Author's Note

Warning: This chapter contains Non-consensual sex, blood/gore/death.

Baker's Dirty Dozen

A number of cultists were felled before their numbers closed in on the mares, knives laced with traces of the same substance used to knock out Spike. Rarity and Trixie would be considered valuable captures for a number of reasons, who could either be used as sacrifices or sent to the breeding farms, as both were key members of the resistance. Had Tree Hugger not acted on her own they would have taken Fluttershy too; but all these losses would be considered acceptable now that the Necronomicon was reclaimed.

"Damn it there's no end to this madness," said Rarity. She clasped a hoof around the heart stone. "Trixie, maybe you can still slip away. There's no reason to die here with us!"

"No way! Trixie hasn't come this far simply to die like this!" But she couldn't deny it looked pretty bleak. Most of her spells could only confuse, distract, and misdirect. In support of warriors she could prove invaluable. But on her own? She had to admit her limits.

They backed up against Spike when the mass cornered them from every direction. A roar sounded behind them when the three-headed dragon stirred, his limbs still heavy as he shook off the poisons in his veins, which he drooled out between sharp teeth. He weakly raised a claw protectively in front of the mares, all his heads breathing weak pillars of fire into the mobs, which screamed and twisted as they smoked and burned.

Rarity was forced to turn away with eyes closed, the memory of when the dragons attacked burned into the minds of all pony survivors, the pungent smell of cooked flesh on her nostrils. She clasped hooves with Trixie who trembled at the sight.

The assailants started to scatter with their advantage lost. He continued to rip apart cultists, tossed their broken bodies into the air, crushed and ate and burnt them, determined to kill any creature that could threaten his friends. Within a couple moments dozens of them lay dead. He lowered his main head and the pair hopped on.

"Never mind these fanatics, we have to find Tree Hugger and Fluttershy! Take us back to base, will you?" he moved to obey Trixie's request despite how heavy his limbs still were.

Sluggishly he bounded his way back home. His wings were reduced to little more than decorations at the moment, his vision was hazy, and his senses dulled, but even in such a weakened state no common soldier could hope to do more than momentarily delay him. The earth quaked under his uneven stomps, his limp tail dragging behind him.

"Wait a moment," called Rarity who slid down. "No! No, it can't be!" She spotted the severed yellow wing nearby, felt her world collapse as she staggered forward, and the bloodied mess spread over the soil confirmed her worst fears. "Fluttershy..."

Trixie hastily turned away, covered her snout with a hoof, and retched until she dry-heaved. Once more they were too late. They had no idea whether Tree Hugger had suffered a similar fate, or been captured by the enemy, but she feared her worst fears had been realized. They had been betrayed and now their nemesis held the Necronomicon.

*****

Shortly after news of this latest tragedy reached the others, a raiding party was quickly assembled to attack the Flesh Factory. It would take a few hours before the last traces of poison were expelled from Spike, and he'd be sickly for some time after that, but Rarity felt she had no choice but to call on his aid for the sake of everypony. She hated to ask something like this of him, especially in his wounded state, but knew there were things at stake that went far beyond their feelings. She stayed by his side while he recovered.

Bon Bon was placed in charge of the party, with Sunset Shimmer, Starlight Glimmer, Rarity, Trixie, Lyra, Time Turner, Vinyl Scratch, Octavia, and Pinkamena selected to aid her. Flash Sentry also volunteered his services despite his lost wing. He'd fitted the life-like replacement into place, and with practice, discovered that he could still make short downwards glides at least. Fleur de Lis had also wanted to offer her assistance, but knew in her current condition she would ultimately prove little more than a hindrance.

They were offered their pick of armaments from the city's vault, which included a number of explosives and firearms, while what enchanted armor still remained was passed between them. "Get yourselves kitted up and move your asses out," ordered Bon Bon.

Octavia chewed her lower lip. "Is this a rescue or suicide mission?"

"Could be both. Think of this as an opportunity," said Vinyl who looked at all the weapons that lined the walls. "Fuck yeah! I always knew I'd have my pick of the lot someday!" She was like a foal in a candy shop with all the toys on offer for her to casually peruse.

"Wait. I...I want to come too," said Sunburst who stood outside the vault. He'd had a costume fashioned that matched his old one, and aside from looking much more tired and older, he could almost be his old self. "I've...learned a lot about alchemy under the enemy's direction, as you know. I can now turn that power to your cause."

He knew no deed could ever made up for what happened. Some ponies would always hate him and maybe he deserved that. He wasn't certain. "I need to do this. Please."

"We'll take any help we can. You're in," said Bon Bon who loaded a bolt-action rifle.

Pinkamena sneaked up behind him and stuck a knife to his throat. "But do anything dumb and I'll cut you myself!" She paused. "Just kidding! Or am I?" She snorted and hopped away from him, bounced around the armory, like she was in the midst of a sugar rush. She would often disappear for stretches only to reappear at the most unexpected moments.

Starlight rushed to his side. "You okay? Don't worry, that's how she likes to tease other ponies. I think." She couldn't understand what Pinkie Pie had become nor did she want to.

"I'm fine. I need to redeem myself somehow. If every last pony wants to cast stones at me? Well, I'll simply take them." He adjusted his glasses. "No matter who's responsible, blood is still on these hooves. It's about time I somehow balanced the scales."

She held him. "I'll always love you no matter what."

"I know you will. But how can I ever love you back when I hate myself? I need a purpose or I can't continue like this. All I want is to put a stop to our nemesis. She violated us in ways I can't even explain." He bristled with quiet anger. He'd lined the interior of his cape with tiny vials in preparation. "I must prove to myself I'm still the old me. That Sunburst isn't dead."

She looked to the false copy of the Necronomicon and told herself even evil could be turned to their cause. Few ponies seemed to understand that sometimes one needed to operate in the dark. She'd exploit the spellbook until its contents were burnt out.

*****

Once they were certain Spike was ready to fly, the entourage loaded up on his scaly back, and set off towards the Flesh Factory. The Everfree Forest whipped below them as they sailed across the starry skies framed by a pale moon. In order to rescue Derpy and liberate the slaves they would take a desperate risk, in the hopes that with the numbers and resources claimed would enable them to launch a final assault on their nemesis.

After a couple hours the dome hovered into view. It looked almost peaceful from the outside despite the numerous guard towers that surrounded it. Each nest was loaded down with turrets and stallions patrolled barbed fences that surrounded the trenches.

Spike allowed them to parachute off his back into the compound, and quickly moved to strike, knowing without his distraction they could easily be shot down. His shadow obscured the terrified soldiers below who sounded alarms and opened fire on him. He reeled back all three of his heads and unleashed a fiery holocaust that melted flesh and steel. He was still comparatively weak but their bullets bullets bounced harmlessly off his hide. Some of them retreated to seek out the heavier arms in hopes he could be stopped.

Meanwhile alarms wailed as the dozen infiltrated the Flesh Factory itself. Most of them had little experience with the breeding farms; they'd merely heard the rumors of how terrible such places were. They mentally steeled themselves for the horrors that awaited inside.

Inside stocks were lined up in rows where mares were bound by the hundreds. Rows and rows were visible where anypony looked, their backsides presented and ready to be mounted. Some of them were branded, scarred, bruised, or bloodied, wings and horns sawed off to keep them in line. The fully broken in ones had their cutie marks scorched away. Those who whimpered too much were whipped or beaten to silence them.

Even many of the stallions treated this as routine. They'd lined up, dump their seed in their mare of choice until a certain quota was met, then move on. Sometimes they would write or draw lewd stuff all over them, or they would be particularly violent in their ruttings, whatever it took to break the monotony. Some of them would team up and stuff their cocks into pussies, asses, and throats at once in order to punish their cocksleeves.

From up high there was an office where the Madame could overlook her work. Her commands shouted from the speakers set up. "Ignore the alarms! You have work to do! You've been offered a privilege by the mistress, so enjoy yourselves! After all, you wouldn't want to be turned into mares like those stallions that refused to participate, would you?" A special section was set aside for the males who refused to rape the females. They were transformed into lovely mares and were subjected to particularly brutal violations in order to make it clear what would happen should to resistors.

"Grotesque. But there is an art form to it," noted Time Turner who scrunched his nose at the musk of sexual fluids that filled the air. Some of the mares had fully swollen bellies, while in one corner were tossed the mushy remains of births that were unsuccessful, flies buzzing about the slimy mass of flesh and blood. "Now, to find my hapless assistant."

"That voice sounds familiar somehow." Rarity dredged up old memories while they took shelter in the eerie red aura of one of the hallways. "No, it couldn't be. Suri Polomare?!"

"I don't care who that bitch is. She's dead," said Bon Bon who narrowed one eye and took aim with her rifle at the office. "Damn! Probably reinforced. Not sure a bullet will penetrate."

"How many soldiers are there," asked Lyra who nervously danced about.

Octavia peeked with them around the corner. "Probably over seven hundred. And that doesn't include whatever troops are inside the rest of the compound. There could be thousands of these vermin here. I can't let Derpy suffer this a second more."

"We need a plan," reminded Sunset Shimmer.

Sunburst prepared the vials from his cape. "I can neutralize most of the sentries. You all can finish them off. Remember, our priority is to liberate these slaves." He felt sickened to watch how the mares were tirelessly worked over until some of them collapsed unconscious in their stocks. It was a reminder he'd indirectly supported this atrocity.

There were some so broken they stared ahead with dead eyes. Others had eventually surrendered to the situation, their minds so shattered they panted and pleaded for more, desperate to serve their masters however they could. Tongues lolled from their mouths and eyes rolled into their heads as they whimpered and squealed whorishly. He felt momentary contempt then reminded himself that they were all victims too. He certainly couldn't cast any stones after he'd been completely violated into a monster.

"Can we reach that office? I want to confront Suri directly," said Rarity who narrowed her eyes. She'd hoped that pony would turn over a new leaf but she was far worse than ever.

"Leave it to me! No vents are too small to keep me out," said Pinkamena who could apparently contort herself to insane degrees ever since her incarceration. She'd used that skill to slip out of so many straight-jackets in the past. "Come on, Rare! We'll leave this to the rest of them!" She took her by the hoof and yanked her towards an air vent.

Vines arose from wherever Sunburst dumped the contents of his tubes, and he tossed more further in once the attack fully commenced, the coils enslaved to his mental commands as he seized dozens of stallions. Most of the breeders were unprepared and were easily felled once bullets ripped into them. Gushes of blood were mixed with screams. The now full-alerted soldiers turned to meet their opposition.

The would-be rescuers took care not to hit any of the mares, but the slavers took no such precautions, spraying in wild arcs that occasionally downed an immobile slave. Some of them screamed and thrashed and pleaded for help, while others simply bowed their heads to accept their fate or even welcomed death's release. A few stallions even used them as cover while a stream of bullets continued to whizz about in an endless staccato.

A combination of smoke bombs and mini rockets were used to misdirect the slavers. Trixie only had a short time to cobble some up before the attack so she needed to use them wisely. She also helped Lyra take fire axes to the stocks in order to free the mares. Some like Bon Bon were far too focused on punishment, rather than the rescue operation they were meant to be focused on. It didn't matter to her how many enemies were killed; only how many could be saved before they finally demolished this hellish place.

*****

Rarity wasn't certain how she'd been able to squeeze into the vents, but with Pinkamena's help she'd made her way up to one that connected with the barricaded office, and she popped off the cover, before slipping down to confront the mare at the controls. A clatter sounded and the Madame snapped to attention. "So, you sold all these mares out!"

For a moment Suri Polomare appeared shocked. Then she quickly recovered and stared the intruder down. "Rarity. I'd heard you survived. I can't wait to stick your oh-so-lovely lily white ass in one of those stocks." She nodded below at the bloodthirsty confusion that currently ensued. "Most beautiful mare in Equestria?" She huffed and planted hooves on her waist. "You'll wish otherwise after a few thousand stallions brutally rail your holes!"

"I know you've always been selfish, but how can you do something so terrible to another mare? I wouldn't dream of such a fate even on my worst enemy!"

Suri snarled and bared her teeth. "Don't pretend like you understand the situation! You had lots of friends to back you up when Equestria started to fall! I had to make it on my own! I was simply smarter than most mares and bargained myself into a position of power! Yeah, I admit it! I sold out Manehattan in order to save myself! And you would've done the same rather than end up some cocksock for every horny stallion in the land!"

She'd worked herself up into tears in order to justify what she'd done. In truth she needed to convince herself more than anypony she'd only done what was necessary. That the city would have fallen anyhow and she'd simply be another endlessly raped broodmare who'd probably end up with aborted births most of the time due to the harsh conditions here.

"So you cheerfully submitted to the enemy simply to save your own skin." Rarity wasn't certain whether to loathe or pity her. She softened her voice and remembered her friendship lessons. "Suri, it isn't too late. I'll vouch for you. Return with me and-"

"Don't you dare look down on me! You'll never understand what I've endured! Never!" She suddenly cast her an evil smirk. "I heard about what happened, m'kay? How your Spikey-Wikey flipped out and became a mass-murderer that wiped out the Crystal Empire? And ate those morons Coco Pommel and Sassy Saddles?" She drove it in further. "I'm sure he would've eaten you up too if he didn't like the taste of your slutty cunt so much!"

Rarity tried to remain calm. She offered her hoof. "Please, Suri. I-"

Suri started to reach for a pistol nearby. Then a shrill scream escaped her once a sword sheathed itself in her cunt. A mixture of blood and marecum dripped over the shiny steel blade. She stared wide-eyed with a muted whimper, tried to look over her shoulder at her assailant, only for the sword tip to drive further, until it exited her throat in a bloody spray.

The warm shower of crimson splattered Rarity who wailed and reflexively looked away. She wouldn't wish such a terrible death on anypony, not even her, and wanted to believe she still could have saved her somehow. "Pinkamena, was that truly necessary?!"

Once the blade was withdrawn Suri's horrified corpse crumpled at Pinkamena's hooves. "I dunno. But it sure was fun!" With her crazed expression and her blood-matted fur she resembled a demon. She even licked the excess that dripped from the flat side.

"How uncouth. Not to mention unsanitary."

She removed a blanket she carried in her purse in case she needed it to help her sleep on their travels, and she placed it tenderly over Suri's corpse, offering her what little dignity she still could. It didn't matter whether she deserved it. They'd let the cruelty of this world warp them too much already. All she wanted to do now was end this pandemonium.

*****

Explosions rocked the building once they started to unload heavy arms on Spike. Unlike the barrage before these were a cause for concern, as they ripped the occasional scale or small chunk of meat from his flesh, but the drake simply howled and dove back into the fray. Small burn marks peppered his skin all over from where he was struck.

The fire he drew allowed the infiltrators to take down hundreds of slavers, and free even more mares, which could be led out easily now that Spike had torn down the walls and fences. His claws smashed nests and towers, overturned turrets and cannons, ripped into clusters of soldiers and the beasts they employed in a vain attempt to impede him.

Time Turner pointed his wand-like sonic device and the padlocks fell away from scores of stocks at once. He trotted over to one where a familiar mare was placed. "Derpy!" He winced to see all the crudely drawn tally marks written across her chubby bubble buttocks. Traces of semen dripped from both her back holes. "Don't worry, I'm here now!"

Derpy sniffled more for the mares around her than herself. She barely even knew what sex was, let-alone had ever tried it before. "Mr. Turner? I knew you wouldn't abandon me!"

He tussled her blonde mane. "There now. Let's head home." He kept them low as they headed towards one of the exits. He'd done his part, now it was time to lead the slaves out. Some of them were ready to lay down and die but he wouldn't allow that.

Gunshots still erupted from everywhere. Parts of the building had started to crack and even collapse under the explosions outside which came nearer all the time. "Geronimo," he called once he leveled the sonic device and opened an emergency exit door with its vibrations. "Everypony, head this way! That means you too, Derpy! I'll be there s-"

A small red hole punched into his barrel. He collapsed onto his side from the stray bullet. Lyra dashed over to help ferry out the slaves while Derpy sniffled and bent down next to her scholarly mentor. "Mr. Turner, I barely even had time to meet this new you..."

"It's okay. Should have...at least a couple more bodies..." He choked up spatters of red, as Derpy took him by the scruff of his neck, and a scarlet trail was left behind when she dragged him through the exit. "Good. Take me...somewhere safer." A yellow illumination started to envelope his frame once more after his latest transformation set in.

They made their way outside while alarms continually blared. He morphed once more before her wall eyes, this time into an older stallion his cheeks marked with deep lines, his mane and tail like salt-and-pepper. His eyes snapped open. "Time to move."

She let him lean on her shoulder while they stumbled from the camp aside the line of freed slaves. They would have to protect the herd until their numbers could either be carried home by Spike, or Fancy Pants moved in with the caravans his followers prepared to transport them. They would likely be less than a mile away by this time.

Flash Sentry supported the effort from above, perched up on the building's side, and taking potshots with a rifle at any stallions who tried to reclaim or harm the mares. He saluted Bon Bon who nodded in approval as she, Vinyl, and Octavia offered support fire.

Sunset and Starlight added their well-honed spells to the war effort. Pinkamena continued to dance through the enemy ranks, carved them apart into meaty chunks, giggling while she did her morbid work. Despite her distaste for them, even Rarity took up a firearm.

This went on for well over an hour more before the enemy was forced to finally scattered under Spike's tireless assault. He roared all three heads in celebration, covered in small bruises and wounds. Many of the ponies raised their arms and cheered with him. They had shattered a symbol of their nemesis and could now claim its riches for their own.

Fires crackled and pockets of smoke trailed up once the area quieted down. Hundreds lay dead and many more wounded once the dust settled. Spike landed and plucked up a few of the slavers which he either chewed on or swallowed them whole. Rarity dashed to his side and used a salve to tend what wounds she could reach. She sobbed in relief.

For once they had achieved a victory without an real casualties. At worst Time Turner had been forced to expend another temporary form. Their hope was that news of this event would also reach other such places, and pockets of resistance would stir, until other such hellholes would be overthrown from within.

There would no doubt be countless innocents lost in the process. But wouldn't that be better than to live their lives as mere slaves?