Author's Note

Some morbid imagery, but one of the tamer chapters in some time.

Carnival of Lust

Tree Hugger blinked several times when some level of awareness started to return. What she saw looked like some drug-induced fever dream. Gloom cloaked the temple's demonic interior. She staggered about like in a drunken haze, told herself it was another nightmare, that she could ride it out, and somehow deal with another day. Bloodshot eyes wildly scanned the altar for some sense of where she was an why.

The Orthros sat near a pair of thrones made from skulls and bones. On the larger one sat what appeared to be Twilight Sparkle with a body that now more closely resembled Celestia's shape, her belly still rounded after her recent birth, and at one of her teats nursed what appeared to be Flurry Heart. She clasped the Necronomicon to her bosom.

Nearby sat Shining Armor who appeared to be happily dazed, like he was perpetually trapped in his own little world. She looked down the altar at a nearly endless series of stairs, and below sat a cauldron, surrounded by cultists who sang alien hymns while they danced about like mad ponies. It seemed too surreal to be real. But that's what she'd often told herself whenever she'd started to lose touch with reality.

Her head pounded. "How did I end up here? I can't recall shit."

"You came here on the back of that Orthros to hand the Necronomicon over to your mistress." She rocked the false mockery of Flurry Heart who suckled needily at her teat. "You've been my secret pawn all these years, and never knew it."

Her sweaty dreadlocks were thrown about when she shook her head. "Why the hell would I ever do that, man? You're one crazy chick, you know?"

"Oh? Unfortunately reality is quite cruel as you know. After all, you're a survivor of my breeding camps. I know you endured well over several hundred rapes, a few miscarriages, and at least one abortion to save your life. You like to think it was your wits that allowed you to escape, but without my aid that wouldn't have been possible."

Tree Hugger tried to blot out those horrible memories. Her friends who knew her past never spoke about it unless she raised the topic first. She would often huddle up and cry in private, or wake up thrashing and screaming, only for her closest friend Fluttershy to hold her and tell her it would all be okay. But she knew that was merely a kind lie.

"Where in Tartarus is Fluttershy? The last thing I remember is...is..." She put a hoof to her throbbing skull, felt a recent memory start to resurface, one part of her had blocked out to maintain the last threads of her sanity. "Where the fuck is she?!"

"Gone. All thanks to you. Her last moments on Equestria were spent thinking that you betrayed her and the resistance." She cackled as the realization dawn on the confused hippie. "You fried your brain with all those hard drugs laced into your weed, to the point where it was pathetically easy to brainwash you. The truth is you couldn't cope with this new Equestria the moment it started to fall and so you lost yourself in escapism."

Tree Hugger could taste the salty tears streaming down her cheeks. "F-Flutters, I'm sorry! I'm sorry!" She remembered the sounds of Fluttershy being torn apart and wondered why such a kind mare had suffered such a terrible fate? She would have endured the breeding camps all over again for a chance to apologize; but were there an afterlife in Equestria she hadn't seen any signs of it in all her hellish years.

The mistress had returned awareness had to her simply to rub her face in what she'd done under her instructions. "You never were that useful to the resistance anyhow. Probably more of a hindrance on the whole since they had to constantly walk on eggshells to protect your feelings. I wouldn't be surprised if Fluttershy pity-fucked you."

But she barely heard the words, her whole world collapsing around her, knowing she'd been indirectly responsible for her closest friends death, and perhaps delivered Equestria's doom in the process. She wavered unsteadily. Looked over the edge at the cauldron and considered whether she should toss herself into it. Maybe the world would be better off without her in it. She'd simply tried to deny it and find happiness.

"It should've been me, Flutters. You were the most wonderful mare in this whole rotten world and I had to screw it all up like I always do." A tiny smile crossed her lips when she remembered her but it quickly died when she recalled those last shrill screams.

It would be so easy to end it all. Yet she couldn't do it even now. She sat on the cold stairs, buried her faces in her hooves and sobbed, only now all her drugs had been taken away to help her avoid reality, nor could she turn to Fluttershy anymore. Some part of her still wanted to hope even while she sat there to await the world's end...

*****

Fancy Pants threw a celebration throughout the underground city in order to celebrate their latest victory. The liberated slaves were packed into the hospital which he struggled to quickly expand for all their numbers, and volunteers helped feed and bathe them. Some of their faces were so haunted Nurse Redheart feared they would never recover. But whatever the case they would be sheltered and welcomed here indefinitely.

With all the resources they'd been able to mine from the Flesh Factory their civilization could be further expanded and bolstered. More weapons, armor, and explosives were added to the vault, not to mention an excess of rations which could feed them all for well over a year. Combined with their natural water supply they could bunker down here for quite some time if necessary. However they were already planning their final strike.

Trixie was offered a wagon that was painted to resemble her old home. It seemed that Starlight had requested it from Fancy Pants in secret, and he'd obliged, building it to her specifications so it was practically a copy of her former abode. At his request she put on a show, a series of fireworks sparkling and crackling, filling the hollows with a dazzling light show that drew faces from all over once she started to perform her tricks.

Starlight came onto the stage to assist her. She wore a similar wide-brimmed hat and cape to match her. "Trixie," she whispered with a look at her barrel. "Are you...?"

Trixie flushed a little. Her belly had started to noticeably round, and she'd tried to pass it off as a bit of chubbiness before, but she couldn't keep it secret much longer. "Yeah. It's Shining's. Can you believe I once wanted him to knock me up simply to make Twilight furious? Yeah, I'm sure you can. I'd like to think I've matured a bit since then!"

"You really have. "I'm proud of how far you've come! She would be, too."

"Now I have to work on you," teased Trixie who tickled her before the laughing audience who couldn't hear them over all the noise. "Thanks for your support."

"So," she began with narrowed eyes. "Want to have some fun with Sunburst and I after the show? I'm sure I can talk him into it." She twisted Trixie's tresses around her hoof.

Trixie's blush brightened further. "Sure...why the heck not? We might not survive the next attack anyhow. Better to have some fun while we can. But I don't know if he'll be stallion enough to handle us on his both. Mind if I invite another stud?"

"Okay. Just so long as they're not too weird. Or a jerk." Since their capes hid most of them, she was able to sneakily grope Trixie's plush buttocks, warming them both up for the main event. "By Celestia, it's been too long since I've gotten properly laid."

Later on the pair would retire to the dressing room. Trixie allowed other performers to borrow her stage and keep the citizens entertained; it was time for her own well-deserved reward! While she had her pick of stallions, unfortunately mares still outnumbered them many times over, and so a bunch were already taken.

It was no wonder why so many mares either shared an open relationship, became part of a herd under a studly stallion to sate their needs, or settled down with another female. She decided to take Flash Sentry home. It wasn't her intention but this was one more part of Twilight's life she had claimed as her own. She removed her hat and cape, placed them on a rack, and sauntered into a cozy room with a dresser and mirror.

She didn't waste time with words. Her hooves wrapped around Starlight's waist, lifted her up, and her buttocks slapped and wobbled when she sat her atop the dresser. She forced her thighs open and sunk her snout into her snatch without so much as any foreplay. She was ravenous. Starlight placed a hoof on her head, leaned back against the mirror and moaned, feeling her tongue flick her clit and lap deep into her folds.

They put on a show to tease the two horny stallions that watched them intently. Trixie propped her hindquarters into the air, used her dock to raise her tail so that they could clearly see her asshole and pussy, both which she parted wide open with a spell from her horn. Her nethers winked and dripped and swayed her foal-bearing hips.

Starlight's cheeks pinkened as she half-lidded her eyes. "She's ready for you, Sunburst. Go ahead. Give her your cock in any hole you'd like. I'd love to watch."

He gulped and hesitantly planted his hooves on Trixie's flanks, lined his dick up with her snatch, and rested his length upon the entrance, her excretions mixed with his precum as they dribbled down his partially bent shaft. "Fill her up. She wants it. Bad. And don't forget to worship the Great and Powerful Ass while you're at it." Her encouragement pushed him until he couldn't hold back anymore. He buried himself in her cunt.

He kneaded her buttcheeks, slowly moved in-and-out, while Starlight bent forward and locked her tongue with him. He bottomed out in her, until his flared tip teased her cervix, until the need to spill his seed into the warm confines of her womb overwhelmed him.

Flash stroked his stallionhood while he watched, desperate to blow his own load. Then he spotted the beads of milk on the tips of Trixie's nipples and smirked. He pinched the pink tips. Rolled them and pulled on them, clasped her hooves, milked her with abandon. She whined in appreciation. He took one in his mouth and suckled it.

Starlight slid down, lined herself up hip-to-hip with Trixie, using telekinetics to spread her own holes open. "I need some attention, too." She swished her tail about, ass and pussy stuck in the air, the insides of her loins moist. So why not breed me, stud?"

With a couple of slaps of his cock on her lovely rump, he drove himself into her puckered ponut, which proved too irresistible. Her eyes monetarily widened in surprise, but she soon relaxed under his bucks, her tongue lolling from her maw like Trixie's as the mares watched their own lewd expressions reflected back in the mirror.

They made out while the stallions explored them experimentally with their hooves, sometimes touching their partner's mare, groping and spanking their asses and tits, pulling their manes and tails hard between their teeth. They whinnied and whined and writhed in reaction. Sunburst bit his lower lip. "I'm...I'm about to...!"

"Inside," demanded Trixie who practically snarled with desire for his hot seed.

"Wait. I'm...almost there too," said Flash who strained to hold back.

"Give it all to us," pleaded Starlight. "Make us your mares!" The pair of them unleashed a shrill cry when the stallions lost all restraint, hilted them balls deep one last time, and flooded load-after-load into their foalhoals which milked them in rhythm.

After a moment's rest to still savor the feel of their cocks within them, the mares pulled free amidst a mess of sticky cum that still connected them to their flared tips, and they knelt down and started to sloppily clean their still partially erect dicks. Between their ministrations they would lock lips, a combination of saliva, their own juices, and sticky wads exchanged between them, their faces flushed as they moaned and leaned deeper into their kisses. They savored the potent and primal taste between them.

"S-so," said Trixie between huffs. "You had sex with my double too, yes? How was she? Not better than the real Great and Powerful Trixie, I hope?"

"I...couldn't tell the difference," admitted Starlight who licked a stray trace of cum from the witch's chin. "That spells you used started to grow on me, though. You know the one." She rubbed a hoof between Trixie's loins with a playful wink.

"I'm...not sure I can do that one anymore," admitted Trixie who hadn't attempted it since she escaped the enemy's hold. "But maybe with lots of practice..." They swallowed down the last traces of the loads, satisfied with their little foursome. Perhaps they would even do some more after they rested. Tonight was theirs to do as they pleased.

*****

I another section Vinyl Scratch had set up a massive club shortly after this city was developed. She told their leader it would bolster morale and he readily accepted her offer. Taxes were used to fund the business, and so she charged the patrons little as possible, preferring to allow any ponies in so long as they followed the rules. She wouldn't tolerate anything that both parties hadn't consented to in her club.

Bouncers lined the unassuming entrance, the exterior thudding under the loud music. The interior was a cascade of neon lights, particularly electric blues, which provided a futuristic mystique. A humongous disco ball hung from the ceiling. Particularly sexed-up mares danced in cages that were also draped above, their bodies rubbed in oil so that they shimmered under lights that flashed over them. A bar was set up where the revelers on the floor could rest and relax between dance sessions.

Speakers boomed around Vinyl as the DJ turned records and nodded her head to the beat. "Hey there, everypony! Hope you're loving the show so far! Just remember the night's still young, and Equestria could end at any time, so let's all party down like the Apocalypse could come at any moment!" She raised a hoof and cheered with them.

For this moment she'd prepared a special treat. An evil grin crossed her features when she called the mares she'd selected to assist her over. Among them were Lyra, Burning Heart, Flitter, Cloudchaser, and Pacific Glow. Lastly came a rather reluctant Octavia, who kept her nose turns upwards, and played with her bowtie in attempt to keep her pride. She lined up with the other mares, formed a circle around the DJ, their hips pressed close as they lifted their bottoms before her. Vinyl spit on her hooves and rubbed them together, took a moment to test the acoustics, their docks used to raise their tails away from their butts so they wouldn't impede her latest experimental work.

"I cannot believe you talked me into this," whined Octavia in a posh voice.

"Not exactly. You lost a bet, remember? Just be thankful I chose a pretty merciful penalty!" She planted a playful smack on Tavi's asscheeks, and it wobbled under the impact, the sound of the blow and her yelp carried across the club's speakers.

Octavia flushed furiously at the sound of her own foal-like cry and all the eyes that were upon her. "I'll never live this down. They'll all think I'm no more than a mere harlot!"

"You'll love it soon. Trust me," teased Vinyl. She considered it a bit of performance art, and started to spank their asses like they were drums to the drum-and-bass track she prepared for this moment, snickered at the horny moans they unleashed.

The crowds cheered at the show while their sweaty physiques gyrated across the mirror-like dance floor. She moved deftly to keep up with the song, beat their asses raw and red, watched as they lowered themselves submissively in reaction, after several minutes of her ministrations so aroused they all had started to wink and drip.

"Bad little mares...but that's only because you know what comes next!" After midnight was when the wildest parties commenced. Octavia had heard about the show but never attended one despite repeated offers. Neither had Fancy Pants, despite all the times the DJ tempted him with offers of a chance to bed her, with the statement it simply wasn't his scene. But for the wildest ponies it was like a slice of sinful heaven.

That's when she had her show mares pass around the drugs to attendees. She made certain everypony was clean of diseases before they came in the doors, that they were all willing participants in what was about to happen, those with doubts politely asked to leave the party. She'd prepared a special concoction that would make certain no unwanted foals would be conceived so they could do it raw, but it would also lower their inhibitions and allow them to free the wild animal that lurked inside all of them.

Vinyl offered them only a scant moment of rest between tracks before she went back to smacking their bottoms. Soon the substances kicked in, sweaty dancing turning into a frenzied orgy, mares and stallions shamelessly making love in every combination and position they could think up. Feeling she had teased them enough, the DJ spit on the cute pink assholes of her improvised drum set, took turns massaging them with her hooves, and likewise toyed with their clits using an aura cast by her horn.

She pushed them to the edge until they pleaded for release until she finally granted it. Their whorish whines carried across the entire club once they started to squirt all over her and each other. She licked her lips in satisfaction. It would be a long and hard night, but she'd make every moment count, party away until dawn finally broke.

*****

Atop one of the rails in the club stood Time Turner who darkly watched the spectacle below, his assistant Derpy close by his side as she slurped up milk with a straw. In this older body the stallion often proved more impatient and snappy than ever. But she'd wanted to understand sex better after her tribulations at the Flesh Factory, and so he decided to take her here, despite the fact that he cared little for this place.

"Physical intimacy doesn't have to be unpleasant. Of course, I think it's much better done with somepony you love." He exhaled heavily, wrapped up in a dark velvet coat.

Derpy tried to meet his eyes. "Have you ever loved anypony, Mr. Turner?"

"Once...many lifetimes ago. I even had a family. Not entirely sure what happened to them even before Equestria collapsed. They're probably all gone now. The truth is, you're probably the closest thing I have now. You're like a daughter to me," he added so she wouldn't misunderstand. He certainly took no sexual interest in her.

He'd used up nearly all his spare bodies. For all he knew this was the last one before the cycle ended. Through a combination of science and magic he'd cheated death, and planned to someday share it with society when they were ready. He knew many would abuse its power, and besides, the rebirth process could potentially drive one mad.

Derpy watched the scene below with wide-eyed wonder. "They seem so happy!"

He chuckled despite himself at her naivety. "Yes, well, maybe we should leave them to it. We have so much work left to do. Inventions to be finalized, plans to make..." He knew she couldn't carry on his work. There was a chance it would die with him without a proper successor. Unfortunately there were few candidates from the survivors.

He put a hoof around Derpy who did the same while he led her home. He'd simply have to make it out of this alive. He still had far too much work that needed to be done.

*****

Unlike most who celebrated like there was no tomorrow, Rarity chose to quietly spend her time with Spike, the drake forced to remain in the Everfree Forest. She used cloths to tend his wounds and bathe his tired and sore body. It's not like she had a special somepony to spend the night with. Certainly, she could always take Fleur and Fancy Pants up on their amorous offer, but a part of her still felt like that would be a betrayal.

Most of her closest friends were no more. Instead she chose to bask in a rather quiet and uneventful bit of rest-and-relaxation. With the stars and moon above it was rather romantic. A bittersweet smile crossed her when she nuzzled him affectionately.

Her ears twitched at a rustle nearby and she feared another battle was at hoof. But to her relief it was only Pinkamena who approached. She was another sad reminder of what she'd lost, of how this new Equestria had altered their destinies. "Hello dear."

Pinkamena beaned when she patted another head. "He's like me, you know. Not quite what he used to be but a part of him is still in there, that refused to be conquered no matter what happened! He's a survivor." She felt a certain kinship with him. Maybe because they were both feared and misunderstood by those around them.

"Yes, I'm so proud of him. My little Spikey-Wikey turned into such a handsome dragon. I wish we could simply settle down peacefully. I'd take care of him for the rest of my life, even if we can never have the same relationship now...but we can't rest until the enemy is no more. The truth is, from what i know about his race he'll probably far outlive me..."

Pinkamena whirled with a sword suddenly in hand. Numerous dark shapes approached skyward and landed a short distance away. Spike protectively covered Rarity with his tail as he quickly rose, his nostrils flared as dark smoke spilled from the holes.

Griffins and drakes alike approached. At their head was one who appeared quite familiar but it took Rarity a moment to place it. "Gilda?! We assumed you were-"

"Dead? Yeah, I don't blame you there. Our race was too stupidly proud to make allies with any others until it was far too late! Most of our kind died, turned slavers, or worst of all, sold out to the enemy." She snarled at the idea. "Not me. I'd like your help."

The situation sure is desperate when even the proudest races want to team up with a pony," said Pinkamena who lowered her blade. "Welcome to the fold!"

With a nod from Rarity her drake settled down. She had to be careful who they trusted, but they would be fools to attack Spike head-on. "You'll have to meet with our leaders."

"Of course! Where is Rainbow Dash, by the way? She still with you?"

Rarity closed her eyes. "She...died bravely in battle."

"I see. That's a damn shame. Really," added Gilda who didn't want to sound insincere. She'd always been blunt and rarely concerned herself with anypony that took offense. "Well, we can catch up later. We'd better rest up so we can whoop some ass later!"

"Indeed. Pinkamena, will you lead Gilda inside?" The pink mare nodded. She had to take precautions in case this was a trap. She hate to be so paranoid, but she knew little about these allies aside from Gilda who she hadn't seen since before the fall, nor would she simply leave Spike alone. They could make the difference in their final battle.

*****

Fancy Pants sat at his desk and looked over paperwork. He tried to focus on the task at hand, but his love certainly never made that easy, especially when she took his cock in her mouth. "Fleur, I...I love you honey and I'd do anything for you, but I need to concentrate...!" Gently he tried to push her away, but she needily rubbed his wetted thickness on her cheek with a sultry smile and half-lidded eyes, desperate to tempt him into another round.

She'd been more insatiable than ever since they were reunited. In fact it seemed like all she wanted to do was screw him. She even offered to let him take a couple more mares into their bed, whoever he liked, whatever it took to make him lay her more often. The idea did intrigue him. However he needed to make certain their civilization was in order before dawn broke.She rested on her rump by his chair on a silk pillow, her crutches set aside.

A pair of knocks sounded at the door. "Just a minute," he called but even now she didn't stop. The entrance creaked open when a trio of mares entered, and he cursed at Fleur in his head, since she hadn't bothered to lock it behind her as usual. "Oh, um, h-hello."

Sunset Shimmer and Nurseheart blushed and looked away, but Bon Bon simply strode forward, apparently unconcerned with that they were up to. "A newcomer wishes to see you," she stated as Fleur reluctantly withdrew and wiped her lips. "Says her name is Gilda."

He tried to recapture his composure but still felt vulnerable under their eyes. "I-I see. Gilda. I haven't heard that name in sometime. She used to visit Ponyville, didn't she? Tell her I'll meet with her shortly." He took a sip of wine and tried to settle down his heart.

Fleur studied the lovely mares, eyes drawn over their physiques. "Would any of you like to help my handsome husband relax? I promise he won't disappoint you."

"Fleur de Lis! Have you no shame?! Never mind her. I'll attend to whatever business all of you need taken care of soon as I can." He'd told all of them to take the day off, but they were still hard at work like he was, determined to do their part for what lay ahead. In fact he'd hardly ever seen Bon Bon rest ever since Canterlot had collapsed.

From what he soon learned by way of Gilda, news of the Flesh Factory's fall had started to spread around nearby areas. For now only small pockets of resistance had risen as a result, but it seemed likely more would soon follow their lead. Before most survivors felt crushed and hopeless; but now they knew some small chance still remained.

He knew the enemy would soon retaliate as a result. He shared a nod with Sunset. They had the numbers and resources. Knew where their nemesis made her lair. After they were rested up and readied it would be time to finally commence their final strike.