Author's Note

Okay, if you came expecting lots of sex that's not here.
Maybe next chapter, but I dunno. This one took a while to write.

New Friends?

Sunset Shimmer breathed a sigh of relief once she regained her bearings after her Teleportation spell successfully put distance between her and where she was just moments before; The Changeling Hive. She gave a shudder as she thought about what she had seen. Mares being... Used buy Drones... Princess Twilight naked... That Queen and her... Sunset shook her head to dispel those thoughts, ignoring the heat in her cheeks.

After checking her bags to make sure she hadn't lost anything, which thankfully she hadn't, Sunset surveyed the area. Wherever she was in Equestria it wasn't civilization. There were hills and mountains to the east and grassy plains to the west. There was a path nearby, and trees sparsely dotted the landscape. Sunset knew she'd have to lay low, no way to know if The Changelings could track her. She needed to find somepony to give her more information.

Fortunately, hopefully, there was a trio of stallions heading her way, an earth pony stallion pulling a wagon, with a Unicorn riding it, and a Pegasus swooping down beside them as they stopped to greet her. Though they didn't seem hostile Sunset felt slightly uneasy as they approached. They each wore simple clothing, Earth pony guy had a cowboy looking hat, and a strange looking metal stick.

"Uh, hi there... My name is Sunset Shimmer, do any of you know what's going on?" She asked nervously.

The stallions looked at each other then at Sunset before the Unicorn, and possible leader of the group, spoke up.

"Well aren't you a sight for sore eyes mam, my associates and I were looking for somepony just like you. My name is Sparkler, these fine gentlecolts are BruteStrength (Earth Pony) and Zigzag. If you're looking for sanctuary we can take you to good ol' Appleoosa, where pretty much everypony is headed if they're smart." Sparkler spoke fast, clearly a consummate sales stallion.

Sunset didn't see much choice, this was the best chance for finding out how she could set things back to normal, or at least get back to the human world. However, something seemed odd about these stallions. Their weapons looked like stun-sticks, not the kind of weapon that could take on a super charged Changeling drone... No, this is what you used to subdue something smaller. Sunset took a small step back, but kept up a friendly tone.

"I'm glad to see more ponies out here, and you guys seem trustworthy, but I think I'd be better off traveling alone, I'd probably slow you down anyway." She said.

The stallions friendly expressions turned significantly less friendly as the drew their metal rods, the ends glow and hum with magic. Brute and Zigzag began to move toward Sunset, spread out so her sides were cut off, with Spark approaching from the front. Sunset gave a sigh and charged a quick concussion spell into her right fist, punching the ground and creating a shockwave that knocked back the three stallions.

With them slowly getting up Sunset turned and ran in the opposite direction hoping to lose her pursuers by taking a quick turn into the woods, unfortunately the canopy had plenty of gaps to see through, and the trees were spaced pretty far apart, so she'd have to find a more permanent solution to escaping these stallions. As luck would have it she runs into somepony who might be able to help.

As Sunset was looking back to see if she was being followed she ran straight into another figure, both landing on their backsides. Sunset looked to see who she'd bumped into was surprisingly another stallion, though this one was probably better looking. They both stood up and Sunset quickly charged another spell in case this new stallion was hostile.

"Who are you, you with those other guys from Appleoosa?" She asked quickly.

"Appleoosa? No way, those guys are the worst. If you wanna escape those guys you need to come with me, I know a safe place." He said, offering his hand to her.

Sunset took a moment to look this stallion over. He was a Unicorn, smokey grey coat, dark blueish eyes, more of a lean muscular build, made for balancing speed and power, his cloak obscured most of his body, but he was tall, at least six foot five. His expression was earnest, not deceptive like Sparklers. Sunset took a breath before nodding and taking the stallions hand, right as the trio of Appeloosa stallions closed in.

"Don't let her get away boys, she's bound to be worth... Aw fuck, not this guy!" Sparkler cried out in fear as he saw who was with Sunset.

The other two stopped dead in their tracks, not one dared step closer for some reason. The mystery stallion merely shrugged as his horn glowed a translucent smokey grey before a brilliant flash that nearly blinded the Apploosa trio. When they looked at the spot there was no sign of sunset or her mystery acquaintance.

"Boys... Let's agree to not say a word about this when we get back." Sparkler said, with no argument from the other two.

Sunset looked around at her new surroundings after the flash of the mystery stallion's teleportation spell. They were in a much denser forest now, nowhere near their previous location. If Sunset didn't know any better she'd say they were in the Everfree... Which made Sunset shudder after a brief flashback to her recent camping trip... And that weird guy who was hitting on Human Twilight. Once she'd gotten her bearings Sunset Realized her mystery stallion was on his back, panting from exhaustion.

"Are you alright Mr..." Sunset asked/

"Huh? Oh, I'll be fine, that spell hit me harder than usual, normally only teleport a few miles at most." He said, slowly making his way into his hooves.

He brushed himself off and offered his hand for a handshake.
"Name's Somber Shade, but most folks call me Shade." He said with a friendly grin.

Sunset gently shook his hand, figuring he was harmless enough. His grip was surprisingly gentle, Sunset noticed.

"Nice to meet you Shade, I'm Sunset Shimmer." She replied before letting go.

Shade gave a small nod before leading Sunset down the path they were currently on.

"Well Sunset, I'm glad I was as far south as I was, never expected to meet somepony out there, let alone a mare who wasn't from the hive, or Appleoosa. Princess Twilight told me about the Human world, but I figured you'd stay there." He said as they made their way.

Sunset paused before responding, since she'd never heard of this guy.

"How do you know Twilight?" She asked.

"It's a long story, but to put it bluntly I was kinda dead for a thousand years and came back after somepony broke the spell. Twilight helped me assimilate into the new world. Now it's all upside down, and I live here." He said pointing toward a clearing in the trees.

Sunset was about to tell him that that hardly explained anything but she was in awe of what she saw. It was a castle, THE Castle, and despite supposedly being abandoned for a thousand years it looked like it'd been under heavy renovations. There was still damage to a few side towers, but other than that it looked fine, still mostly deserted but fine. As they made their way closer Shade explained.

"I was brought back to Equestria about a year ago, after Discord was reformed but before that Tirek guy showed up, he was a jerk. Sucked up my magic after a pretty awesome fight. Anyway after the elements went back into the tree of harmony I decided to help organize the renovations to the Castle, since Twilight was busy, and we were nearly done before the invasion started. Now I can't finish but it's not in danger of falling on out heads." He said.

"Alright, that's good I guess. The Changelings and Appleoosa stallions can't find this place can they?" Sunset asked.

"No, the Tree generates some kind of natural barrier, keeps the Changelings out. As for the other stallions, I doubt they'd survive the forest. They'd be chased out within minutes. So me and my friends are safe, and I go collect supplies when I can. Fortunately what I gathered today will help me start on a sustainable farm." Shade replied.

As they crossed the bridge to the castle ground Sunset felt a strange tingle run through her body.
'Must be the barrier' she mused as they headed inside the main hall.
The main hall itself had been converted into a storage area, with halls leading to other wings and doors in the back that lead to the courtyard. Shade took his cloak off and set his shoulder bag on a shelf, revealing his simple black shirt and navy blue jeans.

"Lemmie introduce you to the girls. GIRLS, I'M BACK!!!" He shouted, using a voice amplifying spell.

Sunset covered her ears and winced, but fortunately wasn't too phased by the noise. However she was not expecting to see who came into the main hall: The Dazzlings. Adagio Dazzle with her big, curly hair of orange and yellow was first, wearing a purple long sleeve blouse and light blue yoga pants. Then Aria Blaze stepped in, her hair neon purple and blue twin-tails, wearing a white t-shirt under a black leather jacket with black jeans that had holes in the knees, with black and white striped elbow length fingerless gloves. Finally Sonata Dusk skipped inside with her neon light blue with dark blue highlights in its usual pony tail, wearing a pink sweater and dark purple skirt that ended just at the knee.

What struck Sunset as most odd was that The Dazzlings were... Ponies like her, not sea creatures. She also noticed they were each a Unicorn, a Pegasus, and an earth pony respectivly. The Dazzlings themselves were all shocked (Though it took Sonata a sec to catch up) to see Sunset.

"What're YOU doing here!?!" They all said at once, save for Shade who was a bit confused.

"What, you know her?" He asked, pointing to Sunset with his thumb

Adagio nodded, stepping forward to explain.

"Yes, she was the one who helped Princess Twilight stop us from taking over the Human World. After we lost out Siren powers we were finally free of the amulets curse, so we went home, only to find out OUR time had long since passed. That's why we were so eager to help out around town, so that maybe we could find a place in this new Equestria." She said before facing Sunset.
"We're all deeply sorry for our actions Sunset, and I understand if you don't trust us." Adagio said, looking down.

"Oh... Adagio, I had no idea. You don't have to apologize, I forgive you. All three of you, I know how magic can mess with your head if you try to abuse it." Sunset replied warmly before hugging the other girl.

As this exchange went on the other two former sirens approached as well, Aria with her arms crossed and her usual angsty expression. Sonata smiled and joined in the hug, followed by Shade. Aria merely sighed at the mushy display.

After the group hug broke apart Shade lead the group down one of the left halls into a sitting room he'd renovated and furnished before the invasion. There were several comfy chairs, a couch, and a large coffee table in the center of the room. Shade took one of the chairs while Sonata and Adagio took the chairs beside his, Aria lounged on the couch, and Sunset took a chair across from Shade.

"So... How did things get like this Shade? What happened to our world?" Sunset asked after taking a moment to think.

Shade took a deep breath in and out before he went on to recount the Invasion, at least what he saw. The Changeling's blitzed the town, knocking all the stallions out, and once they woke up: Every Mare in town was gone. The Dazzlings had been at The Castle (Since they basically live there) so they weren't even aware of the initial attack. Shade then explained how since no pony knew what had happened, blame had been put on the male citizens of Ponyville, and all of them were arrested and thrown in the dungeon. Many stallions were enraged by this, while others simply missed those who had been taken, Shade himself was just hoping his friends were okay.

Of course, Shade went on to explain, the truth was eventually revealed as more towns and settlements were hit. It was the same story, mares gone, stallions with no idea where they went. Once the Princess's figured out who was responsible it was too late, only Canterlot and The Chrystal Empire were left, and Canterlot fell after an unsuccessful coup led by Flash Sentry somehow lead to The Princess's being taken as well.

"Flash? Why in the world would he do that?" Sunset asked.

"Honestly I have no idea, something about the invasion changed him. Made him more cruel and sadistic... But fortunately he's still unlucky and messes up constantly, last I heard." Shade answered.

Shade continued to explain that the Crystal Empire and Appleoosa were the last bastions, and things weren't going well. Mares were tired of being cooped up indoors, or the mandatory curfews, and rumors from Appleoosa were most distressing. Apparently whoever was in charge was stripping mares of all rights and reducing them to mere slaves. Things weren't much better once the Changelings attacked full force after managing to sneak Cadence away.

They managed to repel the invasion force, but it had taken its toll, most of the front line stallions had been grabbed and carried off rather than killed, Shade's tone suggesting he'd seen it. The final straw was the mist, turning Stallions INTO mares.

"Worst part wasn't them turning to Mares, it was how aroused they got, like it was heat season and they all got hit by a trainload of hormones... I'm lucky I was out scavenging when it hit, but I had to leave them, the Changelings were coming and I had to escape. Ended up teleporting to Ponyville, found Sonata scavenging herself and invited me here. Rest is history basically." He concluded.

"So you three trust Shade, after what the other stallions have been doing?" Sunset asked.

The Dazzlings nodded, Aria explaining: "We never saw what they did, just rumors from mares passing through, none of which wanted to stay here for whatever reason. Their loss, this place isn't too bad."

"Besides, Shade is really nice! He's always going out to get stuff so we don't have to leave the barrier, and he's got a big Mff!" Sonata spoke before Aria jumped from the couch to cover her mouth.

"HEART. Shade has a big Heart." Adagio said slightly nervously.

"O...Kay... Um, it's been kind of a rough day, is there a room I can set my stuff in and rest?" Sunset asked.

"Sure, down the hall to the left there's an empty bedroom, third door on the right side from here." Shade said.

With a small nod Sunset stood and headed out into the hall, stopping passed the door briefly to hear if they'd say anything.

"What the FUCK Sonata? You wanna just announce to the world that you and Shade are fucking?" Aria hissed.

"Well, no... But so do you and Dagi, what's the big deal?" Sonata asked innocently.

"Look, both of you stop. It's none of Sunsets business what any of us do in out privet time, just like it's none of our business what she does. If she shows interest I'll let her know our... Arrangement... But for now I don't want her to think we're some weird sex cult or something." Shade spoke firmly.

The three mares mumbled in agreement as Sunset quickly made her way to the vacant room. Her cheeks were bright red as she closed the door and dropped her duffle on the floor next to the bed. Her mind was racing as her mind showed her lewd images of Shade and the different Dazzlings being intimate. It didn't help that she did kinda think he was cute... Shaking her head Sunset pushed those thoughts away and opened her bag, grabbing her magic book to inform Twilight of the situation.

Twilight,

I'm in Equestria and it's pretty bad, don't know how long I'll be gone. It seems like time moves at different rates than back home. Hopefully I'll see you and the rest of our friends soon, until then know that I miss you all and I won't forget you.

Your friend Sunset

Sunset closed the book and set it on the bed next to her before laying back on the bed and looking up at the ceiling. She had a lot to think about, she had no idea how to fix all that had happened in Equestria, no idea how to get back to the human world, and more recently how to feel about her new acquaintances relationship dynamic. With a Yawn she sat up to take her jacket off, standing to set it on a nearby dresser along with the magic book, then climbed back into the bed, closing her eyes to rest after such a long day.

Sleep may not have been the smartest idea, since as she drifted off, her dreams began to change from their usual innocent if strange in a dream way manner into something more... Erotic. She found herself back in the hive, only she was naked now! She tried to cover herself only to find her limbs wouldn't respond. Her attention was drawn to somepony standing before her: Princess Twilight. The Princess was still naked, and her expression was more of a sheepish smile.

"Sorry about this, Luna's still kind of a prankster even now. This was the only way to talk to you that wouldn't arouse Queen Chrysalis's attention." Twilight explained.

"What in the pits of tarturus is wrong with you Twilight!?! Why are you acting like everything is just awkward instead of royally messed up? Why are you and most of the mares in Equestria willingly letting yourselves be used by Changelings?" Sunset asked, clearly irritated.

"Sunset... It's not like that. We chose this life, we're happy. Before we were all repressed and unable to express our true desires. The Changelings freed us from societies restrictions. Please, you have to understand that we're genuinely happy. You might find that you enjoy giving yourself to another, having them care for you, and make you feel like you're the most desirable mare in the world." Twilight said, blushing bright red.

Sunset had to admit, it sounded nice... she was so used to being the one in charge, making decisions... And it's not like there were guys lining up to ask her out after The Fall Formal. But she couldn't see herself perpetually naked, collared, and at the beck and call of an entire hive and their insane queen. Sunset looked at Twilight and sighed.

"Twilight... I hear you, and I believe you. I can tell you and the other mares I saw are truly happy, but I can't just give myself like that. There's got to be a way to bring back harmony." Sunset said with a sad smile.

Twilight nodded and sighed in resignation.

"You're right Sunset. I can't force you to join us, and even then we weren't supposed to be here this long anyway. I'll talk to The Queen in the in the morning. We all want Changelings and Ponies to live together with the other races. Until then I have one piece of advice: Try to enjoy your time here, sex is actually pretty fun." Twilight said, ending with a sly smirk as the dream faded away.

Sunset sat up in her bed with a gasp, blushing deeply. She stood and shook her head before looking out the window to see it was nearly dusk. Finally catching her breath Sunset blushed deeper when she realized her panties were soaked. Sunset shuddered as she realized her body had unconsciously become aroused, that in spite of being mostly opposed to all that's going on, some part of her was turned on by it.

Sunset bit her lip as she began to undress, setting her worn clothes in the corner. She took a moment to look at her body, noting that she was certainly more toned and firm than when she was human. Her breasts were a bit more full, and as she looked back she saw her backside was more toned. Her stomach was smooth and flat, and her legs were long and slim. Once she'd gotten used to her body she slipped on a new set of under garments, black and lacy, and over that a blue t-shirt and black pants.

With her clothes changed Sunset stepped out to see where the others were, surprised to see a tray of food in front of her door. Apparently somepony had made oat burgers and salad, and left a tall glass of cider. Sunset decided to eat before heading out to see the others, realizing she was hungry. As she sat in the sitting chair chowing down she heard a buzzing from the nearby magic book. Reaching over to get it she flipped it open to read the message.

Sunset
Glad to hear you're alright. Hope you're able to fix what ever is going on in Equestria, until then I'll make sure to keep your assignments saved for when you get back.
Sincerely, your friend, Twilight Sparkle

Sunset smiled as she read the neat handwriting from her friend. After setting the book back and finishing her food Sunset headed out into the hall to set her dishes to be washed. Strangely, as she looked around there didn't seem to be anypony around. She found the kitchen empty and freshly cleaned in one of the halls across the main room, and as she headed back to her room she heard a faint noise. Following it she could make out voices, and eventually she found the source.

The voices were muffled but sunset could make out one masculine voice, probably shade, and a feminine voice. Curiosity getting the better of her Sunset kneeled to peek in the keyhole and nearly gasped at what she saw. Inside the room, from where Sunset could see at least, were Shade and Adagio, both naked with Adagio sitting behind Shade on the bed. She seemed to be rubbing Shade's back, massaging it while they spoke.

Sunset bit her lip as she stepped back and quietly made her way back to her room. Her cheeks flushed as her mind kept showing her every detail of what she had seen, from Shade's toned chest and arms to Adagio's breasts (which were a bit smaller than Sunsets) capped with light pink nipples. These lewd thoughts followed Sunset back to her room, where try as she might she couldn't fall asleep.

It was nearly midnight when Sunset decided enough was enough. Her hands began to travel up her stomach under her shirt to cup her bra clad breasts, fingers tracing the lace patterns. She bit her lip as she imagined what Shade and Adagio might be up to at that very moment, squeezing her legs together as she bit back a soft moan. After a few moments she sat up and quickly threw her top off before unhooking her bra and setting it aside. She now cupped her bare breasts and gave a sigh as her nipples hardened. She teased her sensitive nips with the tips of her fingers before giving both a firm pinch, enticing a slight squeal from the fiery mare.

Next for her self gratification was her lower region, and Sunset wasted no time in working her pants and panties off and moving up to rest her head against the headboard as she spread her legs. She ran her hands up and down each inner thigh, teasing herself more than she needed. She was already plenty wet, but she wanted this moment to last. Her right hand slowly creeped down until finally she brushed against her outer lips. This action sent a shiver up Sunset's spine, making her hum in anticipation. She slid two fingers on the outside her her smooth outer lips slowly, her free hand moving up to play with her breasts.

She played like this for a few minutes, occasionally teasing her now erect little clit before finally pushing one slender digit inside her quivering inner walls. She thrust it slowly inside her before pulling out only to push it back in. She curled it to rub her inner walls more, letting out more soft moans as she hit a particularly good spot. Next she added a second finger inside her slick inner walls, adding to the stimulation. Sunset arched her back and let out a louder moan as she sped her fingers thrusting, feeling a pressure build inside her core.

Sunset lowered her free hand to tease her clitoris as she neared her climax, Letting out even louder moans. She was getting closer and closer to the edge, her mind showing her all manner of erotic images like nude mares and stallions in intimate embrace. She gasped and moaned with her back arched, eyes closed tight as the pressure built inside her. The pleasure she gave herself bubbled and built as Sunset thrust her fingers faster and harder before directly and gently rubbing her thumb on her clit, sending the final jolt of pleasure to send her over the edge.

With a final cry of ecstasy Sunset came, her body shuddering as her fluid gushed from between her legs as her mind was flooded with orgasmic bliss. As she relaxed on the bed she laid there catching her breath she opened her eyes briefly to look down at herself. Her coat shined in the moonlight, her body exposed and open. She realized something... She enjoyed this more than just self gratification. It felt kind of liberating to be naked.

With a yawn Sunset pulled the blankets over her, worn out after the long day and recent orgasm. She curled up on her side, closing her eyes and giving one last yawn before letting herself drift off to sleep. As she slept her dreams remained untouched, though Sunset didn't notice. Her dreams were simple, innocent even. She dreamed of her friends, and her memories of the world of humans. The morning came and Sunset awoke to a brand new day, full of possibility... Right after a quick fingering.

In the hive, Chrysalis sat on her throne, gently patting Twilight's head.

"So, you think she's coming around?" She asked her faithful Pet.

"I believe so, it's not like we needed to do much. She's already just as repressed as the rest of us were, on top of that The Human World was even worse. I just explained my side and now she's considering the options." Twilight answered.

"Good work my pet, you've done so well. You've earned your reward.

To be continued...