Somewhere in Cloudsdale

Obviously, whatever disease Blueblood came down with had to be cured ASAP. For Cloudsdale was a far different place than it was before. Some might say that only the maddest of minds could have come up with it.

The first problem was the traveling system. Connecting to every cloud was a railway that had laser beams for guardrails. When questioned about this, Blueblood claimed it was to keep the Pegasi in line. Also, he said something about a monkey before going back to his 555th cocaine pile.

Skill was now required for every single innocent trip in the sky. The passport system to the ground was also out of whack. Pegasi and the like had to solve sudoku puzzles just to get through. Yet another idea Blueblood came up with while worshiping the mountain of white insanity he had stocked up on.

No unit was hit harder, though, than the Wonderbolts. They were torn apart by the authorities. Figuratively, that is. They were replaced by a robotic team that called themselves Swag Force. The idea was to create a far more flashier and 'New Age' display that served to stroke the ego of the current ruling staff.

Thousands were injured when they saw a pony in the audience drinking from a beverage that wasn't Blueblood approved. Yep.

In one of the houses, one important member of the former team could just not stop looking at a pic he took of himself during his glory days. He had ones of the team, yes, but this one reminded him of when he was...alive.

This was Soarin, the Second-In-Command of the Wonderbolts. Or something like that. Nopony really got that. That aside, he had just the right physique for a Wonderbolt. Muscular, but lean enough to glide gracefully through the air. The tight Wonderbolt suit he still wore (even as of this scene) was also a good distraction against enemy fliers, especially male ones.

Soarin was well aware he looked quite feminine and recently, just before Blueblood got into power, he admitted to liking stallions more. His team accepted that fact with open arms, nonetheless.

"We done good, team. We done good." He sighed as he scarfed down the last piece of his pie. "What I wouldn't give for the good ol' days. Back when I didn't have to worry about my wings getting singed by my own town."

He also wished a certain someone would drop by. His team would be a welcome addition, but there was some stallion he met while on tour that he swore he would never forget. He remembered their parting conversation before everything went to Tartarus. The location was kind of fuzzy in his memory, but maybe it was a bar...or a saloon. Whatever.

Some Time Ago

'So, when should we this again?' The other stallion asked as they laid in bed.

'I dunno. Maybe Thursday. When this whole election blows over.' Soarin said. 'No pun intended.'

"Nah, pardner. It's okay.' The other gave him a peck on the nose. 'I'll be waiting.'

'So will I.' Soarin held his hand. He couldn't help but act this silly. He was just so beautiful. And inventive, considering their usage of a lasso and the Pegasus's goggles.

Present Day

Soarin couldn't help but reach down to his loins without thinking. His suit may have been pretty modest, but the tightness was sometimes too much for his junk. He began to feel around it, pretending it was his lover.

Coincidence: a remarkable concurrence of events or circumstances without apparent causal connection.

That word was the exact one to use in this scenario, as a certain stallion burst through the door and immediately began to bolt the door with various objects he could find. Tables, lamps, a whole stack of Pegasister Magazines, a massive replica of one of the pies Applejack made...

"Oh. Hey, Soarin. Great to see you." The stallion breathed as he adjusted his hat once he was done.

Braeburn, the proud member of the Appleloosa, had been facing his own troubles back at home. Though they have been kept safe from Blueblood's reign due to being isolated from normal Equestrian rule (that and the new ruler was kinda lazy that way), a horde of terrifying monsters came their way, right out of the blue. The whole town panicked and was eventually scattered.

"Wow. Thanks for the paragraph." Soarin said, gladly welcoming his unexpected guest and putting aside the lazy exposition. "Wait a minute. Are you serious? Monsters showed up? I thought the desert was bad as it was already."

"Well, it just got a whole lot worse." Braeburn sat next to him. "Still. I'm glad I ended up here. Managed to get past the security on account of one of them monsters."

"One's loose here?!" Soarin cried out.

"Nah, it was one of those small monsters. Managed to spook the guard enough for me to get in. The rest is probably handlin' the rest." His eyes moved down the bulge in the pegasus's crotch. "Speaking of problems..."

"Way ahead of you." Soarin smiled, his mood changing with the promise of a long awaited screw. He started to unzip out of his outfit, revealing his toned blue skin and throbbing black cock. It wasn't impressive as Big Mac's, but it was rather smooth.

"Now, you're talkin'." Braeburn smiled as he removed his ass-less chaps, revealing his yellow stallionhood. It was like Soarin's, only bigger in width. "Wanna be on bottom again?"

"I bet you already know." The pegasus breathed before he sloppily kissed the cowboy on the mouth. Braeburn returned it as their cocks touched, leaking precum onto the bed sheets.

Just Outside the Door

Indeed, the security had taken care of the flying monsters. The first wave, however, was easy compared to the larger ones that started to descend. But that battle is not what we're here for.

One particular guard was shooting everything in sight, not caring where the bullets led. The surge of power was just too much for law and order to get in the way.

"AW, YEAH! Hail to the king, baby!" He cried out as he continued his spree. Several monsters and pegasi were injured in the scuffle.

Suddenly, he felt something cold go down his shoulder. Something rather large was looming over him.

"Come to daddy." He smirked as he got his wits back. He turned and began open firing. The bullets bounced off the serpentine body as a pair of muscular hand grabbed his sides, causing him to drop his gun.

"What the hell?!" He cried out as he was lifted off the ground. No amount of struggling was going to get him out of this.

The lower half of the beast was a massive red python body. The tail swung back and forth as the hands lifted the victim to where the upper torso was. Said torso was like that of a stallion, but covered in bony plating. The head was the most disturbing feature. It was a massive centipede head with wicked mandibles. The monster had a name written across its chest.

Momma

"Put me down, you freak!!!" The guard screamed, his confidence dripping by the second, not that he would admit it. Momma simply tilted her head to the right. "What's the matter, you freaking stupid?!"

That seemed to tick off the beast. Rearing her head back, she lunged for his neck. Before he could even scream, her mandibles were clenched around his neck. As the blades slowly pierced into the sides, blood flowed from the stallion's orifices. It looked like his head was going to burst.

That didn't happen. Instead, his head popped off like a cork on a bottle. It landed somewhere in the distance, but what mattered to Momma was the body. A long straw-like appendage emerged from her maw and instantly sucked all the blood out. All that was left was the headless and now bloodless body.

Something caught her attention, though. Not the gunfire or the promise of more food, but the right to breed. Of course, she had a special kind of breeding in mind. It was what her body dictated after all.

Jumping from cloud to cloud (usually very clumsily), she reached her destination. She could hear copious amounts of moaning coming from within. With that, she had a peek.

Soarin bit the pillow as Braeburn's cock rubbed against the walls of his ass. He had been subjected to this 5 times already during their relationship (2 were due to drunk instances, though). It felt so good to have his smooth ass-cheeks be grasped so vigorously by Braeburn's strong hands.

"You know, huff...we should, huff...try something new after this!" Braeburn breathed as he pounded Soarin some more.

"Save it! AH! Just buck me like I'm your mare!" Soarin cried out in pleasure. His lover was riding him harder than usual after all. It got even better when one of Braeburn's hands grapsed around his cock and started to stroke it with the same amount of vigor.

Momma knew this was the perfect opportunity to start a brood. She went for the door and examined it for a bit. Doors were not common where she dwelt. Usually, a simple cave would do. Nevertheless, she prepared to punch it with all her might.

"Sweet Celestia!" Braeburn moaned. "I'm gonna cum!"

Soarin could only gasp with pleasure as he awaited the moment his ass was to be filled.

SLAM!

They froze into place when they heard that noise. Somepony was attempting to bust open the door. Somepony that was strong enough to gradually break the obstructions with each hit.

"Soarin, you think the guards found out?" Braeburn asked.

"Uh, no. Blueblood's an idiot, but he's not a bigot." Soarin said, remember one instance where several stallions called out his name in a suggestive way. The ruler was happy nonetheless when that happened.

SMASH!

The door gave way and Momma instantly closed the gap between she and her prizes. She let out a horrible hiss as they backed away.

"WHAT IN TARNATION IS THAT?!" Braeburn yelled. He had seen the monsters coming, but this one was just plain bizarre.

Soarin just responded by kicking the monster in the face...to which it just looked at him awkwardly.

"Ohhhhhhhhhhhhhhhh......buck." Soarin gulped.

Momma began by grabbing Braeburn by the arm and throwing him over her body. He landed on the floor violently before being pinned down by her tail. He struggled to move, but nothing came of it.

"Braeburn!" Soarin called out before he was grabbed by the monster. As he struggled, she examined his body. She ignored the now limp cock in favor of the rest of his features. Something in her mind clicked 'PERFECT!' before flipping Soarin until his back was facing her face.

"What...what are you doing?" He stuttered. She rose up, exposing more of her lower half. Somewhere there, a slit opened up. It was a vagina large enough to consume an entire stallion. The live demonstration was about to begin as Soarin could feel his hoofs and legs slip into the warm orifice.

"Please..." Braeburn breathed as his body took the pressure. "Don't eat him...."

Soarin would say something, but he was interrupted by how good it felt when his cock entered the walls of the massive pussy. He moaned as he was finally consumed, the slit closing as soon as his head slipped into her. A massive Soarin-shaped bulge was left.

Braeburn couldn't believe what he had just witnessed. What kind of animal does THAT?!

Before he could say anything more, the tail instantly coiled around him and he was now facing the placid monstrosity. A little voice in his head kept telling him to join his coltfriend in the belly of the beast, but his attention now focused on the appendage emerging from Momma's mouth.

"NO!" He cried out as the appendage poised to strike. Despite that plea, she struck his forehead, burying into it a bit. Rather than suck anything out, though, she began to inject some kind of liquid into it.

'What's it doing?' Braeburn thought as his mind was assaulted by new sensations. 'It's getting a bit hot here now...now, all I'm seeing is fuzz...Soarin....please...be alive...I don't want the thought of you dead to be the last one I...I...I can't think...just...white fuzz..."

And with that, Braeburn could only think of his lover. The rest was nothing but blank space. Even the ability to speak as robbed. Momma just looked at her handiwork and rubbed where Soarin was inside of her. He moaned for several reasons. One, her rubbing. Two, the fleshy walls covering him. Three...

...was the sudden growth of two b-cup sized breasts inside. His tone began to take on a higher pitch...

A Few Hours Later...

The guard just kept struggling against the monster's grip as she dragged him into one of the houses in Cloudsdale. The security was falling apart due to the attack and THIS had to happen to him. Was it Karma? It was just one Filly, for pete's sake!

He was thrown inside rather harshly by the monster and he got quite an eyeful as to what was going on.

Soarin had acquired a whole new body. It wasn't much different from his previous form (aside from being a bit slimmer), but he was now a full-fledged mare. Like Braeburn, who had just finished unloading inside of her, she had also been deprived of any thought other than sex and breeding. Their eyes were pure white and the only noise they made was nothing but eerie moans.

Speaking of breeding, she could feel her now-full belly tingle. Momma had been filling her with eggs ever since the transformation was complete. Braeburn had just finished fertilizing them. It would be a cycle that would repeat itself until they withered away.

Soarin kissed her mate as 4 large eggs slid out of her pussy. Momma gathered them in her hands and placed them in a gooey nest she had made for the upcoming brood. She would have to leave soon, but not before she could see these two handle her young in a way that would impress her enough.

The guard wanted out. Now. It looked like he was going to be next to become a mindless drone. Something even worse was awaiting him, though.

Braeburn set his sights on the male. He started getting closer and closer until his snout was breathing in front of the guard's neck.

"What...the hell...happened to you?" The guard asked, not knowing those were his last words.

Because all he could do was scream as Braeburn started to bite, claw, and basically tear him apart. Food...was served.

Were there more monsters like this? Hopefully not.

Author's Note

Theme of Momma:

Well, THAT was fragged up! Kinda sweet, but hey. I'm sure there's a fetish for this.

The next one's a bit more of standard clop. With Vampirism. Yep.