Celestia sighed as she stood outside the entrance to the prison, the long, cold stone staircase winding up to the surface behind her, the cold wall of rock in front. Over the last three days she'd learnt to despise these visits. She always felt like she was giving away more than she was gaining. Not for the first time (or the last, she suspected) she cursed Nightmare Moon's devious ingenuity. Never before had one of her creations given them this much difficulty, and one of them had been a giant spider for Faust's sake! And still there was that ever lingering worry, that the city would re-descend into madness at the very moment the shield fell. She'd seen Blueblood's condition, and expected it to happen either today or tomorrow. That hydra had better deliver on his promise soon.

He can't deliver if you aren't there Celestia, she chastised herself. Rubbing her forehead in resignation, Celestia opened the wall. Grudgingly, it complied. Stone dust rained upon her shoulders from the corridor, and she held back a sneeze. On the other side of the new opening, two guards snapped to attention. The smaller of them called out, "Good morning Princess! The prisoner was docile the entire time, no movement or complaints!"

Celestia raised an eyebrow as she stepped into the room and looked at Kaiscillius. Something was wrong.

It was subtle, but Celestia could see that the creature was tense, muscles coiled like giant springs, its necks like steel cables straining against the collars he wore. His breathing was heavy and his eyes looked wider than normal. And most telling of all, he wasn't even looking at her.

This may have sounded quite vain, but that made it no less true. Every time Celestia entered the room he couldn't take his eyes off of her, it was quite flattering really, but now... he stared straight at the ground, not moving a single muscle.

Celestia waved a hand at the two guards, "You may leave, Captain Lance will be arriving shortly with your replacements, I will keep watch in the interim."

The two ponies bowed low, and left the room in respectful silence. The balance of which shifted first to awkward, then to tense as time went by.

"Kaiscillius?" Celestia called to the frozen hydra, who started as though just noticing her presence for the first time, "What has gotten into you today? No greeting for me when I walk in the door, and not even a nod of the head since then? It is very unlike you."

Her worry deepened as she saw his main mouth flap open and closed without saying anything. She'd definitely never seen this creature speechless before, he always had a clever phrase or witty retort lined up.

Finally he said something, "I... I had a... dream."

Celestia blinked, "Is that all?"

Clearly this was not the response he wanted. He thrashed against his chains like mad, send giant bolts of lightning pounding into his back, "No, No, NO! You don't understand, something's wrong! So very wrong! I thought it was mercy, I thought it remorse! Perhaps it was, but never before! Why now? Why a dream now, with mercy as well? Does one good turn deserve another? She was not so sentimental as that!" The mad ravings ceased for a moment, breath caught in the creature's throat, "I... I can't feel her! Where has she gone? WHAT HAS THAT WITCH DONE?!"

The chamber trembled as Kaiscillius roared and raged, Celestia merely cast a small shield around her ears, guiltily sneaking a little bit of Sound into it to block out the worst of the noise. She was not one to be scared off by a temper tantrum. She did start to worry when the floor began to crack, though.

She backed away slowly from the howling beast, the electricity doing nothing to stop it as the walls, ceiling, and floor all started to fracture apart, lines spreading outward from Kaiscillius to reach around the entire cavern. She eyed the chains nervously as she saw the metal straining, the links beginning to bend, she readied a spell to protect herself before realizing that she needed the information this creature would provide.

And then it stopped. Like an earthquake it was there and rough and devastating, and then it was over. Slowly, Celestia dispelled the ear shields, taking care not to dispel anything else by accident.

The creature wasn't even breathing hard as it said, "I'm sorry, I was agitated. Please pretend that you have just walked into the room, and we will begin from there. Ah, Celestia! How lovely to see you again, you look unbearably fetching in that dress."

Stunned, Celestia looked down at herself. She actually thought she'd dressed quite plainly today, or at least in a predictable manner.

Turning back to him she said, "This is what I always wear Kaiscillius."

His smiles never failed to both unnerve her, and flush her with a dirty feeling of pride at being appraised like a particularly juicy candy in a sweets shop.

"Yes it is, Princess," he purred, and his meaning made red rise in her cheeks, but it was not long until she wrangled control of both the situation and herself.

"You will not brush off a fit of madness so easily Kaiscillius, what dream did you have that disturbed you so?" His smile didn't waver, but his one of his eyes twitched, and it seemed like he knew it too.

He sighed, "I dreampt I was on a hill, with a pony. The pony said, 'Thank you' and that was the end of the dream. Now, can we get back to our usual business of questioning?"

"Oh I am," Celestia said, beginning to pace, "Did you recognize the pony?"

She saw his eyes narrow, and his tolerant smile began to wane, "Be careful what questions you ask, Celestia, for some you may not wish to know the answer to."

"And why not?" She laughed, any information was good information, as far as she was concerned.

His tone may have changed her mind, "Because then you would pity me, and pity may stay the executioner's blade better than any argument. So when the time comes for you to drive a dagger into my heart, you may find yourself hesitating," he leaned forward, his voice a harsh whisper, "and you would be a fool to do so Celestia, because it is when you are weakest that I always strike," with this foreboding statement leaving his interrogator speechless, he leaned back in his chains, "Return to me in exactly six hours, and bring whomever you wish to. I have no more to say to you until then."

Celestia knew, then, that the conversation was over. She'd learned the previous day that Kaiscillius was either a chatterbox or had a jaw of iron depending on his mood. Still, no harm in trying, "Are you sure? Normally we talk for much longer than this. An hour or two at least. What is a princess supposed to do with two hours of free time?"

No response, just a measured stare.

"You'd be helping me out if you talked, I'd have to work if I leave here and I'd rather talk. You might learn some new tidbit of information!"

He snorted, "I knew everything I needed to know about you before I was imprisoned," the silence that followed was weighty, she could tell he was about to ask something.

"How is Twilight's friend, Fluttershy?" Celestia blinked in surprise. That... was not where she'd expected this discussion to go, she hadn't even known he knew about Fluttershy's condition. Though he had been hunting down the elements, it was no surprise that he-

Celestia stopped. She stopped and thought. She froze in place, she didn't move, didn't breath, only thought.

"How long," she started shakily, "have you been planning my defeat?"

He sighed, "I didn't kill her Celestia. I don't know who the nutjob that did it was, but I simply acted when the opportunity arose. It happens much more often than you might think, though it is a sad occurrence. And yes, I know its coincidental that the timing of my plans happened so soon after her death, and I went after the other elements, but you must admit that it's standard fare for villains these days. The initial event, the one that started this all, was not mine to perpetrate."

Celestia still didn't move for a while, before sighing and releasing all the tension in her muscles.

Damn, she thought, for a moment there I... but no. The body was found at the scene. I don't know where that came from. I suppose I'm still just trying to find someone to blame.

"I apologize Kaiscillius, for assuming you had a hand in it. But were it not for the body found at the scene of the crime, you would be the prime suspect. And it still could have been one of your agents, but no. You didn't have hooks in at the time, I would have discovered a shadow" Celestia rubbed her face, "Now I think I'm ready to end the conversation. Very well, I'll be back in six hours wi-"

"You didn't answer my question," he interrupted lightly, "How is Fluttershy doing?"

"Oh," Celestia said, "Much better, I believe. Discord's a better caretaker than he lets on, and he does love her so. You're very fortunate that it is not she you managed to apprehend, else you would have roused the ire of a creature much less patient than I. In turn I would ask you if you are aware of Applejack and Rainbow Dash? You obviously instigated the riot in the square to acquire them, are they safe?"

He smiled one of those smiles again, "Safer than you might think."

She nodded in thanks, and turned for the door. Today had been very interesting indeed, so far. It was only a while after she left that she realized she had forgotten to ask how he knew about Fluttershy at all.

Ten miles outside of the Canterlot Shield -

The carriage held a very awkward silence as it slowly trundled towards Canterlot. Cadence sulked in the corner, sticking her head out of the window to avoid looking at Shining, watching the rolling hills flow by, like a river of grass and flowers. They'd had another argument, they seemed to be getting more frequent as Canterlot approached like a dismal spire stretching up to the bleak sun. She'd already yelled at the driver to hurry up twice, which she also felt bad about, and was infinitely grateful that they were able to find a sitter for Flurry Heart in time to leave, for she had no doubt that a screaming baby would help absolutely nothing.

When Celestia had written to them of the danger that now surrounded Canterlot, Cadence and Shining had both brimmed with confidence that love would out. But it didn't feel like a spell. This anger, this frustration that made her want to just make gargling noises and flop around on a bed, it was hers. These were her moods, her complaints. Her fears. They didn't feel unjustified or extreme, they looked perfectly reasonable on paper, and Shining Armor was just being a ridiculous wall, not communicating anything he was actually-

Cadence let out a squeak as she felt something tickle her ribcage. She smiled angrily, the smile you give when you want to be mad, and shifted away from the touch. Another poke and she snorted, though she tried to cover it, and with another she was giggling. Soon she was rolling around the seat crying with laughter and desperately (half) trying to fend off the assault. Shining leaned down and she wrapped her arms around his neck and gave him a kiss. She couldn't stay mad at him, no matter how much she tried.

"Hey," he said, looking into her eyes, "We've been through worse, we'll get through this, somehow-"

"We're here!" The driver called,and a wave of blue energy passed over the two.

They both froze as relief flooded them like a dam had broken.

"Great Celestia..." Cadence said, "Was I really that angry about the choice of countertop we were going yo install?"

"I was that sullen about the milk delivery being too perfect?" Shining echoed.

They looked at each other, and both collapsed into fits of giggles at how ridiculous they were being.

"I was about to start crying out of the window!" Cadence laughed through the tears in her eyes.

"I was about to say that I wasn't going to talk to you for a week!" Shining chuckled.

He kissed her again, more playfully, and pulled her back up onto the seat.

"Don't want ponies to start getting the wrong idea, now do we?" He whispered to her as she started to wave at ponies out of her window, which made her hunch over with laughter again.

"Oh, I love you," she told him.

"I love you too," Shining hugged around Cadence's waist and kissed her cheek, before joining her in waving out of the window.

Just outside Ponyville proper -

"You know Fluttershy, we would be a lot faster getting to Canterlot in we went my way."

"And how do you want us to get there Discord?"

"Well, you see that pumpkin patch over there? Wouldn't they just make a lovely fleet of little orange air balloons?"

"They would also be nice to sell, which I'm sure is what that farmer waving at us plans to do."

"Doh, he can grow new ones!"

"Discord..."

"Oh, fine! Have it your way."

...

"We can buy one pumpkin."

"Oh, joy!"

A guard interrupted Golden Lance as he gave his report, whispering something in his ear, before saluting the Captain and Celestia, and leaving the room.

"Princess, it appears that Princess Cadence and Prince Shining Armor have arrived. We have also received word of a... pumpkin colored... airship."

"Oh, that'll be Discord and Fluttershy then."

Celestia had decided to visit the garden again. It felt much more calming than usual for some reason, a place she could always go to collect her thoughts. Somehow the Captain had found her, as he always did. He was very good at his job, and he and Luna were just so adorable together! She breathed in the rich air of flowers and grass, listened to the birds chirp and chatter, and breathed deeply out. Calm, cool, collected. She snorted at the irony.

"Continue your report Captain, they'll find us when they're ready, the same as you."

"Well ma'am... now we get to the bad news. There's been another missing ponies report. The forth one so far, but Red Tape thinks we could be dealing with more, or that there are some that already haven't been brought to our attention."

Deep breaths, in and out, you don't want to burn the city down to smoke out criminals, you don't want to burn down the city to smoke out criminals.

"Continue," she said coolly.

"Well, we believe its still the Smoke gang. They've gone nuts since just before the riots started, but none of the usual channels are coughing up any information. All we know is that their leader and a bunch of the higher ranking members have gone missing as well, so they could be trying to swell their numbers. As I said, though, we don't have that much to work with, it's all theory right now. Mages still haven't turned up anything new in their searches-"

"And what about the old, Captain?"

"Again, nothing dangerous, a very low level of dark magic, but they think it's just runoff from the Academy."

"Has it been investigated?"

He scratched the back of his head, "The Mages advised against it, but I sent a dispatch. I know how important finding the source is. It was detected a few miles outside of town, a ways around the base of the mountain."

Celestia nodded, "A closer proximity would make sense, and I don't believe the mountain would provide too much interference, magically speaking. It's a good start. Thank you Captain."

Lance saluted smartly, gave an informal bow, and jogged off to continue his work, leaving Celestia a little alone time to contemplate. Everything was in hand, the only issue left unresolved was finding the source of the magic, and that would be accomplished eventually. She could even ask Blueblood what exact elements he had used to counteract the spell and take up shield duty herself until it was found. So why did she still have such a strong sense of foreboding?

I think it's his confidence, she mused, Kaiscillius. Why so unafraid in the face of life long imprisonment? Surely there is no fate more terrible than that. Today is the first time I've ever seen him slip, and all because of a dream. Perhaps more doubt besets him than I thought, if he's begun to have nightmares of failure.

Then something happened that made Celestia's heart stop and go cold, something that struck such terror into the regal pony that she would have screamed if she could force air past her choking throat.

The shield flickered. For but an instant, the blue barrier that surrounded the city was no longer there, the rolling hills around the city no longer held an azure tinge, and a gust of wind blew freely into the city, and then it was back, like nothing had happened. But something had happened. Celestia could hear it, almost feel it. Silence. Absolute, deafening, terrified silence. It was the sound of a city gripped by the icy hand of fear, and only after many minutes did sound return, muted and diminished.

Drops of cold sweat ran down Celestia's face, and she gulped down a lungful of air. No... no... it wasn't fair, they didn't have enough time, they were running out of time!

That's why six hours. The shield will fail in exactly six hours. Faust help us all!

Celestia turned to sprint for the Throne Room when a voice stopped her,

"I wouldn't be too worried about the device, it doesn't serve his final plan. Your ponies will only be afflicted for a short while, until She reigns again."

Celestia, wound as tight as a spring, turned testify towards the Grey, who sat still on Zenith Terrace, overlooking the city.

"I have seen his plan. I know his mind. He will win, one way or the other. Truly, he is genius, I wish I had met him in his hay day. The things we might have accomplished. Might still, depending on... but no. He is genius, but blind. Blind to the nature of where he comes from."

Celestia viciously snarled at the pegasus, "If you know his plan, why don't you help us, why don't you tell me?!"

He turned two old, tired eyes on her, "Everypony I knew and loved is dead and gone. Most by your hand. Why would I ever help you?"

"Because any option is better than letting Nightmare Moon rule!" She cried desperately.

His expression soured into a frown, "Is it? What proof do you have that she is a terrible ruler? That she is a tyrant? You have none, but it is you that is unwilling to relinquish power, any power. And in any case, Nightmare Moon would have enough self-confidence to release me, believing she could keep me on a tight leash, and even servitude is better than indefinite imprisonment."

Celestia growled at the obstinate pony and turned on her heel, dashing towards the throne room. She felt that she had to personally check Blueblood's condition. It didn't occur to her that the throne room would also be the place that the other ponies she had arranged to meet would most likely find her, but it was an added bonus.

As she slammed her way through the castle, several attendants attempted to stop her and ask why she seemed so agitated. Clearly they had not been outside when the flicker occurred. She realized that she would have to apologize later, as she was quite unreasonably short with a few of them. She finally found the door she'd been after and entered through the front, where a few early risers had already begun to gather for the Day Court.

"I regret to inform you all that the Day Court is cancelled, due to recent events. I would advise that you all go home, and be with your families. As of now, I am declaring a state of emergency. Stay close to those you love, and remember that you are all good ponies. Good luck."

The dozen or so assembled ponies looked at each other in shock, and most with fear. Silently they stumbled from the room, some bowed to Celestia as they left, though most were too shellshocked.

"Uhh, Princess?" She heard from behind her, and turned around to see one of the guards shifting nervously, "I, uh, I have a wife and child. If... If it really is going to happen again, do you think that I could... go? Be with them?"

Celestia hesitated. She wanted, needed, as many trustworthy staff here that she could have, but at the same time it seemed overtly cruel to keep a guard around that could do precisely nothing against the coming danger.

Celestia nodded reluctantly, "Very well, you may go, and tell others you know with families they may also. On one condition, should you see anything after the shield falls, swear to me on their lives you will stop it."

The guard nodded with a grateful salute, "I swear on my love for my family that I'll defend your kingdom to the last, Princess. Thank you."

Celestia didn't watch him leave, she didn't have time. She has to check on Blueblood, who was only a few steps away.

Celestia could see why the flicker had happened, Blueblood had dropped to his knees. His legs were severely atrophied, looking more like sticks than limbs, and the rest of him was doing the same. He looked horrifying, his grey skin pulled tight against skull, dull dishwater eyes unfocused and hollow, body, arms, legs... all far too thin. His horn was the only thing that remained unchanged, retaining its pure white sheen and perfect manicured look. It still glowed a strong blue, but it was clear that the process was killing him.

Celestia, against her better judgement, placed a hand on his shoulder comfortingly, and said, "Thank you nephew. Even if you were not one of us, you have more than earned the title," she gently kissed his grayed forehead and backed away slowly, sadness clogging her eyes and heart. It was then that Cadence and Shining Armor found her.

"Celestia!" Cadence called, "There you are, we've been- oh good heavens! Is that... what is that?" Horror and pity mingled in equal measure on her face as she saw the drained husk.

"That, my dear niece, is all that remains of Blueblood. The noble soul that stepped up to defend Equestria at the cost of his own life. He is the one generating the shield around the city that keeps the darkness at bay. One of the reasons I recommended that you travel here and not teleport is so that you could feel its evil for yourselves. That is what threatens my city, my people."

"Our people, dear sister," Luna's voice carried regally as she slipped from the shadows behind the throne. Celestia noticed that she had deep grooves under her eyes, she had clearly not had a pleasant night. Luna noticed her sister's concern and flashed her a "I have something to tell you later" look.

With a smile, Luna stepped up to the royal pair, "Cadence! So wonderful to see you again. And Shining Armor, lovely to have you back with us, perhaps you could give our guard captain a few tips while you're in town, I'm sure he'd love that."

Celestia hid a smirk at her sister's antics as Cadence recovered somewhat, "O-Oh! Yes, lovely to see you too Luna, and you're quite right Celestia, we had no idea how bad it was out there until we ourselves had to cross through it. Why, had it not been for Shiny's extraordinary diplomatic skill, I don't think we ever would have recovered!"

Celestia and Luna gave each other raised eyebrows as Cadence and Shining shared a brief kiss. He'd been a decent enough Guard Captain, but never a diplomat. Celestia just shrugged it off, she doubted that she needed to know what had gone on.

"Speaking of diplomatic representatives," Celestia said, "the Elements will be joining us soon. Well, those that are accounted for,"

And not dead, a grim part of her whispered.

Cadence nodded, some confusion spreading across her face, "Yes, that reminds me, do you know what the giant pumpkin blimp was all about?"

Celestia shook her head, "Discord's work, I'm sure, though I don't know what he meant to accomplish from it, or if he was making some kind of statement."

"Why Celestia, if I wanted to make a statement, I wouldn't just use a blimp, I'd plaster it across the sky in neon fireworks! And how!" A very spotty and low voice quality version of Discord popped into the room with the sight and sound of a camera flash. After Celestia's eyes cleared she saw the draconiquis standing in cepia tone, complete with film grain, wearing an aviator's cap and goggles, as well as a scarf and leather gloves. In his arms he carried Fluttershy, who was dressed, quite suitably Celestia thought, with a fur jacket and trousers, and was colored in a similar manner. The young pegasus waved shyly to the assembled crowd, before whispering something to Discord, who then put her down gently.

Celestia nodded, "Well then, now we just await Rarity and Pinkie Pie."

"Oh! I think I'll just go fetch them," Celestia have Discord a flat stare. For some reason that sounded suspicious, perhaps it was the way he hunched over and rubbed his hands together while glancing maniacally from side to side as he said it.

"Oh, uh, I mean," Discord's form warped until he stood tall and dignified in a tweed jacket with spectacles and a pipe, "I shall fetch them forthwith from thine, thines? Theirs? Yon abode, right ho."

Fluttershy's clothes also warped into a frankly alarmingly fetishized version of a schoolfilly's uniform, with black knee-high socks and a plaid miniskirt that, were it hit by a light breeze, would immediately expose her to any onlookers, and a black jacket with a white undershirt about two sizes too small with the top three buttons undone, leaving a massive shelf of cleavage squeezed into two scrumptious fleshy yellow loaves of boob.

Celestia's cheeks immediately heated at seeing Fluttershy's rather large... assets being crammed into such a perversely small space, and something about the way her long pink mane curled over the front of the uniform and over one of the beautiful teal eyes really got to her.

"D-Discord! That is highly inappropriate for the conversation we are about to have, something more serious and less... distracting, if you please,"

Fluttershy gasped as she realized what she was wearing and immediately, and ineffectively, tried to cover her chest and rear with her small hands. She blushed heavily and looked like she was too embarrassed to speak, which didn't help at all.

"And why might that be Celestia, I think she looks stunning! Surely you don't mean to insult the poor dear!" Discord puffed next to Celestia as he said this, jabbing her in the side with an accusatory claw.

"DISCORD!" Fluttershy yelled at him.

"Ugh, fiiiiine," he snapped his fingers and Fluttershy reverted back to wearing a sweater with a scarf and loose jeans, effectively covering herself. Still, the image of he wearing such clothing would be seared onto Celestia's brain forever.

Now in emo mode, Discord poofed to the other side of the room and turned his fringe haired face away from everypony.

"Um, have we interrupted something?" Rarity asked as she walked into the room.

"No, not at all Miss Rarity. Please, come in. Where is Pinkie Pie?" Celestia summoned a table and chairs as she spoke, teleporting them in from the dining room that she and Luna shared.

Rarity looked surprised, "Oh, she left far before I did, I assumed she'd already be here."

As she spoke, the door that led out from behind the throne to the kitchen area was flung open, and Pinky's vibrant voice called out, "There better be a table ready in there, or things are gonna get reeeeeal messy!"

With a sound similar to the popping of a balloon, Pinky squeezed herself through the servants' door, along with a twelve foot tall cake. Everypony's jaw dropped and Celestia began to salivate heavily as the massive frosted monster was heaved out, Pinky Pie holding it aloft on her back with Herculean effort. She sighed with relief as she saw that a table was indeed already set up, and with a mighty heave set down her burden. The table itself, which had not been prepped for such an occurrence, bent heavily under the weight of the gigantic pastry.

Pinky stepped back and brushed off her hands, smiling up at her creation with pride. Five white layers, each large enough to be their own separate cake, stood on columns that imitated marble, each laced with ribbons of white, blue, and yellow on the sides. Pinky was oblivious to the fact that she was spattered with all manner of ingredients, from batter, to icing, to flour.

For a few seconds there was only stunned awe at the sheer scale of the sugary monolith, then Rarity asked what she believed to be the most pertinent question,

"Pinkamina Diane Pie, why have you not properly cleaned yourself off, you're in the presence of royalty!"

Pinky huffed, "Sorry Rarity, but I didn't have any time between waking up and baking the cake, why do you think I left so early?"

Rarity looked at her, bewildered, "You left not ten minutes before I did!"

Pinky nodded and slumped into a chair, "I know! It was really a rush to get this whole thing done, but I'm satisfied with the product. And what's worse, to be dirty, or to bake an unsatisfactory cake?"

"Ummm," Cadence interjected, catching Rarity's eye, "Giant... cake?"

Rarity shrugged it off, "She does this, but what she has never done is be unprepared for something!"

Pinky seemed about to defend herself again, when Celestia held up a hand, "It us fine Miss Rarity, heaven knows I've been less that spotless when attending some meetings I've had, and the cake is a lovely gift-"

"Oh, sorry Princess, but it's not for you."

Celestia stooped talking and blinked a few times, "W-What?"

Pinky continued, "Yeah it's just for Cadey and Shiny, ya know, since they didn't really get to have a wedding cake, and every other time we've been with them has just been such a rush! This is the only time I've had to stay in one place for an extended period of time with the proper equipment! And, no offense Cadence, but your castle is seriously lacking in cookware."

Cadence's jaw moved up and down for a few seconds before tears sprung to her eyes, "Oh, Pinky! That's so sweet!"

Pinkie cocked her head, "Insulting your lack of cookware?"

Cadence laughed, "No, the cake! You didn't have to do that, really!"

Pinkie gave her a dismissive wave and turned her head away dramatically, "Oh pah, I totally did. And the best way to thank me is just to dig right in!"

Celestia also seemed on the verge of tears, though for an entirely different reason, as she stared longingly at the towering treat that she was forbidden to touch, "W-Well, I suppose they can eat while we have our discussion. I hope it tastes lovely."

She blinked as she felt a tap on her side, and found Pinky standing there with a knowing smile. The earth pony dug around in her fluffy pink mane for a second before pulling out a second, though much smaller, cake, decorated to look like the sun, "I had just enough time left to whip this up for you, you don't think I'd forget about how much you love cake do you?"

Celestia squealed and gripped Pinky in a hug with the strength of an alicorn, before regaining her composure and slightly sheepishly nodding in thanks. Luckily it seemed that the earth pony was quite squishy.

After all had eaten, and with a mountain of cake still present on the table, Celestia called the meeting to order.

"So, I would first like to thank Everypony-"

"Ahem!" Discord called.

"Everyone for being here today, your haste is appreciated, as we have less time than I thought. I will start from the beginning. Sometime around three and a half weeks ago, Twilight Sparkle was murdered, and a strange magical device was activated, the effects of which you have all personally experienced. This device, created by a creature called Kaiscillius, disrupted the fabric of our very souls, and caused the city to go mad with directionless rage, which Kaiscillius cleverly pointed at my sister, who ruled while the device kept me in a stupor. Then, about a week ago, he struck. The bubble of rage exploded into a full blown rebellion, it was then that the city was saved by Blueblood," she gestured over to the emaciated pony, "who deployed the large shield that now surrounds the city, and stopped the riots. Seeing that his plan failed, Kaiscillius then assaulted the castle, successfully I might add, and fought his way here to dispatch Blueblood, luckily my sister was able to keep him busy until I arrived, and we defeated him together. Since then I have kept him in a secure containment cell under the castle, and have thus far failed to acquire the device's location, hence why it is still active. He has pledged to voluntarily hand over the location in about... three hours or so, I would like us all to be there to witness it, Fluttershy especially as her unique talents may be very useful if we need to pry at all."

"Now hold on a minute there your Highnessness, just how dangerous is this Kaiscillius?" Discord asked concerned. Fluttershy laid a grateful hand on one of his arms.

"Not so dangerous anymore, he will be depleted of most of his magic without a source to get more from,"

Rarity raised a hand, "Excuse me Princess, but, that doesn't make any sense. I've never had to have a source to drain from when I become magically fatigued, why should this 'creature' as you said?"

Celestia nodded in acknowledgement of the fair question, "It is a peculiar part of the beast's anatomy. You see, ponies, and a select few others, have the ability to passively regenerate the magic they use, while most others, Kaiscillius included, does not. Instead he must charge from somewhere else," she paused for a moment, "I'm not really sure where he gets magic from, though I'd jump at the chance to find out."

Everyone else seated around the table was silent, contemplative. Luna was giving Celestia a strange look, but it quickly disappeared. Silence hung over the room, no one seemed to know what to say, until Shining Armor spoke up, "So... what's our plan?"

Celestia nodded at him, "Well, our hands are tied until we find and destroy the device, no doubt his previous helpers will crawl back out of the woodwork as soon as the shield goes down. We need teams of us, the ponies we know we can trust, the ponies we love. The times ahead cannot be weathered, not for long. One team will seek out the device, another must keep control of the city, while a third stays here and assures Kaiscillius does not escape."

Shining stood, "Well, as a former commander, I believe I can delegate well enough. The most powerful of us, Celestia, Luna, Discord, you should stay here and defend against the fiend. The elements are well known and well loved among the people, they should be in charge of holding the city together for as long as they can. Cadence and I share the strongest bond, we should be the field agents and destroy the device. I could use a team of guards to accompany us, and make certain they are either truly in love or family members, we don't want them to fragment and start killing each other."

"I believe I have the perfect team," those at the table jumped as Golden Lance's voice called out from behind them. He stood at the foot of the throne, helmet tucked under his arm, passively watching over the group.

"Lance!" Luna said, laughing, "I didn't even see you enter, you say you have a team?"

"Excuse me, but who is this," Shining Armor asked, hand already on the hilt of his sword.

Lance saluted, "Guard Captain Golden Lance, sir. I was already privy to this information prior to this meeting. Thus far it has been my job to keep Kaiscillius under lock and key, search for the device, and keep the city together. Glad to see I'll be getting some much needed assistance."

Shining eyed Celestia, who gave him a nod of affirmation. Slowly he settled back down to the table, allowing Lance to speak.

"I have a team, siblings all, three brothers, three sisters. It'll take me two hours to contact them all, but it sounds like that's exactly the amount of time we've got. I'll get right on it."

With that, Lance bowed to the assembled company and swiftly exited. On his way out he ordered another guard to take his place as lookout. An equally handsome black stallion with sparkling green eyes stepped in, nodding to the Captain as he left.

Celestia raised an eyebrow at the new guard, Where does he find these people I wonder? At this rate I'll have to make sure the recruiters aren't basing their judgments on looks alone.

She turned her attention back to the table, "Very well, Shining, I agree wholeheartedly with your way of doing things, it does seem to make the most sense."

Celestia noticed that Discord and Fluttershy were whispering amongst themselves, and she saw the small pegasus give the Lord of Chaos a reassuring pat on the arm and a kind smile, saying, "Well, I think it's a good idea too. I wouldn't want anypony to get hurt before we can stop whatever's happening."

Discord nodded, though he was clearly not happy about something, "Yesss, I suppose all we've got to do now is wait until the appointed hour. How about yahtzee? No? Anyone for charades, I'll tell you it's real fun with a shapeshifter doing the impressions."

"Actually, Discord," Celestia said dryly, "I believe that if we left now, we'd reach his cell on time."

Discord, who had already half transformed himself into some kind of balloon animal, and Pinkie Pie both exclaimed their disappointment in not being able to play party games, but were quickly overturned by the others' desire to meet this Kaiscillius.

"Trust me," Luna said, "It's not an experience you fondly remember afterwards."

A mile around the base of Canterlot Mountain from the city -

Six guards clattered along the bottom rim of the imposing mountain, one held a device, all argued.

"I told you, we should have gone the other way around the mountain!"

"Now what kind of bucking sense does that make? The mages said that the dark magic signal came from the eastern side of the mountain, and you want to go west?"

"Look, just bucking ask Nicker! Oy, Nick! We there yet?"

"Buck off, all of you! I've answered that question every time you've had this argument! Six times! I've counted!"

"Am I the only one who sees that?"

"And anyway, Prance is right, we had to go east, not west you idiot-"

"GUYS!"

"I'm not a guy Waffle, quit making fun of my chest!"

"No, look, there! What's that?"

The bumbling party of guards, all wearing a set of Celestia's thaumatically protective armor, pulled up short and turned as a group to face a crevice in the mountain. They'd all almost missed it, it was so small. It barely seemed as if a pony could fit into it. Nicker looked down at the magical detection device he'd been handed by the battlemage bigwigs and said, "Huh, uh, yeah, that's the place."

Holly Barrel shivered, "Are you sure that's the place? I mean, it looks pretty tight in there, what if we get stuck?"

"Oh, I don't know, I've seen tighter," Edge Prancer held up a hand for a high five, which nopony was inclined to return.

"Faust, I hate you Prancer," Bold Brass said as she rubbed her face in disgust.

The lanky guard frowned,"Hey, how come none if you guys use my first name?"

"Because none of can believe your parents named you bucking "Edge"," Waffle Stack replied as he snatched the magic detection device from Nicker and held it up to the small cave entrance,"And Brass, when have I ever made fun of your chest?"

"Yeah, when there's nothing there to make fun of! Hayoo- Hey, hey! It was a joke alright, just a joke! Ow, shit, stop it!"

Waffle ignored the rapidly deteriorating argument behind him as he observed the detector in his hand. It was really nothing more than a black half-sphere, with white lines radiating out from the center. A silver handhold attached to the back so that a pony wouldn't have to grab the machine itself. As Waffle held it, a purple blip blinked rhythmically dead ahead of the center of the half circle. The blip was quite small, and, as far as Waffle could see, there wasn't anypony else around to guard this place. Both of these factors made him seriously doubt that this was what they were looking for, in the overall sense. He hadn't been told exactly, but he could guess why the mages were scouring the land with magic detectors like his, and sending out platoons in special armor to secure locations. They were looking for the big one, the one that made everypony go crazy. And while he felt proud to help, he also felt like this wasn't the place they were looking for.

"You okay Waffle?" While the others were arguing amongst themselves, Summer Trail had come over to speak to him. He liked her the most out of their little group. Nicker and Prancer were both idiots, Brass was an insecure bully, and Holly was a coward. Summer was was brave, and had a head on her shoulders, and she wasn't half bad looking either.

Of course, you're a judgy know it all, he thought dryly to himself.

He smiled, "Yeah, I just don't think this is the place. But, not like that matters, we have to search it anyway, better get a move on," he turned to face the rest of the group, "Hey, knuckleheads! We're going in, single file. I'll take point, Summer behind me, then Prancer, Brass, Holly, and Nicker. Let's move it ponies!"

Grumbling, they all lined up, only Prancer showed any defiance, and he was just miffed that he didn't get to be in charge. Slowly, they crept their way into the crevice, "Be on the lookout for anything dangerous," Waffle said, "We are hunting dark magic after all," he rolled his eyes as he heard Holly gulp audibly.

It was a tight fit at first, they had to really squeeze themselves sideways to fit, but the tunnel gradually widened as it continued. There was a point that they reached where the daylight from outside was almost completely gone, and Waffle was about to call for torches to be lit, when he noticed something ahead, more light.

"Come on guys, just a little farther. I want to conserve as much as possible, and I can see more light up ahead. Doesn't look like sunlight though, I wonder what it is?"

Nopony had an answer for him.

The cave they were in grew ever wider as they moved through it, now large enough that two ponies could stand in it side by side and not bump into each other. Waffle found this strange, as caves tended to get less roomy and hotter as one explored them. Finally, Waffle saw where the light was coming from, crystals. At first they were almost indistinguishable from the light grey rock around them, but the rocks darkened, and the tiny gemstones brightened.

There were few of them near the entrance, the occasional gleam or pinprick of light, about the size of a grain of sand. But as their light grew from a dull grey to a monotone glow, so too did their numbers. Dozens of the pinpricks were scattered against the darkening plateau at a time, then hundreds, then thousands. Deeper inside the cave the group went, all awestruck by the beauty of the tiny white crystals shimmering brightly betwixt an oily void. The stone around them was blacker that a moonless night, but the tiny fires were so bright that the ponies had no problems seeing anything at all.

"This is amazing," Holly said, moving to stand beside Waffle and Summer. The tunnel had grown much wider, now they might all be able to stand side by side, though without much elbow room. The cave had gotten no taller, but had started out high enough that it didn't feel claustrophobic. That all changed when they rounded a final bend. Hushed gasps were made and heard by all as a wide, tall room expanded out around them, with hundreds of thousands or tiny pieces of light shining. At the far end of the room lay a pool of pitch darkness, whose surface was entirely still save for the gentle lapping of black waves upon the shore of stars.

"This place is beautiful, "Summer said breathlessly.

"Well, I'm glad you think so my dear."

Everypony froze, and the hair stood up on the backs of their necks.

"Uh," Prancer said quiveringly, "What was that?"

"Why, only your host my good stallion. Your most gracious host," the voice answered again. It was deep, deep as a barrel chested stallion. Waffle saw Summer and Holly shiver.

"What are we to do with our guests, brother?" Now it was Waffle's turn to shiver. That voice! It was tempting, salacious, seductive, it made his heart pump and his nostrils flare, along with a choice few other organs.

"Patience Inveyah, we will all receive our guests properly first."

"Form ranks!" Waffle shouted as six creatures molded out of the darkness around them. Quickly, the group scrambled to form a tight circle, back to back facing outward. The creatures were incredibly strange, and seemed to want to give the ponies a good view as they too formed a circle, and prowled around the six ponies. The were about as wide as two ponies, as long as two were tall, and stood at about head height. Their bodies were incredible, living reflections of the cave in which they resided. Small clusters of stars raced their way across the bodies of the creatures, and around each of the three heads. These were very clearly some kind of hydra, nothing else had a body structure like this. Their eyes were the worst, or perhaps the best, brighter than any other part of the body, they blazed with power and authority, a natural air of command.

They stopped moving, six creatures facing six ponies. The one in front of Waffle spoke, "Greetings, ponies, I am Karscus, firstborn son and heir of Kaiscillius and the Great Mother. You stand in the midst of royal blood."

Waffle was barely paying attention to the prattle, still taking stock of his "hosts". He noticed a difference between them, three were bulky, with armor, muscle, and sinew thick about them. All along these were ridges and spines, flaring plates and intimidating angles, then there were the other three. Waffle's eyes were practically locked to the one sitting patiently next to this "Karscus". It was sleek, slim, curvaceous, and utterly beautiful. It's eyes were thinner, more slanted so that its looks were always coquettish. It's muscles were smooth and toned, with a multitude of scales flowing across it's perfect form like a water over a statue. Waffle was very confused, bewildered even! What sort of animal could... make him feel this way?

"Ah, I see my sister has caught your eye, leader of the ponies. We shall all introduce ourselves then."

Waffle was jolted out of his staring by an elbow to the ribs. He looked down in surprise to see Summer glaring at him, and he blushed, but all his embarrassment was ripped away as she spoke, "Greetings, ponies, I am Inveyah. First born daughter and heir of Kaiscillius and the Great Mother. I look forward to getting to know you all personally," her voice was as soft as her body, but with a bite of natural sexuality to it. It titillated the ears and stoked the passions of all stallions that heard it, and Waffle was no exception to her sanguine ways. He felt his stallionhood stirring at the sound of her, and his eyes were drawn further in to her curves and bulges, watching as small stars rippled their way over her lithe body.

The creatures continued to introduce themselves, and all subtly shifted one pony to the left. Now Karscus faced Summer, and Inveyah locked eyes sidelong with Waffle.

"I am Tenaan, son of Kaiscillius and the Great Mother."

"I am Niolithis, daughter of Kaiscillius and the Great Mother."

"I am Zarakis, son of Kaiscillius and the Great Mother."

"And I am Tychandris, daughter of Kaiscillius and the Great Mother."

Each intoned separately as they stared down the group of ponies like a pack of hungry wolves. Waffle perked up at hearing the other females speak, but it seemed that none had her voice, her resonance with him. Had his mind been in a fitter state, he might have noticed that the others in his group seemed to share his feelings about their chosen hydra.

Waffle was hypnotized as the beautiful female swayed forward towards him, a suggestive smile played across her primary set of lips, and she lowered her head, blinking at him as though bashful. Before he knew it the object of his desires was upon him, pressing her warm body to his. Unable to move, he was slowly pushed to the ground by a claw. He heard gasps coming from somewhere around him, he needed to look after his squad! But his temptress banished all those thoughts with her words.

"Oh, my handsome knight," she said leaning down onto his chest. He could feel her soft warmth through his clothing, and was trying desperately not to get off as she laid down on top of him, "I am ever so lonely, perhaps a brave hero such as yourself would be willing to aid a princess?"

His eyes stared into hers, he was unable to speak for her beauty, her head tilted down, and their lips met. The kiss was blissfully soft, and fulfilling. Waffle felt fire run in his veins like never before, he wanted this mare more than any other he'd ever met, and she didn't seem to be complaining. A long, thin tongue slowly breached their locked lips, and his eagerly leapt to meet it. His mistress proved to be the more adept fencer, however, and soon her longer muscle had entwined with his in another loving embrace. A sweet liquid flowed through Waffle's mouth, he moaned as the nectar gushed from the tongue of his lover down his throat, and felt a fire rage in his body. His loins were already stirring when he felt a breath of warm air flow across them.

"Mmmm... and what is this, my love? A gift for your princess?" He groaned as the voice tore through his heart and straight to his groin, which now stood at half mast. That was soon fixed with a lusty nuzzle and the sound of her inhaling his scent.

"Aaaahh, such a wonderful stallion you are, getting so hard just for me! What do you wish, my prince? Would suck like me to stroke it? Suckle it? Take it into me until you fill me up, time after time after time? All you have to do is ask, and heavenly pleasure shall be yours forever..."

Waffle had the most raging boner of his life, and desperately tried to move his arms into a position to undo his pants, but they were pinned under the lithe muscular legs of his tormentor. He would have screamed for her, "Yes! Take me now!" but he would have choked himself to death on the wondrous liquid still flowing into him from her tongue's constriction of his.

His hips bucked and shook violently and his hands clenched into fists of frustration as his seductress slowly nuzzled her way up and down his length through the heavy pants he wore. Every touch felt so distant that it was just tantalizing enough to drive him crazy, but give him no real satisfaction.

After many muffled moans and tears of need, he finally snapped. A pressure which had been building up in his skull popped and hissed like steam from a boiler, and with a loud RIIIP he felt cold air brush his raging erection. Waffle screamed as best he could with a mouth full of snake tongue, and his vision went nearly white. He hadn't cum, oh no, not yet, but he felt hornier than any point in his life. Had he been let loose, he would have pounced the first mare in sight, rape or not.

"Oh! It seems he's out to play. But you know, he looks awfully dry, and what are those two little things down there I see? I wonder if they might appreciate the attention more."

Waffle screamed again as his partner slowly dragged her reptilian tongue across his balls, which caused him to buck and spasm, frothing at the mouth. They churned wildly, clenching and releasing, as the skilled temptress slurped her way around them, covering every inch in a fluid that cooled the raging fire at first, but reignited it the second she parted from his lonely body. Her tongue wandered it's way around each of his balls in turn, occasionally she slipped one into her soft, warm mouth, until it seemed he was about to burst, then she relented with a parting flick. She then became more adventurous, and strayed farther south with her ministrations, tonguing the area underneath his sack and just above his rear entrance. It felt like ice lightning jerking down his spine as his eyes rolled back and he let out a long suffering groan.

Waffle spasmed and choked again as another hiss and release of pressure made him even more feral. He was little more than an animal with this point, and his cock had swelled to four times its original length, his balls expanding to be more than three times their size, and fit to burst with the amount of cum they were desperate to spray... anywhere! Waffle would have cum in a dog at this point, and his mistress was sooo much better than that.

"AAAAAAAHHHHHHH!!!" He screeched as his lover simply ran the very tip of her tongue quickly up his length, and he almost lost it, he wanted to loose it! But his mistress had other plans.

"Oh, my loyal knight, its not time yet! I will help you maintain your valor, until you may fill me with your incredible seed!"

The act was somewhat lost upon the near comatose pony, and he missed a rather interesting point of female nighdra biology, one which he would soon come to hate. The very tip of a female's tongue splits into two thinner pieces. On the end of each of these is a large bulb, resembling a pink sphere. The female widened her tongue split, and used the large circle she now had to completely wrap around the area just under the tip of his penis, squeezing tight, and quickly plugging the one eyed sergeant's one eye with one of the bulbs.

Waffle howled in pleasure as release finally came! Except that the she-devil had completely cut off his ability to ejaculate, and he yelled in frustration, attempting to pump his hips and cum harder.

"Hahaha, silly knight. You can't be going at a time like this! There's a time and a place for everything," she bit his ear and whispered harshly, "And wouldn't you love to cum inside me instead?"

Waffle want absolutely buck wild, losing his mind over his lust of his lover, his provider, his Savoir!

Inveyah dipped down her third head, which had been the one doing the talking, and began to cover the now massive cock in nighdra secretions. Needless to say, her captive roared and raged and ranted, cumming several times, but never releasing. His prick was turning an alarming shade of dark red by the time she played her final trick and, without warning, deepthroated him.

Waffle passed out as his lower half became autonomous, and began thrusting mindlessly on its own. Inveyah took it in stride, closing her eyes and slurping down the engorged monster as though it were a smoothie. Her throat was warm, and softer than velvet, it felt like Waffle was fucking a cloud. Her tongue was completely wrapped around his shaft, squeezing and milking as her head bobbed rapidly up and down, the one that was now free of his cock cooed softly in his ears.

"Ooooh... my prince! But your cock is ever so delicious! I could suck it day and night, jut letting you pound my throat until you were nothing but an animal, fucking my mouth out until the day you died of old age. And never releasing once. Speaking of which, it would be ever so generous of you to have a little more stamina..."

There was a blinding flash in Waffle's eyes, and his bestial growls and huffs died as a tiny bit more of the pressure was released from his head. He gasped like he'd just been dunked into ice water as the feeling- no, need to cum simply vanished! A wellspring of time had been added to his sexual ventures, though he didn't know it. What he did know is that his head was so much clearer that it was much easier to think.

She's so bucking soft... he sighed dreamily, before a more rational part of his brain took over and he began to scream in panic rather than in pleasure.

I'm being raped by a sexy mind controlling lizard! Waffle heaved with his arms, and managed to shift Inveyah again, before her head slammed back down onto his hyper-sensitive shaft, taking the entire thing down into her warm, wet mouth, massaging it both with the tongue and all of her throat muscles, which undulated like a snake.

Ooohhh, buuuuuck that feels good... Waffle collapsed back to the ground and began to pant from the extended deepthroat session, failing to not pump his member into her once or twice. He faltered further when her soft body nestled atop his again, clouding his mind with the haze of great sex, warm bodies pressed close, and the pressure that still built inside his mind.

"You know my prince, pony bodies are so hard, don't you think? I'm sure you wouldn't mind being softer, for the sake of your princess," Waffle groaned again as a hiss pop thunked into the side of his brain, and his whole body shivered, and Celestia damn, was she still taking the whole thing down her throat?!

His body began to itch all over and he scratched the only part he could reach, the sides of his legs, but it didn't seem to help much. It was then that he noticed that his dick wasn't the only thing to grow, he could feel his calf muscles bulging like he'd stuffed them with beach balls, and he felt that his arms were probably the same way.

Shit, she turned me into a muscle-bound freak, and I still can't get away? How strong is my mistress? Wait... I mean, this chick? Waffle was now blushing in confusion at his brain's Freudian Slip, when he suddenly felt a lot warmer. He blindingly tilted his head down to look at his body, to find it covered with fur. Not hair, fur. Short, and, he imagined, soft. Needless to say he would have screamed his ass off if it hadn't meant choking to death.

"Ahh, much better. Now, I quite liked you resisting, maybe I'll give you a little more bite to your bark," another hiss and Waffle howled in pain as his fingers and teeth felt like they were on fire, he tried to touch them to see what was happening, and found that he was growing claws!

Waffle felt something shift, and realized with a start that he was incredibly close to his limit again, the head on his dick not having been idle during his mutation process. It stopped suddenly as the creature on top of him seemed to shift in order to get more comfortable, this was his chance!

Waffle surged upwards, toppling his mistress-

The hydra, he corrected himself.

• and slammed her onto her back, bringing her face to face with him, their hot breaths intertwining in the cool air. His eyes locked to hers. In them he saw the thrill of the hunt, of being pinned, of knowing she was in control, of lust. They were... so... beautiful...

"P-p-please, my knight," she huskily cried, "be g-g-gentle..."

Waffle struggled, he snorted and fought, he kicked and screamed and roared, and plunged his massive beast of a penis straight into her waiting, quivering slit. She cried out with joy at the penetration, giggling as Waffle wept. He thrust fast and hard, no restraint, no self control, he was an animal, breed to fuck, bred to breed. Molded by his mistress to be her perfect fit!

Her pussy was tight, tighter than Waffle thought he could stand, and so hot it felt like it was burning him alive, but he didn't stop, couldn't stop, wouldn't stop fucking her! Not till the day he died he would be there, in her slit, in her ass, in her mouth, on her back, in her claws, he would fuck and fuck and fuck!

With a roar of submission, he came like a fire hydrant, spewing what must have been gallons of white hot spunk straight into the guzzling maw of his mate, who moaned salaciously at her slave's newfound conviction.

"Ooohh, my knight in armor! I will give you so many gifts! You will be a part of me! An expression of what I am, what I can create! Now, I want you in every hole, take me!" Waffle awaited the blinding , popping hiss, and roared like a lion as a second cock, the same size as his old one, sprang to life just underneath his partner, making Waffle, or whatever it is he had become, incredibly front heavy. To balance this, and to fulfill her desire, Inveyah gave him a tail. A long, thick tail, with three massive cockheads breaching from the end.

Waffle didn't pull out, or wait for his spunk to drain. Inveyah was already on her back, so her creation rammed the second dick in her rear door with no thought of lube, not that she needed any, and whipped his trident of a tail around to Inveyah's three eager mouths.

The pressure Waffle was feeling was unbelievably intense. His two crotches were both being squeezed harder than they physically should without bursting, and those three up front were getting deepthroated as hard as his first one was... was it only a few minuted ago? It felt like an eternity, and it felt like he had an eternity to fuck his mistress. Just him and whatever hole he could fill, forever. His tongue lolled at the thought of being eternally one with his mistress, and he increased the jackhammer sawing of her nethers, ramming in and out of her pussy and ass at the same time, rubbing violently against any surface that he could touch. He was bent over double, grinding as hard as he could against his mistress' body, when he came again with a roar. This time, the seed ejected was much more reasonable. About twice what the most virile stallion would be able to manage, from five different bulging, thrusting heads. Inveyah, cooed and sucked happily as warm jizz filled her every orifice, as per her command.

"Inveyah, stop playing with your food and dominate him already," Waffle's ears perked up, but it was one of the masters, not his mistress, so he began again to thrust, humping as spooge gushed out around his massive pricks and down his legs.

"Karscus, he is dominated! I promise! Look, slave, stop at once," Waffle whimpered, but stopped fucking her in the ass.

"See? Perfectly trained," Waffle's ears registered a derisive snort, but it wasn't a command to start thrusting again, so Waffle just dribbled out some more cum into his mistress' holes.

"Ooooh, thank you my dear... what is your name?"

Waffle couldn't really talk that well any more. The muscle expansions in his chest and shoulders had somewhat constricted his vocal chords, and the longer, sharper teeth meant that he couldn't close his mouth completely, so it came out as, "Aaaulh..." then he drooled a bit, and came some more.

"Mmmmm, so warm. Anyway, his name in Auul. A fitting name for a personal slave," Auul registered the name change, and thrusted once in thanks for his recognition.

And Auul the Slave was definitely not Waffle Stack the Guard. He was nearly twice as tall, and three times as muscular. His entire body was covered in soft, downy brown fur, and he had wickedly sharp claws and teeth. Not to mention that he now had five penises, each the size and length of an arm, and balls about the size of a grapefruit each, magically enhanced to keep pumping out lots of extra warm semen. This was the quirk of female nighdra, while their male counterparts tended to focus more on subtlety and mental manipulation, females made physical changes to better suit them, and were unconcerned with the wasted magic, as the amount they could harvest from a personal slave, which they usually kept until it died, easily made up for the cost.

Karscus snorted at the monstrosity as he slowly eased in and out of Summer Trails' front gate, her face a mask of hazy confusion and small shuddering gasps.

"Honestly, Inveyah, I don't see how you could find any enjoyment in that thing, It can't even think for itself anymore!"

"And why would I need him to? Auul's just a sweet little boy that gives me what I want, when I want it. And I don't go through him like he's just a condom. How many times are you planning to fuck that same mare?"

Summer stirred as a voice seemed to be speaking at her, "W-w-what? Where... What's... happening again? I feel... warm... so hot..." her eyes focused briefly and saw an unfamiliar creature towering over her, but it bore a face she recognized, "Waffle?"

Karscus sighed, "Now look what you've done! Completely disrupted the magical loop I had her in, give me a moment," still gently, painstakingly easing inch after inch of his massive dick into the smaller mare, he leaned down and began whispering in her ear. Summer blushed lightly, and her eyes unfocused, before she shuddered, her shoulders shaking as her midsection clenched, and she quietly mewled. Karscus leisurely inserted the very last of his leg-thick cock into the mare, before beginning the process anew and dragging his way back out of her snatch so deliberately you could practically hear it grind against every nerve it touched, leaving no part of her too quick to notice.

"There's an idea Karscus, I could set mine loose on her. It would be ever so much fun to see how she handles it!"

One of Karscus' heads, which had been laboriously teasing one of the mare's small breasts, snapped towards her, "Are you mad? With this delicate of a process? You have the benefit of our magic to keep that thing from ripping you apart! My poor, sweet filly has none of that..." his words were followed by a rain of lavish licks and kisses that made Summer's eyes lose focus even more, and her dazed smile grow wider as her clear mare juices gushed from around the nighdra's obsidian member.

"Ughh, fine. Now I'm bored, and frisky. Hey, Tychandris!" Inveyah called across the burgeoning orgy to her sister, who looked up from her own creation with a, "Hmm?"

Auul's head turned at the new being his mistress spoke to. She was very pretty. Not quite as pretty as his mistress, but close. He felt all five of his perpetually engorged cocks twitch and spurt more scalding fluid at the sight of her. He was more confused about what she rode though. It looked to be a giant translucent blob, a perfect half sphere that seemed to be incredibly soft. Protruding from the sphere were a multitude of tentacles, a very light lavender in color, that swarmed around Tychandris, each slathering her in a shiny fluid and rushing madly to cram into any hole they could fill. Tychandris herself reclined on the blob as though it were a sofa, and let the bed of tentacles have their way with her, which they happily did. Auul could here many satisfying schlick noises emanating from both of Tychandris' lower orifices.

"How about a swap, we don't do anything to the others' pet and compare styles after?" Auul understood the words his mistress spoke slowly, the concepts forcing their way through his devolved brain. She wanted to have sex with the blob-thing, and wanted him to fuck her sister. Simple enough.

Auul, eager to impress, ripped his arm length shafts completely out of his mistress' pussy and ass, leaving them wide and cavernous at his sudden departure. His cocks were swiftly followed by a massive outpouring of hot white cum, and many lusty moans from his mistress, which had him dribbling on the floor in anticipation. He presented himself, in a stance he knew from... somewhere. It seemed almost like a past life now... something called parade rest, he didn't care where from, he felt it made him appealing.

"Oooooooh, Auul, we have to do that again sometime! Just letting it build and build, until you rip out the cork and I pop like Prench champagne! Anyway Tychandris, what do you think?"

Tychandris' main mouth was slightly occupied by three of the slimy tentacles at once, so one of the others answered, "Sure! Sounds fun! I'll miss my little Jelly though," she patted the whitish blob on the... head? Back? Whatever it was, and it slowly, almost reluctantly, let her go.

"Okay now Jelly, go and play with Inveyah for a little bit. Oh, I know, I know sweety, but it's okay! Mommy's gonna take good care of you the second you get back. Go play, go play now!" She talked to the creature as though it were a puppy, and a few of the tentacles did waggle in such a way that they looked like dog's tails, and it slowly slugged its way over to Auul's mistress.

Auul, being slightly smarter, already knew what he was supposed to do, and began walking towards Tychandris in a predator's stance, before his mistress whispered in his ear, "Be rough." Auul gave as black a smile as he could with his newly sharpened teeth, and instead stalked on all fours over to his new target. Upon passing the blob, the coloration of it almost made him remember something. Something before his mistress. A very annoying pony, with a stupid name, Auul couldn't really remember that well. Besides, that wasn't his mission, his mission was to fuck his mistress' sister harder than any other living thing could.

"Uh, hello there Inveyah's pet. My what big teeth you hav- shit!" Auul pounced his prey the second she was distracted enough for him to take her. He bull rushed on all fours underneath her legs and threw her head over tail so she cracked back down onto the stone floor on her back, driving the wind out of her. With no warning or preamble he immediately rammed his two lower appendages into her snatch and crack as far as he could on the first pass. He then came up with a wonderful little idea, and yanked himself out, all the way out, tip and all. Tychandris shuddered for breath and coughed a little, her eyes widening at the beast's sexual ferocity, before she screamed in both pain and pleasure as he shoved in again, deep as he could go. Auul then struck like a scorpion with his trident of a tail, ramming the three monster cocks down all three of her throats at once. She was so tight, in Auul's opinion, the blob had not been pleasuring her correctly if her throats were still this tight after all this time. Auul aimed to fix that. From there the plan was simple, draw all the way out, leaving her gaping, and slam your way back in like a wrecking ball. Each time his hips connected with an almighty slap and the intense heat and pleasure in all five of his cocks made him spew cum like a geyser inside and outside of his newly ravished mate. Her throats guzzled the worst of it, since he did not once pull out of them, endeavoring to push deeper, in fact, nearly blocking off all air that Tychandris was receiving. Her eyes fluttered as she groaned at being filled so much, vowing to give her Jelly similar properties after all was said and done. But Auul wasn't satisfied with just having her muzzle drinking his cum like liquid gold, on no, he wanted it deep in her. With every thrust of his pelvis he rammed his way farther and harder into the mare, spraying her insides white with the force of a fire hose. And when he pulled out before each thrust her entire stomach, chest, face, and both her of her orb like ass cheeks were drenched with steaming white liquid, before he battered back in and filled her to bursting all over again. Tychandris would later say that it was like being in a one man bukake party, and she enjoyed it greatly.

Finally, after several minutes of ear shattering roars and orgasmic screams of pleasure from the female pinned under him, Tychandris managed to pry one cock from one mouth, which was instantly blasted with cum, and cried, "Inveyah! I yield! Get your fuck machin- mmph!" She had been slightly distracted, and the saliva and cum coated cock slipped from her grasp and quickly bulged her moaning whore throat.

"Auul, cease! And return to me!" Auul immediately tore his body from his temporary mate, his mistress called! Poor Tychandris looked about six months pregnant, with a frankly stupid amount of jizz coating her and the area around her. The problem only grew as, with a shuddering sigh of release, Auul's seed that had been trapped inside her ass and vag burst forward like creeks of thick milk. The nighdra moaned and convulsed, rolling in more of the still tepid spooge that lay in a massive puddle on the cave floor. Her holes, all five of them, were stretched nearly beyond recognition, with her asshole clenching and squeezing wildly as it attempted to close the forearm's gap of space not left in it.

"Inveyahhhhhhh... I- fuuuuuuck, I-I can't, ooooh fuck, there's just too... too much cum..." All of Tychandris' tongues lolled at the abusive way her body had been used and tossed aside, her eyes rolled back as she digested the massive quantities of magic she had consumed. She came several more times before it was over.

Inveyah smirked, apparently having "won". Auul was happy to help his mistress. Fucking felt good.

"Very, very good boy Auul, now come here, I learned a thing or two from Jelly as well," Auul jealously glared at the blob as it oozed its way back over to its owner, and, though it had no eyes, Auul felt the look was mutual.

A reassuring purr from his mistress, and her pressing her body to his, made his doubts evaporate," He wasn't half the pet you were, but I like it rough. His tentacle mucus did shine my armor quite nicely though, so guess what you'll be getting, ohhhh... six of," Auul shuddered as more pressure relieved from his head, and six sharp stabs of pain erupted on his back. He only had time to grunt before the pain vanished and he now possessed six long, oozing purple tentacles. He wondered how strong their grip was.

"Now," his mistress whispered lecherously, licking his tail, "who's ready for round three?"

But an echo through the chamber stopped all merrymaking. Someone was at the entrance.

Here she was again. Standing staring at the slab of cold grey stone at the bottom of a long, bleak grey staircase. Celestia didn't know why visiting this prisoner felt like so much more of a burden than visiting her other one, especially since the Grey made her angry much more often. Perhaps it was the oppressive hold Kaiscillius still held over her city. A hold that, she hoped, would soon be broken. The walk here had been pleasant, if tense. Some small talk, slight banter from Discord, but she sensed mostly worry. Worry for what would befall the city, and the world, if they failed. And now here they were, at the precipice looking down. Celestia could feel it, the tightening in her gut as the storm gathered to break.

"Princess?" Fluttershy's soft voice pierced Celestia's brooding contemplation. In that voice she heard worry, yes, but also compassion, determination, hope.

She blinked, smiled, and shook her head, "Thank you Fluttershy," the young pegasus probably didn't know what she was being thanked for. Celestia's horn flashed gold, and the thaumatic lock on the door disengaged, rolling the stone away from the cave, and revealing the black hearted beast inside. Several of those behind her gasped, but Celestia would not falter now, and boldly marched forward. A corona of light shed into the dark chamber around the stone door frame, throwing into sharp relief Kaiscillius' shadows and scales. His six eyes shone in their black recesses, his three heads cast down against his chains, staring up with interest at his visitors.

One by one, each of the group noiselessly filtered into the room, it seemed as though the very air demanded their silence. All save one, Discord, who stood on the cusp, eyeing the half-globe warily at first, doubt playing across his face, before disappearing back up the stairwell. Leaving the ponies none the wiser.

The door rolled shut again, bleeding the last of the warm torchlight from the room, and casting all into darkness. Only the light of the simmering stars upon Kaiscillius' armor shone now, and still not a sound was made. Though the ponies had the numbers advantage by far, the energy in the room seemed at a standstill, evenly matched, each side waiting for the other to take up white in this new game of chess.

Celestia soon realized it only behooved her enemy for her to wait, and so she spoke first, genially, "Greetings, Kaiscillius. As you can see I've brought some friends along for this meeting, as you indicated earlier that it was special. Am I incorrect?"

Those who had never heard the creature speak before retreated a pace when he shook the room with his answer, "Perceptive, as ever, Celestia. This talk will indeed be very important for you, in fact I'd say the entirety of your civilization rides on it. No doubt this is why you brought her."

Those assembled looked at each other in confusion, all except for Celestia and Fluttershy, who, defying all expectations, stepped forward and spoke even before Pinky could, "Hello there Kaiscillius, if it's okay for me to call you that. My name is Fluttershy, as I believe you know. And you're right, I'm here in case the Princess thinks you're lying to us, and you wouldn't do that, would you?" Her tone was sweet, innocent, heartwarming. Kaiscillius' eyes were dead and cold as they turned their dreadful gaze to her, and a wolf's grin broke his maw.

"No, little one, I won't lie when I tell you the location of the "device" as you call it. Though I can't promise everything I say will be truthful," he cast a lidded and baleful glare over the rest of the party, "And what is the function of the rest of you, hmmm? What can you hope to achieve here? One easily broken unicorn and his two-bit mare, an ill-fitted fashionista, a psychotic party planner, a spoiled bipolar freak, and one conspicuously absent Lord of Chaos."

Shining Armor stayed his blade with the help of his wife, glaring daggers at the monster in front of him, as the three Elements looked around for Discord. Fluttershy visibly wilted when she saw he wasn't there. Luna remained silent, watching.

"Awww, poor thing. It seems your tamed monster has gone wild again without you. Who will protect you now that you are alone? Who will shield your mind from the horrors you saw that day, you pathetic, weak-"

"That is enough, Kaiscillius," Celestia snapped in the Royal Voice, Fluttershy nearly in tears, "antagonization was not part of our bargain. Tell us where the device is hidden now, or suffer greater than I have yet allowed you these past three days."

Kaiscillius huffed and raised himself up to his full height, all took another step back, and craned their necks upwards to look at him.

His voice boomed and surrounded, crashing like waves against the smooth circular walls of the cavern, "Very well, I am surprised you have not thought to look there. It is in the place where this all began. That should be enough to set you on the right path."

Celestia growled, "That was not our deal, I want details Kaiscillius."

His laugh reverberated louder than thunder, and the ponies hunched and clutched their ears to stop the calamitous noise, "Our deal, Celestia, was nothing more than words spoken between two royals in the dark. No contract was made, no binding magics. I have given you enough, and that is all you'll get."

"Fluttershy!" Celestia barked, and the frail yellow pegasus stood her ground against the monster, and looked it directly in the eyes,

"Tell us where the device is!"

There was a quiet that fell over the group, as an almost tangible power radiated from the two beings. A silent contest of wills was being waged, and neither side showed any hint of budging. That is, until it was almost too late. The shadows of the room were playing tricks on Celestia's mind, and it almost seemed like Fluttershy's eyes were beginning to glow, and her skin starting to darken. Until she remembered a letter that Twilight had written to her about a time when Fluttershy had attempted this trick on a bat, and had become a bat pony herself.

Celestia gasped in horror at her folly, and lighting bathed the room in searing heat as two great pillars of red arcing magic slammed down the chains around Kaiscillius' necks and into his armor. With a roar to shatter the mountain, and a magical detonation to match, all were thrown to the ground and blinded momentarily. When Celestia peeled her eyes open, her body aching, smoke hung thick in the air over a shallow crater, halfway between where Fluttershy had been standing, and Kaiscillius' triumphant smirk.

Panicked, Celestia whipped her head around, and breathed a sigh of tremendous relief as she saw the young filly's body unconscious but breathing in the corner of the room. Immediately the girl's two friends were on her, caring for her and making sure she was alright, Shining Armor and Cadence were slower to come to, and Celestia stood trembling in anger at the nerve of this putrid creature.

As she was about to delivery the most devastating torture of which she was capable, Celestia was halted by the opening of the door. Light once again spilled into the room, and in the doorway stood Captain Lance, a halo of gold shining around his armored form.

"Lance?" Luna said groggily, picking herself up.

Celestia saw the guard captain step in, and draw breath to speak, before the castle shook from an external explosion. Then another, and another, and then a wall of force roared through the room.

Author's Note

Show time.