Applejack sat, forgotten at the gates of the Illithid city.

"Business as usual, I guess." She Muttered.

"Hallo" A strange voice called out.

Shooting to her feet, Applejack looked around for the source of the voice. Looking downward she saw a strange little plant, it came up to her hip and bore what looked like a smiling face shaped by petals and leaves. Two spindly arms ended in fern-like hands. It did not appear to have legs, merely tendrils that held it upright. Cocking its head it seemed to be waiting for a response.

Feeling a little ridiculous AppleJack asked, "Pardon me, but did y'all just say Hello?"

The plant nodded kindly at the mare and replied, "No I said Hallo, but that's close enough."

"Your a plant ain't ya." Applejack asked, completely dumbfounded.

"Yeah, That's right!" The plant chortled happily.

Applejack shook her head, confused and stunned at the plant before her.

Laughing more at the Element of Honesty's speechlessness the plant continued.

"You look like you could use a nice nip of Crab Apple Cider, and not the kid's stuff either. Why don't you come along and meet the family."

Perking her ears up at the words 'Apple' and 'Cider,' Applejack remembered her manners. "Why that would be right neighborly of ya. Please forgive me for not introducing myself earlier, I'm Applejack and I would be delighted to try some of that cider. Being an Apple farmer myself, I am always interested how others do things."

The plant bowed its head in return, "Always glad to meet a fellow Apple Farmer. We tend to the crab apples that grow in the Everfree, I'm Snapdragon and I'm very pleased to meet you, Applejack."

Applejack smiled back at Snapdragon and to the other's giggles bowed and gestured for the plant-girl to lead the way. "Snapdragon I think this is the beginning of a beautiful Friendship"

The two new friends then went forth, each intent on getting the other triumphantly drunk.

Pinkie and Ach'rd'oa walked deeper into the subterranean depths of the city, weird lights generating all the light the two needed, before shutting down behind them.

"I want to show you something Pinkie." The Svelte purple object of Octopi lust and hentai fantasies said to her new found Pink Pony Playmate.

"Wow, the writer is really laying it on think, huh, Rd?" The Pronking Pansexual Pony protested.

"You don't think I'm a Svelte Purple Object Of Octopi Lust And Hentai Fantasy? And Here I thought we were friends, possibly with benefits."

Pinkie shot a look at the Object Of Her Lesbian Overfiend fantasies and saw the twinkle in Ach'rd'oa's eyes.

Shaking her head, then leaning in heavily she caught the Illithids lanky frame in her plump, well toned arms. Squishing Ach'rd'oa to her side Pinkie exclaimed, "Oh, You!"

Releasing the thinner female, Pinkie darted ahead, giving Ach'rd'oa a full view of her shapely form, before looking over her shoulder and asking, innocently, "Where is this thing of yours you wanted to show me?"

Ach'rd'oa found herself blushing for the first time since Celestia's first kiss. "It's just up ahead, and it explains why neither Celestia nor Luna wish to harm me. Why I'm such a freak amongst my kind. An anomaly, something that was never meant to be."

Immediately, Ach'rd'oa found herself enveloped in a warm hug by the Perfectly Proportioned Party Pony.

"Don't say such things about yourself, Rd. I happen to think you are absolutely perfect. After all, the Pies would never have waited so long for your release, nor worshiped you in secret, if anything you said was true!"

Ach'rd'oa stuttered, stunned at what she just heard. "Alright Pinkie, you are really gonna have to rewind that back for me."

"Show me your dark secret and I'll show you mine!" Pinkie giggled, before releasing the object of her Illithid affections and worship into a spin that sent Ach'rd'oa ahead, allowing Pinkie to admire the Octopoid's slim elegant figure.

Narrowing her eyes at the innocent looking mare before her, Ach'rd'oa waved her finger at Pinkie. "You really shouldn't tease so much. Naughty Mares get spanked!"

"Promise?" was Pinkie's reply.

Ach'rd'oa gestured down a side path, "We are almost at the spawning pool. It was the first, where all of the first Illithids on Equestria began. All other Spawning pools, what few there ever were, owed their allegiance and existence to this one. It is also the one that birthed me."

Blurring forward Pinkie, was down the hall in a shot. Finding Ach'rd'oa had somehow arrived before her, the Party Cannon Wielding Mare glanced around. It was a large room with a burnt out crater in the center. The walls looked scorched and in some places melted. Pinkie's mane deflated as she could almost hear the cries of the spawn that had died in here.

"Behold what occurs when you anger an Alicorn enough to make a housecall. When I said I was the last of my kind I wasn't kidding. But now it is time to show you what makes me so different."

Reality shifted, as Images began to form before Pinkie. The Pink Mare watched in morbid fascination as the crater filled with brackish water, a massive brain at the center. Spawn continually formed off of the central mass and fell into the water. Starting to feed on each other almost immediately, the strongest and craftiest of the spawn quickly made their way out of the central butchery and out into the spawning pool proper. Continuing to feed on one another they matured and grew in strength. Slaves of all sorts, some of species Pinkie had never seen were brought to the pool. Once on the edge, the slave so honored had their heads placed within the brackish water, which would attract one or more of the spawn. These spawn would then kill each other to claim the brain inside. The body would then change over many days, left within the spawning chamber, until it arose as an Illithid. Some of the bodies fell prey to spawn that had gathered enough strength to leave the pool. The spawn that did so were swiftly killed by other illithid. For the Elder Brain had decreed that Neolithids were forbidden. Thus it was for eons, as one age turned into another, Pinkie saw that one Spawn had grown strong on the flesh of it's siblings. But always it refused the honor of the taking of a slave. Prefering to feed on the other spawn instead. Eventually it gained enough strength to leave the pool, but instead of feeding on those bodies that had already been chosen, this spawn slithered and hopped up into the higher catacombs. It could smell what it wanted. A body of unique power, one that would make it stronger than all the others. Pinkie neheld as the spawn fell upon a beautiful young girl of golden shimmering skin. As the spawn devoured the brain of the chosen slave, something went wrong. In any other world, in any other place, it would have been as it had always been. But here in Equestria something else happened. The girl was an Elan, one of great strength and had yet to be broken to the will of the Illithids, and as such she called upon her own Psionic might and the power of harmony within herself to beat back the spawn. The spawn however was stronger, succeeding in its desires and thus the conversion began. But the strength of the host had weakened the process and the spawn merely took control of the body, only enhancing and changing a few aspects. What resulted was an Illithid that could feel emotions and understood the need for friendship. Having the living body of a female, meant urges that needed to be sated, hungers that needed to be quenched. The Guard that found her took her back to the Elder Brain for judgement.

"You shall be given a chance Anomaly, as all Illithids are given a chance. The one that found you shall be your parent, for since it is her mind that gave rise to the intelligence that runs this city, it is her failure to observe that a disgusting thing like you exists at all. Still, survival is what Illithids do, I would be remiss in those ways if I destroyed you out of hand."

So, Ach'rd'oa took her name, Ach'rd, meaning anomaly and 'oa being her mother's clan. She took the Elder Brain's word to heart, working and training herself harder than any Illithid before or after her. She had outshone all of her peers and even exceeded those that would be her betters. She became a Cerebremancer, a Fighter of great skill, as well as many other things, for she never knew what talents could better her chances of survival. But she was always careful to never exceed the power of the Elder Brain, for she had seen what honor those that did where given. They could either flee to start up spawning pools of their own, or become subordinate brains to the Elder, wiped clean of all thought. Thus it was for millenia, until the death of the Old Ones, and the rise of the New Races. Thus the death knell of the Illithids had come and Ach'rd'oa watched as all she loved died. She survived as the Elder Brain had told her too, until at last the only place in Equestria left that she could call home was burned to dust. When the last of the true blood Illithids fell, she was thrown into Tartarus, for she could never make more Illithids. She had been born sterile.

The illusion ended as Pinkie sobbed on the ground, the images and thoughts fading from her mind. Turning to look at Ach'rd'oa, she tackled the Illithid to the ground. Locking her lips to the beak of the surprised Octopoid the two writhed in each other's embrace before finally Pinkie allowed Ach'rd'oa to rise. The both of them flush from the experience.

"I want my party to have a pretty princess theme, I want any and all cupcakes your demented mind can make up, as well as coffee of every variety, and our relationship is Friends With Benefits. I want to be free to get some long overdue cock inside of me at some point. No come here, I have had absolutely no sexual release, other then masturbating to Tirek's crying in his sleep, since Celestia was fresh out of braces. And I have no problem with giving you a rim job."

Grabbing the Pink Ponies Plot in her tentacles, Ach'rd'oa proceeded to please her Cotton Candy tasting Partner as promised, and soon the spawning pit was echoing with the sounds of moans and slurping. Both females getting something filling within them for the first time in a long while.

Author's Note

Alright, I know I have a list of things I should be doing right now. I should be finishing Choices, I should be editing what Twist just sent me. I should be cleaning my apartment. I should be typing up the latest edits, corrections and updates to the Book Of Lore. However, my beloved NotJohnHarker asked that if I was going to do none of those things if I would be so kind as to update Going Home. It happens to be one of her favorite stories of mine. So, NEHHHHH!!!!!

Finally, In the words of a Real Fuck Mothering Vampire.

I told all of you I had no idea where this Fic is or will be going and that the above was going to happen. If the above shocks or repulses you, you have only yourself to blame.