”

“W-what? What’s going on?” I asked, suddenly confused and my thoughts much less foggy and sex focused. I mean, sure, I was still horny, but it was contained, manageable. I still wanted Sugar Lich’s dick in me, but that wasn’t any different from normal ever since I started feeling baby-hungry.

“Are… you okay now?” Asphyxious asked as he stared at me. “You look nice with longer hair.”

“Yeah Thanks. Uh what happened?” I asked.

“Ava used Magnify on you…” Asphyxious replied with a soft blush on his face. “You look nice.”

“Thanks you do too.” I said with a blush of my own, before realizing I was easily tall enough that my tits almost hid him from my view, making me realize I was now much taller.

“Well that is done. I must be off to go have coffee with a Displacer friend of mine; Twilight Sparkle.” Jade said as she was opening a portal, only for Ava’s massive tail blade to stab between her and it, the giant kirin mare leering down at the sheepish cat with a raised eyebrow. “Okay, fine. I’ll get to work on the Stud Gun, and a Reversal Gun….” Jade grumbled, before Ava lifted her tail and the disgruntled cat was about to leave, but stopped, and pointed at her tiny boobs. “And give them back!”

“After, thou produces the new guns.” Ava stipulated, her eyes glowing red, and Jade flinched as her eyes glowed red too. “Consider it a Contract.”

“Bitch….” Jade growled, before storming through the portal indignantly. A minute later while I was putting on some new spandex clothes while Ava was carefully considering how to shrink me back to 10 feet instead of my new 15 feet, another portal opened with Jade holding two odd looking guns. “Here now give me back my big funbags boobs.” She growled.

“Prove they work.” Ava demanded, pointing to me and Sugar Lich!

“Uh-no! No thanks! Don’t feel-AH!” I screamed as a white beam of light shot from one of the guns and hit me, and I groaned as I shrank down, my tits getting smaller to their previous still-huge size, my wider hips and bigger ass also decreasing to normal until I was back at 10 feet, and my constant hunger for sex and baby bunnies was gone.

“Ho-holy shit~!” Sugar Lich groaned after he was shot with a dark blue beam and-holy sex-god on a bun! I began drooling as Sugar Lich shot up in size to match my height, his dicks sprang out of his groin slit and elongated, his already huge balls swelling with baby batter, and his muscles! Oh holy Ava! His muscles looked like they could cut diamonds!

“Why was I shot too… Also I don’t think it worked.” Asphyxious asked not happy about getting bigger balls.

“To see if the stud gun works.” Jade said. “And also-.” She then shot Sugar Lich again with the gun she shot me with, and I wilted in disappointment at him shrinking back to normal size again. Damn...I wanted to try out those bitch-breakers his dicks turned into. I might not be all bimboed-up now, but damn it, I’m a woman, and I have my kinks….

“...You liked me like that didn’t you?” Asphyxious asked looking at me with his arms crossed and a pout of annoyance.

“Yeah and I will bet the rest of the hoard mates will like it too, I was drooling even.” I said.

Asphyxious just rolled his eye and changed his form back into the even hotter stud form again. “I have limited shape-shifting now Jess, I don’t need to be hit by some gun to-.” I squealed as I was shot with a pink beam, and I again shot up to 15 feet, burst out of my spandex top and shorts, and felt like I had a volcano in my gut! “Damn it! Stop that!” Sugar Lich demanded as I panted, I wasn’t feeling all foggy this time, instead, I felt everything with such clarity that I was surprised I wasn’t going insane! Then the white beam, and I was back to normal.

“And the Stud Gun’s ‘Whore’ mode works too! Same effects as Bimbo, but no brain drain, that way the stud doesn’t break his partner.” Jade beamed cattily, rather apt considering she was a cat, then turned to Ava and again pointed at her almost flat chest. “Now give me back my tits!”

“Very well~.” Ava purred, and then tapped her tail to Jade’s flat chest, which suddenly erupted out so huge and fast it burst from her shirt, and she flushed as her new beach-ball sized boobs bounced, and she dropped her guns to the plush and ancient rugs of the room to grab her nipples and hug her new giant fun bags in shock and amazement. “Consider it a bonus, Contract Complete.”

“A bonus! I can barely reach around them! I like having huge tits, but this is ridiculous!” Jade shouted, only for Ava to tap her again, and her hips and ass got wider and larger, making her wobble as she stood up straighter. “S-stop it! I might like being sexy, but I’m not a bimbo!”

“Hypocritical, don’t you think?” Ava teased, and the almost milf-levels of hot cat lady fumed before she sighed in resignation, before grinning and squeezing her giant boobs.

“Whatever, I’ll just make a minimizer that will shrink them down while I’m wearing them so they don’t interfere with my work. Beside I could get more male cosplayers at cons with these and sell more stuff.” Jade said with dollar signs in her eyes.

“Not to mention girls with breast envy….” I commented, suddenly feeling jealous of Jade’s rack, even though I knew having tits that glorious would be a hinderance to my life. “At least now I can stop Rouge’s Bimbo Gun and fix her, and everyone, and then...get harems of hot studs….” I purred, and my Sugar Lich growled possessively, and I giggled. “I’m kidding, you’re the only stud for me Sugar Lich. But I mean for all the other ladies who even when reverted, might still want foals or whatever.”

“Good, because I was serious Bunnie. You’re mine, and nobody has the right to touch you but me.” Asphyxious reminded, and I couldn’t help but feel warm at how protective he was of me, and I sighed before moving to the guns and picking them up, the Stud Gun looked like the Bimbo Gun, but was half blue, and half pink, and the Reversal Gun was a plain white with silver accents.

“Let’s go, we have an Equestria to save!” I declared, before a sharp chilly breeze reminded me I was naked again. “F-first, clothes! Then save Equestria!”

“I don’t think me or Ava would mind anyway.” Asphyxious added with a smile on his snout.

“I wouldn’t mind either hun, but right now, it’s kinda chilly, and me not all being hot and bothered is making me feel like it’s freezing!” I answered, shivering along with Jade, who also was naked and out in the open air. “My fur only helps so much.”

“W-wimp. Anyway I recommend you start with the forest with all those bimbo clones before Canterlot. Right now I need to go see my Displacer friend Twilight for coffee and help her find the Displaced to help with her revenge plan.” Jade said while shaking before opening a portal, and yelping as Ava’s tail blade smacked her on the ass.

“If you ever want your own kittens, feel free to just ask.” Ava winked, and Jade blushed with a gulp before scurrying through the portal which closed behind her.

“So… Everfree then Canterlot? Want to come too Ava?” Asphyxious asked as he changed back to one of his other forms and get dressed.

“Yeah but first clothes for me.” I insisted, and Ava again provided by reaching into her robe’s sleeves, and pulling out a turtleneck sweater with a ‘boob window’ and spandex short shorts, both were green. “Uh...Ava, I’m not a giantess.” I reminded, and Ava blinked, before nodding and shrank down to only six feet tall, which was jarring to be looking down at the goddess before she handed me the clothes, and they were my size too. “Thanks. Ok now the Everfree.” I said after I got dressed.

After going into the everfree Asphyxious volunteered to get the clones. He was gone for an hour before I saw him running out of the Everfree.

“There so MANY!” Asphyxious yelled for his life. As a swarm of clones followed after him.

“Some of them must have hanging around the mirror pool!” I yelled back to Sugar Lich as I notice had lot’s of kiss marks all over him.

“They even have self-generated lipstick? That cat was really a pervert.” Ava grumbled with a shake of her head. “There’s reasonable lust, then there’s depravity.”

“This coming from the Sex Goddess herself?” I teased, and Ava blinked at me in confusion.

“Sex is just a medium for procreation. One should respect it, not abuse it. My recently chaste lifestyle has helped me realize this, and stop using it, and others by extension to try and distract myself from my problems.” Ava said somberly and almost like a lecture. “Sex is a good thing, but don’t let it be the be-all end-all to a relationship, or even completely disregard it, either way is foolish. You must temper yourself with moderation and-.”

“For god sake help ME!” Asphyxious screamed as he flew past us, followed by the clones right on his tail.

“Should we do it now or wait for a couple of minutes?” I asked Ava.

“I think Asphyxious is due for a wake-up call personally.” Ava huffed, leering...is that hate in her eyes?! “I’ve only enabled him, and sent him into a downward spiral of sex, and depravity. Soon he might even get a visit from my sister Slaanesh, and when Slaan visits, nobody but her is usually happy by the end of it, which could take centuries.”

That was when we heard a roar so loud that everything went silent afterward. Asphyxious was standing his ground, bearing his teeth at the clones as they stopped in their tracks. It was like someone flipped a switch. Asphyxious was growling as smoke started to come out of his nostrils.

“And there’s the other side to him, the Beast, the Monster. It twists him, corrupts him, turns him into this fierce thing you see right now. Before we officially met, before I so selfishly Magnified his physical body to accept his Blight, he could have gone another way, tempered his power in a civilized and constructive manner. Now he’s a ticking time bomb. When he fully ascends, he might either save, or enslave, his world.” Ava huffed in disappointment as Sugar Lich cowed the clones into kneeling before him with his mere unworded demand they do so, and I felt chills of both fear, and arousal.

Asphyxious had just looked at them, he didn’t move or make commands, just looked at them. After a few moments, he gave a snort and looked over at Ava and I. “Well? You going to turn them back or not?” He asked like nothing had just happened.

“Give it a test Bunnie. If what I gather is right, these mares started out as bimbos, it’d be intriguing to see if the gun can reverse something that was there from the beginning.” Ava suggested, getting me to suddenly feel a little worried about that.

“Okay, everypony just stay still, and no, this won’t trap you in the Mirror Pool like Twilight’s spell would do.” I stated, before shooting the first mare, and she screamed in fear, before blinking, and she didn’t look any different.

“Ugh! What’s with these huge boobs! They’ll make flying so difficult! How’ll I make the Wonderbolts now?!” The Rainbow clone demanded worriedly as she grabbed her tits angrily, as if squeezing them would make them go away. “Well, maybe I can ask Twilight for a reduction? She can do that right?” Rainbow asked herself and the clone next to her. “What do you think?”

“What, like, are you talking about?! A reduction?! How’ll you get studs then?!” She demanded aghast, and Rainbow Clone looked at the bimbo like she was an idiot.

“Uh, with my tight ass and-WHY AM I FAT?!” Rainbow Clone screeched as she looked back at her bubble butt in horror. “My tight iron buns! My abs too! Where’re my muscles?!” Rainbow Clone began freaking out, and I looked to Asphyxious and Ava with concern, it seemed the Reversal Gun would only restore a clone’s brain, not the body, since the body was that way to start with, and the brain was probably all it could ‘reverse’ since it seemed Mirror Pool Clones had more malleable minds than most.

“It better than nothing.” Asphyxious replied sadly. “The way they are now go against every instinct in their bodies.”

“No! Please no!” Almost all the bimbos screamed in terror at realizing they’d all become spiteful of their sexy bodies when shot, and tried to flee, it was a long few hours keeping them corralled and shooting them all, and by the end of it, there were possibly a few hundred distraught and otherwise sad mares all coming to grips with their existence as clones, and that trying to emulate their progenitor’s dream would be futile. “Why would you do this to us? We may have been dumb, but we were happy with our ignorance.”

“And what of your children, would they have been happy the way you were?” Asphyxious asked softly.

“What kids? We’re clones! Us having kids is, impossible, right?” A Dash Clone asked curiousy, pointing out her flat tummy and emphasizing the lack of a belly button. Asphyxious looked to Ava as if to confirm this.

“Nope. All of you are hyper fertile since the original template was already bimbofied when you were created I’m guessing. Every single clone among you and others of your template have all been excellent breeders.” Ava insisted, and the mares all looked worriedly at each other. “But don’t worry, none of you in attendance here are with foal, nothing you mated with here was compatible, you were just dumbly fucking anything with a dick.”

A collective sigh of relief passed through all the shapely not-exactly-athletic athletes.

“But I sense a great many of you somewhere clustered near here are being actively used as Broodmothers if what my Aspect’s powers are informing me of is accurate.”

“Let go, I feel I need to give someone a stern talking to.” Asphyxious said as he started to walk then stopped. “What about them? We can’t leave them here.”

“Well, if it’s alright with you, we’ll head back to...or, just head to Ponyville.” A Dash Clone said, only getting a sad shake of my head as response.

“Ponyville’s gone.” I informed simply, and they all gasped in shock, before thinking, and getting excited.

“Dibs on naming it Dashville!” A clone called, and the others all cheered before taking to the air and flying back towards the ruined and burned-down town, probably to rebuild it into Dashville apparently….

Asphyxious smiled at this, it almost looked like the look a father would have for his children leaving home. And making a name for themselves. “Well that’s a few problems taken care of. Now let’s go get these poor baby-machine mares.”

“To this den of debauchery, then Dashville!” Asphyxious yelled before running off. He seemed eager all of a sudden. “Where are they?” He asked stopping at the tree line of the Everfree.

“Well I know Applejack has a hive in Manehattan but that’s nowhere near here, Rouge knows where Carrot Top’s hive is.” I said.

“All I know, is that a lot of mares are being used as brainless breeding machines, and while I promote procreation, it should never be so impersonal or cruel. They’re this way, follow.” Ava insisted, walking purposefully in a seemingly random direction, and I looked to my future mate and hopefully husband who shrugged and took to following the goddess, I sighed, simply hoping that this mess will finally start to be fixed, that I can make up for mine, and my friends mistakes and crimes.

Damn those two look sexy from behind….

[to be continued]

The De-Bimbofication Part 2

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The De-Bimbofication Part 3

(Dashville) (Still being rebuilt)

“Where did you get the rope from?” Bunnie asked one of the De-bimbofied Dash Clones that was standing guard over all the still bimbo clones that were all tied up in the town centre.

“I’m more worried about how they tied up so many. Well you know what to do Bunnie.” Asphyxious said as he let out a yawn. “Blast them.”

“Ok. Besides their moaning is getting annoying.” Bunnie said before blasting the tied up clones making them look around confused before they all start blushing bright red.

“What the buck happened?” One of clones said before she try to get out of her rope.

“You don’t want to know.” Asphyxious replied smiling at Bunnie. “Good job.”

“Thanks. Now let’s help these mares out of the ropes.” Bunnie said before she went to help un-tie one the mares.

“Does anypony have any spare clothes?” Another clone asked while she and the others were covering their huge breasts and pussies.

Unknown to them, another Rainbow clone who wasn’t affected by the bimbofication was hiding inside a building, watching Bunnie with curious blue eyes.

“Got any spare clothes for them Sugar Lich or do we need to get your Rarity over here to help them?” Bunnie asked Asphyxious.

“You could raid what’s left of the Ponyville…” Revan suggested coldly.

“They might have been destroyed or none of them could fit them.” Bunnie said pointing to the clone’s huge breasts and fairly wide hips and big butts.

“Button up shirts, loose ones, male clothes, anything that’ll fit.” Revan grumbled. Asphyxious rolled his eye at everyone and started pulling clothes out of his echo.

“Why do you have so many spare clothes in your echo?” Bunnie asked.

“You’ll be surprised how many times I’ve ran into someone who needed clothes.” Asphyxious replied calmly. As he start to hand out the clothes to the clones.

“And all the ones you ran into very busty girls?” Bunnie asked with a small giggle. Asphyxious just stare at her with a blank look on his face.

“Anyway. With everything here done we got to go to Canterlot before every female there become bimbos from that leaking gun.” Bunnie said as she watched some the clones getting dressed.

“You know, you’re a real pervert…” Revan grumbled.

“Ain’t we all perverts at some point.” Bunnie said.

“No, only if we let ourselves.” Asphyxious replied bluntly.

“You let yourself go a lot.” Revan grunted. “I heard your moaning from outside the cave.”

“Well the cave did smell of sex after all.” Bunnie answered back.

Revan rolled her eyes.

“To simplify, everyone's a pervert.” Ava idly commented as she was leaning against a chaotically organized pile of debris nearby. “Unless you’re an asexual or androgynous with no libido to speak of, you’re a pervert. Even then there are exceptions.” Ava pointed out, before looking up at the city on the side of the mountain far off in the distance to the north. “So are we going to deal with that bitch yet? There’s not much I’m needed for until we deal with her and the other rogue elements in your Equestria Bunnie.”

“Then let’s get going. The sooner Rouge is de-throned the better.” Bunnie said as the group head to the train station.

“So where are we going? I’m sure at least one of us can teleport to a place they haven’t been before.” Ava asked, since the group already knew she could only ‘warp’ to places she’d been before.

“That aside, we could give ya a lift if ya wanna get someplace fast.” A Dash Clone offered as she girded her huge boobs with a bikini top that matched her bikini bottom in rainbow tiedye pattern. “We might be bigger than the original Dash, but we’re still top-class fliers.”

“Sure you can give us a lift. But you want to drop us right outside of Canterlot. Just in case the energy has spread out of the castle.” Bunnie said to the clone.

“Oh, yeah, sure. No way are we going to risk going back to being dumb sluts.” Another clone wearing cupcake-patterned pink pajamas spoke up. “And where did you get this thing? Pinkie Pie’s closet?” The cupcake clone asked of Asphyxious. “Because even though she was the most stacked out of my-er, Dash’s friends, I doubt anything she might’ve had would fit any of us as we are now.”

“I am guessing she hid snacks in those size pajamas.” Bunnie suggested.

“No, I-uh, Dash has seen that set at one slumber party before. It was small enough she was practically bursting out of it, and she wasn’t nearly as stacked as any of us are.” A flour-sack wearing clone added in, before shrugging. “Oh well, whatever. Clench up, don’t want you crapping yourselves from takeoff.”

“I always thought that was just a warning before-.” Asphyxious yelped as a clone snatched him up from behind by the armpits, same for the rest of the group as they rapidly ascended towards the clouds dozens of clones were gathering as building material, before leveling off and heading towards Canterlot. “I’m really glad your boobs are acting like a support cushion!”

“I will drop you.” The bikini-clad clone growled. “Those wings of yours look weak despite their size, wanna test that on a freefall?”

“Shutting up!” Asphyxious squeaked since he had little to no actual experience with actual flying compared to gliding and wing-assisted jumps, his panic causing the girls to laugh at his expense aside from Revan.

“Isn’t he cute when he panics from a mare?” Bunnie said after she stop laughing.

“No, it’s pathetic. A stallion, or a dragon, whatever, should be tough as buck and built like a statue.” Bunnie’s dash, the pajama wearing one, contested. “He’s about as tough as a feather and looks like a playmare star rather than an athlete. Give me a fit flyer over a simpering beefcake anyday.”

“Agreed.” Said the flour-sack wearing mare. “Such a pushover, right?” The mare asked of her passenger; Revan, who just grunted in affirmative.

“That seems about right. He may have gigante cajones, but they’re all squishy rather than firm.” Ava teased with a hint of laughter.

“Ok. Enough with teasing poor old Sugar Lich. We are getting close to Canterlot already.” Bunnie said pointing to the city.

“See? We might be too stacked to be performance fliers anymore, but we’ve got the wingpower where it counts.” One of the clones boasted before they dove down towards the main gate, dropping the group in front of a surprised and perplexed couple of guards. “See? Those guys? They’re what a real stallion looks like.” One of the clones pointed out while aiming a finger at the pegasus guard, who blushed at realizing she was saying he looked better than the dragon. “Later, come on by sometime to see how Dashville’s coming along!”

“We will, thanks.” Bunnie said waving to the clones.

“Captain Bunnie! You’ve returned!” One of the guards exclaimed once the shock of seeing several drop-dead sexy and fit mares who all looked the same and weren’t bimbos had passed. “Thank Celestia in the Far Plains, things have gone insane since you’ve left! Well, more insane than usual.”

“Queen Rouge has gone...well, delusional! She demands ridiculously ludicrous things and is completely unreasonable, at least, more so than usual.” The pegasus guard continued.

“How Delusional are we talking about? And does her breasts and ass look bigger than normal?” Bunnie asked the Guard sounding concerned.

“What we mean by that, is she’s devolved into some sort of sadistic dominatrix, Tartarus Bent on forcing everypony around her to worship her like a goddess. As for her, ahem, assets? They’re bigger than most of her victim’s assets now, and she’s gotten taller too.” The pegasus informed. “Much taller.”

“Almost as if she had gone through a decade’s worth of growth overnight.” The unicorn guard shuddered. “And had several foals too from the width of her hips.”

“Sounds like the bitch has gone super-bimbo.” Ava chuckled ruefully. “Oh how karma works wonders sometimes.”

“Well she does keep the bimbo gun close to her. So being affected is no big surprise.” Bunnie said with a giggle. “Has any other mares been getting assets?” She asked the Guards.

“Oh yes! Every mare inside the castle has gone full-blown bimbo! But Queen Rouge hasn’t even used the gun in a while. We’ve been able to maneuver around it though, you’d be surprised how effective using some of our comrades as honey-traps is at keeping them occupied while we do our jobs.” The unicorn informed. “Today was Private Sweet Heart’s turn right?”

“What? I thought it was Corporal Tender Touch today.” The pegasus replied, both shrugging. “Either way, you shouldn’t have any trouble getting into the castle. The citizens have followed the Captain’s order to stay away from the castle and stay inside until order is restored. But as we’ve no way to counter Queen Rouge’s device, we felt it was simply a matter of time before Equestria finished collapsing.”

“Preferably with Queen Rouge crushed under the whole thing.” The unicorn growled, gesturing the group through. “I’m guessing you’re going to be doing something about it Captain? Please do, we can’t take much more.” The unicorn hissed and adjusted his pelvis armor, clearly he, and the pegasus were quite raw in the groin from what was likely being used as little more than pleasure toys lately.

“Yes. We going to lock that gun away in order to contain it’s leaking energy.” Bunnie said to the guard just before she remembered something or someone. “What about the maid Fluttershy? She a vampire so she can’t be infected by the energy.” She asked.

“Oh? Well, we didn’t really notice, since Queen Rouge has her constantly bound in knotted ropes and hitting her with a riding crop when we have seen her.” The pegasus said worriedly.

“Ok. Thank you for telling us what’s happening.” Bunnie said before turning to look at her group. “Ok. How do get into the castle without becoming bimbos or getting fucked by bimbos?” Bunnie asked the group for ideas.

“Does the Reversal Gun have an ambient leak function?” Ava asked curiously. “Otherwise, you could just constantly shoot everyone you see and it might protect us.”

“No it doesn’t have a leak function and the castle must be full of that leaking energy by now. So our best bet is to open a window or two in hope it would air out.” Bunnie said sadly.

“Energy doesn't work like that.” Asphyxious replied before sighing and walking up to the castle. “You can only change it from one form to another. Also I am not going to stand for the way Fluttershy is being treated! Regardless if she my mate or not!” He yelled before heading inside.

“Just be careful. Since you are male you won’t get infected but the bimbos may try to fuck you.” Bunnie call out. Asphyxious just opened the main doors and walked inside...

“HI!” Call out Pinkie Pie from the front door off to the left of Asphyxious. “Are you here to knock some sense into those mares or bucked their brains out...what little they have left?” She asked happier.

“My god you look just like my Pinkie back home. Only more… Vampire?” Asphyxious asked as he looked her over. “Hmmm, interesting. But I am here to help them, could you help me in getting them outside? Maybe we can talk afterwards.”

“Sure. I was about to head to the blood bank for some blood but that can wait.” Pinkie said as she leads Asphyxious to where some bimbos were. Asphyxious was a little surprised at what he was seeing.

“Are they… Playing cards?” Asphyxious asked as he looked back at Pinkie.

“The kind that you have to bet the clothes you are wearing kind.” Pinkie said pointing to a pile of clothes.

“Hmmm, Hey ladies!” Asphyxious called out getting all their attention. “There some hot stallions outside waiting for you!” As soon as he finished those words a mob of mares ran past him to get outside. Asphyxious looked back into the room to see they left most of their clothes behind. “Oh bugger…”

“I wouldn’t worry about that if they are going to buck some stallions.” Pinkie said giggling.

“There not who I’m worried about, it my two hoard mates and friend I’m worried about.” Asphyxious replied with a light blush. “No more hoarding…” He said to himself softly.

“Well that’s the most of the maids that have become bimbos. There might be more bimbo maids somewhere in the castle but the vampire maids have locked themselves in their rooms for safely.” Pinkie said with a finger on her chin as she was thinking.

“Hmm, So all we have to deal with are the maids we didn’t get and Bunnie’s friends.” Asphyxious added as he start to walk down the hall.

“Oh her gem friends are fine since they haven’t been infected with this weird energy. But Amy Rose on the other hand is infected.” Pinkie said sound worried on that last part.

“I’ll let Bunnie deal with that. I am not even going to go near that, even with a helljack.” Asphyxious said as he walked down the halls. “Hmmm wonder how Bunnie and the girls are doing?”

(outside)

“There are so many of them!” Bunnie said as she shooting as many bimbos as she can while the others held the rest down. It wouldn’t have been so bad if half the maids didn’t start making out with the guards. “Sugar Lich better hurry.” She added worried.

(Back inside)

“I think we’ll send them out of the castle one at a time this time around. What do you think Pinkie?” Asphyxious asked as he held a maid away from his body as she tried to reach out for him.

“How do we do that? A dick on a piece of string?” Pinkie asked. Asphyxious slowly turned to look at her.

“Pinkie, I have never known for you to be this crude… Well my Pinkie isn’t.” Asphyxious replied as he waited a few minutes before teleporting the maid to Bunnie and the others. “So where is Rouge? And why do I feel necromancy magic?”

“That might be just Sunset since she is undead and one of Rouge’s sextoys like she has with Fluttershy.” Pinkie said sadly.

“Are we talking, Zombie, Vampire or Lich?” Asphyxious asked as he walked down the halls. “Why do I get the feeling someone doing necromancy under Rouge’s nose.”

“Sunset is a zombie but she can’t move, only talk. And it’s Discord that is playing with dead magic stuff.” Pinkie said.

“Well… At least she not mindless but I think that would have been better for her. Who knows how much damage has been done to her soul by now.” Asphyxious explained as he stopped at the throne room. “May I?”

“Sure. But I am going to be going to the blood bank now since I don’t want Rouge to see me and make me her new sex toy.” Pinkie said sounding a bit scared before leaving.

“Okay help out the others if you run into them.” Asphyxious asked before kicking the doors open. “Lucy I’m home!” He yelled out into the throne room.

“Oh goodie. Another toy to like fucked with.” Rouge said as she put down a well fucked Fluttershy. While Sunset was laying next to the throne. She was standing much taller than before.

“Fuck off you Slaanesh wannabe. And no I’m not interested you crazy sex chaos god!” Asphyxious shouted that last part at the wall before turning back to Rouge. “Now then let Fluttershy go or I’ll burn your castle down… Along with your toy Sunset.”

“And risk letting all of this bimbo energy out?” Rouge asked as she stand up naked.

“That not how energy works.” Asphyxious replied shaking his head. “Look how about this, you come with me and we talk to Bunnie, she needs to tell you something important.” He asked not even reacting to Rouge being naked.

“Like you aren’t totally the boss of me.” Rouge replied.

“I could just free what left of Sunset soul if you want?” Asphyxious asked as runes glowed around his hand. “What will it be?”

“You wouldn’t dare touch my Sunset!” Rouge yelled as open the case with the chaos emeralds are in as they start to float around her.

“She already dead, why not let her soul rest in peace.” Asphyxious asked calmly as he looked around the room. “Tell me have you noticed anything odd as of late?”

“Beside me being totally bigger, hornier and making mares like Fluttershy my bitch then no.” Rouge said glaring down at the Lich.

“I see tell me, do you know how to raise the dead?” Asphyxious asked as a number of runes appeared around his feet. “If not that means something very wrong here.”

“How so? Because Starlight Glimmer is the only one using dark magic but nothing to do with bring back the dead.” Rouge replied not getting what the Lich is talking about.

“Is that so…” Asphyxious held up his hand as a fire ball of Arcane fire appeared in his hand. “Sorry but I don’t belive you, with the amount of magic I’m feeling under this castle. It feels like someone building an army.”

“Well it’s totally not me. I am too busy having sex to build an army of undead.” Rouge replied. Asphyxious teleports behind Rouge before firing his Hellfire spell into her back. He then reached down to pick up Fluttershy. He suddenly felt a jab of pain in his back.

Asphyxious growled before looking back at the one who attacked him. It was a purple maned stallion with a yellow coat, and a dark purple trench coat.

“Damn you’re an ugly lich...” He said, smirking.

“Technically I’m a dragon!” Asphyxious replied before breathing fire at him. The stallion swiped the attack away with a simple spell.

“A lich is a lich, whether you’re a dragon, a pony, or a hybrid.”

Asphyxious remained calm with Fluttershy in his arms, he was studying this pony. To have a spell that could repel dragon fire was no simple task or an easy one. The question was how long could he keep it up for? “Tell me, were you the one who brought Sunset back? I must say it poor work.”

“No, unfortunately I couldn’t get to her in time. But I have to admit, it’s more complex than I originally thought. You’d be surprised about how advanced it truly is.”

“I’ve seen a number of spells that work in line with what she is now, the only difference is you left some things out, she can’t move.” Asphyxious replied, as he saw Rouge get up. “Tell me, how long were you going to wait before taking over?”

“Me? Pfft, I’m not interested in becoming a king or ruler. I’m in it so I can do whatever I want. And like I said, I didn’t bring Sunset back. Someone already beat me to it.”

“I see, would you mind telling me about your works? I’m sure we can share notes on the necromancy works together?” Asphyxious asked keeping an eye on both him and Rouge who was now making out with Sunset again.

“Heh, nice try. You already sent fire at me.” He chuckled, before pointing at Asphyxious. A seal appeared in front of his hand in midair, and out from it came a tall, tan mare wearing knight armor and wielding a sword twice her size.

“Interesting, is that a Bane Knight or a Bane Thrall? Well I guess fair is fair, you showed me yours, now see mine. Bone Lord Sombra; arise.” Asphyxious said as from his shadow as Sombra came out with a large crystal mace in his clawed hand. Sombra let out a growl as mist flowed out of his maw.

“Wow, so unrefined.” The stallion said, his cocky smirk never leaving.

“I feel it’s important to keep their minds and memories intact. You never know what you can learn.” Asphyxious replied as Sombra readied his weapon.

“Oh goodie. Sex and a fight.” Rouge said as she sticks Sunset’s face into her pussy. Asphyxious looked annoyed along with Sombra. Before Sombra turned back to the undead knight.

“I feel we have met before.” Asked Sombra as he stared at the undead knight in question. “What is your name?” He asked tightening his grip on his mace.

“Amore.” The undead warrior said coldly.

“Ah yes, Princess Amore. I remember you, you lacked the will to keep your kingdom from falling apart.” Sombra growled. Asphyxious looked between them confused. “I must say you fill out that armour quit well. Tell me did you fail to bring the other kingdoms to heel after attaining the crystal heart?”

“You’re one to talk, Sombra… From where I stand, you have less of a form than your mother.” Amore stated, then pointed her blade at Sombra.

“I will take great pleasure in smashing you again.” Sombra replied before rising his mach ready to attack.

Amore chuckled, “And how’s Hope? Did you abandon her after all the suffering you put her through? After you took her destiny away?”

“Be quiet worm! You have no right to say her name!” He roared before taking a swing at her only to be block by her shield.

“Her only wish was to make you happy…” Amore stabbed Sombra as he was distracted. Sombra let out a growl in pain before vanishing in shadows.

“How could I be happy, when our ponies were suffering…” Sombra voice spoke from all around them. “They feared when the next attack would be, they feared when the diamond dogs would try and raid our homes again. When the griffons would attack us next.”

“Maybe in your universe… But here, you were the only one suffering from the Crystal Hearts power.” Amore said, before Sombra appeared and sent her flying into a pillar. It did little damage but now she could see him, and she took that opportunity to use her blade, which caused the undead body of Sombra to begin burning.

Sombra roared in pain before he headbutted her in the face before pulling away. Sombra began to laugh holding his gut. Sombra heard a crashing sound, like a pot hitting the ground and scattering across the floor. When he looked, he saw Amore’s face missing pieces, almost like she was wearing a mask instead of having a face.

“Oh that is truly sad, you’re falling to pieces all over again.” Sombra laughed at his remark but never dropped his guard.

Amore laughed at his remark, before the pieces turned liquid and she quickly reabsorbed them. Her face was quickly restored and she began walking towards Sombra menacingly.

“Will you be able to do what you never could in life?” Sombra asked as his weapon started to glow with magic. It looked like a tight black and green venom was dripping from it.

“Yes.” Amore growled, before throwing her sword with all her might. Sombra locked weapons with her as they battled to settle old scores.

“Like I am making Sunset have more sex with me then she did in her life.” Rouge said as she was kissing Sunset, who looked in pain.

“You do know she dying right?” Asphyxious asked annoyed. “No amount of you fucking her is going to change that.” He then casted scything touch to help Sombra in his battle.

“Then I will totally fix her.” Rouge said as she use a wand on Sunset. Asphyxious only sighed at this, he knew from experience casting magic was one thing. Understanding how it worked was another. And what Rouge was doing was trying to put a bandage on someone who was bleeding out. Unless you close the wound they’ll keep bleeding out.

Amore somehow was able to cut Sombra’s left arm off. Much to Asphyxious and Sombra surprise.

“As you can see, my creations are far more superior.” The stallion said, grinning.

“Really, let’s test that shall we?” Asphyxious asked as he changed into his lich form. Then drawn out his sword as it blazed with fire.

“I said creations. Are you really going to fight me?”

“Why wouldn’t I? After all one can not test their creations, without testing themselves first.” Asphyxious replied before lunging for the stallion. He vanished just before Asphyxious could stab him, and appeared on the liches back. He dropped a coin-like object onto him before teleporting away. The item then exploded in fire, then ice.

Sombra arm in the meantime was fading away as it reformed back where it belonged. He then growled at the ice covered lich. Before he heard Asphyxious laughing.

“Now that was fun! You know how to use your magic!” Asphyxious roared in joy as chunks of ice fell off of his metal body. “I may even be tempted to turn you into an Iron Lich, once this is all over.”

“Heh, I like my living body too much to ever agree to that… Besides, you don’t know my name.”

“Good point, what is your name anyway?” Asphyxious asked as he pulled his sword out of the floor leaving behind a deep gash. And it looked like the gash was slowly getting wider.

“Comet Tail.” He then summoned a spear with his magic. Asphyxious looked at it with interest, before snapping his metal fingers. A portal opened and a warjack slowly walked out. It had a large shield like claw on it left arm and the right looked like a cross between a tail like arm with a blade on the end.

“Well Mr. Comet, meet one of my newest warjacks the Inflictor. What do you think?” Asphyxious asked as the warjack looked between the Lich and pony.

“Not happening.” Comet Tail said, before casting a spell at the far wall. Asphyxious felt an odd gravitational pull towards it. Only for the Inflictor to move into the pull instead of him.

“You have no idea what I’m capable of doing do you?” Asphyxious asked as magic runes appeared around him. “I think it a little too warm in here. Blizzard.” A vortex of magic and snow exploded around Asphyxious. Turning the throne room into a small antarct.

“L.l.like Som-Someone tu-turn o-on the heater!” Rouge said shaking from the cold.

“I suggest you leave miss Rouge, things are going to get a lot colder in here.” Asphyxious replied as ice slowly formed over the glass windows. “Now then Comet was it? I hope it not too cold for you?”

“Like I am totally going to my room with Sunset.” Rouge said as she quickly left with Sunset. Well carrying Sunset out seeing as she couldn’t move.

“The cold doesn’t bother me much…” Comet said as a fireball appeared in his hand. “Why are you such a stereotype?”

“No idea what you’re on about, I like the cold myself!” Asphyxious drive his sword into the floor as flames followed the cracks and the floor in the room started to give way. Comet stabbed his spear into the wall behind him, smirking. Asphyxious teleported above him and grabbed Comet hand, pain shot through out his arm as it was being crushed and eaten away by Asphyxious magic.

Comet vanished, and reappeared on the chandelier. He was sweating as his wound began healing. Only it wasn’t healing. “You bastard!”

“Like it? It’s called grievous wounds. No amount of magic healing will fix that, it has to heal the old fashioned way. Mix in a little corruption and well, you get the idea.” Asphyxious said as he was now on the lower floor.

“Huh, interesting. But pointless.” Comet pulled a dagger out of his coat, before taking the sleeve off, and stabbing his elbow. From his elbow down, dissolved. Until half of his arm was gone. “I have to admit, this is more pain than it’s worth.” Without casting a spell, his arm regenerated. Comet stretched his new arm, before putting it back in his coats sleeve.

“What are you? I know only few beings with that kind of power. I’m sure my mother would love to get her hands on you.” Asphyxious asked as the warjack get up out from under the rubble. Asphyxious then face palmed. “Rin, I mean Rin! God damnit.”

“You’re making that sound sexual…” Comet stated.

“What?” Asphyxious asked clearly confused by what the pony said. “Never mind what are you?”

“I’m a necromancer, that’s all.” Comet Tail stated. “Maybe a lost soul, too. Amore, finish him off, I’m going to grab what we came for.”

“As you wish, master.” Amore said, walking towards Asphyxious with her blade glowing red. Asphyxious looks between them before sighing.

“As you wish.” Asphyxious teleported again and drives his sword into Amore back. “All things know death in the end. Even myself.” Blue flames licked at Amore back as the flames slowly burned into her body. But didn’t get far.

Amore twisted herself until half of her back broke off, freeing her. She then stabbed Asphyxious in the face.

“True. I suppose this is your time.” Amore stated. Only for Asphyxious form to fade away, and her wound began to get worse.

“Did you know I use the same runes on my sword as my claws, only one difference? I added balefire to it, do you know what balefire is? More importantly what it does?” Asphyxious asked as he raised from the shadows. “It gain a boost to damage on undead.”

Then the worsening stopped, and she healed completely. She stood up, glaring. “Cute. Only one problem. I’m only part undead.”

“Did you forget about grievous wounds and corruption?” Asphyxious asked pointing at her.

“No, but you seem to not know who you’re dealing with. I can’t get hurt. And I heal without magic.”

“Not true, everything feels pain unless something blocking the pain. I feel I am doing damage it just not to your soul. But there is a way for something else to take the damage instead of you.” Asphyxious replied before looking to Sombra and calling on his Bane Knights and wolves.

Amore laughed. “I don’t have organs! I can’t feel anything!”

“Find her master and kill him, I’ll deal with this one.” Asphyxious ordered as his Bane knights and wolves along with Sombra pass through the walls. “My dear, I’ve lost my passions for this long ago. So here’s the deal, let me kill you and rest in peace or I could blight you and make you my slave it up to you. Or I could just eat your soul.”

“Who said I have one…” Amore chuckled. “I serve the one who brought be back to life. I’ve never had control. You can try to blight me, but you can’t blight something that is impervious to any kind of altering, poison, sickness, etcetera. You can’t stand being a weaker necromancer, can you?”

“You misunderstand the meaning of being undead. And I’m getting sick of this.” Blue flames lick all over Asphyxious arm as he went up to her. Amore slashed Asphyxious, faster than he could even realize. But he didn’t need to move far for what he had planned, he reach out and grabbed her by the throat. As soon as he made contact blue vanes ran down her neck. But were turned yellow. Then back to blue again. “Nice try but dragonblight is stronger then your magic.”

Suddenly his hand exploded, then Amore stabbed Asphyxious. Only for blood to run down her blade and cash fire as the metal began to warp. Before warping back.

Asphyxious was too busy staring at the blood running down her sword. “Where that blood coming from?” He asked as he looked at himself and reached into his ribcage and pulls his fingers out. To find there covered in blood. “Why am I bleeding? That shouldn’t be happening. How is this happening?!” Asphyxious recalled very thing before teleporting to Rouge room grabbing her and Sunset before teleporting again and dumping them at Bunnie’s feet.

“Fix her, Ava there’s something wrong with my lich form.” Asphyxious panicked as his ribcage opened and used his warjack to look inside... And saw leaking from one of his boilers was blood.

“Sugar Lich what happen in there?” Bunnie asked sound worried.

Suddenly, the front doors of the castle burst open, revealing Peridot with her Morph Cannon. “Bunnie! You traitor!”

“Equestria is going to hell Peridot. I had to do something. I almost became a bimbo for crying out loud.” Bunnie yelled back at Peridot.

“That’s debatable.” Peridot seethed. She then pointed at Asphyxious, “I saw that bastard threaten Becky!”

“She made Equestria worse. Plus she was turned into a super bimbo by her gun leaking energy. She needed to be de-throned.” Bunnie replied. Peridot glared at Bunnie.

“Do you hear yourself!? She’s my sister! She’s your friend! And you’re okay with letting this retard kill her!?” Peridot screamed, before aiming the Morph Cannon at Bunnie. “Activate lethal mode...”

“The dragonblight…” Asphyxious said to himself in shock. “It spreading to my other forms… That why blood being pumped throughout my lich form instead of water.”

“Sugar Lich. Were you planning to kill Rouge? We only want her off the throne.” Bunnie quickly ask Asphyxious.

“What? I don’t care about any of that right now, I’m more worried I might turn into a soulless monster that will kill everyone! Also who said I was going to kill her? I don’t care, I have more important things to be worrying about!” Asphyxious yelled as he turned back into his dragon form and started talking to himself in panic. It was clear Asphyxious was worried about something else, that was more important than possible being shot at by Peridot. Much to everyone’s confusion.

“I’ll kill you both, then I’ll stop the bimbo gun from leaking. I’m a scientist, you’re just a slut and a dick.” Peridot snarled at Bunnie.

“And what about your sister and Amy? They are stuck as super bimbos.” Bunnie answered back.

“Like did someone call me?” Amy asked from a window with her huge breasts in full view.

“Okay, fuck this.” Ava suddenly interjected, snatched the Reversal Gun, and then shot Rouge and Amy before the situation could continue to devolve, returning both the bimbos to normal. “Shut up. You’re morons, get over here and sit down before I make you.” Ava hissed with such a tone of matronly authority that everyone flinched at the urge to obey or apologize. “As for the zombie, boom.” Ava fired a bolt of magic from her horn, and Sunset gasped as her body rapidly healed back together, yet still obviously not fully alive. “Living Dead! Everyone shut up, and talk, I’m going to go find the Bimbo Gun and throw it into the deepest, darkest hole in the multiverse; Slaan’s vagina.”

Ava growled as she turned fully into a kirin stallion as he marched past Peridot, grumbling about idiots and impulsiveness. “And stop freaking out Ax! You’re just becoming biomechanical you dingus!” Avarice barked as he finished leaving the entrance hall into the castle.

“Oh…” Asphyxious said as he played with the end of his tail.

Peridot left quickly, the Morph Cannon connecting to her back.

Comet Tail waited in the courtyard as Fangg brought the Bimbo Gun to him from Peridot’s lab.

“Perfect.” The necromancer said, then began using an unknown spell on it, and it began shaking.

“There’s the fucking piece of garbage now.” A deep sonorous voice growled, getting Comet and Fangg’s attention, to see the 6-foot tall and black-robed stallion Avarice striding straight for them. “Just give the toy here and I’ll toss it into the multiverse to never be seen again. Refuse, and I’ll eat your souls.” Avarice stated coldly, and impatiently.

“Okay.” Comet said, and he held his hand out. Before Avarice could move, it crumpled to pieces. “Oh, whoops. You can still have it.”

“Oh...well that solves one problem, good day sir.” Avarice nodded to Comet, and spun around to promptly leave.

“Huh, nice guy.” Comet turned to a cloaked mare next to him. “Radiation source is gone, mistress. Then again, you can’t destroy a power-” His hand began glowing green for a second. “-You can only transfer it.”

“Well done. Now, we have an empire to build.” The mare said, before creating a black doorway. Comet and Fangg stepped through it, and as the mare stepped into it, she looked at the castle of Canterlot one last time.

“Good luck with that by the way!” The solemn moment was ruined by Avarice poking his head out into the courtyard. “More power to you, just be responsible with that and we won’t have any problems, m’kay? Feel free to call me up if you ever want your living body back.” Avarice winked, and then left again.

“Ding-dong the Bimbo’s gone, hoo-ray the day is won. Hoo-ray the bitchy bimbo’s gone~!” Avarice sang as he strode gaily out to the others.

“Well goodie goodie for you. Now if you all excuse me. I gotta go get some clothes on.” Rouge said as she was about to head inside.

“Not so fast.” Avarice stopped her by stabbing his tail-blade in front of her, the sheer size of it in comparison to her Mobian physiology made it like she was looking into a rather menacing body-mirror. “In case you can’t tell, this isn’t your castle anymore.” Avarice shook his head down at her as he tsked. “I’m afraid it belongs to any remaining rightful heirs to the throne.” Avarice nodded at Bunnie to extrapolate.

“Blueblood? He has no rights to the throne and Luna and cadance are mega bimbos anyway.” Rouge said annoyed.

“Then shoot them with the Reversal Gun and reinstate them. If they don’t want the throne, bitch-slap them until they accept or name a regent. That isn’t any of you.” Avarice leered down at the defiant bat.

“Not only that you have a lot to answer for.” Asphyxious added tapping his foot.

“Enough that I’d suggest execution, or indentured servitude for life. Or at best, banishment.” Avarice blew on his signet ring, which while unique to his world, was still clearly of the government of Equestria. “I would know, I had to read up since I’m marrying my world’s Celestia and Luna. Banishment would be a slap on the wrist if you were lucky.”

Avarice then turned back into a mare, herm or not was hard to tell, and looked down at Rouge and her compatriots disdainfully, thankfully Bunnie was exempt. “Lucky for you all, I am not in a position of legal power, even if I could easily overpower anyone here besides Asphy physically or magically. Leave this to your decision, I shall, wree-hee-hee.” Ava did a horribly bad impersonation of Yoda before she strode towards the gate. “Canterlot! I haven’t seen you in MONTHS!”

“But I have joined the ponies and changelings together and I and sis got rid of the bad nobles. Luna and Cadence are going to mess that up big time.” Rouge growled while crossing her arms under her bust.

“What about that necromancer I had a fight with? Did you ever question where he learned how to do that?” Asphyxious asked looking at Rouge bordley.

“They were always extra help for the guards. Beside I needed someone to replace the Mane Six anyway.” Rouge answered back.

“Executions~!” Sing-songed Ava in the distance as the roars of a steadily growing lynch mob began to grow as the guards quickly dropped the portcullis of the outer gate to keep them at bay.

“Or that could happen too, either way, things need to stabilize around here.” Asphyxious warned. “Besides, way I see it; you never had to do anything. All the problems in this Equestria, stem from you all and your actions. The guilty party here is obvious.” The draconic lich pointed out.

“Sunset would had ruled Equestria if the rotting former Changeling Queen hadn’t betrayed us by killing Sunset. I did my best to rule it in her place to keep her dream alive. I helped Sunset take over Equestria because I like her and that Celestia and the Crystal Gems had hurt my sister, Jasper and Lapis 1000 years ago.” Rouge growled at the lich.

“Okay where the proof? They must have recorded them showing up right?” Asphyxious asked looking back to the mob outside the main gate. “Or do you want to try and explain yourself to them? Besides we do not know all the facts, what we need is information.”

“Rose came and told me she hurt my sister a couple of days ago and she is friends with Celestia. And what this about a mob?” Rouge asked sounding a bit confused on the last part. Asphyxious just points at the main gate that was just closed by the guards.

“Where did they come from?” Rouge asked wondering why a mob is at her gate. “No matter. The guards Bunnie had trained can hold them off.” She added.

“You really want them to try and hold them off? How long will that last and what about the ones who can fly?” Asphyxious asked noticing a pagase throw a tomato at Rouge. It hit her in the ear.

“Ewww. Talk about wasting food. Sis? Do we have anything to deal with this? Because I really need to get some clothes on.” Rouge asked Peridot. Before an egg hit Rouge in the back of her head and the yolk ran down her naked back.

“Indeed. Activating Morph Cannon procedure nine.” Peridot aimed her cannon at the crowd and charged it, before firing. The beam hit the entire crowd, causing them to scream. The crowd then passed out. “Target neutralized.”

“You really like making things worse for yourself don’t you?” Asphyxious asked shaking his head. “Looks like you want to be executed. Hey Bunnie control your friend before it’s too late to save her hide. If they come back with a bigger mob I’m not saving her ass.”

“Sis, why are you naked!?” Peridot screamed as she blushed, just realizing her sister's lack of clothes.

“Her Bimbo gun was leaking energy and turned her into a Bimbo until Ava turn her back to normal.” Bunnie replied to Peridot’s answer. “As for how to save Rouge’s ass. Send her to another world or make her into a bimbo again and have her be the mob’s cumdumpster.” She suggested.

“How about we do the smart thing and make her pay for her crimes?” Asphyxious asked tapping his foot. “Have Luna and any other princess turned back and have them come up with a good punishment and rule equestria again. Or Rouge can keep fighting this and running away only for this to get worse and worse. Your pick.”

“I think Luna is still in her room fucking Scootaloo.” Bunnie said not seeing the moon princess anywhere.

“Didn’t we turn her back to normal? Isn’t she just a kid anyway?” Asphyxious asked looking confused at them. “Or was that just Applebloom and Sweetie Belle? Or am I just misremembering things?”

“Let me get this straight, you want us to pay for taking over Equestria and killing Celestia? You want us to pay for that when the justice system lost loved ones to our group? We may not have killed Celestia and Shining, but they’re not going to see it that way.” Peridot growled.

“Not really that what they want, I’m just pointing these things out. Me, I’d just take Bunnie with me and leave. But seeing as you morons made this mess it’s up to you to make things right.” Asphyxious explained to them.

“Nah, I’ll just take a chance at running away.” Peridot said, turning around and running. “Trixie! Get our stuff together!”

“Yes Peridot.” Trixie said as she came out of the castle in a shield bubble while looking a little more busty. Asphyxious looks at Bunnie and points at Trixie.

“Trixie, what the- God damn it!” Peridot shrieked. “I hate this world!”

“Trixie had to created a shield bubble to protect herself.” Trixie said annoyed before she turn around to go do what Peridot had asked.

“Bunnie, would you shoot her?” Asphyxious asked bluntly.

“Ava has the gun right now.” Bunnie said with a shrug.

“Drain.” Peridot said, and her cannon shot Trixie.

“Hey! What was that for?” Trixie asked rubbing the spot she was shot at.

“Radiation drain. I want you to be you, not altered in the slightest.” Peridot said angrily. “Get our gear together, we’re leaving Canterlot! And sis, get your things together.”

“Sure. The castle smells of sex anyway.” Trixie said before heading back indoors.

“Anywhere than Canterlot is better. But Bunnie will be staying here since she is a traitor.” Rouge said before flying to a window.

“Why are you flying back to the castle?” Asphyxious asked Rouge. “If you're running away shouldn't you be flying away from here?” He then points over to the wall behind him. “What ever, it not like you’ll get far.”

“They are getting their things first before they leave.” Amy said from a window getting dressed. Asphyxious blinked and looked at Amy.

“Are you alright? You don’t seem yourself?” He asked before looking over to Bunnie.

“I am fine Sugar Lich. I just don’t know what do with myself after we go to Manehattan and Trottingham.” Bunnie said. Asphyxious blinked at Bunnie before pointing at Amy.

“Mind if I tag along with you guys?” Amy asked. Asphyxious looks between them before shrugging.

“Sure you can old bubbie.” Bunnie said smiling at her old friend wanting to come along.

“Good because my Sonic is missing.” Amy said with a sweet tone of voice that spells death.

“Why do I get the feeling it better for both of you to send this sonic back home.” Asphyxious commented as he scratched his neck. “And stop acting like the Amy from the show, it’s unbecoming of a Displaced.”

“Really? Are you getting between me and my Sonic like getting between a lion and it’s meal?” Amy deadpanned.

“It’s not healthy to talk about someone as food. Also I warned you about this before I left, but it looks like you didn’t listen.” Asphyxious replied then yawned.

“What are you going to do about it? Hypnotize me? Make me go to some school for Displaced?” Amy asked sounding bored. Asphyxious then slowly started to smile showing off all his fang like teeth.

“That not a bad idea… We can even send Rouge and the others as well.” Asphyxious added as his smile got bigger. In fact the look on his face was making Amy worried. One of her thoughts was ‘what crazy idea did I just give him?’

“The heck is going on!?” Jasper shouted.

“It’s a riot~!” Ava squealed outside the gate as a refreshed mob was letting her body-surf over them. Asphyxious just stared on in confusion. “Chaos~! Woo! Watch the tail!”

“Well, Ava’s enjoying herself.” Asphyxious said as he looks on.

“What are you!?” Jasper yelled.

“Bunnie’s boyfriend.” Asphyxious replied before looking at something on his echo.

“She has low standards then…”

“Uh..I think they make a nice couple. If you don’t mind me saying.” Fluttershy said, having woke up a minute ago.

“The time has come!” Ava warned as the guards were overwhelmed by a tide of angry ponies and the portcullis was lifted up by a couple earth ponies that were seriously Swol, allowing the mob to pour into the entrance courtyard. “Better get running~!” Ava melodramatically declared as she was swallowed up by the tide.

“Don’t have to tell me twice!” Bunnie said as she grabbed Amy and Fluttershy and took to the air with her feet-mounted rockets to avoid the mob, which just ignored her and streamed towards Jasper and the main doors. “Run Jasper!”

Asphyxious looks on and eats an apple, since the mob obviously wanted nothing from him either. “Looks like Rouge better hurry up before we have a proper lynching. Maybe they’ll draw and quarter her.”

“Irony~!” Ava lilted from inside the moving mob. “Whoa~! Watch the hands-ah! In public?! Since when was this Saddle Arabia?”

Two red eyes watched the scene with amusement from the darkness of a shadow around the castle wall. “Finally… The bat is going to pay.”

“Hi!” Ava suddenly popped in front of the red-eyed shady person. “You look like a vindictive specter from actions past! I feel like you have very good reasons, and little reason to stop you, but I also would like to see if I could help you somehow.”

The eyes narrowed. “What? Who are yo- ugh, nevermind...” She then vanished, and a bat flew over to the castle. The bat transformed into Rarity, holding a blade in her hand. She landed in front of Rouge’s window, then burst through it, thrusting the blade at the Displaced woman.

But Rouge avoided it at the last second and kept on running to the hallway heading to a room with a bag and a case in her hands. “Quick sis! To the mirror it’s our only chance!” Rouge called out to Peridot as she ran to the room where the mirror to Canterlot High is at.

Rarity tried to give chase, but Peridot fired her Morph Cannon, which opened a large gaping hole it Rarity’s chest. The ex-fashionista made no vocal sound and fell to her knees, a single tear running down her face.

Peridot stood still, grinning.

“Nice shot Sis. Now let’s keep going.” Rouge said as she keeps running which she was soon joined by Trixie with suitcases in her magic.

“So what is this about a mirror? I thought we were escaping.” Trixie said to Rouge confused.

“The mirror is a portal to another world. But it only stay open for three days before it closes for 30 moons.” Rouge explains to Trixie as they reach the room door.

“Which is thirty days or weeks!” Peridot shouted.

Meanwhile, Rarity crawled out of the sunlight. Her life was nearing it’s end, but she didn’t want that. She heard the sound of footsteps as Asphyxious walked over to her. It was either the blood loss or the pain, but to her he looked like a vast shadow.

“Do not fear Rarity, you will not be lost this day.” Asphyxious said as he knelt down to her and held out his hand. “There is nothing wrong in fearing death, but you still have a sister to keep safe. I will take you to her if you let me.” Asphyxious said as Bunnie, Amy, and Ava all gathered around, having decided to warp after Rouge to get her to face her punishment.

“How are you going to do that Sugar Lich? She is bleeding out.” Bunnie asked worriedly. Magic runes slowly appeared around Rarity’s body as Asphyxious still held his hand out to her.

“Simple, I’m gonna take her soul, and put her in a new body.” Asphyxious clarified as Rarity died, and her soul, a nebulous and fragile thing floated out towards him, and he guided it into his soul cage.

“I can have her body cloned to make it simpler.” Ava suggested, picking up the corpse and shoving it into her robe like it wasn’t just a person a moment ago. “Those two, Peridot and Rouge at least, are clearly beyond help. I say just let them go, but if they cause trouble wherever they escape too as well….” Ava hinted to Bunnie and Amy

“And Amy please put some clothes on.” Asphyxious asked as he looked away from her.

“I am wearing clothes.” Amy said pointing to the red dress she is wearing, only for Bunnie to shoot her with a pink ray that caused her to rocket up in size to match Bunnie. “Dang it! Bunnie put me back!” Amy demanded with an indignant blush as Bunnie snorted in amusement. “And as for Rouge and Peridot they are the people on the other side of that mirror’s problem.” She added still blushing.

“Not to mention Jasper and Sunset took off after them too. At least this is all going to be taken care of once I de-bimbo Luna and Cadence.” Bunnie stated. “And darlin’ you look hot like this. Don’t tell me you preferred being a two-foot nothing to a ten-foot amazon.” Bunnie teased the hedgehog, who puffed out her cheeks in a pout.

“So what should I do while I wait for the cloned body?” Asphyxious asked trying not to look or stare at Bunnie and Amy, the former because she’s one of his mates, and the other because she was naked and clearly delusional.

“Nothing, because here she is.” Ava said as she took a dull-eyed and, sadly, stamped copy of Rarity from her robe. The new body looked exactly the same as the dead vampire, only with the code R-01 over her left brow in black. “Homage and I have worked out an indirect connection method using Echo and my world’s anti-time dilation.”

“Okay, Just a heads up this may hurt.” Asphyxious said to the soul cage he held and removed Rarity’s soul from it, before putting the soul into her new body, which promptly punched Asphyxious in the snozz so hard he flew a few feet down the hall.

“Get away from me, monster...” Rarity snarled.

“I saw that one coming.” Amy said as she was on the floor laughing her ass off.

Author's Note

NEXT TIME! ON BIMBO BALL P~!

“Can we not?” Ava asks in annoyance. “I mean, we’re supposed to be cleaning things up, not exacerbating-hey!”

NEXT TIME! To Manehatten!

The De-Bimbofication Part 4

(the train to Manehattan)

“There was no need to punch me you know?” Asphyxious said rubbing his snout.

“But it was funny to watch.” Amy said giggling while wearing some of Bunnie’s clothes since hers no longer fit. Amy said the tank top and spandex shorts didn’t really suit her, but she’d ask a tailor for an outfit later.

“Oh I see, so if I punch you in the face right now that will be funny?” Asphyxious asked glaring at Amy. “Or am I misunderstanding that?”

“Punching me would result in your face meeting my hammer.” Amy replied said while holding her piko-piko hammer that, as was her odd hammerspace ability’s prerogative, came out of thin air.

“And you see my point, it’s not funny when it happens to you.” Asphyxious replied before looking over at the grumpy Rarity, her new body was apparently immune to sunlight, but she still had her vampire powers, so, she was like Blade now.

“I care not for your petty feelings. And I won’t help you hurt Applejack.” Rarity scoffed as she smoothed out the hem of her skirt, having donned a rather classy dress that she said she altered from a maid outfit, considering she did it within minutes screamed about her skills with a needle and thread.

“Who said we were going to hurt Applejack?” Asphyxious asked before looking to everyone. “Is there a part of the plan I missed on the way here?”

“Why are you going to Manehattan then?” Rarity asked.

“To fix her. To turn her back to the way she was.” Bunnie said while she was petting Pikachu who was resting on her breasts as usual. Rarity glared at them.

“Why not do that for Carrot Top and Cheerilee? They’re the ones abusing their power.”

“We fixed Cheerilee, at least in the head, but that hive still needs a Queen. So we made a deal with Carrot Top to free some of her broodmares.” Bunnie said.

“Not only that Ava and my kids are keeping a close eye on them.” Asphyxious added as he looks out the train window. “I’m more than sure Carrot or her followers will at least erect a small shrine in Ava’s name, especially since Ava was so insistent on it.”

“Holy molasas…” A pony in another booth said, looking out the window ahead of them. “I don’t want to go to Manehattan anymore...”

Rarity looked out of the train and her eyes widened. “What on Equus?!”

Manehattan was covered in layers of a black and green substance that seemed to be growing.

“What in tarnation has AJ been doing?!” Bunnies asked just as wide eyed as Rarity.

“I don’t know…” Rarity whispered.

“Well whatever AJ did we got to do something about it.” Amy said.

“It so… Beautiful.” Asphyxious said in awe.

“How’s that beautiful?”

“They have done more than just changed what the city looked like. They have evolved into something more than a changeling.” Asphyxious expelled as he had the look of child in wonder on his face. “I have never seen this happen before!”

“Well I am pretty sure the ponies that live there don’t see it that way.” Bunnie said giving Asphyxious a deadpan look.

“Right sorry, I got over excited over the possibilities of what this could mean.” Asphyxious apologized.

“It means Applejack has gone nuts and taken over Manehattan.” Amy said.

“What do you plan to do now that she’s taken over Manehattan?” Rarity asked.

“I don’t know but we got to at least try to fix her.” Bunnie reasoned not sure of herself about it.

“Fix her? She’s not a machine.” Rarity growled. Before she could continue however, there was a thud on the top of the train.

“Yay, guess who it is?” Asphyxious asked sarcastically. A black hand punched through the roof like it was paper, then tore the hole in two separate direction until it was wide enough for several Changelings to drop in. The occupants of the cart noticed that their eyes were red instead of blue, and they looked a lot bigger. “Interesting. Soldier class changelings.”

“Big whoop. Let just smash them and find AJ already.” Amy said as she sent one of the changelings flying with a swing of her hammer. She was shocked, though, when the one behind the Changeling she sent flying grabbed her face with one hand and threw her to the side, causing her to go flying out of the train.

“Bunnie why is your friend so stupid?” Asphyxious asked not moving from his seat. “Has she forgotten why we’re here in the first place?”

A Changeling came up from behind and grabbed Rarity, who screamed as it ran off with her.

“Amy is sometimes a hit first ask questions later kind of gal. But right now Rarity needs help.” Bunnie said as she move out of the way of the changeling that was behind her.

“Okay you save the girl, I’ll see if I can get these guys to talk. Or at least find out if they can?” Asphyxious asked as he looked at the first changeling soldier. “You look so cool.”

“Ok. Be careful Sugar Lich.” Bunnie said she rocketed up after the changelings that are carrying Rarity. “Hold on Rarity! I am coming for you.” She yelled.

“How can I hold on!? I’m being held onto!” Rarity screamed as she flailed.

“Just hold still so I can blast the changelings off you.” Bunnie said as her robotic arm transform into her arm cannon.

“Don’t you dare shoot- whoa!” Rarity yelped as the Changeling suddenly shot into the sky.

“Ah nuts.” Bunnie grunted as she fired at the changeling that was holding Rarity causing it to let go of her. Which Bunnie rockets up to catch her from falling.

“You bitch…” Rarity snarled.

“You’re welcome.” Bunnie said as she kept Rarity in her arms which caused Rarity to be pressed between her breasts.

“I don’t swing that way, so could you keep me as far away from your oversized chest?” The fashionista growled.

“I will do that once we land somewhere safe on the train.” Bunnie said as she decided to carry Rarity bridal style back to the train. “And don’t diss the tits, I’ll shoot you with the Whore Gun if you keep it up.”

“Shutting up….” Rarity squeaked as she paled a bit, having a not-dead but not-alive body was still odd for her after having adjusted to being dead already, since her new body was both clearly alive, yet still in a state of stasis like her undead previous body had been.

“Wait a second...isn’t that? Ava!” Bunnie screamed upon seeing a few changelings absconding with an unconscious Ava from the train, she’d been surprisingly crippled with motion sickness the moment the train started moving, something about how she couldn’t stand trains or planes from before being Displaced, and it oddly seemed to still affect her. “They’re taking Ava!”

“Those ruffians are foalnapping a lady while she’s indisposed! Such brutes!” Rarity screamed furiously, she wasn’t going to outright say it for a short while, but she was grateful to the mare for supplying her new body for no cost, even if it did have the humiliating brand of R-01 on her brow.

“We got to save her.” Bunnie said. That when a changeling soldier’s head came out the train window before being pulled back in side by a large clawed hand. It didn’t help some smoke came out of the train car. Shortly after, an anthro dragon teared it’s way out of the train and gave out a roar.

“No one kidnaps my friend!” Asphyxious roared as he let his large wings out, before running on the train to get to the front of it. He was a good 18 feet tall from head to tail, his body was covered in large muscles and thick black scales with blue highlights. The thing that shocked Bunnie the most was when Asphyxious jumped off the train, he then started to run on all fours after Ava and the changelings.

“Whoa.” Was the only thing Bunnie could say about what she saw. Bunnie had no idea Asphyxious could run that fast, and if he got this angry by someone taking his friend. How would he react if she was kidnapped? Or one of their children? Bunnie blushed a little at the thought of having children before shaking her head as she landed next to the train.

Suddenly, the train stopped. “Now what?” Amy said in annoyance once she somehow came out of the train car next to them, considering that she’d been ejected earlier. She saw Changeling warriors tearing the train engine open. “I am going to have to make you lot stop because it’s hammer time.” Amy said as she charge at the changelings with her hammer.

One of the changelings pulled out a crossbow and fired an arrow into Amy’s knee without looking.

“Argh! Now I know how that guy in Skyrim feels.” Amy yell in pain as she stop to deal with the wound.

“What do we do with this one?” One of the changelings asked the one with the crossbow.

“Leave her. The train’s already out of commision.” Was the reply. The changeling nodded at this before flying off back to the city.

“Amy! You alright hun?!” Bunnie asked worriedly as she set down, and Rarity quickly moved out of her grasp to look the injured hedgehog over, the bolt had gone clean into her knee, the head poking out the back while still having the shaft in the joint. “Ew, oh, shit. I have no idea how to-!”

“Darling, do you have something to bite down on?” Rarity demanded of Amy, who held up her piko-piko hammer’s shaft. “Good, because what I am going to do is going to hurt. A lot.” Rarity warned seriously, and Amy grit her teeth before putting her hammer’s haft in her mouth, biting down. “Bunnie, be a dear and hold her leg still.”

“Okay.” Bunnie knelt next to her friend’s leg and held it straight and still. “So what’re you-?” Rarity suddenly struck the bolt’s end so hard and fast with a pinpoint palm-strike that it shot clean out the back of Amy’s knee, causing her to scream in utter agony around her hammer and reveal a clean gaping hole through the useless joint. “Holy shit!”

“Wrap it! We need antiseptic, and a splint while we move her to a hospital.” Rarity ordered as she tore the bottom of her skirt off in a long strip and quickly set to wrapping the bleeding wound as Bunnie speedily found some long sticks while Rarity looked around for something to hold the splint together. “Drat, one of us is going to have to look on the train for a proper first-aid kit and-.” Bunnie shot Amy with the white beam of the Reversal Gun, and suddenly Amy was so small she was draped in her clothes. “What did you just do?!”

“M-my leg! I’m not hurt!” Amy cheered as she pulled up the now-enormous spandex shorts to reveal her intact leg. “And I’m back to my petite little-!” Bunnie then shot Amy with the Whore Gun, and she grew back into her clothes, still healed. “Damn it Bunnie!”

“We need you big and strong, if you weren’t that bolt would’ve done more than destroy your knee.” Bunnie warned, and the pink hedgehog pouted again. “Just think that maybe Sonic likes big girls?”

“Fine, whatever, but what’re we gonna do? Those freaks took that Ava mare, and clearly targeted Rarity too. Our ride’s also kinda….” Amy looked at the destroyed train engine, the ruptures in the boiler clearly rendering it unable to pressurize for locomotion, and several buff earth-pony stallions were clearly preparing to manually pull the train, which while doable, wasn’t as feasible as it seemed. “Rrrragh! I hate it when I can’t just hit things to fix a problem!”

“It’ll take a good bit to get the whole train rolling, we might as well fly there ourselves.” Bunnie informed, only for Rarity to blush at an idea.

“Um...that gun that makes Amy here all gigantic and strong works on stallions too right?” Rarity asked rhetorically, since she was more-or-less filled in on things on the way about the situation, which was most of all the reason she was even here.

“Yes~....” Bunnie hissed lustfully, drooling at remembering when Jade tested the Stud Gun on Asphyxious.

“Well then...why not help those stallions get this train moving?” Rarity suggested, pointing to the team of already big, strong, and buff stallions straining to get the stopped train moving, the three women all blushing hotly at the things the gun would do to get those train-draggers to turn into train-runners….

“...Rarity, are you secretly a genius pervert?” Bunnie asked eagerly as she switched the gun from Whore to Stud.

(Applejack’s Throne room)

“They’re moving the train, your highness. Should we send out a-”

“Shut up…” Applejack growled, massaging her head. “Let them come… I’m going to tear them apart… Personally…”

“And the, dragon?”

“What of it?” Applejack asked, grinning as her red eyes glowed brighter.

“I-it’s trying to get into the city. It’s already broken down the main gate.”

“So? We have more than just drones. Send the new weapon…” Applejack said, crossing her arms.

“That’s a huge risk your highness. What if they kill them?”

“They won’t…” Applejack snickered. “Send out the first one…”

“As you wish, Queen Applejack. And… What of our associates?”

“I believe Celestia’s dealing with that Ava mare… And tell Discord our “friends” are here.” Applejack ordered.

(Meanwhile with Ava)

Celestia watched as Ava struggled against her restraints, the average-height but incredibly shaped and buff mare was a serious problem the moment she had awoken from whatever stupor she’d been in before. The first thing she did was hit her with a magic blast that seemed to bring her to life, yet, didn’t, even though it quite painfully regrew her horn and wings. Then Ava tried to physically shape-shift out, only for the magic limiter that was placed on her horn after that first blast to stop almost anything she tried.

Ava was officially a sweat-coated mass of muscle, and irritation, clearly she had great compunctions against being restrained, almost to the level of obsession with not being restrained at all. And she clearly was uncomfortable having been stripped of her robes, laid nude so that she didn’t have any hidden weapons or tools, not even her surprising penis sheath over her vagina.

“You are of the same origin as Rouge the Bat… are you not?” Celestia asked, her voice shaky.

“Not likely.” Ava growled, her shark-teeth grit so hard they seemed likely to break, and the tiger-like rumble from her chest was very unsettling. “Not all Displaced are from the same Earth. And if she was, well, that bitch helps prove my case my Earth was a ball of shit before it was blown up.”

Celestia narrowed her formerly-undead yellow eyes. “You have no right to be in this world… Your presence alone is throwing this world into a worse state.”

“Funny! I’m here to fix all the shit those morons broke! Including you Tia.” Ava growled possessively, her slit emerald eyes raking up and down Celestia with familiarity. “Damn. If you still look this good a few thousand years old, then I guess I’m marrying into a seriously stable and healthy physical relationship back home.” Ava then purred as she looked Celestia in the eyes. “Now, be a dear and open these restraints, so I can undo the damage this Applejack mare is causing.”

“You have no idea… Whenever a ‘Displaced’ enters our world, things get worse. First it was the Homeworld Gems, then the Crystal Gems. Then Rouge and her friends. Then Asphyxious Hellbringer. Then Sam and Ember…”

“Oh? So us restoring Luna and Cadence to the throne is considered worse? Me freeing the broodmares from a hive and helping stabilize them was worse? Us de-bimboing every Bimbo we can is worse?” Ava asked rhetorically, grinning sharkily.

“Whatever you fix, cannot compare to the hell your arrival will open. This universe is set in a balance. The more outsiders enter, the worse our world becomes. This place is fragile...”

“Ha! I call shenanigans. Big news in case you didn't get it with the whole alicorn package; I’m a literally frickin’ Goddess! If that’s the case, me simply being here should’ve blown your whole planet to shit the moment I stepped on this rock! Get over yourself, free me, then I can undo this shit and be on my way. You holding me here is only making things worse rather than better. Oh? What’s that? The pot calling the kettle black?” Ava asked fiercely, still straining as her magnificent muscles tried to rip her shackles free from the wall.

That when they hear a dragon roar. A very angry dragon roar.

“Damn… Already the lich has arrived…” Celestia said, pulling out a long sword from its sheath.

“Seriously lady? What’s with you and trying to restrain or kill gods? Asphy’s not all the way there yet, but he’s getting there. Put that toy away before you get hurt even more hun.” Ava warned with a roll of her eyes. “Besides, I’d rather you not fuck up me bringing you back to life already, even if it’s as a Living Dead.”

“I tried to save my people from their damnation… I failed, losing my life, my sister, my niece… Even my pupil…” Celestia said, glaring.

“You’re not listening. I gave you back your life. Your sister is ruling the country right now, and your niece is helping her. As for whoever your pupil is, I figure she’s next on the list of things we’re patching up.” Ava deadpanned.

“Patching up a raped woman is impossible!” Celestia snapped.

“Uh...hello? Looking at one.” Ava admitted, shrinking a little and looking vulnerable. “She just… it was… the most terrible thing that has ever happened to me. But I forgave her, and now she’s in here, with the rest of us.” Ava grinned darkly.

“She has that monsters child in her… There’s no fixing that.”

“She ended up being turned into a Broodmother and mechanically birthing my foals to feed a war machine….” Ava leered at Celestia spitefully. “Don’t talk to me about rape and bastard foals. I know far worse.”

Celestia ignored Ava. “Be glad that I do not wish your death. But the only way to stop the suffering is to get rid of the Displaced.” The former Princess then began to walk away.

“Okay, again, Goddess here? If you did something that kept me from going home-!” Ava shouted after her as the solid door to her cell slammed shut.

“Damn bitch…” Muttered Ava’s cellmate. Lightning Dust. “She’s psycho. Must’ve lost her mind after Rouge took over, now she’s working with AJ, an equally messed up mare…”

“Yeah, yeah, exposition and all that. Look babe, I’ve gotta get out there, beat some sense into Tia, help stop AJ, and prevent Asphy from destroying the planet for me being foalnapped. I’m not part of his Hoard, but the bastard is persistent and won’t stop trying.” Ava then looked at Lightning Dust in interest, her eyes looking her up and down analytically.

“It’s not exposition.” Lightning said, using her index finger to scratch her thumb hard enough to make herself bleed.

“It’s dialogue helping provide context for the situation, it’s exposition. And could you not do that? And why are we shackled? I’ve been imprisoned and enslaved before, they’re not exactly necessary if they did the limiter right.” Ava asked.

“That’s the thing, the limiters are limited.” Lightning laughed at her terrible joke. “They’re the kind that can be taken off easily with hands. Like my wing shackles.”

“Oh, well that makes sense. Also, nice bod. You’re definitely built for flying. You’ve gotta get more definition in your buttocks from what I can see over here though, they’re not providing enough base for your thighs.” Ava appraised, getting Lightning Dust to scoff and roll her eyes.

“I don’t care about my body. I only care about flying and being the best!” Lightning winced as she dug into her thumb and pulled out a tiny sphere the size of an ant. It had a small red light flickering on it’s black form. She narrowed her eyes before throwing it with what little room she had at Ava’s limiter. Once it made contact, the limiter began melting.

“Whoa! Tits! Hun, for this I’m going to Magnify your wing muscles.” Ava said moments before the limiter melted off and tinkled on the floor, which she hid by rattling her chains.

“Shh! They can hear us… They’ll call Celestia back before you’ve recovered.” Lightning Dust whispered.

“So? The only reason they caught me was because I was sick, and trust me, my magical refractory rate is ridiculous.” Ava then melted into a formless black heap of liquid black flesh, freeing her from her shackles before the mare reformed, only 8-feet tall this time and smirking like a cat that got the canary. “Now then, let's get you out of those restraints, and your wings so strong you can carry a dumpster.”

(elsewhere, with Asphyxious.)

Asphyxious slammed another soldier changeling into a wall, the number of them were beginning to make him angry. It didn’t help he lost where the changelings that took Ava went. So he spent the better half an hour going on a rampage throughout the city. “Tell me where my friend is or I’m burning this city to the ground!” He roared at the swarm of changelings buzzing overhead. “I will not lose them again!”

“Where is that weapon!? It should have arrived half an hour ago!” Called out a changeling soldier before firing it’s crossbow at Asphyxious. The bolt did little more than annoy Asphyxious as he let out a growl, he didn’t even bother to remove the bolt from his shoulder.

“I will not ask again, WHERE IS AVA!!!” Asphyxious roared before letting loose a jet of fire from his mouth. Setting fire to some buildings, which was unsettling since they were mostly covered with morphing flesh. Asphyxious was about to go on the attack again when he felt a rumble under his feet and stopped.

Asphyxious didn’t move as he tilted his head to one side and felt the rumble again. He turned around and felt it again, it was like whatever was making that sound was getting closer. And it was big, maybe as big as a dragon?

Suddenly, Asphyxious felt a large pressure in his back. As is someone had super punched him. “Ouch…” He said before letting out a growl then looked for who just attacked him.

It was Octavia. Her eyes were blank, and her stomach large. Her right arm was pulsating, the veins in it glowing red. Asphyxious looked at her sadly, she was the last person he was expecting to fight. “What have they done to you?” Asphyxious asked as he get back up. “You look… Beautiful. In a partly zombie kind of way.”

Octavia didn’t register what he said. Instead, she sent her fist into his chest, which sent him flying. Okay, less admiring and more fighting! Asphyxious thought as he spreads his wings out to slow down his fall.

Octavia was already waiting for him, and tore off some of his scales. Asphyxious let out a roar of pain before swinging his tail blade at her. It hit dead center, causing her to scream in pain as blood poured out of her new wound and she fell to the street.

“I… Didn’t mean to do that.” Asphyxious said as he looks at her body in shock. “Why did I do that!?!” He roared at himself grabbing his own head.

The musician coughed up blood as tears streamed from her eyes. Her eyes suddenly went blank again, and she got up.

“I can fix this, you need to rest.” Asphyxious said with concern in his voice. He then walked up to Octavia reaching out to her with his clawed hand. Octavia punched him into a building. He was about to pull himself free when he heard something.

“Surprise Motherbucker!” Shouted a voice as Asphyxious was blasted from behind. He was sent flying back to the ground and he didn’t like it. Asphyxious let out a growl and looked back to see how was attacking him this time. It was Vinyl who also have a pregnant stomach and she is looking pissed.

“Great, two mares who’re my hoard mates back home. It bad enough I hurt Octavia.” Asphyxious grumbled to himself as he get up. “Look if any part of you still in there help me restran Octavia so I can heal her!”

“Nopony hurts my Tavi and gets away from it!” Vinyl yelled as she fired another magic blast at the lich. Asphyxious moved out of the way in time and growled.

“Cut that out! What more important, healing Octavia and saving her live. Or kicking my ass and letting her bleed out!” Asphyxious roared at Vinyl.

Vinyl look at Asphyxious then to Octavia then back to the Lich and then back to her marefriend. “We will finish this later.” Vinyl said as she ran over to Octavia. Asphyxious sighed in relief that she saw reason. Once he was close to them he casted a healing spell on Octavia, and as expected she reached out to punch him again only this time he caught her fist.

“I am not here to fight you, I am here to get my friend back and fix what Rouge has done to this world.” Asphyxious explained.

“She can’t hear you Dragon.” Vinyl said coldly. Asphyxious sighed before letting her fist go and backing away from them.

“Once we fine Ava she can bring your lover back.” Asphyxious replied as he looked back at the swarm. “The question is how long do they plan to stay in my way.”

“As long as AJ is their queen.” Vinyl said.

“Okay, help me look for Ava and she’ll help your friend. Something tell me I’m getting a big bill for this later.” Asphyxious growled before letting out a roar and charging the rest of the changelings.

(With Bunnie outside of Manehattan.)

“Hurry up boys.” Bunnie said as she, Amy and Rarity were watching the stallions she shot with the stud gun pull the train they were on. The fact they were easily all 10+ feet tall of wicked body-builder they were pulling the train like it was a sandbag behind a football player, and they were making good time. Not to mention the show of watching the 6 beefcakes work up a sweat with their former overalls barely clinging to their hips as skin-tight as they’d become.

“I have to say Rarity, this plan is awesome.” Amy said with some drool down her chin as she enjoyed watching the buff stallions get a workout. “Sonic’s nice and athletic, but dang these guys are cut.”

“You want to use the gun on Sonic don’t you?” Bunnie asked with a cheeky grin.

“Maybe, if it doesn’t ruin her speed. A buff Sonic is cool and all, but if she isn’t the fastest thing alive, it wouldn’t feel right.” Amy mused. “Well, maybe for bed I’d like her all big and buff, but otherwise I’m happy with her as she is.”

“Whatever gets your motor running.” Bunnie shrugged. “So Rarity, why didn’t we bring Pinkie and Fluttershy again? I didn’t catch that while we were filling you in.”

“Hell if I know. I think they want to help Applejack.” Rarity said with a shrug. “Anyways, we most likely should hold Coloratura hostage. AJ seems very fond of her.”

“But where can we find her in this city?” Bunnie asked.

“She’ll be in the far back. The most secure place in the city. The Root of Corruption, Applejack’s tower of control. Her castle.” Rarity said, determination filling her eyes.

“Well then. Let’s go full speed ahead.” Amy said raising her hammer up like if it was a sword, before a bolt entered her knee. “NOT AGAIN!” She yelled in pain and fell to the ground as Bunnie and Rarity did the same thing they did with the last bolt.

“Ok we need keep down as we go in.” Bunnie said. It shouldn’t be that hard with that big hole in there gate.

“When I get my hands on the one that shot my knees I am going to turn them into a pancakes.” Amy growled.

“Maybe you should start wearing knee guards then.” Bunnie said as Amy just flip her the bird.

(back with Ava)

Ava and Lightning Dust slunk through the twisted makeshift castle of disturbingly organic and artificial construction. For the sake of stealth, Ava had forsaken any standard form, and was currently a very small black and gray kitsune with six tails, small enough she was actually piggybacking on Lightning Dust’s back as the professional mare easily kept them moving and out of sight. “So any clue where this Coloratura is?” Ava whispered into her current companion’s ear, constantly shifting her own ears around, listening far and wide with her fennec-like fox ears.

“Coloratura? The famous pop singer? Why would she be here?” Lightning Dust was scratching her arm violently, drawing lots of blood.

“I heard she’s a ‘guest’ here, I’m guessing from what I’m getting from some idle chatter, she’s being kept here on Queen Applejack’s orders. And stop that. I might’ve Magnified your healing rate, but I didn’t give you a healing factor.” Ava chided her companion as she sniffed the air and only got blood. “It’ll give us away if they smell so much blood.”

“Huh, well if she wasn’t in the dungeon, then she’ll most likely be in the Queen’s bedchamber.” Lightning flew up to the ceiling, then grinned as a Changeling walked under her. Her blood suddenly formed into an odd looking blade, and the Pegasus dropped down behind the ling, before stabbing the blood blade into it’s neck.

“...Nevermind, I’m just going to alter your body so you can let your blood at will, no more of that stupid self-mangling to get at that.” Ava then had her eyes glow red, and little holes seemed to form in Lightning’s flesh at the wrists and ankles that while dry, would easily let out blood at will.

Lightning then smirked and pulled the blade out. “She is in the bed chambers. They’re going to be wed in an hour.” Lightning then began running down the hallways.

“Blood memory or something? That’s way more efficient than my method, kinda have to absorb their soul to do something like that.” Ava pouted from Lightning’s back, using her now obscenely-strong wings to stay perched.

“My dad gave me this power. And I drain brain cells through direct contact with my blood. Gives me a headache though.” Lightning stated. “Can’t wait to get my damn clothes back on. All this commando shit is embarrassing.”

“Really? I’m not one to talk since I’m pro-nudity, but you should flaunt it hun, you’ve got a rockin bod, built for flight. Honestly I’m kinda worried you might start tornados just flapping your wings now.” Ava commented as her tails flicked about behind them. “Just hope you don’t get hit with the Whore Gun however, that turns everyone into a ten-foot amazon or adonis from what I’ve seen thus far.”

Lightning turned a sharp corner, and froze, “The tartarus are those!?” Two mares with pure black eyes were guarding the bedchambers door.

“Expecting mothers being forced to do something that endangers their foals.” Ava hissed furiously, turning to look at Lightning’s eyes from the side of her shoulder. “I’ll deal with them, stay here a moment.” Ava whispered before she again melted into black biomass, and shrank away into seemingly nothing, disappearing from Lightning’s sight.

Shortly after, both of the brainwashed pregnant super-mares began yawning uncontrollably, and blinked as they tried to stay awake, only to slowly lower to the floor and doze off. Ava then seemed to start growing again as a formless mass of flesh between the two, until she reformed into her usual body. “They’ll be down for several minutes.” Ava whisper-shouted as she gestured for Lightning to approach while she examined the door.

“They wouldn’t boobytrap their queens door.” Lightning Dust said, then tapped her chin. “Although, if it was designed so that only Changelings could go through the door…”

“Is someone there?” Asked a voice from the other side of the door. “Whatever it is keep it down. I am getting ready for my wedding with AJ.” The voice added.

“Aced it.” Ava grinned darkly as she morphed into a Changeling.

(Back with Asphyxious.)

“You’re sure she in here? I’ve had to knock out every changeling on the way here.” Asphyxious asked his two guests resting on his back. For the most part he didn’t mind, but as long as they stay out of the fighting and take care of themselves it should be fine. He looked up at the tall tower that from what Vinyl said was Applejack’s home.

“Yes she is in there dragon. Now just remember I get to kick your ass for hurting Tavi after this.” Vinyl said while support Octavia with one arm over her shoulders.

“Yes, yes I swear you're as bad as Revan… Come to think of it where did she go?” Asphyxious asked himself before heading for the main doors. But she could take care of herself, He had a friend to help. Asphyxious reached out and dug his claws into the doors and began to pull. Large muscles flexed and pulsed in order to pull the doors free, and with a sickening crack the doors fell free of their hinges. Asphyxious dropped the doors to the floor and looked inside. Only to find changeling guards passed out on the floor, along with a number of other changelings and broodmares.

“Oh… I guess she didn’t need my help.” Asphyxious commented looking down at the sleeping changelings.

“Who Rainbow? She still locked up because she too much of a bimbo for AJ to control.” Vinyl said in confusion.

“...What are you talking about? I didn’t ask about Rainbow?” Asphyxious replied looking confused at Vinyl. Witch looked really strange to Vinyl, she had no idea his neck to turn that far and look right at her. From what she could see his neck was short and had large plates of scale in the way. She then noticed how the scales seemed to move to one side or the other. In order to not restrict his ability to move his large head.

“These guards look like they pass out being fucked by somepony.” Vinyl said not realizing she had a small blush.

“How can you tell? Wait, you know what I don’t want to know.” Asphyxious replied as he walked on into the changeling castle. “Let just find Ava, turn AJ back to normal and then I can have a long bath with Bunnie.”

“You are going to need it after I kick your ass across the city.” Vinyl said.

“I didn’t mean to stab her with my tail! I was caught up in the combat, this form’s built for fighting.” Asphyxious replied with a low growl. “If you want to blame anyone, blame AJ for sending her out to fight in her state. She shouldn’t even be fighting, let alone be on the battlefield.”

“I know. Which is why I am planning to kick her ass too.” Vinyl said glaring still. Asphyxious did not say anything as he followed his nose and the scent glands in his mouth. This was the first time he was aware of his body fetchers. Could his body design be a subconscious thought, or was it something imprinted into his body by the heart stones of the other dragons. Could they be trying to help him be better suited for fighting Toruk? Asphyxious let his long tongue out to test the air.

“I taste Ava alright. She’s been through here already if the sleepers weren’t clue enough.” Asphyxious stated as he prowled through the hall, following the distinct tang of his fuckbuddy. “She’s accompanied by two other mares, a pegasus by the taste of feathers, and an earth pony.”

“How the buck do you know that?” Vinyl asked confused.

“I’ve come to rely on the predatory instincts of a dragon to help me out. That includes eating my enemies. You pick up things when you eat them. And the smells that come with it.” Asphyxious explained.

“Eugh! TMI dude!” Vinyl gagged. “Remind me not to kiss you for whatever reason, I want nothing to do with that mouth.” Asphyxious laughed a throaty laugh he sounded to much like a dragon.

“Don’t worry, I always wash my mouth. I also try not to eat those who can talk back.” Asphyxious added as he turned to go down one hall. “But still, they’re tasty. Especially Ava. I’ve tasted her a lot. Sometimes I wish I could take a bite out of her, I know she’d just regenerate it, but it’s not polite to nibble without asking, and we haven’t gone that far yet.”

“Dude, you and this Ava mare are royally bucked up.” Vinyl looked a little green, and then actually vomited to the side. “Eugh...damn pregnancy hormones, making me all kinds of queasy….”

“Ewww… That went down my back!” Asphyxious yelled as his body shivered.

“Oh suck it up. I’ve vomited on way worse places.” Vinyl grinned weakly with a sick sort of pride. “Can’t wait to pop these brats out and get back to partying.”

“Maybe my Vinyl back home could lend you a hand. I hear Blighted the versions of you and Octavia who are my hoard mates are doing quite well recently though they’ve been too busy to visit. I’m just happy they’re not trying to Blight everyone anymore.” Asphyxious added.

“No thanks. I just want to be not preggers, Tavi to not be preggers, and both of us to get back to our careers. This plop has been too much. I’m just hoping I’m still hot to trot once I lose the kids.” Vinyl grunted as she used her free hand to rub her fecund belly. “Stop kickin’ damn it...I know you’re hungry….”

“What will happen to them once they’re born?” Asphyxious asked looking back at her.

“These are that bitch AJ’s kids, not mine. Far as I’m concerned, she can eat them or whatever. Unless for some reason when I lay the eggs I get attached or some bullshit reason like that. I only ever wanted foals when I was ready, and I am still not ready.” Vinyl growled hatefully at her belly.

“I could look after them. I have a large family already.” Asphyxious replied. “They fit in with Pupa and the others.”

“Fat chance. I may not care, really, but I’d rather chance them with their dad than you.” Vinyl spat vindictively. “They’re AJ’s kids, and she took the trouble of putting them in me, make her deal with them.” Vinyl growled, before pausing at something up ahead, and Asphyxious looked back forwards, only to gawk at the sight of Ava sitting on a throne, naked and sized up to fill it out completely, grinning victoriously with Applejack actually on a collar and leash at her hooves, and the fact Ava was a Changing herself at the moment made the scene all the more rich.

“Hey Asphy~! I dethroned the queen! I am now Queen Ava! Matron of this hive~! Ha-ha-ha-ha~!” Ava cackled maniacally, her husky voice making it resonate malevolently in a sexy way, and off to the side was Lightning wearing a patched-together suit of changeling armor to cover herself up, while both Coloratura in a wedding dress and Celestia were bound, gagged, and Celestia had shackles on her wings and a limiter on her horn..

“Oh you big tease~.” Asphyxious purred lumbering over to Ava. “I have some ladies who could use your help.” He lowered himself to show Vinyl and Octavia on his back.

“Sorry Asphy, all their eggs are fertile, I can’t just kill them.” Ava said with a sad pout. “That will have to wait until we get Applejack straightened out and I can make some Deals with her. Right Pet?” Ava asked cruelly, tugging on AJ’s leash and showing she had a gag in her mouth.

Asphyxious nods in understanding as he let the two mares off his back. Asphyxious changed back into his anthro dragon form and smiled at the changeling Ava. “Looking good as usual Ava. Better now that you’re actually looking like the Alpha you are.” Asphyxious appraised, getting Ava to beam at him and puff out her chest at the praise.

“What did we miss?” Bunnie asked coming into the room with a blushing de-bimboed Rainbow Dash trapped between her breasts. The fact she was practically a recolor of Lightning save her large pregnant bump and slightly larger D-cup boobs. Also unlike Lightning she was still fully nude.

“Awww the fight is over? Damn it!” Amy said disappointed while Rarity just rolled her eyes.

“Actually it never got to start.” Ava preened as she tugged on AJ’s leash again, getting her to glare hatefully up at Ava. “We waltzed on in, all her guards knocked out by Crescent playing parasite with a special breed of flea, and threatened to kill Coloratura in front of her. When Tia tried to interrupt, Crescent put her to sleep too, but as a Living Dead she had enough resistance to wake up quickly, but not fast enough.” Ava boasted of her tactical genius

“She looks so cute~.” Asphyxious said as he looked at Celestia and smiled. Before looking to Coloratura and the dress she was wearing.“Can I get a copy of that wedding dress? I think Celestia back home would like it.”

“Before anything else, SHOOT THEM BUNNIE!” Ava demanded, clearly not in the mood for more byplay, and Bunnie quickly took the Reversal Gun from her cleavage and shot everyone in the room aside from their group. Nothing happened to Vinyl or Octavia save Octavia blinking her eyes rapidly and looking confused. Celestia actually looked weary before looking shocked and trying to talk through her gag. “Free them.” Ava said to Lightning insistently as she removed Applejack’s collar and gag. “How are you dear?”

“You’ve only prolonged the inevitable…” Applejack said, narrowing her eyes as he skin started to peel away as green slime exited her cheek. “You’re an idiot. You think I’d be here where my enemies are? And don’t even think about following after me. If you change me back, this hive will either die or destroy Equestria… Chew on that, dumbasses.” ‘Applejack’ then turned to dust.

“Damn it. Well we tried. If she want to remain a Changeling Queen. Then I suppose we can’t stop her at least for now.”

“So what now?” Amy ask while keeping an eye out for any changeling that might try to shoot her in the knees again.

“Well as soon as Ava is done with the broodmares. We head out to Hoofington to see if we can reason with this plantgirl displaced.” Bunnie said which everyone nods in agreement.

“But first. Can I get some clothes to wear?” Rainbow Dash asked her face was as red as Big Mac.

Author's Note

NEXT TIME ON BIMBO BALL P! Twivine gets an abortion….Not really.

“Anyone hear something?” Asphyxious asked looking around in confusion.

"You didn't hear anything." Pinkie said from a hole while wearing a penguin costume.

The De-Bimbofication Part 5 final part

(Hoofington)

“Nice to know you’re still in one piece.” Asphyxious said to his warjack as he stepped off the rear car of the train. He was in such a blind rage before he even forgot to bring his warjack with him. It was still covered in dust from when the floor fell out from under them back in canterlot. But what had Asphyxious attention now was the hundreds of plants covering city. The odd thing was all the ponies had a vine on their neck and walked around like zombies.

“Why does this remind me of that one episode of Danny Phantom?” Bunnie asked while looking at the ponies. Asphyxious looked confused at Bunnie as he looked over his warjack. It was clear the lich slash dragon had no idea who she was talking about. “In any case whatever you do. Don’t harm the plants around here unless we want to piss off this Displace plantgirl.” Bunnie added.

“How do you know it a Displaced that’s doing this?” Asphyxious asked as he opened up a hatch on the Inflictor before sticking his head inside. Then began his work, his voice echoed within the body of metal and steel. “For all we know a plant monster is doing this.” The Large machine looked at her with its glowing blue eyes. As if it was bored and had nothing to do. “Maybe I should bring my other warjacks along?” Asphyxious asked himself, rubbing a greasy claw on his chin.

“I have heard it from a guard who had talked about it with Rouge.” Bunnie replied while watching carefully where she walks just in case if she stepped on a vine. Asphyxious’ warjack as he called it, didn’t seem to care as it’s head slowly looked around.

“Didn’t Rouge send Lapis here to get this Plantgirl’s friend?” Amy asked thinking about the water gem.

“Yeah but she hasn’t returned since then.” Bunnie said.

“Didn’t she run off with Rouge back in canterlot?” Asphyxious asked from inside the warjack.

“We only saw Jasper and Peridot run with Rouge but there was no sign of Lapis.” Bunnie replied. Asphyxious stuck his head out from behind the hatch, his muzzle covered in dirt.

“Who’s Lapis?” Asphyxious asked as he closed the hatch and pulled a rag out of his echo to clean his hands and face.

“She is a gem who can control water and one of Rouge’s old friends.” Amy answered. Asphyxious didn’t say anything as he put the dirty rag away.

“Anyway. We need to go find this Plantgirl now.” Bunnie said. That idea sounded good on paper, but now that she was looking at the overgrown city. Finding this Displaced maybe harder than she thought.

“Maybe Ava can find Twilight. Since Twilight is with a baby.” Amy Suggested.

“I wish I had killed Rouge sooner.” Rarity growled.

“Same here.” Rainbow Dash agreed, having had her eggs transferred to a willing broodmare before joining the group thanks to Ava. She was wearing a full set of changeling guard armor in anticipation of a fight, also because it looked cool.

“I take it you two will be comforting Twilight once you see her?” Bunnie asked Rarity.

“Can somepony help me with the big mare here?” Lightning asked from the train, the strong mare grunting as she dragged a comatose once-again mutant alicorn Ava out of the train. “What does she eat?! She weighs a ton!” Asphyxious sighed as he went over to help Lightning.

“Helping everyone must’ve taken a lot out of her.” Asphyxious explained before helping carry Ava by her hooves. “Awww, she looks cute when she’s sleeping.”

“Or she gave into her motion sickness again.” Amy rolled her eyes at the unusual weakness of the powerful Displaced. “At least she doesn’t throw up for whatever reason.”

“I think the worst that would happen would be your frailty would become stronger.” Asphyxious replied as he moved to hold Ava alone in a bridal carry, her lips and face barely inches from his own as her head came to rest against his shoulder. “She is pretty heavy, but I think that’s just because of how dense her body is.” Asphyxious could not help but look at Ava’s soft, kissable lips and smiled.

“Sugar Lich, she’s practically begging you to kiss her.” Bunnie teased the two, Pikachu poking his head out of her cleavage to nod. Asphyxious rolled his eye before poking his tongue out at Ava almost touching her soft lips.

Her face twitched, she sniffed and suddenly her lips moved forward and wrapped around his tongue like tiny moist pillows, and she began to suck and moan as she quickly pulled his tongue into her mouth, moving her arms to his head and pulling him into a deep and passionate kiss that startled him, sending his wings and tail ramrod straight. Asphyxious slowly started to moan with Ava and let her pull his head into the deep kiss, before she suddenly jolted and sent him onto his back, she straddled him, her eyes opening just slightly into a smokey, lustful leer as a predatory and possessive growl rumbled in her chest.

“So the Beta has finally accepted his place under the Alpha?” Ava asked hotly, panting slightly as she grinded her groin into his pelvis.

“Maybe I have.” Asphyxious replied giving her a playful growl from his throat, as his own eyes glowed a soft blue.

“Hmph, obviously not. I feel you trying to Dominate me. You’re turning me into a breed-hungry slut. Keep it up, and I might just turn you into my slut.” Ava purred, thrusting her groin hard into Asphyxious’s pelvis, getting a surprised hiss at her crushing his junk under several hundred pounds of herm mare. “How about it? Wanna be a femme Asphy? Want to be my breeding bitch?” Ava demanded, her enormous horsecock practically sliding into her robe, rising up his abs to his pecs.

“Maybe not for breeding but.” Asphyxious transformed into a shockingly busty and beautiful female, her huge tits almost as big as Ava’s, easily encasing Ava’s dick in tit-flesh through the almost destroyed shirt, and her lower body a good match for Ava’s own, practically bursting from her clothes at the seams, and purred at Ava. “But I’m willing to try new things~ My Queen~.”

“Oh~ yes~....” Ava growled hungrily, only for the two’s sudden fervor to be interrupted by a couple clearing throats, and they both leered at the voices of reason interrupting what was meant to clearly be a turning point in their fuckbuddy relationship. “You’re all lucky we actually have important things to do, because this bitch needs a plowing.” Ava grabbed Asphy’s tits, squeezing hard, getting her to gasp and coo.

“Don’t worry Ava, we can try it next time~.” Asphyxious purred in a husky feminine voice before leaning up and giving Ava a kiss as her hands squeezed Ava’s ass and began trailing licks and kisses down her neck.

“Nff, you better stop now. Your Queen is starting to lose control….” Ava panted as her eyes began to be overshadowed in Asphyxious’s blue glowing eyes. “N-n-no...get...off!” Ava growled as shoved the dominating dragoness off of her, clenching her eyes shut as she held her head. “Get...out!” Ava demanded, her eyes slowly clearing back to their emerald green.

“Sorry…” Asphyxious said as she lays on the floor, not moving a muscle. “What was that just now?” She asked before quickly shifting back into his original gender, his straining clothes now almost loose at the hips for his pants and his shirt draping over his torso without huge basketballs of flesh to stretch over.

“About time you two stopped. Because the ponies with the vines on the back of their necks are watching us.” Amy said pointing to said ponies.

“And? Bibbity Bobbity Boo.” Ava emitted a giant wave of gentle green magic, and the plant-controlled ponies simply went back to shambling about. “Wave of Calm, it’s a wonderful little trick for getting animals and small children to relax.” Ava explained as she moved away from Asphyxious, clearly upset.

“As cool as that was, sorry for… Whatever the hell that was.” Asphyxious apologized.

“That was you trying to Dominate me again Asphy. I swear. The longer we’re together the more your Instinct tries to make me your bitch.” Ava growled as she leered at the dragon disdainfully. “And what’s worse, is each time it’s harder to fight back, each time I get to thinking; being his Queen would be amazing….” Ava whispered the last part, shuddering as a glimmer of blue overcame her eyes, and she hissed as she shook it out of her head.

“Sorry.” He said again looking at the floor. “I’d never do anything to change or control you. I like you the way you are.”

“That’s what’s bad about it Asphy. It’s making me want it! I am having fantasies of being your queen, ruling your world and giving birth to an endless number of children. You and I synergize too much, and it’s like trying to get two meshing gears to not fit by resisting.” Ava explained angrily. “This is why I’m trying to put some distance between us, it almost feels inevitable I’ll give in, I’ll stop being the Alpha, and become your Beta against my own will simply because it fits….”

Asphyxious had a think about that before saying. “I’ll never be the Alpha Ava, I’m too weak. maybe we could put something on me to hold back all that instinct.”

“Maybe you can ask Twi once we find her and this Plantgirl.” Rainbow suggested while she was still blushing from what Ava and Asphyxious just did.

“True, my Twilight has used some… Spells, in the bedroom…” Asphyxious replied awkwardly.

Suddenly, a portal opened and Revan stepped out. “You all left me at Canterlot…” She snarled.

“Really? Well when we arrived being flown by the Rainbow-clones you were with us, then you just disappeared on us.” Ava mused, her perfect Recall clearly seeing Revan had come with them, then she just seemed to vanish.

“That was my clones. I am the real Dash that Bunnie had de-bimboed from Manehattan remember.” Rainbow said annoyed.

“De-bimboed? That’s stupid beyond me. It’s stupid beyond a doubt. The word and the meaning behind it it dumb as shit.” Revan glowered.

“Can we focus on the city covered in plants?” Asphyxious asked as he dressed in a new set of clothes, making a mental note to get new clothes for his female form. “So where do we find this Displaced plant girl and Twilight?”

“A Displaced did this? Amateur work.” Revan muttered.

“Maybe because this Displaced is still new to this world.” Bunnie said to Reven.

“Still. Looks like what Applejack did to Manehattan.” Revan stated.

“You saw that and didn’t help us?” Asphyxious asked feeling hurt that Revan didn’t help them.

“By the time I arrived, you had just left. Also, you did a terrible job at taking her out.” Revan said with an eye roll.

“We didn’t know it was a clone.” Asphyxious explained puffing up his cheeks as he stared at Revan. “Besides if you didn’t run off on your own at Canterlot-” Asphyxious words died in his throat when Revan gave him a glare. “- then… Well, I’ll just… be shutting up now.”

“Uh..Is it me or can anyone else see a big tree on top of a tall building?” Amy asked pointing to a big ass oak tree on top of said building from far away. It oddly had a shape to the trunk like a mare’s plot toward the base, at least from the direction they were looking at it. Nature could be silly sometimes.

“I guess we’re going up there?” Asphyxious asked looking back to the warjack. “There no way for him to get up there.”

“First of all I must inform you all that without a Deal I’m unable to negatively affect plantlife with my normal magic. Kinda goes hand-in-hand with my Fertility Aspect.” Ava warned, waving her fingers and a vine next to her shot up in size until she could pet it like she was Poison Ivy.

“At least they’re friendly.” Asphyxious replied looking at the vine Ava was petting.

“It’s more along the lines of arborkinesis to be fair.” Ava shrugged, before smirking and licking the tip of the vine teasingly, getting Asphyxious to shiver and look away.

“Fine…” Revan started cutting through the plants with her lightsaber without problem. Asphyxious looked at his echo before sending a message.

The vine controlled Ponies all look at Reven all of them looking pissed. Asphyxious looked back at Revan, as if to ask why she did that.

“YOU DARE HURT MY CHILDREN!!” All of the ponies shouted at the same time as they close in on the sith.

“I think the Displaced is now mad at you Revan.” Bunnie said flatly.

“I’ll cut her in half too.” Revan growled.

“I’m starting to think my master needs another visit to my personal massage parlor.” Ava sighed in a long-suffering manner.

“Can’t we meet someone without it turning into a fight?” Asphyxious asked as the Inflictor moved to his side and readied it’s shield claw.

“Why doesn’t Reven just say sorry for harming the plants? Maybe the Displaced can still be reasoned with.” Rainbow suggested.

“Never.” Revan snapped.

“Okay, none of this bullshit. Master apologizes for nothing, and I’m short of patience.” Ava strode forward, and all the plants immediately began to be pacified, while also growing larger and healthier. “Entities of life, point us to thine matron so that we shall arrange terms of surrender on her part.” Ava stated imperiously, and the plants practically moved to fulfill her order with energy and what seemed to be eagerness. “My, my. Such manners.” Ava smiled as she rubbed a vine affectionately as she followed the path they formed.

Asphyxious let out a growl, looking at the vine jealously before following Ava.

“Are you getting jealous over a plant Sugar Lich?” Bunnie asked while trying to hold back a giggle.

“S-shut up.” Asphyxious replied getting embarrassed, being found out so easily. Revan glared at the back of Asphyxious’ head.

“So I am guess those plants are going to lead us to the top of that tree where this Displaced might live.” Amy said keeping an eye on the ponies who all simply moved out of the way.

It was an entirely logical assumption to make, since the vines even moved to make stairs up to and around the tree, Ava cooing praises and other baby-talk at them along the way, clearly she was well-versed in this form of magic.

The warjack followed Asphyxious but once they reach the building it waited outside. As it was to big to fit in the doorway. So Asphyxious left it there to guard the way in as everyone continued. “We must congratulate these seedling’s mother. They art quite well-behaved and healthy.” Ava praised as they continued travelling up the tree until they had eventually reached the top, where a greenhouse of all things was situated. “Odd, this building is out of place. What good is a greenhouse under the great boughs of a tree where little sunlight can reach?”

“I like it myself.” Asphyxious added, looking up at the tree all around them in awe. “It feels like home to me.”

“It does for me.” Said voice from on one of the tree’s branches up high. “Now can the one that harmed my children please step forward? So I can punish her for it.” The voice asked like if she was a school teacher asking a student.

“Poison Ivy, tis it not?” Ava asked curiously.

“Tis not.” Revan muttered. “Poison Ivy has red hair, this bitch has black.”

“Revan, please do not piss off the plant controlling Displaced.” Asphyxious asked before letting out a sigh.

“I think I’m a bit too late.” Revan grunted, before she yawned. “My apprentice seems to have this anyways.”

“Can you please just step forward so I can get your punishment over and done with?” The Plantgirl asked waiting.

Asphyxious decided to step forward, the last thing he needs was for Revan to try and kill this Displaced. Over a misunderstanding. Only for some vines to push him back, and Ava to yawn as she stepped forward instead. “Displaced that might or might not be of Poison Ivy’s progeny, come down and speak with us civilly or we shall bring thee down with gentle force.”

“The name is Sam Manson. You know from Danny Phantom.” Sam said back to Ava.

“Indeed, one of mine friend’s most beloved television shows before it was abruptly canceled. Tis not mine area of knowledge however. Now be a dear and come down.” Ava gently demanded like a mother, a series of vines next to Sam forming a spiral staircase for her.

“Very well then. I was going to come down and punish that girl by slapping her ass anyway.” Sam said as she walk down the stairs.

“Do not bother, mine Master is untouchable by us all save perhaps ourself and our Beta.” Ava informed with a nod towards Asphyxious, he seemed to be happy about that last part.

“Whatever. So what brings you lot to Plantlington?” Sam asked the group.

“No. Just no. That name is even worse than the original.” Ava stated factually as she strode up to the lean young woman.

“Agreed.” Revan facepalmed.

“First and foremost, we demand thee change the name to Farmville!” Ava demanded, getting Revan to double-facepalm.

“Oh! I know that movie.” Asphyxious yelled and smiled.

“Isn’t that a game?” Revan asked, confused.

“What no it was a movie.” Asphyxious replied looking back at Revan in confusion. “Or was it both?”

“Farmville sounds like a shop to me. Plantville sounds better.” Sam admitted.

“It is decided! This city shall now be known as Plantville!” Ava declared, and the controlled ponies all below began cheering in praise of their new town name.

“Why were we here again?” Revan then asked.

“To save poor Sam, Plantville, and this Twilight mare We keep hearing about?” Ava asked Rarity, who had been content to gawk at the ridiculousness from the sidelines until Ava had pulled her in just now.

“Twilight Sparkle? She is in that greenhouse reading a book.” Sam said pointing to the greenhouse.

“Well ding dong, the bitch is gone. So she doesn’t have to fear leaving.” Revan stated dully.

“Indeed, we hath removed the swine Rouge from power, she and her other wretched allies have fled this dimension, and Luna and Cadence now rule, at least until Celestia is comfortable ruling again at the main throne.” Ava informed Sam, looking her over. “Hm, thou art quite thin. Hast thou been eating thine protein? Getting enough beans in thine diet?” Ava asked in concern.

“Yes I have been eating well. This is how Sam from that Urban Jungle episode looked like.” Sam said with a small blush. “By the way. Have any you seen Ember on your way here? I haven’t seen her since I was comforting Twilight.” She added a bit worried for her friend.

“Ember… the rocker ghost?” Ava asked searchingly, getting a nod from Sam. “Apologies, but We have never watched Danny Phantom, that was Anthon, or, rather, Bronze’s thing. So We fear We have no clue as to this Ember’s appearance.”

“She has blue or green flames for hair. Hard to miss…” Revan said. “What? My brother used to watch it.” Revan defended at several others looking at her oddly.

“Then certainly not. Now, let us discuss this further inside. We must hammer out an agreement to free the citizens from control, yet still allow thee to govern. Clearly thine has a brilliant plan to turn this place into an arboreal paradise and mayhaps the greatest farm on the planet.” Ava ushered Sam towards the greenhouse with a gentle hand on her shoulder. “Thine art doing well, but we have tips for thou.”

“Uh..I don’t know how to free them since I took control of them and the city out of rage from seeing a builder cut down a tree.” Sam said sounding embarrassed.

“Tsk, tsk. Young one, thou art in great need of understanding thine power. Let this Goddess of Fertility educate thee on the intricacies of thine art.” Ava insisted, getting Sam to blush so hard her whole body turned red.

“W-what?!” Sam asked in shock before the greenhouse door shut behind them, leaving the rest of the group looking on awkwardly.

“...Uh...anyone wanna play clubhouse?” Asphyxious asked in regards to the giant tree they were in and all the viable places to pretend you live in a treehouse for real.

“No.” Revan grumbled and went to go meditate.

“I still got my deck of cards, we could play poker with it.” Bunnie suggested.

“Sure.” Asphyxious replied before sitting down. “Ante up clothes.” Asphyxious stated casually. “Poker is the most fun when you bet your clothes and embarrass the losers.”

“Sure. We can bet clo-wait what?!” Rainbow asked blushing at the idea.

“At least a possible chance to lose my clothes with a guy… Who I’ve heard is a pervert. With only a woman playing with him and I.” Lightning laughed. “No chance!”

“Ok I am in. Deal the cards.” Rainbow said glaring at Lightning Dust.

“Why is everyone I know a pervert?” Amy bemoaned with a sigh.

“Look who’s talking Sonic fan girl.” Asphyxious replied smiling.

“Yes, sit while we get thee tea.” Ava insisted to the still blushing and embarrassed Sam as they got into the greenhouse, which had been altered into a living space with the humidity somehow reduced to nothing and books lining one of the walls, a small kitchen area on the other side and a purple unicorn mare who looked six months pregnant. She was wearing baggy clothes, and was sitting in a recliner in the back corner next to the library of books, said mare had been reading a book when they came in.

“What is it?” She asked, not looking from her book.

“We have a guest.” Sam said while she was still blushing.

Twilight looked up from her book. She looked sickly, almost malnourished looking.

“I thought I told you to eat something.” Sam said concern for Twilight’s health.

“Oh poor dear. We shall prepare thee a meal.” Ava crooned as she agilely passed Twilight, ruffling her hair and moving to the kitchenette. “Crescent, We require an extra pair of hands.”

“Certainly.” Came a male voice that sounded like Hellsing’s Alucard before a similarly robed male version of the mutant alicorn mare seemed to simply walk out of her body, and they both went to work in the kitchenette. “So what’s the plan?”

“Minestrone.” Ava stated simply, a pile of beans dumping from her left sleeve into a large bowl.

“Doesn’t that take hours?” Crescent asked as he did something similar, only instead summoning various vegetables.

“Not with magic~!” Ava sing-songed, her green aura enveloping most of the area and moving things about lightning-fast.

“I have been eating… But this pregnancy’s taking a lot out of me. The baby’s eating up every bit of nutrients I have and is growing at an alarming rate… If anything, I’ve been overeating.” Twilight stated.

“No such thing dear! Take from us; Ava: Goddess of Fertility, that there is No such thing as overeating when thine art with child.” Ava declared as the bean and vegetable soup rapidly took form, and began being cooked with magic instead of the stove.

“I’ve eaten three hundred pounds of food today alone for breakfast… And I still feel weak…”

“Then thou art not eating correctly. Have thou considered taking root and feeding off the sun, rain, and earth?” Ava asked, slightly surprising Sam and Twilight at her disturbingly impressive knowledge of the pregnant mare’s condition.

“I’ve been doing that too… The baby’s just absorbing everything it can… The spell Rouge used on herself to make me… Pregnant… Wasn’t meant to impregnate me… But Rouge’s chaotic magic and desire to altered the spell…” Twilight yawned. “In a day, I was flat chested. The next, I looked a month pregnant. And so on…”

“Hm, then indeed thou art playing host to a true parasite than a proper foal. Wouldst thou wish for us to transfer thine progeny to another host? Preferably one not truly alive that can sustain it until it births?”

“I’ll be fine… Tired, but fine…” Twilight rubbed her eyes. “Who are you?”

“Hm...very well, let us reintroduce ourselves. “We art Avarice the Merchant. More recently Ava the Goddess of Fertility. We art one who can save thee, if thou allows us.” Ava stated as the delicious soup began to fill the greenhouse with utterly delicious flavors, the beef-stock that Crescent provided was blending with the beans and vegetables perfectly.

“Save me? From what?” Twilight asked.

“From thine suffering, thine exile here, thine loneliness, so many things. We have already restored thine teacher and her family to the throne, rescued so many mares, and now, it is thine turn.” Ava said factually.

“Uh.. I saved Twilight from being a sex slave to Rouge.” Sam said.

“And we took it a step further, that wretch is now exiled to another dimension in her flight from justice.” Ava then looked lovingly at Twilight as if she were her mother or grandmother. “We would go even further to aid thou.”

“H-how?”

“Simply tell Us. Wilt thou let us help thou?” Ava asked beseechingly, almost desperate in her desire to help.

“Only if you tell me how…” Twilight narrowed her eyes.

“Either We create a cocoon that will support the foal for thou, or we flood thine body with enough mass and direct nutrients that this odd pregnancy is quickly done and over with, considering it’s unusual dependence on constant intake.”

“The… Latter…” Twilight said, before falling asleep. Ava then looked to Sam.

“We ask that thou be here, to help ensure she remains safe, and to aid in the labor.” Ava stated beyond seriously as Crescent finished cooking the minestrone. “Crescent, get some warm water ready.”

“I have been taking care of her like if she was my child.” Sam said smiling warmly at the sleeping Twilight.

“Then thou should be ready to hold her hand when the contractions hit. Crescent, silence the structure, we do not need the others getting in the way when she starts screaming.” Ava warned as she put a hand to Twilight’s belly, and her eyes began shining so bright with her green magic they could not be seen, and Twilight groaned in her sleep as her malnourished body rapidly began to fill back out as if she were healthy, then, her belly began to grow. “Greedy foal...taking too much from thine mother.”

Ava grunted as her body began to shrink, her bust and other fats rapidly leaving her and fluctuating as she fed her stores of biomass directly into Twilight which also tried to feed back into herself. Twilight’s belly was rapidly approaching the size of being full term, and the bookish mare’s body was also rapidly adjusting, her formerly flat chest filling out to what she used to have, then some, same with her hips which she would need for the labor.

Ava was panting, sweat practically dumping down her brow as she focused her powers in a way she had never done before, the chaotic maelstrom of energy and magic in Twilight’s womb was rapidly consuming everything she gave to the poor mare and converting it directly to energy to fuel its growth. Finally however, it seemed to slow down and Ava decided to go a bit further, increasing Twilight’s overall body size so the labor wouldn’t be as bad considering how big her foal had grown, and she sighed before taking her hand from Twilight’s gravid dome of a belly, and falling onto her flat rear.

“That...was...ridiculous….” Ava panted as her body slowly filled back out to her usual proportions. “That took a good amount of our built-up biomass reserves. Just...ridiculous….”

“What just, how much were you building?” Sam asked.

“Enough for us to be a titan over 50 feet tall, just for reference.” Ava informed, before Twilight gasped and groaned, giving a yelp of pain as her groin suddenly was doused with fluid. “Best get ready, she’s going into labor.”

“Right away.” Sam said before she called for some doctor and Nurses that she has under her control. And have them bring what’s needed for childbirth.

“Gah!” Twilight screamed, jolting awake. “Oh Celestia this hurts!”

“It will Twilight. Now take some calm breaths and push.” Sam said holding Twilight’s hand.

“You didn’t give me pain medication!?” Twilight screamed.

“Dulling the nerves often results in a mare dying in childbirth more often than simply going natural. We can simply shut off thine pain receptors, but then it will be harder to know when thou needs to push.” Ava warned as she ripped off Twilight’s pants, looking into her vagina and magically opening it like a speculum to look at her cervix.

“Aaahhh!” Twilight screamed.

“Or we can simply replace thine pain with pleasure, tis a simple method that is all natural and helps in a healthy birth.” Ava offered as she shined a light from her magic into her birth canal. “Thou art already dilated so much? Shocking, thou has possibly minutes to get the foal out.”

“Wh-what are you talking about!?” Twilight almost moaned.

Ava demonstrated by moving the speculum-like magic around, vibrating, stimulating, getting Twilight to gasp and moan not in pain, but pleasure. “Like that, it helps we understand. It will make things far less unpleasant and is faster than drugs.”

Twilight arched her back, “Oh buck, sh-she’s coming head-first!” Twilight thrust her pelvis on impulse, and Ava nodded.

“Doing good, that is how foals should come, We see her breaching the cervix with ease. Keep pushing.” Ava encouraged as she stimulated Twilight more, getting her to cry out as if in the throes of amazing sex.

Twilight pushed with all of her might, her hips going, thrusting her hips, moaning loudly. All the while Sam was just sporting a face as red as Big Mac. “Thou art doing well, she is entering thine vagina. Feeling any pain?” Ava asked as she practically pressed on Twilight’s cliterous, getting her to squeal.

“A b-bit~ Oh~” Twilight’s moans grew louder, squirming.

“Hm, perhaps if we-.” Ava then tweaked Twilight’s nipples in her magic, and the mare screamed in ecstasy, squirting milk from her huge breasts and feminine lube from her loins as she orgasmed. “Oh! That did the trick.” Ava affirmed. “She has moved further out, just one more major push and she’ll crown.”

Twilight pushed as hard as she could, still coming down from her orgasm. Finally, the baby came out, Ava gently eased the newborn foal out and into a tub of warm water Crescent had provided to wash her off. Quickly she was cleaned of her mother’s blood and other juices. She was covered in a purple coat like her mother, but had shock-white mane and tail, and bat wings, it seemed that Rouge’s bastard was actually more of a thestral, odd, usually it was the mother who had the dominant genes.

“Aww she is so cute.” Sam cooing at the baby.

Twilight panted, her face red and covered in sweat. “Congratulations, a beautiful little filly. She has thine eyes.” Ava cooed as she held the cleaned and wrapped foal up to her mother, the foal’s eyes big and expressive as she looked at her mother for the first time. Without too much fanfare, Ava moved the newborn to her mother’s breast, and she quickly began to nurse, Twilight gasping softly in wonder as she cradled the newborn.

“Oh my gosh! Heh… She’s so… Beautiful…” Twilight cradled the baby gently.

Ava and Crescent then respectfully left, their job here was done for now. Besides, the new mother and probable godmother/aunt were likely to want some bonding time before the foal falls asleep.

“HOW ARE YOU WINNING!?!” Asphyxious yelled wearing nothing but his boxer shorts, which since he hadn’t swapped out since his shifting genders earlier, was stretched out so much he had to hold the waistband up.

“Just pure skills.” Amy said with a shit-eating grin, everyone’s clothes and armor sitting in a pile next to her.

“At least I am doing better than the dragon.” Rainbow said while she was still wearing a bra and panties,

“Same here.” Bunnie agreed since she still has her bra. And was eyeing Asphyxious who was setting next to her.

“Somehow playing this brings back memories of when I went to a bachelor party with Dox.” Asphyxious said looking at the cards in his hand. “No idea how the game turned out we were all drunk.”

“Drugged, actually.” Ava informed as she exited the greenhouse alone. “Remember? A stupid local spiked the drinks and I ended up boinking Dox while he was a she? Turned it into a bachelorette party.” Ava grinned wistfully. “I haven’t seen Dox since I was summoned through Time in my own world to fight against my enemies though, and that was...what, a month ago to me?”

“Oh ya, I had to help the green guy’s tentacles out of a vending machine.” Asphyxious replied. “I miss Dox, we should call him one day and have another party.”

“Oh right! Cthulhu got his face tentacles stuck. What was his name? I’m having trouble remembering, haven’t met him again since.” Ava pondered as she looked the mostly-naked group over.

“I think it was Kaven something, I have his token somewhere.” Asphyxious added.

“What kind of Party?” Bunnie asked.

“The kind of party you have before getting married.” Asphyxious said drawing his next card.

“Glad I didn’t join.” Lightning stated from her viewing point. She was blushing, and oddly paying close attention to Rainbow. It also looked like Asphyxious was focused on the game and nothing else.

“Was it worth it?” Rarity asked with distaste.

Asphyxious looked up from his cards and stared at the mare. “When did you get here and why? I thought you were staying in the last city with Coco?” He asked looking back to the cards.

“I’m here for my friend.” Rarity glared. “I care deeply for Twilight. And besides, there’s not much of a city left of Manehattan.”

“Hey pervert, you’re out of the game.” Lightning said, her face red. “No need to play. Well, the rules say that only the winner has clothes on by the end of the game, so you can’t really leave.”

“Which pervert?” Bunnie asked.

“The dude.” Lightning stated.

“Oh.” Bunnie said.

“I can beat her.” Asphyxious growled looking at the cards in his hand closer.

“No you can’t.” Amy said in a sing song voice. Asphyxious glared at her as he looked between Bunnie and Rainbow.

“You in or out.” Asphyxious asked.

“I am in.” Bunnie said.

“I am not going to lose again.” Rainbow said glaring at Amy. Asphyxious, Bunnie and Rainbow looked at Amy waiting for her reply.

“What soon to be naked people?” Amy asked confused.

“Okay cards down.” Asphyxious said showing his hand. Next was Bunnie then Rainbow Dash. “Oh come on!” He yelled, seeing he lost to Rainbow Dash. It also looked like Bunnie lost to her to. Rainbow smiled before Amy lay out her hand and Rainbow face fell.

“Read it and weep losers.” Amy said as she pull all the clothes to her.

“Fuck, well I lost.” Asphyxious said looking down at his shorts then back at Amy with a deadpan stare. “Don’t tell me.”

“Hand them over loser.” Amy said placing her hand out for her prize. Asphyxious sighed get up and removed his shorts before putting them in Amy hand. She blushed not expecting Asphyxious to do that as he sat back down. “I might need to clean those later. And maybe change it’s colour to blue.” She added.

“Just great I am naked again.” Rainbow moaned in annoyance of being naked.

“It not so bad.” Asphyxious added resting his chin on his hand.

“It’s still embarrassing since I was naked all the time when I was a airheaded bimbo.” Rainbow said blushing while trying to cover herself. Asphyxious pulled out some clothes from his echo and handed them to Rainbow. “Thanks.” She added as she put the new clothes on.

“What is with all the prudes in this multiverse? Nudity is nothing to be ashamed of.” Ava rolled her eyes. “Now that Twilight has given birth, I await the one known as Sam to instruct her on how to free her slaves, but since she is likely the newborn’s godmother or even aunt, she might be a while.”

“Who said anything about prudes. I’d get harassed by stallions if I took my clothes off.” Lightning stated.

“I get you’re not for the stallions, but my logic still stands. You have a hot bod, use it.” Ava insisted as she looked around at everyone.

“I do… But I’m not gonna let someone touch me while I’m not looking.” Lightning stated.

“I never said touch, just look, and besides, nothing’s stopping the truly daring from copping a feel through clothes.” Ava said factually, and suddenly teleported next to her, spanking her tight butt, getting Lightning to jolt slightly.

“But with clothes, they don’t get into my sweet spot.” Lightning countered. “I’m proud to be a virgin, and I’d rather not have someone steal it away because he got a good look at me…”

“What? That’s bullshit and you know it. You can knock most any normal stallion on their ass with a single punch. No normal colt is going to get into your honeypot without earning it.” Ava stated chidingly.

“I’m a rape victims child… I know a lot of guys on steroids… Not taking the chance…” Lightning stated.

“And what’s stopping you from pouncing this hot piece of flank?” Ava demanded while pointing at Rainbow, who blushed in surprise at being put on the spot. “She doesn’t have a dick, not like you’re going to get knocked up doing the tongue-twist. Unless, you have a curse or something I can’t sense that allows you to reproduce like an Asari?” Ava asked curiously.

“I never said I was a lesbian!” Lightning’s face went beet red.

“No, but you’re Bi.” Ava declared as if it was indeed simple fact.

“Buck you!” Lightning snarled. “And I’m not gonna have sex with the one that ruined me!”

“Gladly, but as you know; I actually do have a dick. And let me put this in a way that is simple: Hate Sex is easily one of the absolute best ways to reconcile differences.” Ava stated as if she were a professor.

“Mass effect?” Asphyxious asked looking at Ava, who nodded absently, then frowned and shook her head.

“No, Element Zero. What the hell is Mass Effect?” Ava asked idly.

“Ugh, she wouldn’t go for that. I heard she’s into Twilight.” Lightning said, standing up.

“True. But I can be into more than one mare.” Rainbow Dash said with a snicker.

“It a video game, the Asari are a race in it.” Asphyxious explained.

“So...you mean Element Zero then.” Ava bunched her eyebrows in confusion. “In my world, it was known as Element Zero.”

“It must be the same for the game I guess. ” Asphyxious replied thinking about that.

“I’m not having sex with that bitch! I’m not a slut, I don’t just have sex with anyone!” Lightning shouted angrily before storming off.

“Suit yourself. Twilight can have me all to herself.” Rainbow Dash said as she stuck her tongue out at Lightning.

“Aww. Is little Lightning being shy.” Bunnie cooed at the pegasus.

Lightning froze in her tracks. Then blood started to come out of her wrist and formed into a dagger in her hand. “Don’t… Call me… Shy…”

“Hm...can you form any shape with your blood?” Ava asked curiously, pantomiming a dick or a fake pussy with her hands.

“Yes- What are you doing!?” Lightning stared at Ava in shock.

“What?” Ava asked, since her hands had quite literally turned into an accurate representation of an equine phallus out of her right hand and a mare’s twat out of her left hand.

“What the hell are those!?” Lightning demanded in astonishment, whether disgust or interest was part of it was unknowable.

Ava blinked in confusion, holding the private parts out until they actually detached and she was holding them separate from her body. “What do you mean? These are the penis and pussy respectfully of a pony.” Ava explained as if it was odd that it was being questioned. “And before anyone asks for them, they are essentially a part of me. I can’t just cut off pieces and not feel them unless they die.”

“Why did you make those?” Asphyxious asked as he was getting himself dressed.

“To more physically demonstrate what I was asking of Lightning’s blood shaping, or hemokineses. Can you make sex toys or other non-lethal devices with it?” Ava reiterated at the mare, still holding the detached anatomically correct anatomy pieces, even as it seemed the penis throbbed and the pussy winked. “Whoa, there. Calm down.” Ava demanded of the two, even as the balls attached to the penis seemed to engorge and the pussy began to drool, making Ava blush.

“That I want to see.” Amy said.

“No.” Asphyxious said giving a scolding look at Amy.

“What? I do need something to get off when Sonic isn’t around.” Amy said with a pout.

“Then look for porn it’s everywhere.” Asphyxious replied glaring at Amy. “No matter the race, or civilization there will always be porn.”

“Why do you think the net was born?” Ava excitedly sang.

“Porn, Porn, Porn.” Asphyxious added joining in on the song.

“What are you lot talking about?” Rainbow asked confused.

“Imagine a box, that instantly provided the porn you wanted whenever you opened it. Basically.” Ava hashed out, then focused on Lightning again. “You still haven’t answered me, can your hemokinesis do things besides blades? Or are you just a Deadman?” Ava asked, starting to pant as the detached sexual equipment began to outright twitch. “Okay, that’s enough.” Ava growled as she absorbed the effigies and fanned herself. “Not used to that.”

“Hmmm, that not a bad clan name.” Asphyxious said to himself. “Deadman something, something.”

“Deadman Wonderland.” Ava deadpanned.

“No to easy.” Asphyxious replied rubbing his chin.

“It’s an Anime/Manga.” Ava clarified.

“It is?” Asphyxious asked surprised.

“DC Comics?” Bunnie asked.

“Japanese Manga-slash-Anime. Imagine a theme park, where the theme is prisoners and death-row inmates performing for their lives, and constant executions are entertainment, where Deadmen, people capable of hemokinesis fight in special cage matches for rich bidders to fund the prison-park.” Ava further explained, getting a lot of disgusted looks. “Exactly. Now again. Lightning. Dear. Can you do more than cut things?”

“I can bludgeon things.” Lightning altered the blood dagger into a small bat. “I can also hook onto things like Batmare and fly towards them.”

“In other words, you can absolutely use it for more domestic purposes, like masturbation, sex, or even hammers for carpentry and such.” Ava nodded in affirmation of her queries.

“Say, think you can get me a ship that can sail the underworld?” Asphyxious asked from out of nowhere.

“Possibly. But that would cost you your soul.” Ava said bluntly and completely honestly. “Charon isn’t fond of anything save gold and souls, and anyone else that can sail the Styx is not exactly high on his level of acceptance, damn monopolizing sycophant.”

“I was thinking of using it once I’m dead.” Asphyxious replied with a smile. “Could be nice. And I can poke fun at Toruk once I kill him.””

“Whatever floats your boat.” Ava joked, before turning towards the greenhouse, seeing Sam exit. “Ah, so how are the new mother and daughter?” Ava asked as the giddy young woman practically skipped despite her gothic appearance.

“They are doing fine. Twilight is still thinking on what to call her child.” Sam was a warm smile.

“You people are insufferable. I’m going to check on Twilight.” Rarity walked into the greenhouse where Twilight was in.

“I’ll come with you Rares.” Rainbow said following Rarity to the greenhouse.

“Now then, I feel it’s almost time I finally leave this jumbled world, but first, to help you free these ponies and teach you more about how plants should be treated. Not as children, but as free-spirited entities you can respect. Certainly babying them is fun and cheers them up, but you cannot deny that sometimes, a plant must die so that other entities can grow from it, both literally, and metaphorically.” Ava lectured as she took Sam gently by the shoulder and guided her to the edge of the tree. “Look, what do you see?” Ava asked in regards to the town.

“It’s covered in plant life.” Sam said.

“No. It is choking, overgrown. The plants are vying for every single space available, where it shouldn’t. They need to be relocated, or culled. It is not a cruel thing, it is nature, and this is not what nature intends.” Ava stated in reference to the vines practically destroying everything they grew on, in, or around. “They shouldn’t be in stone, in plaster or even the dead wood of the buildings, they are inherently discontent, can’t you feel it?”

“I think so.” Sam said not completely sure about the feeling.

“Now embrace that feeling, the plants are unhappy but unable to do anything about it. You have the power to give them the motion they cannot give themselves. Let it guide you to take them someplace where they can flourish properly.” Ava gently urged Sam, backing away slightly and gesturing out towards the town below.

“I-I will try.” Sam said as she ordered the plants to move elsewhere. Then little by little the plants start to come off the buildings and streets and headed to the parks and outside of the city. While some of the vines let go of the ponies they were controlling, but some of the ponies were still holding the vines to their necks like they don’t want to let go. “Sorry, but it seems some ponies won’t let the vines leave.”

“Then that is their choice, perhaps they and the vines are more symbiotic than parasitic. Perhaps you will even have plant-ponies, not the oddest thing I’ve ever seen.” Ava shrugged.

“That or some of them have a thing for being controlled.” Amy said.

“I will asked them if they want to become plant ponies.” Sam said smiling at the idea, Ava also grinning.

“Maybe you’ll end up bringing dryads to this world, that would be interesting.” Ava agreed.

“Now that out of the way, where are your other two friends?” Asphyxious asked watching the plants moving. “The water girl and what her face?”

“What water girl?” Sam asked confused.

“That’s your problem, I have been acting as the deus ex for all these problems, and I am frankly quite tired. I’m going home now to sleep, and do me-time things, like maybe a nice massage, or a soak.” Ava yawned, and waved everyone off as she leaned over the edge, falling off the tree and into her fiery blue portal with little warning or fanfare.

“Well, I think I’ve had enough for a few days, so if it okay with you Bunnie. I’d like to go home.” Asphyxious asked.

“Sure thing Sugar Lich. I think I will stay in this city for now and maybe visit Dashville once in awhile.” Bunnie said as Amy nods as to she is doing the same thing.

“Alright call me if you have any trouble.” Asphyxious said with a smile.

“Ok. And don’t forget to enroll Amy or any of the Dash clones to that School.” Bunnie said as Amy glare at her.

“I won’t.” He replied with a smile.

“There better be an Sonic in that school.” Amy growled. Asphyxious said nothing as he waited for Bunnie to send him home.

“I am sure Amy is going to have a great time at this school. Thank you for the help and our contact is complete.” Bunnie said as Asphyxious disappears back to his world along with his warjack.

“Heheheh… Aww, they think things are better…” Comet Tail chuckled as Suri Polomare stitched up his clothes. “Things are just getting started!”

The cloaked mare stepped out of the shadows. “Indeed, my apprentice… Things are only going to get worse for them…”

“Let’s finish what Rouge started.” Applejack said, appearing next to the cloaked mare.

Author's Note

What is Comet Tail and Applejack planning? What is Rouge, Peridot, Jasper and Trixie are going to do in exile? What name will Twilight give her filly?

Find out next time on Dragonball - I mean Team Rosegem in Equestria.

So once again the day is saved. Thanks to the Powerpuff Girls.

Asphyxious (Buttercup)

Ava (Blossom)

Bunnie (Bubbles)

Void ending

(Castle of Void Magic)
(Somewhere in the void)

Deep within the void. There is a small island and on that island is a castle made of dark purple crystal. This castle also doesn’t have any windows and doors to get in or out. Making it so that you have to teleport or open a portal in order to get in the castle.

Right now there are 5 people in the castle’s meeting room. 4 of them are sitting around a table while the last one is standing guard at the door of the room.

3 of the 4 people at the table are displacers. Vectrix, Jade the Cat and an anthro Twilight Sparkle. And the last one at the table is Commissioner Zwilight Zparkle of the Equestria sector of Zone Cops. Finally the one standing by the door is a displaced Zonic the Zone Cop. The reason they were all in that meeting room was to discuss what to do with a version of Equestria that Jade had sent displaces to with a bimbo gun.

“So are we all in agreement on what is going to happen to this version of Equestria?” Commissioner Zwlight asked the 3 displacers while checking her notes she had written down during the meeting.

“Yes. The displaced Ember, Plant Queen Sam and Bunnie Rabbot will be sent to 3 different Equestrias with their memories changed. And Bunnie gets to keep her very busty size.” Jade said feeling a bit sad about what was going to happen but she knew it had to be done.

“As for the rest of them. They will be sent back to the earth they came from and turn back into humans. Along with having no memories of being displaced and meeting Jade and Bunnie.” Vectrix said while playing a handheld game not bother about the whole thing.

“And as for this version of Equestria. It will be resetted. Everything the displaces had said and done will be deleted. It will be like they were never there.” Twilight said, sounding a bit tick off. Since she wanted Equestria destroyed and be done with it. But she knew a reset is better than nothing.

“Good. And as for all of those Bimbo Dash clones. They will be sent to a version of Equestria where everyone is a horny bimbo. While Twilight gets to keep 2 of them as maids for her castle.” Commissioner Zwilight said knowing her officers are busy rounding up all those clones right now.

“And finally. All copies of their tokens will safely be destroyed.” Jade said knowing this is going to piss off some Bunnie’s friends from other Equestrias. But again it has to be done. This version of Equestria has become a complete mess and it needs to be cleaned up.

“Excellent. Now if you three can sign the agreement forms. So I can send it to Head Commissioners Zelestia and Zuna so they can sign it.” Zwilight said as she put the agreement forms in front of three Displacers for them to sign. After they have signed the forms they then hand it back to Zwilight. “Thank you. I will let you three know when you can start resetting that Equestria.” Zwilight added as Zonic opens a ring portal which he and Zwilight entered after a wave of goodbye.

After the two have left the three displacers turn to look at each other. “Well, take care of that.” Jade said with a sigh. Not looking forward to what they have to do.

“While we wait for Commissioner Zwilight to come back. Let’s discuss which character we should displace next.” Twilight said as she turned on the screen that’s in the middle of the table. And on that screen are pictures of all kinds of characters. “I think the perfect one that we should displace next is Rivet from the latest Ratchet and Clank game.” She added while putting an image of Rivet on the screen.

“I don’t know. I was kind of thinking we could displace Loona from Helluva Boss next.” Jade said while putting an image of Loona next to Rivet on the screen. All the while Twilight was looking at Jade with a deadpan look on her face.

“Both of them are good ideas. But I think we should go for Lola Bunny from the first Space Jam movie.” Vectrix said as he put an image of Lola Bunny next to the other pictures on screen.

After 10 minutes of discussing which of three characters to displace next when Twilight gets an idea. “Here is an idea. What if the human we will be displacing will uncontrollably change into all three characters?” Twilight asked Vectrix and Jade which the two gave a confused look to her. “Hear me out. Say at one moment this displace is Rivet. But then the next moment she turns into Loona and then into Lola and to Rivet.” Twilight explained which of the other two gets where she is going with this.

“That’s genius. The amount of chaos that would bring. Will be fun to watch.” Vectrix said while thinking about how a version of the mane six would deal with this kind of displace.

“Excellent idea and all. But how do we go about this at the next comic-con?” Jade asks just as Twilight gets a massage from Commissioner Zwilight. Saying that the forms are all signed up so the reset can go ahead.

“We will work on the details later. Right now it’s time for us to go clean up this mess.” Twilight said as she and the other two displacers got up from their chairs and left the room. Head toward the castle’s portal.

The end?

Author's Note

Yeah. This story had become a complete mess. So I will have three of this story's displaces being put into three possible future stories.

Plus another one with the uncontrollable transforming displace.

If anyone who is a better writer than me wants to try writing any of these 4 possible stories. Just let me know. The window is open.

Anyways. Thanks to Bronyparasite for co-writing with me and everyone else who help me write this mess of a story.

And thanks to those who was reading it.

Chapter 1

“Becky! Where’s my gem!?” Jenny yelled in slight panic, tossing her clothes out of her drawer.

“It’s right where you last put it!” Becky yelled from the other bedroom. “Also. Have you seen where my bat wings are at?!” She added in a slight panic as well while a sound of a trash can being knock over being heard.

“It’s in the shower! Remember!?” Jenny replied, finally finding her green gem and attaching it to her goggles. “I’m finally ready! Are you Beck!?”

“I am now.” Becky replied as she entered Jenny’s room with the bat wings attached to the back of her costume that was showing some cleavage. “Let’s get going. Our friends are waiting outside and I got the car keys.” She added as she walked downstairs to the front door.

“Why are you showing so much of your chest? Mom won’t like this…” Jenny said, looking worried as she followed her sister.

“Oh she just jealous that my chest is bigger than her’s.” Becky said as she makes her breasts bounce up and down. “Plus I can use them to get vendors to lower their costs on things for me.” She added as she opened the front door to reveal their two friends Olive and Lana who are dressed as Lapis Lazuli and Jasper.

“I fail to see the purpose of revealing your chest will aid us in price fluctuations. Besides, mother told me it wasn’t proper you ‘flash your stuff’ to just anyone.” Jenny added, walking outside and waved to the other girls.

“Whatever, let’s just get into the car.” Becky said with an eyeroll as she in the driver seat. “So how have you two been?” She asked Olive and Lana as they got in the car.

“We’ve been great!” Lana said. She was in the passenger seat. “You guys?”

“Things could be better.” Jenny said monotonously.

“Same but it all works out in the end.” Becky said grinning as she drives the car. “This con is going to be awesome.” She added.

“Yeah, how much money do we have?” Olive asked, picking up her purse. “I think I have three hundred.”

“I got about five hundred on me right now.” Becky said, still driving.

“I’ve got six hundred.” Lana said, smirking. “How about you Jen?”

Jenny sunk in her seat a bit. “I- uh… I have twenty…”

“Twenty hundred?” Olive asked.

“No… Just twenty…” Jenny grumbled, embarrassed.

“Don’t worry sis. I will help you with the prices.” Becky said as her breasts bounced after she made a turn to enter the car pack.

“You’re such a slut.” Lana teased as she got out and stretched. Jenny raised an eyebrow at that.

“What is ‘slut’?”

“I will tell you when you are older.” Becky said ignoring Lana’s comment as she parked the car.

They all got out. “So, where do we go first?” Olive asked.

“Hmm. You three can check the vendors while I get us some drinks.” Becky suggested as she noticed some of the male cosplayers were staring at her bust.

Jenny looked between her sister and the boys, but was dragged away by Lana. Olive smirked, “Have fun Becky, we’ll watch Jenny.”

“Oh I will and I’ll have men kneeling before this day has ended.” Becky said with a smirk of her own as she walk off to the food count.

*30 minutes later*

“Finally. That line took forever.” Becky grumbled as she exit the food count.

“Tell me about.” Said a voice which made Becky turn around to see it was someone that was dress up as Amy Rose from Sonic the Hedgehog. “Nice Rouge the Bat costume by the way.” She added with a smirk.

“Thank you. Your costume is nice too.” Becky said with a smile as she offer a hand. “I’m Becky Diamond by the way.” She added as the Amy cosplayer returns the handshake.

“Amy Petal.” Amy simply as she and Becky noticed a Bunnie Rabbot cosplayer that was walking up to them.

“Howdy Amy. I see you made a new friend.” Said the Bunny cosplayer as she looked at Becky. “And she’s a bat bimbo too.” She added which made Becky’s left eye to twitch.

“Who are you calling a bimbo you rabbit whore?!” Becky growled as the Bunny cosplayer smirked at her.

“Easy there Becky. Jessie was just joking with you.” Amy said as Becky calm down.

“Name is Jessie West. What’s your name?” Jessie asked as she offers a handshake which Becky return it.

“Becky Diamond.” Becky said simply.

“Beside. The only one that looks more of a bimbo than you is that cat gal vendor over there.” Jessie said as she points to the vendor who was wearing a silver furred catgirl suit while also wearing yellow with a dark blue edge clothes that is showing more cleavage than Becky and leaving her belly exposed.

“Yeah your right. Hey. Do you think we could get her to lower the cost on the stuff she’s selling?” Becky asked with a evil grin as she walk to the vendor.

“Sure why not. It looks like she has Amy Rose’s hammer is for sale.” Amy said as her and Jessie follow Becky to the vendor who was smiling at them with those blood red eyes.

“Why hello there. What can I do you for such fine ladies such as yourselves?” The Vendor asked while the three cosplayers look at what she got for sale. While they haven’t notice the Vendor’s cat tail was moving around like if it was apart of her.

“Hmm. I will go with the Piko Piko Hammer.” Amy said pointing to the big red and yellow hammer.

“Hmm. I think I will go with that case of Chaos Emeralds. After all a girl like Rouge love her gems.” Becky said as she points to a gold colour case that is showing all seven Chaos Emeralds in it.

“Excellent choices. And for you Miss Rabbot?” Vendor asked Jessie as she was still looking.

“Hmm. I will go with that cute plushie of Pikachu.” Jessie said as she point to a Pikachu plushie.

“Okay. That will be $500 for them all together.” The Vendor said as she place the items in a bag.

“$500? Are you sure that price is a bit too high?” Becky asked the Vendor while making her breasts bounce which made the Vendor to look up and think for a bit before looking back at them.

“Well. I could half the price. But only you take two more items.” The Vendors said as she went under the table to look for the items in question. When she came back up she holding what look like a thunderstone and a pink laser gun with a dark pink love heart on it.

“What kind of gun is this?” Becky asked looking at the gun.

“This is a bimbo gun. It can ‘kill’ any man like a normal gun would. But if you shoot it at a woman it will turn them into a bimbo for a short time.” The Vendor said which Becky had a evil smirk at.

“Well I could use this to prank people with. It would be funny to see the look on people’s faces when they are fooled into thinking this gun is real.” Becky said as she paid the Vendor $250 and put the thunderstone and bimbo gun in the bag as well.

“Great! Have a nice trip.” The Vendor said with a smile as the three cosplayers started to walk away but not before they all tripped and fell into a portal that just appeared, and everything for them went black.

[Present Day Equestria: Everfree Forest, Castle Of The Twin Sisters]

“Argh! Wha-What happened?” Becky asked as she sat up from where she was laying in the throne room. “And why do I feel weird?” She added as she noticed a shield was nearby and pick it up to use as a mirror. What she saw looking back at her wasn’t her human face, but the face of Rouge the Bat, which she screamed at after a minute of staring.

“Argh! Keep it down Rouge. I am having a lovely dream of marrying Sonic!” Said a voice that made Becky stop screaming and turn around to see Amy Rose sitting on the ground glaring at her while she notice Bunnie Rabbot was staring at her left arm and legs in shocked.

“Amy, Jessie? Is that you?” Becky asked worriedly as Amy and Jessie both look at her wided eyed.

“Be-Becky? Th-That’s you?! Amy asked as she stood up, follow by Jessie. “What the hell happened to you?!” She asked as she panicked a little.

“Same thing that happen to all of us sugar.” Jessie said while trying to remain calm while Becky gave Amy the shield only for Amy to drop it after a minute of staring.

“N-N-No. This can’t be happening! Do you know what this means?!” Amy asked in a panic.

“That we have been kidnapped and turned into characters from an anthro animal franchise?” Becky replied as she panicked too.
“No. It means that we have been displaced in Equestria and most importantly I have lost my bet with Jessie.” Amy said while she was still panicking while Becky just look at her with a ‘really?’ look on her face.

“Oh yeah. Thanks for reminding me Amy.” Jessie said with a smirk and placing her hand out to Amy. “Pay up Miss Rose.” She added as Amy gave her the money with annoyed sigh.

“Wait you two had a bet that this would happen to us?” Becky asked, before face-palming herself. “Wait. Displaced in Equestria like in the fanfics that I read from time to time?” Becky asked the two.

“Yeah we heard that some people went missing at a con in England just like in the fanfics. So I had a bet with Amy that it will happen to us at this con. Plus Amy is a sucker when it comes to bets.” Jessie said as she giggled a bit.

“I am not a sucker!” Amy growled at Jessie while Becky just realizes something.

“Wait, my sister and my other friends are still back at the con! And I don’t know what Jenny will do when she can’t find me!” Becky said as tears come out of her eyes.

“I’m so sorry for you sugar.” Jessie gave Becky a hug to help calm her down. “Maybe you will see her again someday like when Zinna finally found her brother in that fanfic.” She added as Becky calm down.

“Really?” Becky asked sounding hopeful.

“You bet that you will see her again.” Amy said right before all three of them heard something moving in the bag they had gotten from the Vendor. “Huh?” She asked as something yellow popped it’s head out of the bag.

“Pika?” The yellow creature said as the rest itself came out the bag. While Jessie quickly picked him up and hugged him with a fangirl smile on her face.

“Oh my gosh! It’s a real live Pikachu and he’s so cute!” Jessie gushed right before Pikachu zapped her while looking annoyed.

“Hehe. I saw that one coming.” Becky said while Amy was laughing her ass off.

“Oh Ha ha. I forgot how to laugh.” Jessie said annoyed as she put the pokemon down.

Becky was still giggling until saw hears a voice that coming one of the thrones.

“You hear something?” Amy asked Becky who was looking the thrones.

“I heard someone calling out to me.” Becky said as she walked up to the throne that had a sun banner on top of it and found a weird looking bubble that had three gems in them. “Hey there are some cool looking gems back here.” She added as she pick up the bubble.

“Gems?” Jessie asked as she took a closer look. “They look kind of like the gems the homeworld gems had.” She added as Becky looked back at the gems wided eyed.

“Co-Could it be?” Becky asked herself as she tried to break the bubble open. “Can I have some help with this?” She asked as Amy picked up her hammer.

“Sure just hold it still.” Amy said as she smashed the bubble open.

“Jenny can you hear me?” Becky asked the green gem that she was holding.

The gem started glowing, and a white body began to form. Rouge backed up. The body of light finished forming, and Peridot took it’s place, with the limb enhancers still on.

“Is that you Jenny?” Becky asked Peridot with a hopeful smile as she got closer while Amy and Jessie look surprised.

“Well that was quick.” Amy said simply.

“Who wants to know?” Peridot grumbled, rubbing her head. “Haven’t been called Jenny for years… Whoa!” The green Gem yelped at seeing Rouge and the others.

“It’s your sister.” Becky said as she grab Peridot in a tight hug and with tears of joy. “I thought I would never see again.” She added.

“Looks like I win this bet.” Amy said as Jessie rolled her eyes.

“You sure did sugar.” Jessie said.

“What… How… I haven’t see you for a thousand years!” Peridot said, looking confused.

“Me, Amy and Jessie had only woken up here a few minutes ago.” Becky said only to go wided eyed at what Peridot had said. “Ho-How long have you been here in Equestria?” She asked.

“Me and the girls found this creepy vendor dressed as Itward from Fran Bow, who sold us stuff, then we woke up here!” Peridot said, still processing.

“What stuff?” Becky asked as Pikachu climbed on to her shoulder.

“Uh… I got a few Robonoids, Jas- I mean Lana got the Centipeetle gem, and Olive got those Gem Shards.” Peridot said.

“Pika-Pikachu Pikachu?” Pikachu asked confused.

“I think Pikachu is asking why was you and the other two doing in that bubble?” Amy said which Pikachu nodded.

“I- uh…” Peridot tapped her head a few times. “I don’t seem to remember…”

“You can’t. Becky said sadly before she smile again. “Oh well. I am sure it will return to you in time.” Becky said as she broke the hug.

“So what do we do now since everyone is here?” Amy asked.

“Maybe we should pay a visit to the Golden Oaks in Ponyville and visit for some answers.” Jessie suggested.

“Yeah maybe one of those books can help Jenny to remember.” Becky said happy.

“Well then. What are waiting for then? Let’s get going.” Jessie said as she walk out of the throne room.

“Okay but once we get there we are going have to use our character’s names.” Amy said as she follow Jessie.

“Might as well since we are no longer humans. You coming Jenny?” Becky asked Peridot.

Peridot looked at Lana and Olive’s gems, before picking them up. “Sure… But what do we do afterwards? And who are you girls?”

“My name is Jessie West and she is Amy Petals.” Jessie said while pointing to Amy.

“Pikachu.” Pikachu said adding his two cents in.

“And that’s Pikachu.” Jessie said with a giggle.

“I’m Peridot, Becky’s sister. Let’s hurry up and get out of here.” Peridot stated, rubbing her gem in pain.

“Are you okay sis?” Becky asked in concern.

“It’s nothing, just a headache…” Peridot replied, picking up the gems. “Why don’t we get going?”

“Ok.” Becky said as she picked up the bag and walk out of the castle with the others.

Fluttershy was outside of her cottage feeding some of her animals. It was a little hot outside so she was wearing a tank top to keep herself cool.

“Here you go Angel. A nice juicy carrot.” Fluttershy said as she gave her pet bunny a carrot which he ate.

Just then she heard something coming out of the Everfree Forest. When she looked and saw four creatures. She didn’t know if she wanted to hug them because some looked like animals or go get Twilight. “Maybe I should go get Twilight.” She said to herself as she flew off to Ponyville before the four creatures get there.

“So we’re in an anthro Equestria.” Bunnie said as the group entered as they see some anthro ponies walking around doing their own thing.

“What is ‘Equestria’?” Peridot asked. “All I remember is the time spent here, not names or… Culture… Or events...”

“Equestria is world where the TV show My little Pony Friendship is Magic is based in and we are in an anthro version of the show.” Rouge said as they walk while getting stares from ponies they walk by.

“Plus I can’t see the Crystal Castle so we must somewhere before season 4 ending.” Amy Rose said as she notice some of ponies was looking at them with fear. “Scaredy cats.” She added.

“Perhaps it’s the fact that Equestria doesn’t have Gems or… Whatever you guys call yourselves… Mobians?” Peridot suggested logically.

“Might as well call us Mobians since we are no longer humans.” Bunnie said with a sigh.

“Pika.” Pikachu said while looking sad at the Rabbot.

“Yeah, I don’t think Mobians and Gems are common in this world…” Peridot stated. “Where is this… ‘Golden Orks’?”

“Pikachu-Pika.” Pikachu said while pointing to a big treehouse with the sign Golden Oaks Library on it.

“Thanks Pikachu.” Rouge thanked the pokemon while giving him an ear scratch.

“Well then. Let’s go me-” Amy cut herself as she stood still.

“Something wong sugar?” Bunnie asked Amy confused.

“I don’t know why. But I can sense something fast and blue is coming our way and it’s not Sonic.” Amy said as she move out of the way of a Rainbow burr. “And she’s a gay pride one.” She added made the Rainbow mane pegasus eye twitched.

“Hey I am not gay!” Rainbow Dash said in angry.

“Is your hair natural?” Peridot asked simpley.

“Yes it is!” Rainbow Dash said while glaring at them.

“Then you’re not gay.” Peridot stated. “Now please desist, I’m not in the mood to toy around with some horse/bird hybrid.”

“I am a pegasus you jerk!” Rainbow yelled as she tried to tackle Peridot but not before she got sent flying from a kick from Rouge.

“Don’t you dare harm my sister!” Rouge yelled back at Rainbow while looking pissed off.

“Well there goes the change at percefull first pony contact.” Bunnie said with a annoyed sigh as Pikachu nodded his head in agreement.

“The ‘Pegasus’ engaged first!” Peridot pointed out. “If the entire species is like this, we’d be better off as far away from them as possible.”

“We will get some books from the library before we go.” Amy said as she brought out her hammer just in case somepony else attack them.

“That’s why we came to this town for, anyways. So let’s go before that gay pride Pegasus comes back with her friends.” Rouge said as she walk to the library.

“Okay, let’s hurry up then!” Peridot said.

As the group entered the library they saw a little purple dragon who was reading a comic book and hadn’t notices them come in.

“What’cha reading?” Peridot questioned, looking over the dragons shoulder.

“The latest issue of the Power Ponies.” The little dragon said as he continue reading his comic for a minute before he realized he was talking to someone he didn’t know and turn to look at the group. Which made him jump out of his chair by surprise. “What the? Who the?!” He added as he was more focus on the gem on Peridot’s forehead. “Nice gem.” He said with a little bit of droop in his mouth.

“Thanks. Nice… Scales…” Peridot said awkwardly. “It’s a peridot. My gem I mean.”

“I know. I have eaten peridots before.” The Dragon said as he got closer to Peridot but before he got to it, he was blocked by Rouge who was aiming the bimbo gun at him.

“Touch my sister and you die.” Rouge said with a glare which made the little dragon to run upstairs in fear. “Now let’s grab some books and go.” She added as she had a look at what kinds of books this place has.

“It look Spike wanted to have a taste of your gem Peri.” Amy said as she pick up a book.

“It’s not just a gem, it’s me.” Peridot said. “I want to stay as far away from dragons as possible…”

“Well if any of those dragons come after you. I will smash them into next week.” Amy said with a smirk.

“Well I think we got enough books. Let’s get out of here.” Bunnie said as she place the last book in the bag.

“Wait, isn’t this stealing, and by the act of this, more attention

“Relax. We are just borrowing them and we will return them at night once we are done with them.” Rouge said as the group step outside the door.

“There they are!” Shouted an angry pegasus along with five more ponies standing next to her.

“Oh great it’s gay pride again and she brought friends” Bunnie said with a annoyed sigh.

“I told you I am not gay!” Shouted Rainbow as her eye twitch even more with rage.

“What the hay are they!?” Applejack looked horrified.

“We are mobians and a gem and pokemon.” Amy said simply.

“What…?” Applejack trailed off.

“What didn’t you clean your ears today?” Amy said annoyed.

“We don’t have time for this. Let’s get out of here.” Rouge said as she took to the air while holding Amy and Pikachu.

Peridot’s fingers spread apart, and started spinning. She picked up Bunnie and Amy with her left arm. “Finger Copter!”

“There they go.” Pinkie Pie said with a smile.

“That’s not good!” Twilight yelled, as a purple beam shot out of her horn aimed towards Peridot. The green gem used her foot to block the attack, although it was enough to off balance her.

“Are you alright sis?” Rouge asked Peridot in concern.

“I am, no thanks to those trigger happy whackos!” Peridot shouted, trying to keep balance with the two mobians in her grasp.

“Good. Because that bitch is going to a bimbo in a minute.” Rouge said as she aim her bimbo gun at Twilight and fire it.

Twilight tried to dodge, but failed miserably and got hit directly.

“What is bimbo- AAAAAHHHH!” Peridot’s eyes widened, before covering her face.

“Like, why is it so hard to think right now?” Said a now bimbo Twilight Sparkle who’s breasts are now bigger than Fluttershy’s. The rest of the mane six stare at with very red faces and wingboners in Rainbows and Fluttershy’s cases.

“Hey look Twily there a stallion over there!” Bunnie shouted as she pointed to where a big red stallion was standing.

“Like, he’s a totally hot.” Twilight said with a look of lust in eyes as she runs to where Big Mac was at.

“What… Did you call mah brother...?” Applejack asked, completely taken back.

“Uh, Twilight darling, what’s wrong?” Rarity asked her friend, slightly panicked. “What did those ruffians do to you?”

“Like they made me totally hot and stuff.” Twilight said as she chased Big mac while the displaced used this to make a quick getaway.

“I wish I could have unseen that…” Peridot whimpered and shuddered.

“Sorry that you had to see that. But nobody get away with shooting you while I am around.” Rouge said as she calmed Peridot down.

“Where are we gonna go?” Peridot asked, trying to change the subject.

“Well we could use that old castle in the everfree as a base?” Rouge suggested.

“Or we could use that cave a dragon from season 1 was going to sleep?” Bunnie said adding her own to two cent in as they flew.

“I think the old castle will do nicely. Since it got beds for us to sleep on.” Amy said.

“Pika.” Pikachu said agreeing with Amy on this one they head to the old castle.

Meanwhile back in Ponyville.

“Like let me have a suck of your cock hot stuff!” Said the bimbo Twilight as she was chasing Big Mac from the air.

“Nope nope nope nope so much nope!” Big Mac said as he was running from a horny Alicorn.

“Twi snap out of it!” Said a very worried Rainbow Dash who was chasing Twilight along with the other girls

“Yeah you aren’t acting like you're totally smart self.” Pinkie said just as worried. “For a few minutes a least.” She said to the readers.

“Wha-?” Applejack shook her head, before shouting. “Hey Dash! Tackle her!”

“You got it!” Rainbow said as she tackle Twilight and pin her to the ground.

“Hey! Like get off of me! That hot stallion is like totally getting away!” Twilight whined as she try to get free from the pegasus’s grip.

“Argh! AJ I need some help here!” Rainbow shouted as she was losing her grip.

The farmer pinned Twilight’s arms. “Somebody get me some rope!”

“Here you go.” Pinkie said as she gave Applejack some that she had in her mane.

“This is for your good Twilight.” Fluttershy said quietly as she hides behind mane to hide her brush as Applejack tied Twilight up.

“Oh! Like are we doing kindy bondege and stuff?” Twilight asked as she moaned which made Rainbow and Applejack blushed.

“Rarity! Get Spike to write a letter to the Princess!” Rainbow said as she try to move her wings. “Stupid wingboners.” She said to herself.

“Uh… Right away!” Rarity stuttered, face flushed as she ran into the library.

“What did that bat-thing do ta Twi!?” Applejack asked.

“She used a bimbo gun to Twilight into a bimbo for a short time.” Pinkie said with a smile.

“How’d you know that!?” Applejack asked, completely lost.

“Know what?” Pinkie asked confused.

“What she did!” Applejack shouted. “And no sexual stuff!”

“Oh. There was a label on the side of her gun.” Pinkie said like it was common knowledge

“Hey AJ. Would you like make the ropes tighter?” Twilight asked as she moaned.

“Oh my...” Fluttershy said as face got redded.

“Twi, be quiet or I’ll make you listen to Rarity for an hour… And she’ll be talking about dresses and manners!” Applejack threatened. “If she can make Twilight do this, who knows what she can do to all of Equestria!”

Then suddenly a bright flash happen and Twilight was back to normal. Well except for her clothes.

“What… What happened? And what am I wearing?” Twilight asked, looking down at herself.

“You got turned into a bimbo and AJ’s brother because you think he was hot and wanted to suck his rod.” Pinkie said as she brushed.

“What!?!?” Twilight screamed. Her face changed to red, and she started to get dizzy from the embarrassment. She also felt sick.

“Are you okay Twi?” Rainbow asked still worried for her friend as she untied Twilight.

“I’m… I’m not sure…” Twilight started hyperventilated. “I… I’ve never done anything like that before!”

“It’s ok. You weren’t yourself at the time.” Fluttershy said trying to calm Twilight down.

“B-but Big Mac must hate me after this!” Twilight said, tears appearing in the corners of her eyes. She stood up, before teleporting away.

“Twi wait! Argh! When I get my hands on that bat I will kick her frank into next month!” Rainbow growl in a rage.

While all this was happening they were being spied on by a yellow unicorn mare with a red and yellow mane and tail.

“Heheh… If those… Things can humiliate Twilight Sparkle that easily, then maybe it’s time I met some… Friends.” She said, before teleporting away.

Author's Note

En-Forcer: First chapter of this collbe story is done.

Bronyparasite: Credits! En-Forcer played Rouge, Bunnie Rabbot, Amy Rose, Rainbow Dash, Fluttershy, Pinkamena Diane Pie, and the Vendor… What’s her name… Jade The Cat. And I played Peridot, Lana/Jasper, Olive/Lapis Lazuli, Twilight Sparkle, Applejack, Rarity, and the bacon haired menace.

En-Forcer: Chapter 2 and more will happen in the future along with more bimbo transformations.

Bronyparasite: Also… Will Twilight be okay? And is she bisextual after that line with AJ?

En-Forcer: And is Rainbow Dash gay? Find out next time on Dragon Ba- I mean Team Rose Gem in Equestria!

Bronyparasite: See you next chapter!

Chapter 10

(Canterlot Castle)

Rouge and Peridot are at the Throne room again doing some more reviews on more nobles.

“I can’t believe how many of these nobles are such rotten apples and Celestia did jack shit about it.” Rouge said as she had another former noble arrested for beating a kid.

“I can kinda see why. Without half of the nobles we arrested Equestria loses valuable resources. Plus, a lot of these are just claims.” Peridot stated.

“Well it’s a good thing there are some nobles that are worthy of the title.” Rouge said with a sigh as Fancy Pants and his wife had walk up to their table.

“There doesn’t seem to be a trouble with you two…” Peridot stated.

“Of course, I’ve only wanted the best for Equestria.” Fancy said.

“Which is good. Since we can’t find any dark secret. So I say you and your wife had pretty much pass this review.” Rouge said with a smile.

“Thank you your highness.” Fancy and Fleur said in unison.

“Your welcome and by back here tonight for big party I having Pinkie Pie throwing all the ponies and Changelings to have fun. All but the ones who the review.” Rouge said as she shakes Fancy and Fleur’s hands. “You two may go now.” She added.

Once they were gone, Peridot groaned loudly. “That’s it for today…”

“And Fancy and Fleur are the last of the nobles to review anyway.” Rouge said as lay back on the chair with a happy sigh. “So now we can have built a lab for you and have Pinkie Pie begin preparing a huge party for tonight.” She added.

“I don’t feel like a lab…” Peridot groaned. “Not in the castle anyways. Maybe that abandoned place with that telescope.”

“Oh Twilight’s old place before she moved to Ponyville. That’s a perfect place for a lab.” Rouge said happily. “So the next thing we got today is toughing up the guards. Plus what should we do with the Wonderbolts? Should we make them join the Shadowbolts?” Rouge asked as she got up from the chair.

“They fled after Celestia went into a coma.” Peridot said.

“Oh. Well we should ask Carrot Top and Cheerilee to have some of their changelings along with some Shadowbolts to hunt them down and bring them back alive. We don’t want what’s left of Celestia’s followers start a rebelling now do we?” Rouge asked as she sits on her throne.

“Our Shadowbolts are two mares…” Peridot deadpanned.

“For now until they get more ponies or changelings to join.” Rouge said as she clapped her hands and Rarity comes in while wearing a very sexy maid outfit.

“Why… Did you make Rarity, a bimbo, into a maid… She might jump us.” Peridot said.

“No she won’t. Her body is in a bimbo state but her mind is smart enough to be a maid and make clothes. Isn’t that right Rarity?” Rouge said to Peridot while also asked Rarity in question.

“Yes your highness.” Rarity said begrudgingly.

“Good. Because I need you to make me, my sister some clothes for tonight’s party that I am having Pinkie throw for me.” Rouge said to Rarity happily. “Oh and make them sexy.” She added.

“Just make one for Rouge, I don’t need one.” Peridot said.

“Oh. Planning on going to the party naked like Rainbow and Pinkie?” Rouge asked Peridot cheekly.

“Sister, I can shapeshift. Meaning I can make a dress of my own.” To prove her point, her clothes altered to look like Rouge’s.

“Oh ok Sis.” Rouge said to Peridot before looking back at Rarity. “Just do me some clothes for tonight. And if you see Amy, Bunnie, Trixie and Lightning Dust ask them if they want clothes for tonight.” She ask Rarity sweetly.

“As you wish…” Rarity grumbled before walking off.

“Now that is out of the way. What do you want to do until we start day count?” Rouge asked Peridot.

“I don’t know… You?” Peridot asked, leaning against Rouge.

“Hmmm. We could go and prank someone.” Rouge suggested just as Fluttershy comes in while wearing the same sexy maid outfit as Rarity’s.

“Uh..Your highness. There is a miss Rose Quartz right outside wanting to speak to you.” Fluttershy said shyly as she do a sexy pose.

“Rose Quartz huh? Well I suppose you can let her in.” Rouge said to Fluttershy which she went and open the door while she shaking her huge ass sexy.

Peridot nearly yell out of her chair. Standing there in all of her glory was Rose Quartz, leader of the Crystal Gems before Steven arrived.

“Easy Sis. Just let me do the talking until you feel ready to talk.” Rouge said to Peridot in order to help calm her before looking at Rose Quartz. “Hello Miss Rose Quartz. What brings you here? And are you the real deal or a Displaces?” Rouge asked Rose Quartz calmly. “Just asking that question just to get it out of the way.” She added.

“I’m the real deal. Unlike you.” Rose Quartz said stoically.

“Yeah I know I am not the real Rouge the Bat just like my sister is not the real Peridot. We are just some human girls that got turn into them by shady people at a con against our will.” Rouge said sadly before smiling back. “So what brings you here? I can only assume you didn’t come here all by yourself.” She asked the gem while remaining calm.

“What’d you do to Celestia?” Rose asked.

“She was in a lot of pain from those vine things. The wounds she had gotten would have kill her even if the doctors was doing their best to save her it wouldn’t of matter. She would died a slow and painful death. It would have been just mean not to show kindness by given her an quick and painless death. So I had Lightning Dust to switch pills.” Rouge said sadly. “It sad that she died but not all immortals can live forever. I just hope I can rule Equestria just as good or better than she can.” She added.

“Uh..I think you did better with having Ponies and Changelings join together your Highness.” Fluttershy said who was still in the room.

“Thank you for your input Fluttershy.” Rouge said to Fluttershy sweetly.

“You killed many ponies to do so though. Precious life, wasted on your fiancee’s desire for power, which you seem to have too.” Rose stated.

“That would be two. Celestia’s death was a show of kindness of not having her dies a slow and painful one. Chrysalis’s death was out of rage for when she betrayed and kill Sunset. I understand life is precious but not even immortals can avoid death forever.” Rouge said sadly. “On a different note. How did you know Sunset was my fiancee?” Rouge asked Rose with a rise eyebrow.

“It’s not that hard. If the ring on your finger is any indication.” Rose said. “Why did you kill Celestia? She wasn’t a threat.”

“True but she would have died regardless if I left her alone but a slow and painful.” Rouge said to Rose. “I only wanted revenge for when she harmed my sister and friends. And I couldn’t let all we work for die with Sunset.” She added sadly.

“Celestia didn’t do anything to Peridot… I did.” Rose said.

“You did? Oh well. I still had my revenge. I will let this slide. But if you and your Crystal Gems harmed my sister and friends again and I won’t show the same kindness I am showing you now.” Rouge warned. “I have only killed two people while I am in Equestria and I don’t want to spill any more blood.” She added sadly.

Starlight felt weak and sweaty as she lay in bed. She was also starving.

“Un...Starlight? Are you ok?” Night Glider asked as she poke her head into Starlight’s room with a concern look to her face.

“I don’t know…” Starlight sighed. “I’m feeling a bit cold, even with three blankets… It also doesn’t help that my sister is dead...”

“At least you got Twivine, her mother and Cadence or Candy since she's a bimbo.” Night Glider said as she come in the room and gave Starlight a hug. “Do you want something to eat or me and Sugar Belle could bring in a pony for you to equalize or do you want to see a Doctor?” She asked.

“I’m too tired to equalize anypony. The struggling is hard to deal with.” Starlight coughed. “I think I have an infection from that magic attack… If I had my cutie mark, I could get better. But I don’t, and a doctor might amputate it. And something to eat would be nice.” Starlight said, snuggling into the blanket.

“Ok. I will go get you something to eat and maybe find a unicorn with cutie mark for magic to come help.” Night Glider said with a little smile as she left the room.

A minute later Sugar Belle came into the room with a glass of water. “Here is some water for you Starlight.” Sugar Belle said sweetly as she gave Starlight the water.

“You two care so much for me…” Starlight said, taking the glass with her uninjured hand. “Is there any way I could repay you?”

“Just being with you and equal is good enough for me.” Sugar Belle said with a big smile. “Me and Night Glider will do anything for you and equality.” She added.

Starlight started coughing violently, unable to breath.

“Starlight! What’s wrong? Do you need a Doctor?” Sugar Belle asked Starlight worriedly as she look for a medkit in the room. Starlight silenced Sugar Belle with a kiss, and Sugar saw Starlight’s eyes go from white to green, purple to red, and purple mist started to appear around her eyes as she literally ripped Sugar Belle’s clothes off. “St-Starlight? Wh-what happen to your eyes?” Sugar Belle asked while blushing from the kiss and she is now naked in front of Starlight.

“I’ve touched my darker sides~” Starlight picked Sugar Belle up by her neck as her own clothes vanished. She sat Sugar down in her lap and started licking Sugar’s neck.

“Should I-I be worried about this?” Sugar Belle asked unsure while she gave a little moan.

“Maybe~” Starlight growled. “You’re not equal anymore, that’s for sure~ You’re better than the rest… You’re mine~” Starlight trailed across Sugar’s lower lips.

“B-but aren’t everypony in Our Town with the Equal mark your’s?” Sugar Belle asked still worried for Starlight but also slowly moving her hands to Starlight’s ass.

“I just let them use me… To make them feel special… I want love, true love. And you’re going to be mine~ I’ve always loved you and Night, and I’m done being treated like dirt.” Starlight snarled. She then forced Sugar down and started to eat her pussy out violently.

“Oh! Oh! Oh Starlight! Th-That is too rough!” Sugar Belle said with a loud moan as she grabbed Starlight’s breasts and start playing with them.

Starlight only got more violent, even going so far as to bite her clint. She shoved three fingers in and she bite.

“Oh! Oh my. It’s too rough. But it’s starting to feel soo good.” Sugar Belle said in pleasure as her eyes were looking a little bit green.

Starlight kissed Sugar’s clint. “How much do you love me?”

“Like I would do anything you want just to be with and love you.” Sugar Belle said moaning more as her eyes become more green with some red in them as she kissed Starlight’s clint.

Starlight smirked. “Beg me for release~”

“Pl-Please Starlight? Please make me cum?” Sugar Belle begged as purple mist appeared around her eyes while she is using the puppy dog eyes.

Starlight nodded and went at Sugar’s weak spot like a hungry piranha.

“Ooooh Yes! That’s it!” Sugar Belle yelled as she cummed on Starlight’s face as her horn become curved like Starlight’s has along with a pair of fangs in her mouth.

“Mmmm~ Isn’t this better than equality?” Starlight asked.

“Oh Yes! Being your’s is way better than being equal.” Sugar Belle said with a purr while showing off her fangs. “Maybe we could bring Night Glider into this as well.” She added.

“Sounds perfect…” Starlight said, then kissed Sugar Belle on her lips. “... Do you want your cutie mark back?”

“You can give it back if you want to because I don’t care if I have a cutie mark or not.” Sugar Belle said as she kissed back follow by sticking her fingers into Starlight’s pussy.

“Ah~” Starlight moaned. “D-don’t… I-I’m not ready… And I know you wanted your cutie mark…”

“You do?” Sugar Belle asked as she took her fingers out of Starlight’s pussy.

“Y-yes… You, Night Glider and Party Favor.” Starlight hugged Sugar. “I thought you were going to leave me… I’ll give you your cutie mark if you’ll stay with me…”

“I will never leave you Starlight. I am your’s now and forever.” Sugar Belle said hugged Starlight back.

“Night will probably be back soon. Get under the covers.” Starlight’s face went back to what it was.

“Ok.” Sugar Belle said as she did as she was told just as Night Glider came in.

“I got you some cupcakes that I asked Pinkie Pie to make.” Night Glider said happily before she notice Starlight’s eyes and horn. “Uh..What happen to your eyes and horn?” She asked in concern.

“It’s nothing. Thank you.” Starlight said. “Uh… Can you do something for me?”

“Sure. What do you need me to do?” Night Glider asked happily as she gave Starlight the cupcakes. Starlight set the cupcake on the bed and scouted out, showing off her breasts.

“Oh my. Uh...why are you naked?” Night Glider asked blushing hard while staring at Starlight’s breasts.

“No reason.” Starlight patted her lap. “C’mere, I need something from ya.”

“O-Ok.” Night Glider said as she got closer to Starlight while not noticing her pussy was getting wet.

Starlight pulled Night Glider’s shorts down, revealing her pussy. “I’m hungry for more than a pastry~”

“Uh..Eat away. I think.” Night Glider said blushing even more as she more her pussy closer to Starlight. Glimmer then did the same thing she did to Sugar, but more violent and rough.

“Oh! Oh! This is soo rough but soo good.” Night Glider moaned as her eyes are now green and red with a purple mist. Her wings are now bat like wings as well as she now have fangs.

Starlight stopped just as Night Glider was about to cum. “Do you want your cutie mark?”

“I am fine with or without my cutie mark. I just want to be with you. So please make me cum.” Night Glider said with puppy dog eyes. Starlight then made Night Glider cum.

“You can come out now Sugar~ Our herd is active!” Starlight said.

“Yay!” Sugar Belle yelled out in happiness as she hugged both Starlight and Night Glider just as there was a knock on the door.

“Who is it!?” Starlight yelled, pushing Sugar and Night under the covers and hid her upper half.

“It’s Rarity.” Said the voice from behind the door to the bedroom.

Starlight’s blanket fell off her breasts as she said. “Come in.” The open and Rarity, still wearing her sexy maid outfit, walk in the room. “Why’re you here?”

“Nice outfit. So I guess you work here in the castle as a maid?” Sugar Belle asked Rarity.

“Yes…” Rarity grumbled. “I’m here to ask if you’d like anything. And what clothes do you want for the party?”

“Maybe something that makes me look powerful.” Starlight said. “You girls want anything?”

“Something to make look sexy and sweet.” Sugar Belle said purring at Starlight.

“Something dark and cute for me.” Night Glider said purring at Starlight as well.

“You heard them.” Starlight said. Rarity left. “Now… W-would you two… touch me?”

“Sure!” Sugar Belle and Night Glider both said as they finger and kissed Starlight at the same time. Starlight’s hips bucked, her arms wrapping around each of them.

“I can’t until the Party tonight!” Pinkie Pie said excitedly as she set some banners up in the Canterlot castle gardens where the tonight’s party will helded.

Kayla sighed. “Fine… Can I at least have a hug or kiss?”

“Sure.” Pinkie said giving Kayla a quick kiss before she use her party cannon to set the rest of the party stuff up.

Kayla sighed. “I’m gonna go check on miss Amy.” Kayla walked off.

“Ok. See you later Kayla.” Pinkie said with a wave to Kayla before she notice Rarity walking by with some stuff to make clothes with in her magic. “Hi Rarity!.” She called out to Rarity as bounce her way to her.

Rarity ignored Pinkie.

“Is something wrong Rarity?” Pinkie asked Rarity confused. “Is it because your a sexy maid that can’t say anything to me?” She asked again while keeping up with Rarity.

“For your information Miss Pie, I do not wish to speak to you after what your queen did to me.” Rarity said.

“Gave you a well paid job as one the castle maids? I hear Twilight Velvet is going to work here and get paid well.” Pinkie said not getting what Rarity was talking about.

“She is. I’m not getting paid! I was forced into this! I had a well paid dream job before this! My sister is back in Ponyville, still a fucking bimbo!” Rarity snapped. “So you go look on the bright side while our friends suffer… Just keep me away from your bubble of ‘joy’.”

“Aww. Don’t be like that. You know if you asked Queen Rouge really nicely she could set up your dream job here in Canterlot.” Pinkie said before she start to smell something with her nose that she hasn’t smell before. “Do you smell something good?” She asked Rarity.

“I’m being forced into this. I don’t want to be near Canterlot. Now please, leave me alone.” Rarity said, trying to keep her cool. But Pinkie was now more focus on the smell before looking at Rarity with a hungry look to her face.

“You smell nice.” Pinkie said with a lick of her lips as she got closer to Rarity.

“Pinkie, get away from me.” Rarity stated.

“But you smell so good.” Pinkie said as she quickly pinned Rarity to a nearby wall. “How about a bite and drink?” She asked while showing her fangs.

“Leave me alone, Pie.” Rarity growled.

“Not until I have a taste.” Pinkie said as she bites Rarity’s neck. Rarity screamed and pulled away, causing Pinkie’s fangs to tear through her skin. Blood spewed everywhere as Rarity started to bleed out on the floor. “RARITY!! Don’t worry I-I will do something.” Pinkie said worried as she put pressure on the wound with her hands and her mouth to stop the bleeding while drinking some that came out.

Rarity just lay there, crying. While Pinkie was putting bandages on the wound.

“There. The bleeding stopped. I save you.” Pinkie said as she Rarity now have fangs. “I think. I need to get to a hospital just in case.” She added as she picked Rarity up.

“This is all your fault…” Rarity choked.

“Sorry. I am still new to being a vampire. So I couldn’t help myself.” Pinkie said sadly with tears on her face as she rush over to the Canterlot hospital with Rarity in her arms.

After an hour or so, a doctor came out of the surgery room.

“We did what we could, and at least she’s stable.” The doctor said.

“I am just happy she is going to be okay.” Pinkie said with a happy tear stained face and gave the Doctor a hug. “Are her fangs okay? Can I see her?” She asked the doctor.

“She doesn’t have fangs. She isn’t a vampire, miss Pie.” The doctor cleared her throat. “She seems… To have lung cancer.”

“What?!” Pinkie said in shock and worry. “Which room is she in? I need to see her.” She said in a panic.

“She’s in room 315, but she’s still recovering.” The doctor said.

“But I need to see her now Doctor Twinkleshines.” Pinkie said her eyes glowing red.

“It’s Twinkleshine.” Twinkleshine sighed. “As long as you’re quiet. And she’s sleeping.”

“Thanks.” Pinkie said grinning as she quickly got to room 315 where she sees Rarity laying on the sleeping.

“Rarity? Can you hear me?” Pinkie asked as she got closer to Rarity’s bed.

“She’s sleeping.” Twinkleshine deadpanned.

“I know that but I can’t help but ask.” Pinkie deadpanned back. “Can you give me some alone time with Rarity for a minute?” She asked hopefully.

“Fine. But if you need me, I’m here to assist. It really doesn’t help that every other doctor left after Rouge took over and I’m the only doctor left. But I think Rouge is the best thing to happen.” Twinkleshine shook her head. “Sorry, rambled. I’ll leave you be.” Twinkleshine left.

“Thank you Twinkleshine.” Pinkie said with a smile before she look back at Rarity as her mane and tail go flat. “Listen Rarity. I don’t know if you can hear me or not but I want you to know that I am sorry. I am sorry for biting you. I am sorry about I didn’t show much care about you and the girl’s suffering. It’s just that me seeing things on the bright side is my way of hiding my own suffering of being a vampire.” Pinkie said as she start to cry a little bit. “I just don’t want to lose any of you, my friends. I am so sorry that you are suffering so much.” She added as tears fell on Rarity. The marshmallow Unicorn's ear twitched.

“I just don’t want you or the girls to die. I don’t know what I will do without girls other than to drown myself with sex and drinking blood to hide my pain and feel happy. So please don’t die on me.” Pinkie said crying even more.

Rarity’s eyes slowly opened. “P-Pinkie… D-darling… I thought you forgot about us… You seemed to not care about us… We’re all suffering.”

“I never forget about you girls. You are all my friends. “Pinkie said with a small smile on her face. “I do care about you all. I just don’t know how to make you all happy or how to reduce the suffering. Because I don’t how to handle my own suffering other than hiding it by looking on the bright side of things. I am just so sorry that you all are suffering so much.” Pinkie said as she cries again.

“”I f-forgive you…” Rarity said, her eyes starting to droop.

“Just don’t died on me Rarity. I don’t want to lose any of you girls too soon or ever.” Pinkie said as she carefully hug Rarity. “I will do anything just to keep you all a life.” She added. Rarity slowly fell asleep, her hand holding Pinkie’s.

“Sleep now Rarity. I will do the clothes you was asked to do for you.” PInkie said as her mane and tail poof back up as she lefted the room without noticing a fang was poking out of Rarity’s mouth.

Twilight silently sobbed as she rummaged through the old kitchen. She wasn’t wearing anything. She didn’t need it where she was going.

She was back to normal. Her soul wasn’t as strong as it once was… She barely felt anything but agony anymore. She found what she was looking for… A rusted knife.

Twilight fell to her knees. That monster wasn’t her. All she wanted was power and pleasure. Twilight couldn’t bare what she was doing. She grabbed a bowl of gems and headed to the basement where Spike was.

“S-Spike…?” Twilight asked through tears.

“Is it feeding time again Twivine?” Spike asked with venom from in his cage not bother about Twilight being naked.

“S-Spike… I’m so sorry…” Twilight fell to her knees right by the cage. She used her magic to open the door. “Take these and run, get away from Equestria… I

“Is this some kind trick?” Spike asked not leaving the cage and still think Twilight is Twivine.

“N-no Spike… It’s me, Twilight…”

“Prove it.” Spike said not believing Twilight one bit.

“How am I going to do that?” Twilight asked.

“Like what’s my favorite gem and mare?” Spike asked still glaring.

“Your favorite gems are in the bowl.” Twilight said, pointing at the bowl. “And you have a crush on Rarity.”

“Then it is you. Twilight.” Spike said as he went and hugged Twilight.

Twilight held Spike close. “I’m so sorry Spike…

“It’s okay. You weren’t yourself.” Spike said rubbing Twilight’s back in comfort. “So what are you planning on doing now?” He asked.

“I need you to leave… I can still feel Twivine inside… I can’t stand it!” Twilight started to pull her hair. “I can feel my soul… Dying… I’m dying Spike… But I need you as far away as possible, she wants to kill you!”

“Ok. I will go to another town but you need to fight Twivine.” Spike said still hugging Twilight.

“I can’t… I can’t…” Twilight started tearing up. “She’s too powerful… I… There’s no real reason to… Celestia, my friends, Luna… Even my dad… And… And my BBBFF… Friendship is supposed to help me, but I feel… I feel that friendship is gone...”

“Don’t say that!” Spike said with a slap to Twilight’s face. “The Twilight I know would never quit. Even if the odds are against her. And friendship isn’t gone you got Rainbow Dash even if she a complete bimbo who will do almost anything for you.

“Spike… I’m broken. It’s like telling a brain dead person to stop being brain dead… I’m struggling just to keep control.” Twilight kissed Spike’s cheek. “Spike… Rainbow isn’t my friend. She’s Twivine’s lover. Spike… I know I don’t show it that often, but you’ve always been there for me. Besides mom, you’re my last family member left. Just know…. I’ll always love you…”

“I will always love you too.” Spike said as got up and pick up the gems. “Stay safe Twilight.” He added as he left the room. After a little bit, Twilight jammed the rusted knife in her neck.

“MISTRESS!” Dashie yelled as she rushing into the room and to Twilight in a panic. “Don’t worry Mistress. I-I will save you.” She added.

“N-no!” Twilight choked. “L-let me d-die!”

“I-I can’t Mistress. I-I don’t know I would do without you until the end of time.” Dashie said with tears while pointing to the horn she got on her forehead, thank to Twivine, as she got out the medkit.

“I can’t handle living! P-please D-Dash…” Tears welled up in Twilight’s eyes. “I-I-I can’t stand this… I s-still have a s-soul… Don’t l-let it f-fade…” Twilight pushed the knife deeper.

“Then what am I and Clover suppose to do without you in our lives Mistress?” Dashie asked as she was crying too.

“What do you mean me!?” Twilight yelled in rage after she pulled the knife out of her throat. “You’re Twivine’s! I haven’t been with you o-once!” Twilight trembled. “Th-this all started w-with th-th-that damn b-b-bimbo g-gun! I n-never e-even g-got to r-r-remember m-my first t-time with y-you!”

“Then let me help you Mistress Twilight.” Dashie said as she kiss Twilight on the lips as she use the memory spell on Twilight.

Twilight just started sobbing. “I hate you…”

“Just please tell me what to do Mistress.” Dashie said sobbing herself while hugging Twilight. “You will alway be my very best friend Twilight.” She added.

Twilight’s throat healed as she pushed Dash away from her. “You still think we’re friends!?”

“Yes Twilight. I will do anything for you and Twivine. But you are more important than Twivine. I just don’t want to lose you.” Dashie said as she was on her knees sobbing. Twilight took Rainbow in for a hug.

“I’m not going to live long…”

“Is there anything I could do to save you? A spellbook, that tree in the Everfree Forest? Anything? Just please don’t die.” Dashie begged.

“Maybe… What do you think the tree could do?” Twilight asked.

“Made the vines that was in the forest go away. Twivine had to take pill fill with chaos magic she can feel the tree from here I think.” Dashie said hugging Twilight tightly.

“Th-then get me to th-the tree…” Twilight started to hyperventilate. “She’s coming…”

“O-Of course Mistress Twi.” Dashie said as she pick up Twilight and fly her to the Tree of Harmony as fast as she can. “Just hang in there.” She added as she land next to the tree.

“D-Dash… If I-I don’t m-make it…” Twilight struggled for words. “I just wanted to s-say…”

“Touch the Tree quickly Mistress Twi.” Dashie said rushing Twilight to the tree. Twilight reached out weakly, but her eyes glazed over and darkness surrounded it. But Dashie helped with pushing Twilight right onto the tree which made it glow bright.

The plundervines tore out of Twilight’s body, chest, stomach and back spewed blood everywhere.

“TWILIGHT!!” Dashie yelled in a panic as she try using the healing spells that Clover had taught her to try to heal Twilight.

When the vines were gone, Twilight gasped.

“Twilight? Are you okay? Please say something?” Dashie asked Twilight with worry.

“Thank… You…” Twilight said weakly.

“Easy now Mistress Twilight. You need your rest.” Dashie said as she take Twilight back home carefully.

”Please don’t call me mistress…” Twilight said.

“Sorry Mi-Twilight. It has sexual pounded into my mind into calling you or Twivine that.” Dashie said as she carefully lay Twilight into bed as Clover came in.

“What is going on?” Clover asked while sounded bored.

“Hard to explain…” Twilight groaned.

“I take it you aren’t Twivine?” Clover asked boredly as she walk closer to Twilight.

“Twilight Sparkle… Twivine was kinda me.” Twilight said.

“Clover the Clever. You went to the tree to get rid of Twivine didn’t you?” Clover asked while rubbing Twilight’s cheeks a little bit. Twilight felt stiff, a blush appearing on her face.

“Did I do something wrong?” Clover asked while putting her hand to her side which made her huge naked breast jiggle.

“Do you need anything Twilight?” Dashie asked Twilight.

“Uh… Maybe something to eat…” Twilight stated.

“Sure. We will get you some food. Then we need to get ready to go to Canterlot for tonight’s party.” Dashie said as Clover left the room followed by her a minute later.

“There’s a… Party?” Twilight asked. “No… I’m not going. If Rouge finds out I’m back to normal, who knows what she’ll do.”

“She might do nothing or make us into her maids like she did to Rarity and Fluttershy.” Dashie said while popping her head from the door.

“I can’t risk that…” Twilight said. She started rubbing her chin. “Send a letter to Rouge, tell her that I’m not feeling good. But don’t write my name, call me Mistress or Twivine.”

“As you wish Twilight. Also you might want to put on your clothes if you want.” Dashie said as she went off to write the letter.

“Why, it’s not like it really matters… You two have already seen me.” Twilight said emotionlessly.

“It’s in case you want to go out for a walk or something.” Dashie said as she sended the letter with her alicorn magic.

“Dash, I don’t want to leave this place… I wish I was dead.” Twilight said. “Everyone I love is either dead or hate me. And I don’t blame them…”

“We don’t hate you Twilight. We all know you weren’t yourself.” Dashie said as she came and hugged Twilight. “I could never blame you. So don’t wish yourself dead. I can’t stand to see you sad.” She added.

“You didn’t care when Twivine was taking me over...”

“I did care it’s just I was overcome by my own lusty bimbo side. Even now I am horny as hell and I still look like my bimbo side but as a alicorn. But even then I knew you was still in there and I still wanted to be with even if you was under the control of Twivine.” Dashie said with some tears in her eyes. “Can you ever forgive a horny slutty bimbo Alicorn I have become?” She asked with a tight hugged.

“Yeah… It’s not like I’m one to talk…” Twilight said. She then kissed Rainbow’s cheek. “I want to move though. Equestria’s getting too insane.”

“Why? The only changes Rouge had done was to have ponies and changelings join together in harmony and got rid of the bad nobles while leaving the good ones alone.”Dashie said blushing from the kiss as Clover came in with Twilight’s food.

“No… That’s just the start… The Wonderbolts got away, and the Crystal Empire aren’t happy about what Rouge did to their king and queen. With how powerful their military are, and the amount of backlash Rouge is getting from taking their princesses away, it’s only a matter of time before Canterlot falls. After that, I’ve calculated that the remaining factions from the Rebels, to the Empire, and the Griffon Kingdom, there’s going to be a power struggle.”

“Maybe we could go to the hive. It’s safer there.” Clover suggested.

“No. I’m not letting the hive use us.” Twilight said. “My father purchased an island in the Celestial Ocean. It has a house there. I was thinking we could go there for awhile.”

“Are you sure you don’t to move into hive? You could ask the three Queens and Derpy if you can join them.” Clover said as she lend in and start to lick Twilight on the neck.

Twilight blushed. “I-I don’t want to b-be a changeling… Or near an ally of Rouge.”

“Shame because Applejack is one of the Queens. Still there always that floating island I saw near that Cloudsdale place.” Clover said as she licked Twilight’s left breasts.

“Wh-what are y-you doing…?” Twilight asked, biting back a moan.

“Just pleasuring my owner and the one mare that give me best sex I had in over a 1000 years.” Clover said with a purred as she continue licking Twilight.

“Y-you d-don’t have t-to~” Twilight moaned.

“Oh but I want to. It’s the only time I can truly feel joy after I got so bored from Chrysalis sexauly pounded me with her eggs when I was one of the hives broodmares.” Clover said as she stick her tongue in between Twilight’s breasts.

“Well… If it makes y-you feel better?”

“Of course it does.” Clover said as all three mares heard a knock on the front door.

“Rainbow, mind… You know…” Twilight said, going under the blankets.

“Ok.” Dashie said as she went to the front door and came back two minutes later. “It’s one of Rouge’s friends. Amy Rose I believe her name is want to speak with you.” Dashie said to Twilight.

“I’ll be there.” Twilight conjured her clothes and changed her eyes with her magic. She then teleported to the front door. “What can I do for you miss Rose?”

“Oh. I heard you were sick so I asked Rouge to teleport me to you so I can give you a get well card and flowers.” Amy said as she give Twilight the card and flowers. “It’s a shame you can’t make it to the party tonight. You would have had fun.” She added sadly.

“Yes… Why do you care?” Twilight asked. She had just noticed she was covered in blood.

“Oh. I had to introduced a spy to my hammer before I came here. Don’t worry the spy is still alive she is in the hospital now with guards keeping an eye on her.” Amy said sheepishly. “Sorry about the mess. Plus I care about the wellbeing of all of my friends” She added.

“Why do you think I care about a spies wellbeing?” Twilight did care, but she knew Twivine wouldn’t.

“The same reason you care about your brother’s death.” Amy said with a shrug. “Do you think I could use your bathroom to clean myself?” She asked.

“I don’t care about my brothers death. That would’ve been Twilight.” Twilight said, stepping back. “But you can use the restroom.”

“Thank you.” Amy said as head to Twilight’s restroom. While Dashie look at Twilight in concern.

“Are you okay Mistress Twi?” Dashie asked Twilight in concern.

“Yes I am.” Twilight stated. “I just… Don’t like being reminded my brother is dead.”

“Want to hug it out?” Dashie offered with her arms open.

“No…” Twilight said. “I want my vengeance…”

“Revenge on the one who kill your brother?” Dashie asked confused.

“On everyone… The one who killed my father… The one who took my friends away… The one who took my teacher away from me… And the one who murdered my brother…” Twilight growled. “I’ll kill them all… Slowly.”

“Uh...That’s kind of dark for you.” Dashie said sounding worried for Twilight’s mental state.

“Dark? Dark!?” Twilight glared at Rainbow. “Who took my life away in a month's time!? My father and brother are dead, my sister-in-law thinks I’m heartless, is a sex craving machine, and is husbandless, my mother is alone, my friends are either working for the enemy or are unrecognisable, my teacher is dead and her sister, one of my only friend besides you has given up on life… You are the only one left I can talk to besides Clover who only cares about sex… My life is ruined, my home is taken, and you think it’s dark for me!?”

“I just don’t want you to become a killer. It just isn’t you.” Dashies said with tears in her eyes.

“It became me…” Twilight said. “When I killed Discord as Twivine…”

“Wait I thought she told me she turn Discord into a mare and lock her up like she with Spike.” Dashie said surprised about this bit of news.

“She tore Discord’s power out of him, then starved him…” Twilight said. “He died last night…”

“Oh. But how are going to go about it? Especially when everypony have welcome Rouge as their new ruler.” Dashie asked still worried for Twilight.

An evil grin formed on Twilight’s face. “I suppose I’ll have to go to the party sick…”

Dr. Twinkleshine walked into the throne room nervously. She bowed. “Your highness…”

“Hello Dr. Twinkleshine. How is our maid Rarity and the spy Amy had hammered down?” Rouge asked the Doctor with a smile.

“Rarity is going to be fine for now, but the cancer in her system came as a surprise. And the spy it stable. I’ve identified her as Fleetfoot, the third Wonderbolt.”

“Is there a way to cure Rarity’s cancer?” Rouge asked worried for Rarity.

“I’ve looked and it doesn’t seem our studies have a cure. It’s stage two lung cancer, I’m surprised she didn’t notice before.” Twinkleshine cleared her throat. “Uh… That isn’t the reason why I’m here. I was wondering if you could spare some bits for the hospital. All of the actual doctors left, I was just a nurse that had a good connection with the patients. We’re low on staff and equipment.”

“Sure. With the money me and my sister took from the no longer nobles will can even get your hospital some new equipment as well as the bits you need. Heck. I think I will ask one of the Changeling Queens if they could send you some drones as replacement staff until their army have captured the ponies, like the doctors, had ran away.” Rouge said happily as a guard had come into the room with a huge bag of bits for Twinkleshine. “Will this do for now?” She asked.

“Y-yes!” Twinkleshine nodded. “Thank you your highness. If there’s any way I can repay you, just ask.”

“Yes. Go to Lightning Dust and ask for a ‘special’ shadowbolt suit and have Fleetfoot wear it.” Rouge said grinning along with a wink.

“Is that all?”

“That will all for now. Oh And you can come to the party tonight if you want.” Rouge said with smile. “It might be a chance for you to get lucky tonight.” She added.

“L-lucky?” Twinkleshine blushed.

“With all kinds of ponies, changelings and some griffins that will coming tonight there might be one or two that might catch your eyes.” Rouge said as she blow a kiss at Twinkleshine.

Twinkleshine’s face went redder. “N-nah… I’ll come, but I doubt it…” Twinkleshine bowed once more before leaving.

“You are going to be one happy mare after tonight.” Rouge called out as Twinkleshine left while Fluttershy came in with a cups of tea on a tray while Pikachu is on her head.

“What did that mean sister?” Peridot asked.

“Oh nothing. Twinkleshine just look like a mare that needs to get laid.” Rouge said giggling a bit as she took a cup of tea from Fluttershy.

“You know, I think she likes you.” Peridot said. “If the blush was any indication after you blew a kiss to her.”

“I know. We will see if she get me into a bedroom with any others that have their eyes on me.” Rouge said while taking a sip of her tea as Fluttershy give Peridot the other cup of tea.

“No thanks.” Peridot said. “Rouge, what are you planning?”

“Oh I just want everyone to have a good time tonight. So I had the maids and Pinkie Pie set up some guest rooms for the fun time.” Rouge said while grabbing one of Fluttershy’s breasts which made her moan while Pikachu rub his cheek on Fluttershy’s cheek.

Peridot looked away, crossing her arms angrily.

“Is there something wrong Sis?” Rouge asked as she let go of Fluttershy who looked disappointed.

“No, nothing…” Peridot said, then stood up. “I think I’m going to retire for the day.”

“You know if you wanted me to play with you. You should just asked.” Rouge said playfully at her sister.

“We’re trying to act like normal sisters.” Peridot said.

“It doesn’t mean we can’t have fun here and there.” Rouge said cheekily. “So how's the lab coming along?” She asked changing the subject.

“It’s fine…” Peridot said. “Very stressful.”

“Yeah finding nerds to come work is very stressful.” Rouge agreed while Fluttershy was petting Pikachu lovingly.

Peridot groaned as she left.

Jenny groaned as she laid back. “No date. No friends. This is pitiful.”

“I feel your pain Sis.” Becky said while standing by the door frame to Jenny’s room. “You would think guys would die for a girl with huge boobs like mine but no.” She said sadly.

“You’re beautiful Beck, those guys don’t know what they’re missing out on.” Jenny said as she yawned.

“Same goes for missing out on a little cutie like you.” Becky said as she yawned herself.

“So, how’re we going to make up for this horrible night?” Jenny asked as she started taking her dress off.

“We could go out together.” Becky suggested to Jenny.

“And do what?” Jenny asked as she finally got out of her dress.

“Don’t know. Maybe a dinner and movie maybe.” Becky suggested with a shrug.

“I’ll order a pizza. Maybe we could watch something on Netflix.” Jenny said as she grabbed her phone. “I want to be in your bed, my sheets stink. What toppings?”

“Sure and the usual just not driven by that same creepy pizza guy.” Becky said as she set up Netflix of the TV in her room. After Jenny finished ordering, she jogged into her sister’s room, forgetting to put on a bra.

“Got it!” Jenny said.

“Got what?” Becky asked while still focusing setting up the TV.

“The order is done and I figured out what to watch!” Jenny almost shouted triumphantly.

“Let me guess. Your topless breasts?” Becky asked while looking at Jenny’s breasts with a grin. Jenny yelped, then covered herself up.

“Don’t look!” Jenny felt her face redden.

“Why? It’s cute.” Becky said giggling while she blush. “I could show you mine just to be fair.” She added while taking her shirt off slowly.

“I-it doesn’t matter!” Jenny shouted. “W-we’re both girls, and we’re sisters… There’s nothing wrong.” Jenny looked away, letting her breasts be exposed.

“There you go. There nothing to be ashamed of for showing off your tits.” Becky said with a wink as she got her shirt and bra off letting her huge breasts out for all to see. Jenny’s face went redder.

Jenny walked to the bed and crawled into it.

“So what movie do you want to watch?” Becky asked as she got into bed as well.

“I was thinking about an older one… Maybe Star Wars: Empire Strikes Back.” Jenny felt wet. Her only piece of clothes was getting wet. Great…

“Ok just don’t let the bed go over to the dark side of wetness.” Becky joked as she start the movie.

It was going good for Jenny. She held her hands over her panties to prevent staining the sheets. The movie also kept her attention away from lewd thoughts… Until Luke and Leia kissed.

Jenny’s face was burning red.

“Someone is liking what she is seeing.” Becky said chuckling which made her breasts jiggle.

“Sh-shut up, I’ve never seen another girls… Breasts.” Jenny said.

“You saw Mother’s flat chested breasts when you were a baby.” Becky replied.

“Oh ha ha…” Jenny rolled her eyes. She then paused the movie and threw the sheet and blanket off of her. “I’ll be back… Must’ve been aroused from the prom.”

“Want me to help you out?” Becky asked with a wink and a shake of her breasts.

“Y-yeah…” Jenny squeaked, but didn’t mean to.

“You sound so cute with you squeak.” Becky said as she move hands onto Jenny’s panties. Jenny started panting, her undies getting wetter. “Oh. Someone is very turned on tonight.” Becky said as she slowly take Jenny’s panties off.

“B-Becky… Wh-what are y-you doing…?” Jenny asked.

“Well if I am going to help you I need to get these wet panties out of the way.” Becky said as she rub a finger on Jenny’s pussy. Jenny moaned as her body spasmed.

“B-b-but Becky~! W-w-we’re s-sisters!” Jenny said, her hips bucking.

“And?” Becky asked rubbing her finger more on Jenny’s pussy. “Does it stop us showing or making love with each other Sis?” She asked again as she touch Jenny’s breasts.

“B-but I th-thought you l-liked guys!” Jenny moaned loudly.

“I can swing both ways. Just all the other girls in school are straight.” Becky said as her finger start going into Jenny’s very wet pussy.

“Wh-why me th-though?” Jenny asked, her hands squeezing the bed.

“Because you are so cute and smart and your are my sister.” Becky said as her finger went deeper. Jenny started writhing in pleasure.

“Oh fuck!” Jenny gasped. “Are mom or dad home?”

“Mom is off to get dad from work. So we got time.” Becky said as she start to move her finger in and out of Jenny’s pussy.

Jenny, without realizing it, started to grope Becky’s breasts. “S-stop teasing~!”

“Well if you say so.” Becky said with moan as she move her finger faster while adding another finger into Jenny’s pussy.

Jenny’s moans gradually increased, and her mind was so cloudy she didn’t realise she french kissed her sister passionately. I few minutes later there was a knock on the front door.

“Sh-shit…” Jenny panted. “Must be the pizza guy’s here…”

“Dam it. Things was just getting good.” Becky said annoyed as she quickly put shirt on and ran to the door with some money. “It better not be that creepy guy again.” She added as she open the door.

It was the creepy guy.

“I got your order here.” The guy said very creepily which made Becky’s skin crawl as she pay the money and took the pizza and close the door quickly.

“So creepy. That guy should stick to selling stuff at cons.” Becky said shaking like it was cold inside before heading back to Jenny with the pizza. “I got the pizza.” She said as she enter the room.

“Sorry sis.” Jenny said. “I must’ve forgotten to ask them to not bring him. I’ll make it up to you. L-let’s eat.” Jenny took the box and set it on the bed as she pulled her panties back up.

“It’s okay. I just don’t know why that guy from the con has to have a part time job at the pizza place.” Becky said as she took a slice of pizza. When Becky sat down, Jenny’s face went in between Becky’s legs and started to lick her pussy. “Oh. Someone is very hungry.” Becky said with loud moan while eating her slice of pizza.

“I like cold pizza. And I wanted to repay ya.” Jenny went deep.

“Oh yes. That is good pizza and being licked at the same time.” Becky moaned while grabbing another slice and grabbing Jenny’s ass. Jenny began to grope Becky’s breast with one hand while her other caressed Becky’s leg. “Oh. Keep going. I am getting close.” She moaned while chewing on a pizza.

Jenny increased her speed, spreading Becky’s legs. A minute later Becky cummed all over Jenny’s face.

“Wh-why did I do that…?” Jenny asked.

“Because you like it.” Becky said while kissing Jenny on the forehead. “Maybe we can do more of this tomorrow night.” She added with a wink and a blow of a kiss.

“B-but isn’t this wh-what lovers do?”

“Yes. Yes they do and so do we.” Becky said as she hugs Jenny lovingly.

“So… What are we? S-sisters with benefits?”

“We are sisters in love.” Becky said as she put her finger back into Jenny’s pussy again. “Now let’s finish what we had started.” She added as she finger Jenny very fast. Jenny gasped in pleasure and started to mewl in it. After a bit, Jenny came and passed out on top of Becky.

“Hehe. Lightweight. Well goodnight Sis.” Becky said as she turn off the lamp and TV.

“Are you sure about this Twi?” Dashie asked Twilight not sure as the three mares entered the castle gardens where the party is being held.

“I’m not. But this disguise is flawless.” Twilight stated.

“Unless we come across that pink earth pony friend of yours.” Clover said borely as she hasn’t notices some of stallions and some mares was staring at her’s and Dashie’s naked bodies.

“Hi Twivine, Dashie and Clover!” Pinkie called as she grabbed all three mares in a tight hug.

Twilight didn’t react. She just stared straight ahead. “Hello Pinkamena…”

“Oh don’t be such a stick in mud Twili-Twivine. It’s a party. When everypony is happy.” Pinkie said smiling while giving Twilight a wink. “Nice disguise by the way.” She added in a whisper.

“What are you talking about?” Twilight was mentally panicking.

“Your eyes are glowing brighter than last time I saw you. Which was after Queen Rouge’s speech.” Pinkie said as she hug tighter. “I am so glad you are back to normal.” She added in a whisper again.

“Pinkie….air.” Dashie said weakly as her face was purple before Pinkie let go of the three mares.

“Sorry.” Pinkie said sheepishly.

“I’m not Twilight.” Twilight said, teleporting out of Pinkie’s grasp.

“Well whatever you say. Just say hi to your mom, Fluttershy and Applejack and her Changeling Queen herd while you are here okay.” Pinkie said with a knowing grin as she bounce off to talk to the rest of the party guest. While Fluttershy came walking by with a tray of drinks on it.

Twilight took one. “This party seems rushed…”

“Well it is a big party that Pinkie had to set up Twivine. ”Fluttershy said shyly as she offered a drink to a random pony that was nearby. “Queen Rouge wanted a party to celebrate becoming the new ruler of Equestria as soon as possible.” She added as she rub a spot on her neck where there is a ban-aid is on it.

“Did something happen?” Twilight asked. “With your neck.”

“Oh. It’s nothing. I had visited Rarity at the hospital and she...well, uh, bit me.” Fluttershy said with a blush just as she cause a stallion to faint from a nosebleed from staring at her huge breasts.

“Okay.” Twilight said, suddenly sounding uninterested.

“So uh. How have you been? I see you made Rainbow into a alicorn.” Fluttershy asked as she notice that Dashie has a horn.

“I don’t have a ‘doing’. I’m always the same. If you’re wondering about Twilight, she’s suffering…” Twilight stated.

“Oh. That’s a shame. I do miss her. At least Queen Rouge is allowing me to look after the animals that are around the castle along with Celestia’s pet espeon.” Fluttershy said sadly as she gave Dashie and Clover a drink from her tray.

Twilight laughed cruelly. “Didn’t you scare the animals last time!?”

“Yes but they have gotten use to me since I became a maid here.” Fluttershy said with a little glare. “You didn’t have to be so mean about it.” She added.

“Why? S’not like I care.” Twilight chuckled cruelly as she walked off. Her heart ached for saying that.

“You are mean Twivine. And I wish I had my friend Twilight back!” Fluttershy said angrily before stomping off to serve drinks and also bite another maid while she does it.

“Twilight's gone forever, blame your queen.” Twilight said, crossing her arms. “Hey Clover, am I supposed to be anywhere?”

“Well..you could walk anywhere here in the party.” Clover said with a shrug.

“I mean did Rouge want me to do something?” Twilight asked.

“Hmm. Nothing I can think of. But she is looking for ‘nerds’ and ‘eggheads’ to hire for an lab she having set up for her sister Peridot.” Clover said as she took a sip of her drink.

“I’m not an egghead!” Twilight snapped. “Don’t get drunk and don’t make a scene, got it?”

“Could've fooled me Egghead.” Dashie said giggling. “And sure thing Egghead.” She added with another giggle as a naked Lyra walk pass them.

“That won’t be a problem.” Clover with another bore shrug as three Changeling Queens and pegasus walk up to the three mares.

“What do you want…?” Twilight asked annoyed.

“Just want to say hello and see how have you been treating Clover since we gave her to you.” Carrot Top said happily while grabbing Derpy’s and Applejack’s ass at the same time.

“She is treating me fine and she giving me better sex I ever had in over 1000 years.” Clover said bored.

Twilight groaned. “You know now. Leave me be.”

“Oh come on now Twivine. It’s a party. So it’s change to talk to other ponies, Changelings and Griffins.” Carrot Top said with a sad smile.

“I don’t give a flying feather about that. I’m here so as to watch this party fall apart.” Twilight said sadistically.

“Oh don’t act like that..” Carrot Top said as she got close enough to Twilight’s ear and whisper. “Twilight.” Before backing off.

The Unicorn glared at Carrot. “Why haven’t you told your master?”

“I can keep some secrets but I can’t betray Queen Rouge. So unless she asked I won’t tell her.” Carrot Top said cheekily. “So when did you regain control of yourself?” She asked.

“A bit ago.” Twilight said. “Dash got me to the Tree of Harmony.”

“Yep. Twivine is history.” Dashie said happily as she notice Changeling Applejack’s huge breasts. “Nice tits by the way AJ.” She added.

“Shut up Dash.” Both Twilight and Applejack said in unison.

“What? What did I say wrong?” Dashie confused while Carrot Top was giggling at Dashie.
“I got to say. You look better as a Changeling Queen then a broodmare.” Clover said to Applejack.

“So with that a side. How have you been up to now?” Carrot Top said while giving Derpy a lick on the neck. Derpy blushed and shuddered. “Other than being here at the party.” She added with a giving Cheerilee’s nibble a pinch.

“Is there any other reason? I’m keeping up appearances.” Twilight said.

“Are you worried that Queen Rouge will make you into a maid or something?” Carrot Top asked while picturing Twilight in a maid outfit in her head.

“I bet you would look hot in a maid outfit.” Dashie said to Twilight while giving her an hug.

“Dash…” Twilight growled. “I’m not wearing a maid outfit.”

“Not even if it only when we have fun time in bed?” Dashie asked with a pout.

“No.” Twilight said. “And I thought we were friends.”

“Very best friends plus I am horny as hell right now remember.” Dashie said as the three Changeling Queens were licking their lips a little bit.

“And your lust tastes good too.” Carrot Top said to Dashie.

“I think a grey pegasus wants some too.” Twilight said, wrapping her arms around Rainbow and Clover.

“Oh don’t worry about that. Derpy will be getting lots when we are in one the castle’s guest rooms in a minute if you three want to join in on the fun.” Carrot Top said while playing with Derpy’s breasts.

“We’re fine.” Twilight said. She didn’t see Lapis overhearing their conversation though.

Lapis walked towards Rouge, keeping her head down.

“Is there something wrong Lapis?” Rouge asked Lapis after she got off the dance floor.

“I overheard Twivine stating that she was Twilight again. The plundervines aren’t in her system.” Lapis whispered. “I… Uh… Also wanted to ask why I’m here…”

“To enjoy the party Lapis after all you helped in taking over Equestria.” Rouge said to Lapis with a reassuring smile. “As for Twilight well….I suppose we do nothing to her or we could invite her to the castle so I can test a spell on her. Because that turn someone into a doll spell sounds fun.” She added with a shrug.

Lapis seemed scared for some reason. “I don’t see how th-this party’ll help… I’m going to retire for the night…”

“Ok. Hopefully you will better in the morning.” Rouge said to Lapis with a concern look to her face. “Just remember you can tell me anything.” She added.

“Rouge… This isn’t me… I’m not a fighter…” Lapis looked away. “I think this is wrong…”

“Then don’t be a fighter than.” Rouge said.

“It’s too late. Seeing…” Lapis put her hand over her mouth. “Seeing Shining’s… Head…”

“Hey hey now. Relax that all in the past now.” Rouge said concern.

“I’ve never seen death though!” Lapis almost yelled. “I feel… Darker. Hollow. It’s still fresh in my mind, and I can’t stop seeing it!”

“Seeing death for the first time is scary. I still see Sunset’s dead head in my nightmares. But what we can do is move forward and not let it pull us down. I could get a doctor to have a talk with you about it if you want.” Rouge offered while giving Lapis a hug. Lapis took it, almost falling to her knees.

“I feel so… Numb…” Lapis whimpered.

“There there. It’s okay. I am here for you and so are our other friends.” Rouge said giving a stoke on Lapis’s back for comfort. “We will help you get through it.” She added.

“I think we should deal with Twilight Sparkle soon.” Peridot said.

“Hmm. How should we do though? Ideas?” Rouge asked Peridot. “We don’t want her to think that we are on to her so soon.” She added.

“I think we should do what we did to Carrot Top.” Peridot suggested.

“Hmm. Yeah. I could make her my most loyal servant or sex toy or both. Plus I could do it to Rainbow and Clover and make them into maids as well.” Rouge said grinning from ear to ear at the idea.

“Go for it…” Peridot said.

“I will. But first we need to get her into one the guest room without her thinking it’s a trap.” Rouge said while putting a finger on her chin in thought. “Could we spike her drink to get drunk or horny or both?” She asked Peridot.

“Getting her drunk should be no problem.” Peridot said. “Tell Pinkie to spike a drink that wika knock her out for a half a minute. Then take her to your quarters.”

“Way ahead of you.” Pinkie said happily as she was holding a glass that she had swapped with Twilight.

“O..k. Well I will have Pinkie to bring Twilight to my room. Could you keep Dashie and Clover busy Sis?” Rouge asked Peridot.

“Fine.” Peridot said, standing up.

“Have fun with them Sis.” Rouge said as she notice Pinkie carrying a drunk Twilight with the help of Fluttershy into the castle which she follow five minutes later.

“Sweet Celestia. Just how much of a lightweight is the Egghead?” Dashie asked giggling at seeing Twilight being carry off just as Peridot walk up to them.

“Hey…” Peridot said. “You must be…”

“Rainbow Dash but you can call me Dashie.” Dashie said happily to Peridot.

“I am Clover the Clever.” Clover said while sounded bored. “What’s your name?” She asked Peridot.

“Peridot. I’m Rouge’s sister.”

“Now. Does that make you a princess then?” Dashie asked Peridot as she hugged the gem.

“Oh, nononono!” Peridot laughed.

“It will be fun being a princess and the perks to go with it.” Dashie said as she hug Peridot tighter with her face near Dashie’s huge breasts.

“Uh… What are you doing?” Peridot asked.

“I am giving you a hug silly.” Dashie said happily as she rub her cheek on Peridot’s cheek.

“She love giving hugs.” Clover said as she took a sip of her drink.

“Let go.” Peridot ordered.

“She all trie up on your bed your highness.” Pinkie said happily just as Fluttershy put a ring on Twilight’s horn.

“Good work you two. You two can go back to the party now.” Rouge said to the two mares who nodded and left the room. Which she locked the door just as Twilight was waking up.

“No… No, please no!” Twilight begged.

“Did you have a nice sleep Twivine? Or Should I call you Twilight?” Rouge asked Twilight with a kind smile. Twilight didn’t see it that way.

“You got me back for hurting your sister. Turning me into a bimbo, plus turning into Twivine must’ve served your desire for vengeance!” Twilight was desperate. “I have nothing! I am nothing! Just please let me go…”

“Now that is not true. You did have your friends they just work for me now just like you will be working for me.” Rouge said as got out her Sunset horn wand. “You still very useful for Equestria.” She added as she pick up her spell book.

“No, please don’t do anything to me. I just got free… I deserve a life of peace!” Twilight started to struggle.

“Don’t bother trying free from those ropes that I had Pinkie tie you up in. Plus you are going to get a life of peace by working for me.” Rouge said as she found the page in her spell book.

Twilight screamed in anger as her eyes turned red. “Stay away from me!” Twilight’s horn started to glow red.

“No.” Rouge said as she quickly fired the spell at Twilight at full power as her eyes turn into swirls and the red glow from her horn faded. “You will obey my every command.” Rouge said to Twilight.

“No!” Twilight yelled. “Why would you do this to me!?”

“It’s to make sure you won’t cause a problem in the future.” Rouge said as she adds a chaos emerald to the wand before firing it at Twilight again. “You will obey my every command and be my most loyal servant.” Rouge said hoping it would work this time.

Twilight struggled against the magic. “I… Don’t… Want… To… Be… Controlled…”

“You got no choice in the matter.” Rouge said sadly as she added a second chaos emerald and fired again. “You will obey my every command and be my most loyal servant and you will feel pleasure when I or my sister order you around.” She added.

Twilight started to cry. “Y-yes… M-mistress…”

“You will love to obey me and my sister. You will love to be my sex toy when I am in the mood.” Rouge said grinning that the spell is working.

“Y-yes…” Twilight whimpered.

“You will help me in dealing with rebels with mind control spells of fucked their brains out.” Rouge said as she put her book away.

Twilight cried and she laid back. “I knew I shouldn’t have come…”

“Well I would have found you out at some point in the future. So now answer my question. What did you do with Spike and Discord?” Rouge asked Twilight.

Twilight looked away. “Twivine killed them…”

“Tell me the truth. That is a order.” Rouge commanded Twilight not amused by her telling a lie.

“T-Twivine killed Discord… And I sent Spike away, somewhere I don’t even know.” Twilight said.

“See. Now wasn’t that too hard to tell your Queen/Mistress the truth?” Rouge cooed at Twilight as she untie Twilight of her rope.

“Don’t you dare touch him.” Twilight said venomously, but weakly.

“No worries there. I will have some Changelings find and keep an eye on him without him knowing.” Rouge said smiling as she remove the ring from Twilight’s horn. “Now then when we get back to the party I order you to dance with me.” She added as she help Twilight up from the bed.

“Wh-what!?” Twilight asked.

“You heard me. Dance with me when we get back to the party.” Rouge said with a wink as the two head back to the party.

Twilight felt horrible.

“You will do fine.” Rouge said with a little kiss on Twilight’s horn as they walk. Twilight glared.

“I hate you…” Twilight snarled.

“For now you do. But in time you will grow into liking me or maybe even love me.” Rouge said as the enter back into the party.

“Hey Rouge! Did you have fun with Miss Sparkle?” Bunnie asked from the side with some mares and stallions while sitting on a knockout pegasus mare.

“Not yet. We are just going on the dance floor for a bit before going to the room with some others for funtime.” Rouge said while giving Twilight a hug.

“Cool. Oh I caught another spy from the Wonderbolts.” Bunnie said as she rubbed the out cold mare’s head that has a lump where she hit her.

“Who’s that?” Twilight asked.

“It’s Spitfire.” Bunnie answer Twilight’s question.

“Hmm. Hey Bunnie could you bring Spitfire to my room and tie her up. And then go get Lightning Dust.” Rouge said to Bunnie with a evil grin.

“Sure thing Sugar. Do you want me to ask her to bring a special shadowbolt suit as well?” Bunnie asked as she got up and pick up the Wonderbolt Captain.

“Make it so.” Rouge said as she watch Bunnie taking Spitfire indoors with some of the mares and stallions following her.

Twilight was hunched over. “Why would you do this to me… Is turning me into a bimbo and then a heartless monster not enough for you?”

“It’s to make sure you don’t cause a problem in a future. Plus me and my sister need an assistant.” Rouge said as she got Twilight to the dance floor. “Plus you are just as cute as Sunset was.” She added sadly.

“I’m not going to be your rebound.” Twilight said venomously.

“We will see and maybe we can add Rainbow and Clover into the mix. Now dance.” Rouge said as she dance herself.

“I can’t dance.” Twilight deadpanned.

“Just do it.” Rouge ordered as she shake her ass at Twilight.

Don’t… make me…” Twilight strained.

“That is a order.” Rouge said to Twilight like a parent would tell a child.

“Wh-what kind of dance…?” Twilight forced.

“Any kind.” Rouge said with another shake of her ass which cause some nearby stallions and mares to faint from a nosebleed.

Twilight started to dance, which looked awful. Some ponies started laughing, which made Twilight feel horrible.

“Just keep dancing. You will get better as you go.” Rouge said as she give some of the laughing ponies a glare.

Twilight never got better, it just got worse from there.

“I think you going to need some dance lessons.” Rouge said as she watch Twilight dance.

“Please let me stop…” Twilight begged.

“Sure. You can stop now.” Rouge said with a nod of her head. “After the party I going to get you a dance teacher.” She added.

“I don’t care about dancing… Why does it matter?”

“Because you really need it. But that can be for later. So let’s go get Rainbow, Clover and some other ponies and changelings to my bedroom so we can have funtime.” Rouge said while giving Twilight an hug.

“Stop giving me hugs. We aren’t friends.” Twilight said.

“Oh really?” Rouge asked while hugging Twilight a bit tighter as they walk off the dance floor.

“Hey Twilight, Queen Rouge.” Dashie called out waving her hand at the two while she is with Peridot and Clover.

“Dash, go!” Twilight yelled.

“Why?” Dashie asked confused as she took a sip of her drink which she start to look a little drunked.

“I think Pinkie had spiked Rainbow’s drink too.” Rouge said still hugging Twilight.

“I think she did it to me too.”Clover said just before she pass out.

“Let them go.” Twilight said weakly.

“Hmm. No. I think I will make them into my maids.” Rouge said just as Dashie pass out. “Now bring Rainbow to my room and do nothing and that is an order.” Rouge order Twilight as she let go of her as she look at Peridot. “Could you bring Clover to my room please?” She asked Peridot.

“Ugh, fine.” Peridot grumbled as she picked Clover up and Twilight picked up Rainbow Dash. As they left, Peridot added, “Oh, and Dr. Twinkleshine arrived a bit ago.”

“Really? Where is she now?” Rouge asked Peridot while looking left and right. “Did she bring Rarity with her?” She asked.

“She said Rarity wasn’t fit to come.” Peridot said. “And she’s in a corner. She seems shy.”

“Then I will have her open up to me. So I will see you back in my room.” Rouge said with a wink as she walk to Twinkleshine. “Evening Doctor.” She said to Twinkleshine.

“Oh! Uh, hello your highness.” Twinkleshine bowed.

“You didn’t need to bow. I was just wondering if you would like to join me and some other mares to my bedroom for some fun time?” Rouge asked Twinkleshine with a wink.

“W-wait… Ar-are y-you...?” Twinkleshine stuttered, blushing.

“Yes.” Rouge said as she got closer to the mare. “I told ya you’d will get lucky tonight.” She added.

Twinkleshine sputtered. “What? Wait, what? But I-I-I’m nothing special!”

“Nonsense. Everyone is special in their own way.” Rouge said as she gave Twinkleshine a hug. “Plus you look like you really need this.” She added.

“O-okay…” Twinkleshine stuttered.

“Come on. Let’s get Fluttershy and get to my room.” Rouge said happily as bring Twinkleshine to where Fluttershy is and head to her room.

“What in tarnation is Rouge doin?” Applejack asked. She was disguised as her old self.

“Judging from the lust I can smell from her I say she is going to have sex. A lot of sex.” Carrot Top said while licking her lips.

“Sounds tasty~” Cheerilee said, playing with Derpy’s mane. “I smell our darling has been aroused all day.”

“So shall we join them?” Carrot Top asked as she play with Derpy’s breasts.

“N-not here Carrot…” Derpy said, barely able to hold in her moans.

“Sure.” Applejack nodded.

“I think it’s unanimous.” Cheerilee added.

“Then let’s follow Rouge to the bedroom. ”Carrot Top said as she notice Lightning Dust flying into the castle with suit in hand. “Things are about to become fun.” She added as the three Changeling Queens and one pegasus quickly went in the castle.

“And here is my room.” Rouge said to Twinkleshine as the three enter the room where Dashie, Clover and Spitfire are laying on the bed with Twilight and Peridot standing by the bed. “So what do you think?” She asked the doctor.

“It’s… Big…” Twinkleshine said breathless.

“That’s what she said.” Peridot snorted at her own words.

“Heheh. Good one Sis. Now all we gotta do is place a mind control spell on Rainbow and Clover then wait for Lightning Dust to show up with the special suit for Spitfire. Then fun time can begin.” Rouge said happily as she grabbed Twinkleshine’s and Fluttershy’s ass.

Twinkle yelped and slipped, falling over.

“Oh my.” Fluttershy said blushing and gave a little moan.

“Now then are the three mares that on the bed awake yet?” Rouge asked Peridot and Twilight.

“Clover and Dash are awake.” Peridot said.

“And like still drunk.” Dashie said as she giggle on the bed.

“Well that will make the mind control spell work more easy on the two.” Rouge said as she got out her spell book again.

“Whatever it is you doing just get it over with.” Clover said bored.

“Sister… I don’t think we need to. They’re loyal to Twilight, and after I read the spell, I noticed it has some problems.” Peridot said.

“What are the problems?” Rouge asked Peridot as she put her spell book down.

“Well, for one, it drains life from the user. It could also harm your soul. That, and it could kill the one you cast it on.” Peridot said. “And it could end up making them hunt you down.”

“Oh. Well..In that case we are going to have to use the special Shadowbolt suits instead then.” Rouge said just as Lightning Dust enter the room with said suit in her hands.

“Here ya go.” Lightning said.

“Thank you Lightning. Would you like the honor of helping put this suit on Spitfire?” Rouge asked Lightning just as Spitfire was waking up.

“Nah, I’ve got other things to do.” Lightning said.

“Like having fun with Bunnie or something?” Rouge asked Lightning with a little laugh.

“What!?” Lightning flinched. “What are you talking about!?”

“Oh come now Lightning. I notice you eyeing Bunnie for some time now.” Rouge said to Lightning as Dashie was laughing at Lightning’s blush.

“So? She’s not interested in me.” Lightning said.

“I think she might be if you ask her out.” Rouge said in a sing-song voice to Lightning Dust.

“I bet she will like love you.” Dashie said while giving Twilight a hug.

“Nah. I’ll try though.” Lightning said, walking away. “Changelings are coming!”

“Well let them in then.” Rouge said before looking at Dashie and Twilight. “You two put the suit on Spitfire.” She ordered the two while pointing to the struggling pegasus mare. They did so.

Lighting let the queens in. Applejack was already stripping Derpy.

“Mind if we join in on the fun?” Carrot Top asked while noticing Dashie was hugging Spitfire who had swirls in her eyes.

“Sure. The more the merrier I say.” Rouge said as Fluttershy was stripping Twilight on her clothes.

“Awesome. So who do we start on?” Carrot Top asked as she stripped Twinkleshine of her clothes.

Twinkleshine was blushing intensely.

“I think this mare needs a lot of attention.” Cheerilee said, looking at Twinkleshine who was already only in her underwear.

“I will say. So it’s both Twinkleshine and Twilight we go for first.” Rouge said while rubbing her hands.

“No! I don’t want this!” Twilight shouted.

“Uh..There no need to be shy about it.” Fluttershy said shyly as Clover was stripping her.

“No, I don’t want to have sex!” Twilight yelled.

“Oh yes you do. Fluttershy clean her pussy.” Rouge ordered Fluttershy who went and place her face in Twilight’s pussy and start licking. Twilight moaned loudly out of surprise.

“So, who do you want to start with?” Cheerilee asked as the last of Twinkleshine’s clothes were stripped.

“I think I will start with Twinkleshine. You can start with Clover and Applejack can start with Rainbow.” Rouge said.

“Can’t we gangbang?” Applejack asked. “One on one is good’n all, but it’d be fun to gang up on one pony. Not all of us on one mare though.”

“Well… I suppose we can gang up on Twinkleshine while Fluttershy is busy with Twilight.” Rouge said as she stripped herself.

“Who do you want to help?” Cheerilee asked as she gave Derpy to Carrot.

“Well I guess me and Derpy can help Fluttershy out on Twilight.” Carrot Top said as she notice that Fluttershy has got Twilight pin on the ground. “Want to help Fluttershy with me?” She asked Derpy.

“S-sure…” Derpy said looking down. “I don’t see how though...”

“We could play with their breasts for a start.” Carrot Top said as she place a arm around Derpy’s shoulder.

“C-could you help me get there?” Derpy asked, gesturing to her bare legs. “I’m kinda stuck.”

“Sure. Carrot Top said as she carry Derpy to Fluttershy and Twilight. “Ready?” She asked Derpy as she grabbed Twilight’s breasts.

“Y-yeah…” Derpy nodded and grabbed Twilight’s ass.

Twinkleshine panted as she turned over onto her back, still on the floor.

“Are you ready for your pussy cleaning Doctor?” Rouge purred that question to Twinkleshine as she move her face closer to Twinkleshine’s pussy while Clover grabbed the doctor’s breasts from behind.

Twinkleshine gasped. She was unable to speak, her legs trembled as they spread apart.
“I will take that as a yes.” Rouge said she stick her tongue into Twinkleshine’s pussy and start licking her insides. Meanwhile Dashie was busy French kissing Twilight.

Derpy feebly played with Twilight’s right breast, not entirely into it. As for Carrot Top she was sucking on Twilight’s left breast and she was enjoying it.

“Oh I got a idea.” Carrot Top said as she place some magic into Twilight’s breasts before continue sucking and soon she start to drink Twilight’s milk.

“Wh-what the hell did you d-do to me!?” Twilight shouted in panic.

“I just made your breasts start making lots of milk.” Carrot Top said as she saw Twilight’s breasts was getting bigger as it was making more milk. “Plus your milk taste very good.” She added as she continue sucking and place Derpy’s face on Twilight’s right breast.

“I hate you…” Twilight began crying.

“But your pussy is saying something different.” Carrot Top said as she see Fluttershy’s face getting cover more and more in Twilight’s juices. Twilight began sobbing.

“Hmm. I think we should go help the others on Twinkleshine for now.” Carrot Top said as she pick up Derpy and made Dashie and Fluttershy to start sucking on Twilight’s breasts before walking over to the others. “Having fun AJ, Cheerilee?” She her other two Changeling Queens lovers as she put Derpy next to Clover.

“I don’t know where to start. There’s six of us and one of her.” Cheerilee said, touching her own pussy.

“Is that so?” Carrot Top asked as she gave Cheerilee a French kiss while playing with Applejack’s breasts.

Cheerilee pulled out of the kiss, grinning. “Tis true~” She then grabbed Derpy by her leg and dragged her violently towards her and the other Queens.

“Do you want the fingers or the tongue?” Carrot Top asked Derpy with a lick on her neck.

“I-I-I-I… F-finger…” Derpy squeaked.

Applejack tapped her chin in thought. “Hmm… I wonder how many fingers we can shove into her…”

“Let’s find out.” Carrot Top said as she stick two fingers into the Derpy’s pussy. “How many fingers do you want Derpy?” She asked Derpy.

“D-don’t care…” Derpy whimpered.

“Hey Carrot, I’ve never seen anypony this wet before.” Applejack said, inserting two fingers herself.

“She must really loving this.” Carrot Top said as she move her fingers faster in Derpy’s pussy. “Let’s see who gets Derpy to cum first.” She challenged.

“Girls, how would to figure out who won?” Cheerilee asked, shoving three fingers into Derpy, making her cry out in pain.

“Are you okay Derpy?” Carrot Top asked Derpy sounded a bit concern.

“Y-yeah, I just… Ow, please stop using your nails Cheerilee-! Ow!” Derpy yelped.

“You heard her Cheerilee. No using nails.” Carrot Top said as she went back to fingering Derpy.

“But I like seeing her squirm in pain.” Cheerilee said as she and Applejack started pumping.

“Well do it with less pain.” Carrot Top said as she grabbed Cheerilee’s breasts with her free hand.

“So how are you enjoying your time?” Rouge asked Twinkleshine while still licking her pussy.

“I-it’s better than I e-ever imagined…” Twinkleshine moaned.

“I am guessing this is your first time?” Rouge asked. “Because your pussy is very tight.” She added.

“Y-yeah… I h-haven’t e-even been k-kissed before~” Twinkleshine started panting.

“Then let’s change that.” Rouge said as she French kiss Twinkleshine on the lips. Twinkleshine moaned into it, stunned. “You like that don’t you?” She asked.

“Y-yeah…” Twinkleshine nodded, out of breath. “I… I like you…”

“And I like you too.” Rouge said while rubbing Twinkleshine’s breasts. “Would you like to be mine?” She asked.

“Y-yes…” Twinkleshine said. “I-I’d do anything for you…”

“Good.” Rouge said as she lay down on her back and open her legs. “Would you like to clean my pussy?” She asked Twinkleshine.

Twinkleshine nodded and dived into her new work. She started licking, but asked in between licks, “If you can get all the doctors back, I could stay with you for the rest of my life.”

“Well Carrot’s, Cheerilee’s and Applejack’s changelings are hunting them and the other ponies that had ran away right now. So it won’t be long.” Rouge said as Carrot Top give the two a wink.

“Then I’ll be all yours.” Twinkleshine then started to eat Rouge’s pussy out.

“Oh. Oh yes. I am glad to have you and one day Twilight will soon love to be mine as well.” Rouge said while moaning in pleasure.

Twinkleshine plunged her tongue deep inside of Rouge’s pussy, caressing her legs.

“Oh yes. For your first time. You are a master at this.” Rouge said moaned as her hips bucked from the pleasure. Twinkleshine sped up, her left hand still caressing Rouge’s leg while her right pinched Rouge’s nipple. “Don’t stop.” She added while panting in bliss. And Twinkleshine didn’t.

“You are really good at this.” Clover said to Twinkleshine while fingering herself as she see Rouge cum all over Twinkleshine’s face.

“That was amazing Twinkleshine.” Rouge said while panting.

“Anything f-for y-you…” Twinkleshine said shyly.

“Good. Then could you help Rainbow and Fluttershy in making Twilight cum just to stop her crying.” Rouge said to Twinkleshine while resting on the ground.

“A-as you wish…” Twinkleshine stood up. She walked over and started licking Twilight’s pussy. Twilight continued to sob.

“Please let me go! I don’t want this!”

“Cum for Twinkleshine then I will think about it.” Rouge said from where she is laying. A while later, Twilight screamed as she came.

“Oh, a screamer~” Cheerilee teased as she, Carrot and Applejack made Derpy cum.

“I love it when you cum on me Derpy.” Carrot Top said as she lick the cum off her hand.

“Please let me go…” Twilight begged weakly. “Take my horn, my cutie mark, just please let me be free…”

“Hmm.. Now why would I just want your horn and cutie mark when I can have all of you.” Rouge said as she giggle.’

“Please…” Twilight teared up. “I’ve already suffered enough… Kill me or let me go, I don’t want to live like this.”

“Hmm. Could just shot you with the bimbo gun but no. You are still useful as a egghead.” Rouge said sitting up. “Plus I have enough blood on my hands.” She added.

“Forcing me to have sex is better!?” Twilight growled. “I have nothing to fight for! My family is practically gone, and my friends don’t care about me! There is no happy ending for me besides living alone or dying!” Twilight screamed, barely holding back her sobs.

“Would you like me to make you into a mega bimbo then? Because that what Luna picked after she heard about her sister’s death.” Rouge said sadly while Dashie and Fluttershy was hugging Twilight.

“I want to live or die, I’d never let my body become you toy willingly. You want to be better than Celestia, but at least she gave her enemies mercy. You just want to fuck me!” Twilight glared. “You’re not a good person, and that’ll be your downfall. Not by me, but by your lust and disregard for life! You raped me!”

“Mega bimbo it is then. Fluttershy could you go get my gun.” Rouge said to Fluttershy who went off while still naked.

“No! No! Please, I’ve lost my mind for too long! Don’t you dare do this you bitch!” Twilight screamed.

“I wish I didn’t have to do this but you left me no choose.” Rouge said with a sad sigh as Fluttershy returns with the bimbo gun which Rouge up.

“Please! I won’t speak out again!” Twilight was terrified. “I-I’ll do anything!”

“Anything?” Rouge asked with a rise eyebrow.

“Yes, just please don’t make me a mega bimbo… I already lost my life…” Twilight muttered.

“Good girl. Just make sure not to step out of line again or you will become a mega bimbo like Cadance and Luna are now.” Rouge said as she put the gun away.

Twilight teared up even more. “O-of course…”

“Of course what?” Rouge asked while her hand is over the gun.

“O-of course… Mistress…” Twilight choked out.

“That’s better. Now go and clean up and be ready for bed.” Rouge said happily.

“Okay…” Twilight said humiliated.

“Good girl. Oh and have Clover and Rainbow go with you to drink more of your breast milk you are still making.” Rouge said as she notice Twilight’s breasts are getting bigger from all the milk.

As Twilight, Clover and Rainbow left, Peridot walked over to her sister. “Rouge, you’re being too cruel. You don’t need any more maid. She’s your sex slave.”

“Well I can’t be too kind all the time. I sometimes have to be cruel just to keep some ponies from stepping out of line. Besides I do not wish to end Twilight’s life her smarts are far too useful to waste.” Rouge said sadly as she got her clothes back on.

“And the mega bimbo threat?” Peridot asked. “Using higher settings makes the target… Stupider. Look at Rainbow for example. That, plus what Sunset has done might’ve caused serious damage. She’s not fit to help us, and forcing her just doesn’t sit well with me. If she committed a crime, maybe I would encourage you.”

“Well we could have her see a doctor to look for damage or just keep her in the castle for her to rest.” Rouge suggested.

“Rouge, if what you continuously put her through kills her, don’t drag me down with you. The Bimbo gun is irreversible, and firing multiple times that fast, or at all could break her completely.” Peridot said. “The gun is still a weapon, and you’ve been abusing it. Using it on ponies who don’t deserve it.”

“Well then what do you suggest to keep Twilight in line and from killing herself?” Rouge asked while giving Twinkleshine a little tickle on her neck. “Beside I can alway use the gun on former noble mares we had arrested.” She added.

“Maybe since she’s forced to obey you, you should’ve commanded her to not kill herself and not tell her to clean up in a bathroom with dozens of ways to commit suicide. Or you could’ve let her go.”

“If she is damage like you said she might be. Then it will not be safe for her to be let go of.” Rouge said with a frown. “So command her to not to kill herself is for her own good.” She added as Twilight, Clover and Dashie come back into the room.

Twilight seemed distant.

“Twilight I command you no matter what happens don’t kill yourself. Do I make myself clear?” Rouge asked Twilight who’s breasts are now leaking out milk from how big they have gotten.

“Y-yes…” Twilight said. Rouge noticed her arm was bleeding from a cut.

“Oh dear. Fluttershy could you go get the medkit?” Rouge asked Fluttershy who already has one in her hands as she gave it to Rouge. “Thank you. Now let deal with that cut of yours Twilight.” Rouge said as she clean the cut on Twilight’s arm. She also noticed other cuts along Twilight’s other hands fingers. “I think will command you not to cut yourself as well.” Rouge said with a sad sigh as she bandage up the cuts.

“Why would you care…?” Twilight asked.

“Because I am a ruler of Equestria and a ruler needs to care about her subjects. To show them both kindness and cruelness.” Rouge said while giving Twilight a hug. The unicorn, though, shoved her off.

“That’s not what being a ruler is about! Does a parent hit their child!?” Twilight glared.

“She has a point, being nice and mean is just being two faced.” Peridot said.

“Well a parent has to get mean in order to stop their child from becoming a spoil brat if the parent was nice all the time.” Rouge said.

“And raping me, forcing me to work for you is helping me how!?” Twilight screamed. “I just wanted to be left alone!”

“The state of mind you have put you too risky to be left alone. Plus I was not the one who rape you.” Rouge said.

“You brought me into this! You drugged me! I never wanted to be yours! I was so close to being happy…” Twilight choked on her words, sorrow breaking her. “You’re the reason I’m in this state!”

“I think we all should go get some sleep and deal with this with clear heads.” Rouge said as she look for a sleep spell in her book.

“Don’t you dare-!” Twilight started but was cut off as Rouge used it on her.

“Oh come on. Dash, Fluttershy, Cheerilee, Carrot, Twinkleshine and I haven’t cum yet.” Applejack whined as she watched Derpy being dominated by Carrot Top.

“I will like help you cum AJ.” Dashie said as she walk over to Applejack and start licking Applejack’s pussy.

“Oh man! You’ve gotten good!” Applejack said. “Would you like to become one of my broodmares?”

“Like I don’t know. Would I totally have sex all the time?” Dashie asked while licking faster.

“Whenever you want~” Applejack said.

“Then totally sign me up.” Dashie said happily as she lick faster.

“So, when are you two going to marry already?” Cheerilee asked Carrot Top.

“Don’t you mean when all four of us are going to get marry?” Carrot Top asked Cheerilee with a wink before going back to dominating Derpy by pussy licking.

“I-I’m not g-gonna l-l-last long!” Derpy said in a high pitched voice.

“I am counting on it.” Carrot Top as she pinched Derpy’s breasts while licking faster. Derpy yelped, bucking her hips as she came. “You taste so good Derpy.” Carrot Top said happily as she lick up the cum before going back to licking Derpy’s pussy.

“I love you Carrot…” Derpy said.

“And I love you too Derpy.” Carrot Top said as she made Derpy cum again.

“Y-you c-can s-stop now…” Derpy said. “I could help you…”

“Ok and with what?” Carrot Top said as she stop licking Derpy.

“You Haven’t cum…” Derpy shyly remarked.

“Then make me cum.” Carrot Top said as she stick her pussy into Derpy’s face. Derpy went at it like a pro. “Oh my Celestia! That feels sooo good.” Carrot Top moaned in pleasure.

Peridot grumbled as she left.

“Where are you going Sis?” Rouge asked Peridot while placing Twilight onto her bed.

“To work. Some of us don’t need to sleep.” Peridot said.

“Oh yeah. Well could have a lab ready for what I have got plan for Twilight?” Rouge asked Peridot.

“The lab’s already ready. What’s your plan?” Peridot asked.

“Rewriting Twilight’s memories.” Rouge said simply.

“What!?” Peridot yelped. “Why!? That’s what makes her Twilight!”

“It’s the only thing I can think of to fix her damaged mind and stop her from being so sad.” Rouge said sadly.

“She’d be sad living with us, her fucking brother is dead, her father is dead, her mentor is dead, her world as she knew it is gone, rewriting that is

“I will just rewriting some of her memories so she can be happy.” Rouge said.

“Rouge, you can’t make someone happy. If you insist on making her stay permanently, then show her that you care. Forcing her into a gangbang isn’t really something someone who is responsible for the death of her brother and mentor would want to do if you want her happy.” Peridot said. “If you want her like that, then try one on one time. Just the two of you.”

“Ok Sis. I could get her some books to read.” Rouge said to Peridot.

“And if you want to have sex with her, do it without help.” Peridot said. “Now, I need to go clean out some cobwebs before waiting for morning.”

“Ok Sis. Oh before you go could you bring Spitfire with you? I think the suit has finish reprogramming her.” Rouge said looking back at Spitfire.

“Okay.” Peridot sighed, grabbing Spitfire’s leg before dragging her out.

Rouge noticed the Changling had fallen asleep besides Carrot Top, who came over Derpy’s face. She also felt Twinkleshine rubbing her clint.

“Come on Twinkleshine time for bed.” Rouge said as she pick up Twinkleshine and bring her to the bed.

“Please mistress, one more round~?” Twinkleshine begged.

“Hmm. Ok only because you asked.” Rouge said as she French kiss Twinkleshine on the lips.

To be Continue.