Author's Note

Warning: This chapter contains Female-on-female non-consensual sex, futa, tentacle sex, blood/gore/death.

Picking Up The Pieces

The ruins of the camp settled down once the invaders were neutralized. However the devastation they left in their wake remained visible all over. Sunset Shimmer instantly galloped over to Shining Armor's side, tenderly wiping the blood that matted his coat. Her ears flattened and she frowned as wails sounded all around them. She couldn't even begin to take stock of what losses they had suffered today.

However she knew they couldn't afford to drop their guard yet. This might be the first wave of an extensive assault. She knew if Spike made an appearance they could be wiped out instantly. "We don't have much time. We'll have to move out soon as possible, maybe even split up. They can't hunt down all of us...I hope."

"I'll help restore order here," he said. "You should check on the others."

Sunset nodded and planted a peck on his cheek before she headed off. She'd placed her faith in Trixie and Rarity to help carry the torch. By now they had likely made some headway on their trip. It was now a race to find Starlight Glimmer and the Necronomicon. Should they fail Equestria was most certainly doomed.

She took a moment to check in on Flash Sentry, who stared blankly into the distance with the loss of a wing, and Fleur de Lis who had mercifully fallen unconscious. The mages and medics tended to them and the other wounded the best they could. Tents were ripped down, caravans smashed and overturned, and various bric-a-brac were scattered across the torn and bloodied earth. From the forlorn faces that looked her way she realized how well War had done his work; morale was at an all-time low.

But the worst awaited her further in. Fluttershy sobbed over the innumerable corpses of her crushed and torn apart animals, the ones that survived and Tree Hugger doing their best to comfort the stricken pegasus. A number of cadets that were little more than foals had also been slain amidst the bedlam. She turned away from their broken bodies.

When she arrived at the tent where the pregnant mares and the newborns were kept under constant guard, she saw the bloodied tents surrounded by the pulped bodies of the soldiers, and stopped beside Nurse Redheart, covering her mouth in horror. She dared not look inside. "No.... Are there...are there any survivors...?"

Silent tears rolled down Redheart's face when she shook her head. "This could mean the end of all ponies in Equestria. Bastards! I took an oath to preserve all life, have even tended to our enemies before, but after this atrocity.... It's unforgivable!"

She held the nurse to her bosom and stroked her mane as she wept into her fur. For several moments she simply did her best to console her, but her ear twitched when she heard a rustle nearby, and turned to see Pinkamena approach, dragging the unconscious body of Pestilence behind her. "Pinkie?! What the-"

"Look at what I found! Don't worry, he's only unconscious!" She snickered and produced a hypodermic needle from seemingly nowhere, squeezed it a couple of times which shot out bits of clear liquid. "Sunburst here should sleep like a newborn for hours! Maybe there's even a chance we can turn him back to our side? What do you think?"

Nurse Redheart bristled. "No! He should be tried for war crimes!"

A number of orderlies spotted the escaped Pinkamena and rushed her from all sides, attempted to grab and drug her, but she giggled and danced between them with almost casual grace, watching the ponies stumble and crash into each other. "Hee-hee! Too slow!" She tripped them, tickled them, smacked them playfully on the backside, but took special care to make certain all of them remained unharmed.

"Stop! I don't think she's dangerous to anypony," said Sunset who approached the worn-out group. "Take the prisoner in, but don't harm him, either." She nodded to the soldiers nearby who saluted and filed in to obey her orders. They wanted his blood badly after all they'd witnessed today, but they were intensely loyal to her word nonetheless. "Pinkamena, will you help us? We could really use all the support we can find."

"Okie-dokie-lokie!" The pink mare already seemed to be off in her own little world. While most considered her too much of a risk to run loose, as she remained unstable and unpredictable, she'd never once harmed one of them. However she was an absolute psychopath when it came to the enemy. A weapon she had no choice but to exploit. It pained her to see an old friend like this but she saw no real alternative.

*****

Once word reached Shining Armor he immediately payed the wreckage of the hospital a visit. His stomach turned at the carnage on display, only partially cleaned up, as his followers struggled to prepare before they moved out. It had pained him to see his offspring become soldiers and so he'd tried to avoid them until now; unfortunately almost all of them had been viciously wiped out by the invaders.

He walked in a daze and recalled the day when news reached him that Cadance and Flurry Heart had been lost with the Crystal Empire. Usually he'd turn to Sunset Shimmer for comfort, but she had her own duties to perform. He spotted Nurse Redheart standing beside one of the caravans. She waved him over and he trotted to meet her.

He immediately turned to business. "What's the death toll?"

"Indeterminate so far, dear. However we've lost more than half of our populace at least. Among those numbers are Applejack and Rainbow Dash." They bowed their heads as one for a moment of silence. "That's two of our best warriors down. However we also put an end to War and Famine, and we've captured Pestilence, too."

"A small comfort. What about Death?"

"No idea. Nopony saw your sister.... I mean that creature." He still didn't understand all the details behind how both Twilights had died. Nevertheless their loss weighed him down. "Perhaps it escaped from the war zone? Or maybe even awaits us nearby?"

"Twiley," he murmured and looked away so that she wouldn't see a tear in his eye. She pressed closer to him and wiped his eye with a pained smile. He wrapped a hoof around her and drew her close to his muscular chest without thinking. "Oh! S-sorry."

She reacted on instinct and leaned in as she kissed him. Their hearts raced. She slowly drew back, the pair connected by a saliva string. She took his hoof and hastily led him behind the caravan where they would have more privacy. "You still have an open relationship with Sunset, correct? I've always been curious about you."

"We shouldn't. There's so much to be done..."

"Please. I need this and I think you do, too. Indulge me. I promise you'll like it." She undid her bun to let her soft pink mane down. "I always believed it would be unprofessional to sleep with you, so I held back, no matter how much I always wanted it."

"You are quite beautiful," he admitted.

"I bet you say that to all the mares." Yet her smile widened anyhow. "Relax Captain and let me handle this." She opened up her medical kit, dipped a washcloth in a salve, and massaged out the stains in his fur coat. He relaxed under her tender touch which was so delicate he couldn't help but remember how his wife often tended to him.

He was still rather sore but the knots in his muscles soon started to relax. "Mmm," he moaned low. She unknotted his broad shoulders, traced down his powerful back, then dared even further, coveting the feel of his buttocks under her strokes. She curiously touched his dark sheath and felt his stallionhood slide free as it contacted her hoof.

"No need to be shy," she whispered in his ear. "I've seen it all. Every portion of a stallion's or mare's anatomy in every position you can imagine." She produced a speculum from her kit. "I'd like to think they're all lovely, in their own ways."

She removed a blanket and placed it over the dirt. Gently she pushed him onto his back, inserted the speculum into her pussy, and opened herself wide as she could with a moan, her pink flower already moist in anticipation. A trickle of liquid oozed from her visible cervix. "I want to watch you cum inside me," she admitted with a mild blush.

She straddled him, took his cock within one hoof, and lined it up with her vagina, using it to trace her slimy walls. She leaned back as she spread her legs and twisted her hips, using his dick to trace her shuddering foalhole. An aura surrounded her generous teats as he used his magic to knead and bounce them. They flushed and panted, both teased by their partial union, unable to fill her no matter how much they both wanted it.

"Ah...I...I want to be completely inside you," he whined.

Redheart shook her head no matter how nice she knew it would feel. "L-later." She planted his hooves on her ample buttcheeks. "Please, empty all your foalbatter into me! Make me your mare!" Her playful dirty talk caused him to lose it.

She watched his white spunk paint her pink cavern in thick splotches that continued to fire off. "Yes," she cried lustily and felt her own dam break as she cast back her head and mane with a flourish, eyes closed as her cunt contracted and she erupted her own marecum all over him. She watched their fluids mix in open fascination.

Before he could take a moment to recover, she popped the speculum loose and tossed it aside, before she hungrily took his partial hardness into her, squeezing her snatch hard around his stick. She dragged her breasts over his torso as she leaned in and locked tongues with him. In mere moments he was fully erect once more, and she repositioned herself, until he bottomed out inside her. "Ah," he cried as she tickled her cervix with his flared tip. She snickered. "Isn't anatomy wonderful, dear?"

"Yes. A mare's soft and supple body is the most wonderful thing ever conceived." He moved his aura elsewhere, traced the circumference of her ponut, and she clenched with an eep in surprised as her butthole clenched hard around the magic that explored it.

"Naughty, naughty!" She flushed deeper but didn't resist as he worked his way further up her hot pink sphincter. She came a little more and dripped down his dark and veiny pillar of meat. Her teeth closed around his lower lip and nibbled on them.

"Fill up my uterus. Fertilize me," she hissed in a sultry tone. "I want to help repopulate Equestria, too." She basked in the hot cock that popped inside her. Spunk unloaded deep into her marehood, and her walls clasped him hard, her cries added to his own.

She slumped atop him. He pulled her close and stroked her tresses. They remained locked together afterward as the lovers basked in a shared afterglow. "You weren't kidding. Don't take this the wrong way cutie pie, but I figure you're either quite experienced at this, or you've hit those sex education books pretty hard."

"A little of column A and B," she admitted with a titter.

So lost were they in their union that they'd failed to notice a dark shadow atop the caravan. It sensed something familiar about the stallion below, but those memories were so dulled and distant, the creature failed to realize what it meant.

All that mattered was the mission's completion. It seemed unlikely the Necronomicon was here anymore and the extermination of the resistance could wait. A tattered black cloak fluttered about Death when it swooped in, levitated Redheart and tossed her aside, and surrounded Shining Armor with an aura as it seized him.

"T-Twiley...?! If any part of you remains-"

Before he could finish the sentence the pair of them instantly blinked away. Nurse Redheart called to him but realized she was far too late. It was another terrible blow struck at the heart of the resistance, which continued to die out by the day.

*****

The small party maneuvered through the Everfree Forest. Night had started to fall while they walked, and strange noises were carried from the distance, which made Trixie pull her wide hat down. They moved in silence between the trees surrounded by well-armed and armored troops. She repeatedly poured over the detailed foldout map.

At times like these she missed her caravan more than ever. She was homeless and all but aimless once more. Rarity's lips were pursed as she helped keep watch, trotting beside her with her mind obviously elsewhere. They'd never really been friends and time hadn't improved that. Time to break the ice for better-or-worse, she decided.

"So..." She wanted to kick herself for starting a sentence before she knew what to ask. She didn't want to bring up anything that could drudge up terrible memories. So that meant no family or romance. "Do you like my outfit?" She wanted to slap herself.

"Hmm? Oh yes, darling. I'd certainly hope so since I customized its interior pockets myself. I take it the work is to your taste," she said, making polite small talk.

"It's wonderful! The hat, too! It fits perfectly!" She took a moment to pose in it and show off. They started to pass her up, barely paying any attention, and she dashed to keep up. "You always make such lovely costumes, worthy of a mare like-"

The soldiers stopped dead, readied their weapons, and closed in around the pair, ready to defend them. Trixie dug into her bag of tricks, which included a series of smoke bombs and rockets, steeling herself for whatever came their way. Likewise rarity's horn lit up in preparation, drawing dozens of tiny needles from her purse which she levitated around her, ready to hurl them into the eyes of anypony that dared cross them.

Their blood froze as a rush of wind tore limbs and leaves from the trees. A dark shadow blotted the area and obscured the pale moon. The three-headed abomination loomed overhead, and descended, smoke billowing from its nostrils as it inhaled deeply.

They screamed when its main head opened its throat, unleashing a pillar of fire which enveloped the travelers. Trixie barely managed to throw down a smoke bomb in time, grabbing Rarity by the hoof, as they vanished and reappeared a short distance away. Their guardians weren't so lucky as an inferno consumed the shrieking stallions and mares, reducing them to charred skeletons that burned twisted shadows upon the earth.

Rarity hyperventilated as she stared up at the abomination, remembered the day when the Crystal Empire fell, a horde of dragons led by this creature who had become their alpha. She touched the heart-shaped stone on her bosom. "S-Spike..."

Trixie desperately reached for whatever she could find in her satchel only for a zap to burn her hoof. "Ouch!" She stared back at her cocky double who had hopped down, flanked by Lavender Lace and Fuschia Blush, whose own horns were lit up at the ready.

"Well, well, well.... So you're alive after all," the other Trixie said as she stalked forward. "Beautiful, isn't she? Of course not quite on my level! Bitches, restrain her!"

A mass of tentacles arose from the nethers of her minions and coiled around the witch. She felt them rip away her cape, hat, and satchel, cursed at the familiar situation. She thrashed and squirmed despite the realization of how useless resistance was.

Rarity snapped back to her senses and tossed a storm of needles at such speeds the eye couldn't follow. However the abomination reacted instantly, his leather claw opening, as the tiny pricks embedded themselves into the soft portions of his leathery flesh.

"I know how fond of each other you used to be. She's all yours to do with as you wish, Spike." He wrapped his other claw around Rarity who trembled violently, flashing back to the day when he'd eaten Coco Pommel and Sassy Saddles whole in an instant.

Rarity felt her mascara run as she closed her eyes. "S-Spike...make it quick..." He studied her for a moment then stomped deeper into the forest.

"Looks like lover-boy wants some privacy! I wonder what he'll do? Eat her? Mate with her? Maybe both, but hopefully not in that order!" She cackled. "Time to show you some of the improvements the mistress made! I'll show you who's the real Trixie!"

The mad witch's nethers deformed until a sheath complete with a stallionhood arose from atop her vulva. Lavender and Fuschia revealed their own cocks which already dripped precum at the idea that they'd be able to break in another slave. Tentacles continued to arise from the trio's slits, locking around their prey's limbs and horn.

Her doppleganger impaled her cunt with a crazed smile, while Fuschia claimed her ass, and Lavender her mouth as they stuffed her full. They violently placed hooves on her, smacking about her teats and rump, driving her snout to the hilt. She went slack. Tried to repress the physical sensations that alternated between pain and pleasure. They could ravish her all they wanted, but she told herself she didn't have to like it.

The real horror started when another thin series of tentacles started to crawl up her cunt and asshole. They wiggled in deeper than she'd ever felt, explored her in ways she never could have imagined, until they tickled the entrance to her cervix, then slithered their way inside. "Mmmph," she moaned as the most powerful series of orgasms she'd ever felt reverberated throughout her entire frame. her limbs shook as her asshole contracted and her pussy winked under a tsunami that exploded from her fuckhole.

"I think she's ready, bitches! Give this filthy slut what she deserves!" They hilted her at the same time and unloaded wads of sticky spunk into all her welcoming holes. She could mentally resist all she liked but her body proved quite eager indeed. They moaned until their balls were emptied, filled their prey until her belly swelled up. The excess erupted from her snout's side, nostrils, her taint and rectum. They dropped their broken toy. Squeezed the remnants of their semen from their penises onto her body.

Trixie laid in a heap and wept. "Can't...fail now..."

"I hope the mistress will let me keep you as my personal slave." She slapped her double on the cheek repeatedly with her cock. "I'll fuck you every day until you learn to love it..."

Suddenly a wall of flame rushed over the troika. The other Trixie barely raised a small dome that served as a barrier in time, and the fire deliberately missed her twin, but Fuschia and Lavender barely had time to cry out before they were torched, turned to piles of ash as their partially burnt witch hats drifted down where they stood.

The crazed Trixie cowered against a tree trunk as the abomination lazily stalked towards her, the main head now ridden by Rarity, who appeared to be his director now. "Spike! How dare you turn on me! Heel, beast! I'm supposed to-"

A solitary claw shot out and pierced her midsection. She stared in wide-eyed disbelief, stared down at the nail that pinned her there, and vomited blood when it withdrew, tears falling down her cheeks as she slumped onto her rump. She desperately pressed her hooves to the wound which continued to ooze out. "H-help me..."

Trixie ran to her counterpart from that other world's side. She wrapped her hooves around her to hold her, stroked her mane and kissed her on the temple, knowing she wouldn't last much longer. "It's okay," she cried. "This is all a bad dream..."

"I'm...so cold..." She closed her eyes a final time and her head slumped down.

Rarity hopped down from her steed and stroked his leather cheek. "Forgive me. I know they were important to you, but it had to be done. They were victims too of that unspeakable monster. Just like my dear Spike." She pressed close to the tamed beast.

Trixie looked to the hats that sat atop the ash piles, tiny flames still dancing atop them, and nodded as she wished they could have been friends. "So is Spike...?"

"He's all instinct now. No more than a shell of what I loved. But his present saved me once more." She stroked the heart-shaped stone with bittersweet affection. "I...don't wish to use him. However, he could be exactly what we require to win this war."

She wrapped her hooves around as much of his dome as she could and nuzzled him. He snorted and relaxed under her tender touch. While he sensed she was familiar his memories were no more. All that he knew was that he loved this beautiful mare, and would protect her from harm, even should it mean he needed to lay down his life.